HomeMy WebLinkAbout1997-04-28 City Council (18)C~ty of Palo Al~o
C ty Manager’s Repor
TO:
FROM:
HONORABLE CITY COUNCIL
CITY MANAGER DEPARTMENT:ADMINISTRATIVE
SERVICES/COMMUNITY
SERVICES
AGENDA DATE: APRIL 28, 1997 CMR:199:97
APPROVAL OF AGREEMENT WITH BAY AREA ACTION
FOR STEWARDSHIP OF THE ARASTRADERO PRESERVE
This report transmits the proposal received ~om Bay Area Action (BAA) in response to the
City’s Request for Proposals 01FP) for the Stewardship of the Arastradero Preserve, and
recommends that Council approve an agreement with BAA for the stewardship of the
Arastradero Preserve.
Staffrecommen& that Council approve an agreement with BAA for the stewardship of the
Arastradero Preserve.
Council’s direction for.the ArasWaderoPreserve is the creation of"a low intensity and
minimal cost park, with emphasis on natural and open space amenities of the land and
sensitivity to the fragile foothills ecology. Council reaffirmed that direction on November
12, 1996, with approval ofthe Arastradero Preserve Management Plan. The proposal to have
a nonprofit organization serve as Preserve steward to assist the City in the accomplishment
of the goals of the Management Plan is consistent with Council direction and represents an
extension to the City’s previous use of volunteers.
CMR:199:97 *l~ge Iet 7
EXECUTIVE SUMMARY:
On November 12, 1996, Council approved the Arastradero Preserve Management Plan, the
RFP for a Preserve Steward and a draft Stewardship Agreement. The RFP and flyers were
mailed to 27 nature conservancy groups and interested organizations. The RFP was
advertised with a deadline of January 7, 1997 and, onthat date, one proposal was received
from BAA. A committee consisting of representatives from the Community Services, Public
¯Works, Planning, and Administrative Services Departments and the City Attorney’s Office
evaluated the proposal and interviewed the proposer, based on the criteria included in the
RFP. Based on the evaluation,, the Committee. recommends that Council award the
Stewardship Agreement to BAA. The attached Stewardship Agreement With BAA is
consistent with the terms of the RFP approved by Council and includes a 5-year lease with
a 5-year option; a 30-day termination clause; and a means of reviewing performance of the
steward that would be similar to the City’s Mission Driven Budget (MDB)process.
FISCAL IMPACT:
The Arastra Fund provides financial resources for uses approved by the Superintendent,
Open Space and Sciences, the Council (through the budget process) and the Arastra Fund
Advisory Committee. The BAA proposal includes a request for funding of $50,000 fi~om the
Arastra Fund for a portion of its operating expenditures in the first year of the Agreement.
BAA PrOPoses to utilize donations, grant funding and money obtained through ftmdralsers
for the remainder of its expenditures. Staffwill propose funding of $50,000 from the Arastra
Fund with the CMR that transmits the 1997-98 Proposed Budget for adoption to Council in
June.
ENVIRONMENTAL IMPACT ASSESSMENT:
The Stewardship Agreement represents a continuation of the same use of existing facilities;
therefore, it carries a Class I facility exemption under Section 15301 of CEQA.
Attachment A( Response to Request for Proposal)
Attaehrnent B (Stewardship Agreement)
CMR:199:97 Page 2 o~’7
PREPARED BY:John Walton, Superintendent, Open Space and Sciences
Bill Fellman, Manager, Real Property
Paul Thiltgen
Director, Community Services
DEPARTMENT HEAD APPROVAL: ~. ~~~~)
Em~ Harrison
Assistant City
CITY MANAGER APPROVAL:
Manager
CC: Bay Area Action
CMR:199:97 Page 3 of 7
SUBJECT:RECOMMENDATION TO ACCEPT THE PROPOSAL FROM BAY
AREA ACTION FOR STEWARDSHIP OF THE ARASTRADERO
PRESERVE
BACKGROUND:
On May 13, 996, Council approved the Arastradero Preserve project work plan
(CMR:253:96). One element of the work plan addressed the development of the concept of
a public/private partnership for stewardship of the Preserve. On November 12, 1996,
Council approved the Arastradero Preserve Management Plan and the proposed Stewardship
Agreement (CMR:423:96). Council expanded staff’s recommendation to include making
explicit in the RFP the opportunity for funding for stewardship activities through the City of
Pale Alto budget process, including application to the Arastra Fund."
In November 1996, the RFP information flyers were sent to .27 organizations and interested
parties, and the RFP was also advertised in the PaleAlto Weekly. Responses were due on
January 7, 1997. BAA provided the only response. A staff review committee, representing
the Community Services, Planning, Public Works and Administrative Services Departments
and the City Attorney’s Office reviewed the proposal, requested follow-up information and.
held several meetings with BAA to discuss the proposal.
PROPOSAL EVALUATION:
The RFP defined the role of the steward, as one that would, under the direction of the
Superintendent of Open Space and Sciences and in accordance with City policy and the
Arastradero Preserve Management Plan: accomplish habitat restoration; perform removal
and control of non-native, invasive weeds; mobilize volunteers; and perform trail
maintenance and repair, and erosion Controls. The steward, under the direction of the
Superintendent of Open Space and Sciences, would also provide education programs, as well
as conduct ecological research to monitor the Preserve resources and the impacts of the uses
on the Preserve.
The review committee’s evaluation of the proposal was based upon BAA’s response to the
three criteria outlined in the RFP: Method of Operation, Experience Statement and Proposed
Method of Financing Stewardship Obligations. "
CMR:199:97 Page 4 of 7
Method of Operation: BAA-proposes to work with City staffand local experts to provide
stewardship services on the Preserve in three general areas: enhancements, education and
research. BAA divided each of the three general areas into tasks. A detailed discussion of
each task is included in the response, along with a time line providing a guide for the
sequence of each event. BAA also included an estimate of the number of volunteer and
director hours that would be expended for each task during the first year. In the first year,
BAA’s estimate of volunteer hours ranged from a low of 4,680 hours to a high of 6,960
hours.
Ext~edenee: BAA has been developing programs and recruiting volunteers since its
inception in 1990. BAA involvement in a wide range of programs has given its more than
1,000 members the opportunity to engage in hands-on environmental action. ~BAA listed as
examples its work with Bay Area Earth Day 1995, the recruiting of volunteers for dean-up
of 14 local habitats, and its electric vehicle project. BAA also listed a 2.5-acre property it
is developing as a neighborhood garden and the 4,500 square foot leased facility.in Midtown
that it has remodeled as further examples of its projects. BAA states that its "in-house
experience, cooperative partnerships, and active volunteer pool provides (us) with the tools
to accomplish the.many goals set forth in this proposal." In 1995 its~BAA, Schools Group
received the prestigious Bay Area Youth Service Award for uniting the youth in 12 Bay Area
high schools to take an active role in helping the environment.
BAA also gave a detailed account of the expertise of each of its 7 members that will play an
active role in the stewardship of the Preserve. Dr. David Smernoff is an ecologist with
NASA-Ames Research Center. He is a co-founder of BAA and will be the Arastradero
Preserve Project Programs Director. In that role, he will coordinate educational, research and
volunteer activities.. James Steinmetz specializes in building restoration, property, manage-
ment and nonprofit management and program development. Mr. Steinmetz is currently in
charge of the recycling effort of the Arastradero Preserve barn, caretaker’s house and large
house. Susan Nichols is BAA’s Schools Group Director and will develop curriculum.and
oversee the educational ties to the Preserve. GeoffNieholls is BAA’s Financial Officer, and
will provide financial oversight for the Stewardship Agreement. Susan Stansbury is BAA’s
Secretary and will coordinate the ftmdraising effort for the Preserve. David Houston is a
Senior Tools Engineer. His assignment will be to reduce dependency on traditional energy
sources. Jonathan Scott is a patent attorney and will provide advice on legal matters..
Method 0fFinaneing Stewardship Obligations: BAA estimates that its expenses for the first
year.will be about $136,600. BAA proposes to finance expenses by obtaining funds from
five sources: foundations ($67,000), corporate donations ($I0,000), private donations
($5,000), fundraisers ($5,000) and the Arastra Fund ($50,000). In subsequent years, BAA
will continue to request funds from the Arastra Fund, but it anticipates that the amount of
funds required will be reduced as other sources of funding increase.
CM11:199:97 ]~ge ~ oi’ 7
BAA has indicated that it has already received favorable response from prospective
contributors and it is optimistic that it will be able to raise the funds it anticipates will be
needed to complete its efforts. If it is unable to raise anticipated funds, it will do as much as
it can with its volunteers and delay projects where funding is absolutely necessary.
SUMMARY OF COMMITTEE’S EVALUATION
The Committee was favorably impressed with BAA’s response to the stewardship RFP,
including its high level of expertise, leadership, and the wide variety of services and tasks
to be provided. Furthermore, the committee was pleased that BAA could provide such a high
level of volunteer support (between 4,680 to 6,960 volunteer hours) in their first year as
Stewards of the Preserve. BAA also understood the importance of the reporting relationship
with the Superintendent of Open Space and Sciences. Finally, the Committee felt that the
value to be received for the expenditures proposed would be significant.
The Committee had some concerns about how the use of the money from the Arastra Fund
would be monitored and felt it was important to establish a formal review process for
measuring BAA’s accomplishments. After reviewing its concerns with BAA, the Committee
suggested that the Stewardship Agreement be modified to add wording that annual funding
from the Arastra Fund be requested as a part of the City’s budget process, and that funds be
allocated on a quarterly basis beginning July 1, 1997. The Committee also suggested that
the Stewardship Agreement be modified, to include a performance review and planning
process that would be similar to the City’s MDB process. BAA agreed to a modification of
the Agreement to include both of these items.
FISCAL IMPACT: ...
The Arastra Fund provides financial resources for uses approved by the Superintendent,
Open Space and Sciences, the Council (through the budget process)and the Arastra Fund
Advisory Committee. The BAA proposal includes a request for funding of $50,000 from the
Arastra Fund for a portion of its operating expenditures in the first year of the Agreement.
BAA proposes to utilize donations, money obtained through fimdralsers, and any available
grant funding for the remainder of the first year’s expenditures. Staffwill propose funding
of $50,000 from the Arastra Fund with the CMR that transmits the 1997-98 Proposed Budget
for adoption to Council in June.
POLICY IMPLICATIONS:
Council’s direction for the Arastradero Preserve is the creation of "a low intensity and
minimal cost park, with emphasis on natural and open space amenities of the land and
sensitivity to the fragile foothills ecology. Council reaffirmed that direction on November
12, 1996, with approval of the Arastradero Preserve Management Plan. The proposal to have
CMR:199:97 -’Page 6 or" 7
a nonprofit organization serve as Preserve steward to assist the City in the accomplishment
of the goals of the Management Plan is consistent with Council direction and represents an
extensionto the City’s previous use ofvoltmteers.
ENVIRONMENTAL ASSESSMENT:
The Stewardship Agreement represents a continuation of the same use of existing facilities;
therefore, it carries a Class I facility exemption under Section 15301 of CEQA.
ALTERNATIVES:
Existing park ranger staff has been unable to maintain the Preserve in the condition the
community has come to expect, particularly with a substantial increase in usage over the past
few years. Continued City maintenance of the Preserve would mean one of two things:
The natural values of the Preserve would continue to be degraded through increased
human activity, without a corresponding increase in funding for maintenance, habitat
management, enforcement/emergency response and educational activities.
Two additional Park Rangerpositions would be needed which would be assigned to
provide patrol, maintenance, habitatmanagement and visitor services on the Preserve.
In the absence of a steward, these positions would also begin to address the long-term
infrastructure issues related to the maintenance and preservation of the Preserve.
In the long term, both of these alternatives would be significantly more expensive to the City
than an alliance with Bay Area Action to provide stewardship services for the Preserve.
ClVlR:199:97 Page 7 of 7 ¯
ATTACHMENT A
Response to Request for Proposal
BAY AREA ACTION-
Stewardship Proposal
for the City of Palo Alto
Arastradero Preserve
January 7,. 1997
¯ PROJECT: ARASTRADERO PRESERVE
. STEWARDSHIP AGREEMENT
PROJECT NO:
PROPOSAL PACKAGE
(With Stewardship Agreement)
THIS IS A PROPOSAL TO PROVIDE STEWARDSHIP SERVICES FOR
Arastradero Preserve
PROPOSER
Name:
Address:
Bay Area ActiOn
(Please print)
715 Colorado Avenue,Suite 1
Palo Alto, CA
94303
Phone No. Home ~1~i 965-7326Work ( ) 415.604-1230
The undersigned ("PROPOSER"), hereby submits a proposal to the City of Palo Alto, ("CITY") to
acquire a Stewardship more fully described in the. Stewardship Agreement (ATTACHMENT B) and
its exhibits, in accordance with the terms, covenants, and conditions contained in this PROPOSAL
and in the Stewardship Agreement..
A,[ERM_S AND CONDITIONS.
PROPO S ER has carefully read and fully understands this PROPO SAL document and
the Stewardship Agreement attachedto this PROPOSAL, including its exhibits.
/
The form of this Stewardship Agreement, and its exhibits, is an integral part 0f this
PROPOSAL and must be attached to this PROPOSAL. ¯
PROPOSER warrants that it has the capability to successfully undertake and
complete the responsibilities and obligations of STEWARD contained in the
Stewardship Agreement and its exhibits.
This PROPOSAL may be withdrawn at any time prior to the time set for opening the
¯ proposals but may not be withdrawn after the time set for such opening, i.e., L ,lanuaD’
LA_9.9_!.
10.
11.
Within ten (10) days after notification of the acceptance of this PROPOSAL by
CITY, PROPOSER will execute copies of the Stewardship Agreement in duplicate
and deliver to CITY the executed copies of said agreement.
P R OPOSERha~ fully completed the Proposer’s Questionnaire ( Attachment A ). The
completed Questionnaire and the Stewardship Agreement with ’its exhibits are
attached to this PROPOSAL together with any appropriate or requested supplemental
material. ’
PROPOSER represents that all of the information contained in or supplementing said
Questionnaire is true and correct to the best of PROPOSER’s knowledge.
CITY reserves the right to reject any or all PROPOSALS and to accept that
PROPOSAL which will, in its opinion, best serve the public interest.
By submission of this proposal, PROPOSER acknowledges and agrees that the CITY
has the right to make any inquiry or investigationit deems appropriate to substantiale
or supplement information contained in this Questionnaire;and authorize .s the release
to CITY of any and’ all information sought in such inquiry or investigation.
ATTACHMENTA (Proposer’sQuestionnaire),and ATTACHMENTB (Stewardship
Agreement) are attached to andby this reference made a part of this PROPOSAL.
PROPOSER acknowledges and agrees that the Stewardship Agreement and its
exhibits may be subject to change and further negotiation with the City, based on the
¯ proposed use by the successful PROPOSER for the stewardship of the Arastradero
Preserve.
David T. Smernoff
(Please sign)
07 January 1997
Date
] ¯
PROPOSER’S OUESTIONNAIRE
All information requested in this questionnaire MUST be furnished by the PROPOSER. and MUST
be submitted with the PROPOSAL. Statements must be complete and accurate. Omission.
inaccuracy, or misstatement MAY be cause for rejection of this PROPOSAL ....
How did you learn of this PROPOSAL offering?
()1.
(x~2.
()3.
Received City direct mail flyer
Word of mouth
Read about offering in following newspaper, magazine or newsletter:
LPROPOSER
Name of PI~OPOSER exactly as it appears onthe PROPOSAL and as it will appear on any proposed
agreement with .the City: .
Bay Area Action
AddressofPROPOSERforpurposesofnoticesorothercommunicmionrelatingtothePROPOSAL:
715 Colorado Avenue, Suite
Palo Alto, CA 94303
Telephone Number of PROPOSER:(415) 321-1994
ATTACHMENT A
II. STATEMENT FOR PROPOSERS
PROPOSER intends to operate as a Sole Proprietorship ( ); Partnership (
Venture ( ); or_
); Corporation (x): Joint
III. SOLE PROPRIETORSHIP STATEMENT
If a Sole Proprietorship, furnish the following:
1.Name in full:
2.Address~
3.Birthdate:Place of Birth:
4.California Drivels Lic. No.
Is proprietor doing business.under a fictitious business name? If so, furnish, evidence that proprietor
is authorized to do business under such fictitious business name (e.g.) notice published in newspaper
of general circulation;no, of filing with a County Clerk).
IV. PARTNERSHIP STATEMENT .
If a Partnership, furnish the following:
1.Date of Organization?
2.General Partnership ( )
Limited Partnership ( )
3.Statement of Pm’tnership recorded? Yes ( ) No ( )
Date Book Page County
Has the partnership done business in Santa Clara County?
Yes ( ) No ( ) When?
ATTACHMENT A- "
Name, address, and partnership share of each general partner.
Furnish the birth date, pla~:e of birth, and California Driver’s License number of each person
shown above.
V, CORPORATION STATEMENT
If a Corporation, furnish the following:
1.When incorporated?
9 Where incorporated?
Agent for service: ¯ "
is the corporation authorized to do business in California?
Yes ( ) No ( ) Ifso, as ofwhat date:
The corporation is held: Publicly ( ) Privately ()
If publicly held, how and where is the stock traded?
ATTACHMENT .A
List the following:
a. Number of voting shares:
b. Number of non-voting shares:
c. Number of shareholders:
~,uthorized Outstanding
do Value per share of common stock:
Par $
Book
o
Market $
Furnish the name, title, address, and the number of voting and non-voting shares of stock
held by each officer, director, and principal shareholder.
Furnish the birth date, place of birth, and Califomia Driver’s License number of each person
shown under Item 7 above.
10.Attach a copy of Certificate of Good Standing obtainable from California Secretary of State.
VI. NON-PROFIT CORPORATION STATEMENT_
If a non-profit corporation, famish one copy of the following:
ao Articles of incorporation
Bylaws
A letter from the Internal Revenue Service stating that the organization is tax exempt.
under Section 501(c)(3) or 101(b) of the IRS Code. A tax-exempt status under
Section 170(b) or.509(a) is also acceptable. The IRS letter must contain the proper
name and address of the organization, or a copy of the change notice which has been
forwarded .to them.
A letter from the State of California stating that the organization is tax exempt.
State the mission of the organization:
Bay Area Action’s mission is to help l~ople discover and strengthen their connection and
concern for the natural environment through education and hands-on, action oriented
activities. We aim to build broad based coalitions, empower citizens and develop leadership
skills among our members.
ATTACHMENT A .-
3.members, if an3".Please attach an organization chart showing Board of Directors.
management and staffing levels.
Please include a membership list of your Board of Directors. their
occupations, and dates of service on the Board,
City of residen.ee,
How often does your Board meet?Monthly
What was the.average attendance at Board meetings last year? more than 90%
VII. JOINT VENTURE STATEMENT
If a Joint Venture, answer the following: .
1.Date of Organization
2.Joint Venture Agreement recorded? Yes ( ) No ( )
3.Has the Joint Venture done business in Santa Clara County?
Yes() No () When?
4.Name and address of each Joint Venturer: ’
Name "Address
Furnish the bir~h date; place of birth, and California Driver’s License number of each person
or principals or officers of any entity shown under Item 4 above:
6.Attach a complete copy of the Joint Venture Agreement and any amendments.
ATTACHMENT A
VII1.FINANCIAL DATA"
ho .~~I~ORM ATI ON
Have you ever applied for and obtained a bond? If so, provide details of most recent bond.
Have you ever had a bond or surety denied, canceled or forfeited?
Yes( ) No(X)
If yes, attach a statement naming the bonding company, date, amount of bond. and reason
for such cancellation or forfeiture.
::. N,R :_ ¯- -" N:~ _ -’A,I N
Have you ever filed bankruptcy or been declared bankrupt?.
Yes ( ) No (x)
If yes, give details, state date(s), court jurisdiction(s), case docket number(s), amount of
liabilities, and amount of assets.
ATTACHMENT A
Co ~D METHOD OF FINANCING STEWARDSHIP OBLIGATIONS
Desribe your proposed means, of financing the stewarship obligations, including any planned "
fund raising activities..
Please see attached sheets.
EBLONYINFORMATION
Have you or any principals or officers of the partnership or officers or directors of the
corporation, as applicable, ever been convicted of a felony.’?
Yes() No(10
If ~,es, please state date(s), court location(s) and details of conviction.
ATTACHMENT A
VIII. FINANCIAL DATA
C. PROPOSED METHOD OF FINANCING STEWARDSHIP OBLIGATIONS
Bay Area Action proposes to use a variety of methods for financing our stewardship
obligations. The methods are listed in approximate order of fundraising potential, allsources will be explored to their maximum and during the term of the stewardship
agreement other methods may. be used as opportunities arise. The attached, budget provides
an overview of anticipated costs for the five year agreement. Detailed annual budgets will
be prepared during the annual submission of our work plan and budget request to the
Superintendent, Open Space and Sciences.
1. Foun~l~tions: A number of foundations have been identified which may fund
programmatic-and administrative aspects of the stewardship. We have prepared.a
boilerplate proposal which will be tailored to specific foundation requirements and
submitted upon acceptance of this proposal. In some cases preliminary letters of inquiry
and personal contacts have been made. The response from these inquiries indicates that
foundations support will be possible for many of the proposed stewardship services.
2. Volunteer services and materials: BAA will use voluntee~ services to fund a significant
amount of the obligations proposed herein. Bay Area Action has a strong history of
volunteer support for a variety of- similar activities. Specifically, in a two month periodduring the summer of 1996, a small core of BAA volunteers put in 140 hours of labor
removing invasive plants and planting and watering oak seedlings. At $10/hr this
represents $1,400 worth of labor at no cost to BAA or the City. It must be recognized that
coordination of volunteer labor is a service which will require a paid staff person.In addition to volunteer labor, BAA proposes to acquire materials required for
various steward services from charitable donations. For example, BAA has a track record
of receiving donations of tools, gloves, and other supplies for our Habitat Restoration
project. We anticipate that a significant,fraction of materials and supplies required will be.~
obtained from charitable donations from businesses.
Volunteer services and all charitable contributions will be documented to provide a
realistic appraisal of the fiscal and personnel costs of the stewardship services.
3. Annual budget t~rocess: During the City’s annual ~budget process BAA.staff will submit a
detailed work plan and funding request for specific aspects of our stewardship services.
The budget will prepared in consult with City staff and designed to complement City .
budget requirements for the Preserve. Although not the primary source of funds, this
source, is critical during the start up phase of the stewardship program, and because it
encourages foundations, corporations and individuals to provide additional f’mancial
support.
4. ~ BAA proposes to develop long-termcorporate sponsors willing to
fund specific programmatic or materials needs. Many businesses have been identifiedwhich support these types of programs and we have materials prepared for the initial
inquiries. BAA has a history of collaborating with local businesses for Earth Day activities
and our habitat restoration program (e.g. PaloAlto Hardware, Peet’s Coffee, SunnyvaleMedical Clinic). We also expect other regional businesses ~to be interested in various
aspects of the project (e:g. Real Goods, Whole Foods).
5. l~xlllg_dlza.o.~ BAA will solicit financial assistance from community members who,
support our programs. We will model our program on the private donorcampaign we have
initiated for BAA general funds. We have relied upon private donations (memberships andspecial contributions) throughout our history and anticipate that the Arastradero
stewardship project will attract many donors. This is evidenced by the number .of pledges
we received during the initial proposal phase, even without an official program being
approved.
6. ~ BAA has an established track record of funding programs through
events. We utilize a variety of event types and methods for attracting participants. These
types of events have supported a number of BAA projects and we will continue to use the
same techniques for the Arastradero stewardship project. Examples of these ev.ents includedinner parties (Earth Day 1995 Decadent dinner party), lectures and slide shows (BAA
Cafe, Anne Frank exhibit) and entertainment/educational events. These events will not be.
conducted at the Preserve. Collaborative events may be organized with the City, but the
events will not require .any City staff time nor incur any expense to the City.
Bay Area Action Arastradero Preserve Pro~ct - 2/20/97
Proposed Stewardship Services Directors Volunteer Hours
Hours low est. high est.
I. Preserve Enhancements
A. Habitat Restoration (dismantling sites)
1. Species Selection 200 400
2. Site Preparation 180 250
3. Re-Vegetation 20 20
4. Monitoring 20 20
B. Trails
1. Inventory .150 300
2. Changes (improvements)-
3. Erosion Control 100 600
4. Maintenance 100 200
C. Vegetation Issues (preserve-wide)
1. Invasive Removal
a. Inventory 200 400
b. Control strategies 80 ,100
c. Implementation 80 100
2. Native Plantings
a. Inventory 200 400
b. Species/site selection 100 200
c. Seed Collection 100 400
d. Plantings 20 80
e. Monitoring 10 20
6OO
4OO
40
4O
450
400
6OO
25O
5OO
160
4O
II. Education
A. Interpretive
1. Development
2. Implementation
B. Community
1. High Schools
al Development
b. Implementation
2. Youth Environ. Action
a. Development
b. Implementation
20 40 "80
20 200 300
20 2OO 3OO
III. Research
A. Species Inventory
B. Graduate research
C. Volunteer research
D. Wildlife Management
1. Planning
2. Implementation
200 300 500
40 200 300
IV. Fundraising 140 250 500
TOTALS 2000 4680 6960
Est. Value (@ $10/hr.)
Est. Value (@ S15/hr.)
46,8OO $ 69,6OO
7O,200 $104,400
Year 1 Hours Estimates Page 1 of 1
O0 0 0000
~00000 ~000000 ~
~o00oo ooooooo~
~ooooo o
~ooooo
IX. ~ERIENCE STATEMEN~
Describe in detail the duration and extent of your experience with special emphasis upon
experience directly related to the type of operation proposed for this project. Also describe, in
detail, the pertinent experience of the person or persons who will be directly involved in the
development and/or management of the operation proposed for this project.
Please inchufe any experience in habitat restoration, volunteer coordination, creation of
educational programs, trail maintenance and ecological research.
I. Organizational experience:
Bay Area Action ha.s been developing programs and recruiting volunteers for them since our
inception in 1990. Among our varied programs, we have acquired experience and developed
strong eollabora.tions in both habitat restoration and environmental education. Our in-house
experience, cooperative partnerships, and active volunteer pool provides us with the tools to
accomplish the many goals set forth in this proposal. We are also lease holders for 2.5 acres
of agricultural land in East PaloAlto and Palo Alto, in addition to our 4,500 square foot
building in midtown Palo Alto.
BAA is a citizen-education and citizen-action organization which grew out of the enthusiastic
desire to continue environmental work after Earth Day 1990. Our diverse programs
throughout the San Francisco Bay Area engage our members in hands-on environmental
action. In each project, BAA strives to provide environmental education and encourage
cooperation between local organizations. For example, our Bay Area Earth Day 1995
recruited volunteers to clean-up 14 local habitats, while also providing education through
workshops, fdms, and on-site instruction. For this event, BAA cooperated with other
organizations such as the Sierra Club and BayArea Land Watch..
Our members come from a wide range of experiences, from schoolteachers to corporate
executives, and many have highly specialized skills, such as our professional ecologists and
structural engineers. Members often serve as advisors to our projects, initiate projects .based
on their specific interests, network with other organizations and researchers, and help to
educate other members about scientific details. For example, BAA’s Schools Group arose in
1990 from the interest and efforts of Kathy Armer, then a high school student, who wanted
to organize a network of teenage environmentalists. BAA’s Electric Vehicle Project wasinitiated by an electrical engineer, David Coale. The ecological programs for Arastradero
Preserve originated from the vision and expertise of a professional ecologist, David¯
Smernoff. In six years, BAA has developed into an organization with over 200 regular
volunteers, five employees, and over a thousand members. ¯
Several of our members, including our Arastradero Project coordinator; have professional
expertise in construction for sustainable riving. With the help of these members, BAA
renovated 1,200 square-feet of office space, which BAA now sub-leases, and which
provides low-c0st space to a number of small nonprofit organizations and businesses. The
renovation included many environmentally-sound procedures. Walls we.re dismantled to
make more efficient use of the space, and the used lumber provided material for new .
partitions, trim, and desk legs and braces. Damaged carpeting was replaced with a carpet
made from recycled plastic bottles. The interior of the building was finished with recycled
paint, and the doors, and windows were fitted with strips of insulation to prevent heat loss.
Where appropriate, the bathrooms and the shower contain low-flow faucets and sinks.
Throughout the building, low-wattage bulbs were used. In addition, the office space now
complies with ADA Title 24, which requires disability access for remodeled or use-changed
buildings.
Many of our projects benefit the general public, such as Bay Area Earth Day, whereas others
provide direct benefits to a specific population, such asthe jointly-operated community
garden in East Palo Alto. In 1994, BAA’s habitat restoration project helped restore and
revitalize regional ecosystems. One of our fn’st events mobilized over 100 people to restore
San Francisquito Creek by removing invasive speciesof vegetation, planting native species,
and removing trash from the creek: Our work continued from the Palo Alto Baylands to
Montara Mountain as BAA led clean-up teams, organized creek walks, and created
educational materials. Our native plant garden in the front our midtown~offices, andthe native
plants in our midtown garden have provided us with experience in growing and maintaining
native plants.
For Bay Area Earth Day 1995, our Habitat Restoration Project coordinated fourteen
restoration projects around the Bay Area. BAA built a coalition of many other organizations
including: Bay Area Land Watch, California Native Plant Society, Citizens Committee to
Complete the Refuge, Committee for Green Foothills, Coyote Creek Riparian Station, the ¯
Sierra Club, the Sempervirens Wildlands Restoration Team, San Jose State, and several city,
county and state parks. In conjunction with these efforts, high school students from our
Schools group took part in a watershed restoration project.at San.Francisquito Creek. In
sum, over 600 volunteers participated in this 1995 effort.-
Our most successful education oulreach effort is the BAA Schools Group, which received the
¯ prestigious 1995 Bay Area Youth Service Award. This project unites youth from a dozenBay. Area high schools to take an active hand in helping the environment, learn about current
issues, and develop leadership skills. Students hold weekly meetings where they organizerecycling programs, clean-up crews, research projetts, wilderness trips, guest speakers, and
leadership programs. In November 1995, t~-~:: Schools Group hosted a two-day leadership
conference for high school students, with workshops on deep ecology; environmental .
education and careers, the history of the environmental movement, and many other topics.
For the last 5 years the Schools Project has been funded by the Barbara Delano Foundation,
the 1996 budget was $28,000 for both the Schools Gro’up and YEA!
The Youth Environmental Action (YEA!) program is an interactive, environmental education
program for 3rd through 6th,grade students. We combine classroom presentations with
hands-on, outdoor activities to help students learn.about environmental .stewardship,
bioregionalsim, interdependent relationships and youth leadership skills. We visit a
classroom four times.throughout the year, each time with a presentation on a different
environmental issue. The one and-a-half hour classroom session is accompanied by an.
optional two hour outdoor program the following weekend.
Our Urban Agriculture Project began as an effort to put to positive use a plot of land in a
depressed neighborhood in East Palo Alto. Old tires, syringes, and trash were removed from
the property. Fresh vegetables and herbs were planted using organic methods. Volunteers
experience a refreshing breath of nature in an urban surrounding of concrete and exhaust
¯ fumes. The Urban Agriculture Project places responsibility in the hands of the community, ..
encouraging volunteers to plan and organize ways to market then" goods. The organic
vegetables are sold in local growers’ markets and distributed to community food banks. BAA
collaborates with other organizations, such as the East Palo Alto Historical and Agricultural.
Society. . .
To encourage altemative transportation, BAA sponsored BIKEWEEK in May 1995, a
program which offered seven days of incentives to encourage l~ople to use bicycles around
their cities:Cyclists received discounts on breakfast, groceries, and bicycle equipment, and
could participate in bike path and local architecture tours. BAA also oversees the Electric
Vehicle Project, which converted an MG Midget to run on battery power. This car is
currently used for commutes byBAA volunteers and as a showpiece for educational and
promotional events. In September 1990, BAA ie~ a"Beat the Back-Up" alternative.
transportati0n parade through downtown Palo Alto as part of a larger Bay Area event. This
event was co-sponsored by the City of Palo Alto and BAA.
In all of BAA’s projects, we focus on education as well as hands-on action. In addition to
this educational aspect, BAA provides other venues for learning. Our quarterly newsletter,
"ACTION," reaches 2,000 people and highlights vital currant events as well as BAA
accomplishments. Our numerous fact sheets and printed guides include information on issues
such as energy efficiency, climate change, and household hazardous waste. In April 1995,
BAA organi .zed an Endangered Species Forum, featuring a panel of scientists and other
professionals who discussed the reauthorization of Endangered Species Act. Every month,
the BAA Care combines music, food; andan environmental speaker or presentation. BAA
has produced slideshows on the importance of old-growth forests and three environmental
videos on local habitats and indigenous people, two of which received the Bay Area Cable
Excellence Award.
II. Individual experience:
A. Dr. David Smernoff Age:37
Ecologist, NASA-Ames Research Center, Mountain View
Bay Area Action Council Member, Chairperson .-
Board of Directors, Midpeninsula Regional Open Space Dislrict
Dr. Smernoff is a co-founder of Bay Area Action. He received his Masters degree in
Environmental Management from the University of San Francisco in 1985 and his Ph.D.
from Stanford University in 1992. His professional work has focused on studying organism-
environment interactions, including plants, microbes and humans. At Arastradero Preserve
he will sti~dy basic ecological principles and explore ways to optimize human-environment
interactions. He will serve as the Arastradero project programs director for BAA,
coordinating educational, research and volunteer activities. Dr. Smemoff was raised in
Denver, Colorado and is currently a resident of Mountain View.
In his role as a Director of the Midpeninsula Regional Open Space District he works with
staff and other board members to establish and implement policies and programs of the
district. The district currently has over 50 staff members, a 10=million-dollar annual budget
and preserves over 41,000 acres of open space lands.
B. Mr. James Steinmetz Age: 31
Building Restoration, Property Management, Non-profit management and program
development
Bay Area Action Council Member, Arastradero Preserve Project Leader
Board of Directors, Seventh Harvest Research Institute, East Palo Alto, CA
Advisory Board, Urban Ministries Palo Alto Homeless Garden
Mr. Steinmetz hasbeen involved with Bay Area Action from its inception and is a co-founder.
He has served as Executive Director and has been instrumental in numerous BAA projects,
including leadership for the Schools project, the Urban Agriculture project and now serves as
Coordinator for the Arastradero Preserve project. He has been particularly successful at
securing foundation funding for each of these programs, as well as securing funding for
administrative and director salaries. He has lengthy experience in property management and
construction from his families re.al estate business. For the past 5 years he has worked in the
restoration, renovation and construction of homes, apartments-and commercial buildings: He
emphasizes sustainable building design and techniques and is experienced in. salvage of
building materials, foundation work, roofing, finish carpentry, tile, and landscaping. He led
the BAA effog to move to the current location in Midtown, negotiated the lease terms, managed
the renovation work, sub-leased the building and served as building manager. He was raised in
Palo Alto and is currently a resident. ~
C. Ms. Susan Nieholls Age:42
Bay Area Action Council member, Schools Group Director
Ms. Nicholls has been involved with Bay Area Action from its inception. She has focused her
efforts primarily on the Schools Project, and currently oversees the high school group and
works with the elementary school program. Ms. Nicholls has led the project for the past 4
years. In her role as advisor to the high schools group, Ms. Nicholls provides guidance,
assists in formulating goals and oversees the financial aspects of the project, including fund
raising. For the elementary school program she develops curriculum, visits classrooms, and
leads tours of San Francisquito.creek.
Ms. Nicholls has a Masters degree in Education from San Jose State University, with a focus
on designing training programs. She was raised in Boston and has been a local resident for the
past 14. years. Ms. Nicholls currently lives in Palo Alto.
D. Mr. Geoff Nicholls Age:37
Consultant, GeoffNicholls Consulting, Palo Alto
Bay Area Action Council Member, Financial Officer
Mr. Nicholls has been involved with Bay Area Action from its inception. Mr. Nicholls’
primary role in Bay Area Action has been to serve as the financial officer, although he has also
served as director. As financial officer, Mr. Nicholls has been responsible for the overall
fmanciai viability of the organization, including financial oversight of all Bay Area Action -
projects, short-term investment of slack funds, research into tax.matters, generation of detailed
monthly financial reports, and accounts receivable/accoun~ payable. Mr. Nicholls was raised
in Eugene, Oregon and is currently a Palo Alto resident.
¯ E, Susan Stansbury
Fundraising Coordinator
Bay Area Action Council Member, Secretary
Age: 31
Ms. Stansbury is a veteran of Earth Day 1990 and a co-founder of Bay Area Action. She has
been instrumental in many of Bay Area Action’s projects, including the Forests Project and the
Garden Project. Ms. Stansbury serves as secretary for the organization and has recently
assumed the role of fundraising coordinator. Professionally she has worked in the
microelectronics industry as a Material and Document Control Manager and in Sales and
Customer Service. Ms. Stansbury has a degree in English Literature and German Culture from
the University of California at Santa Barbara. She was raised in Los Gatos and is currently a
resident of Pal0 A!~to.
F. Mr. David Houston
Senior Tools Engineer, Accolade Inc., San Jose
Age: 35
Mr. Houston graduated from Northwestern University in 1983 with a Bachelor of Science
degree in Electrical Engineering. He has been involved with BAA since 1992 and has worked
in the community gardens, on habitat restoration, with the 1995 ’.’Food for Thought,’ event,
and provided musical entertainment for the Weeks St. Garden Winter celebration. Mr.
Houston is interested in discerning ways to overcome the hidden costs associated with using
non-sustainable energy sources. As a high school science student he developed working
models of solar steam generators which demonstrate the potential to use solar energy to
generat~ electricity. Mr. Houston seeks to demonstrate how with existing technology, state of,
the art techniques and common sense, home owners can reduce their energy needs. By
understanding how best to reduce dependency on traditional energy sources, BAA can
continue to educate the community and raise environmental.awareness. He is currently a
Woodside resident.
G. Mr. Jonathan O. Scott Age: 36
Paten~ Attorney, Hiekman Beyer & Weaver, Palo Alto
Bay Area Action Council Member ¯
Prior to joining Bay Area Action, Mr. Scott co-founded Youth Servicelntemational, a not-
for-profit organization based in Raleigh, North Carolina. The organization fostered personal
growth in youth through international science and service expeditions. Mr. Scott was
responsible for planning, organizing and leading a 15-member team of young adults on a
three-month expedition to Costa Rica to perform wildlife conservation, biological research
and communitY-service projects.
With Bay Area Action, Mr. Scott has focused his efforts.on restoration of San Francisquito
Creek and habitat restoration in the Bay Area. Currently, as an attorney, Mr. ScOtt also
advises Bay Area Action on legal matters such as liability, insurance needs, property matters
and other issues associated with a not-for-profit. Mr. Scott was raised in Menlo Park and is
currently a resident of Palo Alto.
X. REFERENCES
List at least four persons or firms with whom you have conducted business transactions during the "
past three years. At least two references named should have knowledge ofyour debt payment
history. At least two references should have "knowledge of your abilities to perform the operations
described in previous experiences section above.
REFERENCE NO. 1~
Firm:
Title:
Address:
Telephone:
Honorable Anna G. Eshoo
United States House of Representatives
Congresswoman
fiqR Emerson ~treet
Palo Alto, CA
(415)323-2984 or (202)225-8104
ZiE 94301
Nature andmagnitude offinancialorbusinessassociation:
I have worked with Bay ~rea Action for the past four years and have always been
impressed with their ability to make significant progress on environmental issues
in the Bay Area (please see attached letter).
REFERENCE NO. 2
Firm:
Title:
Address:
.Debbie Mytels
San Franclsqulto Creek CRMP project,
CRMP Coordinator
- :-hore-Road
Paio Alto, CA
Telephone: (415) 962-9876
Nature andmagnitude offinancialor business association:.
c/o Pennisula Conservation Center
ZiE 94303
Please see attached letter.
ATTACHMENT A
REFERENCE NfZ~.~
Name:Don L. Price, CPA
Title:
Address:960 Addison Avenue"
Pale Alto, CA
Telephone: .(415) 327-1254
Nat~reandmagnitudeoffinancialorbusinessassoeiation: -
I have reviewed the balance sheet and statements of financial activities and
other finanhial statements for the years ended 5/31/95 and 5/31/96. I prepared
a pro forma review for the 3 month period ending 9/3~/95 for purposes of
presentation to the City of Pale Alto. Prepared tax returns for the years
1994-1995 and 1995-1996..
REFERENCE NO. 4
Name:.Jean Fisher
Title:
Address:3861 Corina Way
Pale Alt6, CA Zip~~
Telephone: , .(415) 493-1908
Nature and magnitudeof financial or business association:
I have been the landlady for BAA forthe past 3 years with a yearly obligation.
of about $50,000, Recently re-en~ered a two year lease .extenstion.
ATTACHMENT A
’WASHINGTON OFFICE
308 CANNON BUILDING
WASHINGTON. DC 20515-0514 "
(202) 225-8104
annagram@hr.house.gov
DISTRICT OFFICE
698 EMERSON STREET
PALO ALTO, CA 9430.1
(415) 323-2984
(408) 245-2339
COMMI’I-rEE ON COMMERCE
TELECOMMUNICATIONS AND FINANCE
OVERSIGHT AND INVESTIGATIONS
REGIONAL WHIP
CO-CHAIR,
MEDICAL TECHNOLOGY CAUCUS
December 17, 1996
The Honorable Lanie Wheeler
City of Pa!o Alto
250 Hamilton Avenue
Palo Alto, California 94301
Dear Mayor Wheeler,
I write to express my strong support for Bay Area Action’s Stewardship Agreement proposal for
the Arastradero Preserve. ,
Over the past four years I havd had the opportunity to work with members of Bay Area Action
on a variety of environmental issues. In particular, Bay Area Action has met with me and my
staffto provide valuable information on localenvironmental issues, they’ve organized and
invited me to moderate educational forum on environmental legislation effecting ourlocal
environment, and they’ve provided valuable service to our community through their successful
environmental restoration projects.
I also have great respect for the educational programs managed by BAA, including the High ’
Schools Group and the Youth Environmental Action Program, from which several students now
serve on my Student Advisory Board. Both of these programs provide a valuable service to the
community by educating our youth about important environmental issues. BAA has employed
variety.of unique educational approaches, including a combination of classroom activities, as
well as outdoor hands-on experience and leadership training. These example would be of.
particular value to the Arastradero Preserve.
I’m proud to support Bay Area Action’s Stewardship Agreement for the Arastradero Preserv~ and
ask that you give their proposal the serious consideration it deserves.
An~a~7"~shoo
~----’"’~’Member of Congress
AGE:~md
cc: Members of the Palo Alto City Council
THIS STATIONERY PRINTED ON PAPER MADE OF RECYCLED FIBERS
San Frari¢isquito Creek Watershed
Coordinated Resource Management and Planning (CRMP)
John Walton
Division of Arts and Sciences
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
December 17, 1996
Dear John,
Bay Area Action has been a major collaborating partner in the San Francisquito Creek
CRMP (Coordinated Resource Management. and Planning) process, contributing
capableand responsible .volunteers to several- projects during the .three years that we
have been working together.
BAA has organized volunteers for an on-going series of creek clean-up events, and
they have trained others for native plant restoration projects in riparian areas. They
also recruited volunteers for.two brochure distribution efforts in creekside
neighborhoods of Palo Alto and Menlo Park.
¯ BAA Volunteers have ranged in age from high school students to retired persons, and.
all are committed to environmental preservation. The BAA staff and leadership are
particularly adept at instilling .volunteers with a sense of purpose and encouraging a
team spirit.
Bay Area Action is well suited to .carrying out the tasks of the stewardship application
and will be a good parmer to the City of Palo Alto in restoring and caring for the land
on the Arastradero Preserve.
Sincerely,
\Debbie Mytels
San Francisquito Creek CRMP Coordinator
Describe your specific plan for providing stewardship services on the Preserve. Discuss any
optional services and uses which you will seek permission .to provide.
Bay Area Action plans three main areas of stewardship services; enhancements, education andresearch. These areas are divided into tasks which are discussed below. Specific details for "
each task will be ref’med as we work with City staff and local exPerts to begin implementing
the stewardship services. The attached timeline provides a guide for thesequence of various
tasks, modifications will be made as implementation proceeds. We anticipate that some new
.tasks may arise as work progresses and new needs are identified. Revisions to this basic plan,
and implementation for each task, will occur after.review by City staff and approval of the
Superintendent, Open Space and Sciences.-
I. Enhancements:
A. Habitat Restoration - A general term for restoring an area tO a defined ecological state,
usually indigenous to the area. For this proposal we are primarily referring to the restoration
of the sites where the facilities are beingrem0ved. However, BAA will conduct a thoroughreview of the Preserve to identify.other areas which may require restoration efforts (e.g. ’
riparian zone, eroded areas, ~tc.). " .
1. ~ - Species native to the oak-grassland ecosystem will be selected
based on criteria developed in conjunction with local experts and the City. Selection criteria
should include factors such as seed availability, germination rate, degree of preparation
(seedling establishment), maintenance requirements, suitability for local habitat (cover and
forage), etc. Seeds will be collected locally whenever possible, forexample atoms from the
Preserve were collected this fall, and BAA and California Native Plant Society (CNPS)
members recently collected native bluerye~grass seeds in Foothills Park.
2. Site preparation - When the facilities are fully removed, BAA will mobilize
volunteers to prepare the sites for re-vegetation. Support from the City is anticipated for’large-
scale earth moving, should it be necessary, Use of fill from off-site should be avoided to
prevent introduction of unwanted species. Soil disturbance from structure removal, or bydisking, may be beneficial to encourage exhaustion of unwanted species from the seed bank. ’
This strategy would require on-going mechanical removal and disturbance for .one full winter
season. Other sites may require specific measures to ensure success of restoration efforts (e.g.
temporary trail closu, res, invasive removal).
¯ 3. Re-vegetation - Seeds from selected plants will either.be sown directly ihto the soil,
or planted as seedlings, depending on species requirements. For Oak re-establishment we
recommend above and below ground cages to improve survival rate. Invasion by adjacent
native plants may be sufficient for small areas (water tank sites, small home), especially if
non-natives are removed periodically. ~
4. Monitoring and care - After planting is comPlete, BAA staff and volunteers will
monitor all sites and care for plants where necessary (e.g. watering young oaks). Monitoring
of the site for success of desired species and removal of non-native species will be on going.
Precautions will be taken toavoid erosion problems and monitoring/repair will occur as
necessary. Monitoring will also include evaluation of different techniques, seed sources, etc.
which may affect restoration success and which.may require further research or effort to.
improve restoration efforts.
B, Trails:
1. Trails inventory_ - BAA staff and volunteers will conduct a thorough inventory of
existing trails on the Preserve, including both authorized and informal trails. The inventory
will be conductedduring the ftrst year of the agreement. It will include a map detailing all
trails, their condition and use patterns, and preliminary recommendations concerning
suitability, e~c.
2. Tr’dil ~ystem changes - BAA staff and volunteers, in conjunction .with City staff and
other interested members of the community (Trail Center, ROMP, equestrians, hikers), will
determine if any changes to the trail system are warranted. Criteria for the trail system will be
based on existing City policy, ecological and natural r~source protection concerns, user input,
ease of maintenance and others as established by the.trail system working group. These
changes may include closure of certain trails and consmaction of new trails. The working
group will present its findings, including a proposed timeline for changes, during the second
year of the agreement.
3. Erosion control - Trails creating erosion problems may be closed and/or mitigated to
reduce erosion problems. Serious erosion areas may require mitigation or closure prior to
’ formal adoption of trail system changes, such measureswill be taken under the direction of
the Superintendent, Open Space and Sciences.
4. Trail maintenance - BAA will work in close conjunction with City staff to organize
volunteers to assist in the maintenance of the_ Preserve’s trail system. Various tasks may be
supported by BAA volunteers including, trail closures (permanent and seasonal), trail
-building, construction of water bars, removal of debris, etc. This effort will be on-going
throughout the duration of the stewardship agreement. .
C. Vegetation Issue.s:
1: Removal of non-native, invasive weeds:
a. ~!nv~iv¢ ~pecies inventory. - BAA staff, volunteers and other local experts
will conduct a thorough inventory of invasive species present on the Preserve. Inventory will
include location, and severity of invasive species, site priorities and control strategy
recommendations. Maps will be prepared which track population changes over time.
b. Control strate_~ie~ - For each identified invasive species control strategies
will be evaluated based on current literature reviews and consultation with local experts (e.g,
CNPS, Wildlands restoration team; park agencies). Plans will be evaluated for consistency
with City policies and approved by the Superintendent, Open Space and Sciences. Strategies
to be considered include;, hand and mechanical clearing, disking, mowing, and re-
establishment of cleared areas with native grasses, shrubs and .trees. Many control strategies
will require precise seasonal timing an.d ongoing attention to areas being restored. A four year
plan, including species-specific strategaes and timelines, will be prepared during the first year.
c. ~nta~ - BAA staff and volunteers
will implement City-approved strategies. BAA will devise a schedule based on species
characteristics and removal strategies whic.h will maximize the benefit of removal efforts and
volunteer assistance. Particularly noxious species may be subjected to several control
strategies to permit comparison of effectiveness. BAA may assist the City in poison oak
management at the discretion of BAA and City staff.
2. Native plantings:
a. blatives inventory - BAA staff and volunteers will conduct a native species
inventory throughout the Preserve. We will work in conjunction with local experts to identify
native species, seed banks and possible species at risk. The inventory will include a map
showing the range and density of key native species, the map will be updated annu.ally to
provide a gauge of the success of native species restoration.
.. .b. Selection of st)eeies to vlant and arca~ tO be planted - AS part of the
inventory process we will seleci species ~hich are suitable for habitat restoration efforts ahd
delineate areas where such efforts may be necessary. This task includes a tree planting plan
emphasizing oak re-establishment using acorns from local trees.
c. ~eed ¢ollecti0n, seedling e~tablishment - BAA staff and volunteers willcollect seeds from identified species as they are available. In some cases commercial seed may
be purchased if local sources are unavailable or inadequate. For plants requiting seedlings,
BAA will plant and maintain seedlings until the restoration si.tes are prepared and the planting
conditions are suitable. Alternatively, BAA may t/se the services of professional nurseries toraise seedlings, contingent upon financial issues, difficulty in raising specific species and
other issues..
d. ~ r Selected species will be planted according, to seasonal and
species constraints. Oaks will be planted as acorns with above and below ground cages. BAA
volunteers will dig holes, prepare cages and monitor the success of all plantings. Records will
be kept of plant species and density before and after plantings to provide accurate analysis.of
restoration success, and provide insight into improvement of restoration techniques.
e. Care and monitoring - BAA staff will train volunteers to monitor all planted
sites and conduct any necessary care for plantings until they are established. During all phases
of vegetation management, BAA will consult With a variety of experts including, but no~ ,
limited to, the CNPS; Friends of Foothill park, Audobon society, California Biodiversity
Council, etc.
lI. Education
A. ~~ BAA staff and volunteers will assist the City in the education of
Preserve visitors about appropriate use and care of the Preserve. These services could include
docent-led hikes highlighting important Preserve features, community workdays for in#asive
species removal, seed collection, plantings etc. Development of the programs will begin
during the later portion of the first year of the agreement, and be implemented when the new
facilities become available. Certain minimal interpretive features may be implemented sooner,
such as informational signs and community work days.
B.n’_i _r ":.
1. Hi h h I ro am - The BAA High Schools group organizes high school
~tudents for various educational activities. BAA proposes to have small groups of interested
students visit the Preserve with local experts to learn about various ecological processes (e.g,
riparian systems, invasive species issues, land management, etc.). These programs would
generally occur during times when Preserve use is low, would be led by experienced .
educators and BAA staff, and will be designed to enhance the Preserve. These programs
would be phased in gradually, with input from neighbors and the general community, and
reaching a maximum of approximately one every two months. All programs would be
approved in advance by the Superintendent, Open Space and Sciences.
2. Youth Environm~ental Action Pro_m’am~ - Similar to theHigh schools programs,
BAA has an active elementary, school environmental education program. BAA staff present
material to students in the classroom foul times per year and on a following Saturday invite
students, teachers and parents to attend an optional program outdoors. BAA proposes to
inetrporate a local ecosystems segment into this program, focusing on the ecosystem types at
the Preserve. The program would invite students, parents and teachers to the Preserve on four
occasions per year. The group would be led by BAA staff and local experts and provide a
valuable opportunity for them to learn about the Preserve. All participants will be engouraged
to arrive by bike, bus or carpool. Groups will.be kept small to minimize theimpact on the
Preserve and ma~nize the educational experience.
III. Ecological Research
A. ~9~ecies Inventories - During the first year the Preserve willbe inventoried for native
and non-native plants and wildlife. The surveys will be conducted by BAA staff and
volunteers. We will also rely on local experts from various organizations including City staff,
Midpeninsula Regional Open Space District, CNPS, Coyote Creek Riparian Station, Jasper
Ridge Biological Preserve and other interested members.of the community.
.B. Draduate research nro~,rams- Specifically identified research projects, as detemained
by BAA and City staff, may be delegated to qualified graduate students from local
universities. These projects will be identified so that they provide students with access to a
research site and a project which fits within the guidelines of their institution. The benefit to
the Preserve will be carefully conducted research that addresses important issues on the
Preserve. The City will retain the right to use information gathered for the benefit of the
Preserve. The BAA Preserve Director will be responsible-for identifying projects and.
students, obtaining approval from the Superintendent, Open Space and Sciences and ensuring
the work is done to established standards. Results may be published in scientifie journals and
may benefit natural resource managers addressing similar issues.
C. " - Some research programs, especially ongoing
monitoring of Preserve resources, may be conducted by qualified volunteers. BAA will
identify programs, gather information and resources to conduct the programs and implement
them. This may include recruitment and training of volunteers, archiving and.dissemination of
results and any necessary follow through on the programs. An example of this type of
collaboration would be on-going water quality monitoring using protocols established by the
Coyote Creek Riparian station and using their volunteer monitoring program. ..
D. "! li n i - BAA staff will work with the City to develop a long-.
range wildlife management plan. Species inventories conducted under other tasks will provide.
a database for evaluating various wildlife issues and developing strategies.for protecting
wildlife present on the P~eserve. Issues related to invasive wildlife species .(e.g. fish species,
bullfrogs) will be ~iddressed as well as possible re-introduction of native species (e.g. red "
legged frog). This task is included under research because it will be a longer-term effort and
must be based on scientific evaluation of wildlife issues and management strategies. All
implementation will receive approval from the Superintendent, Open Space and Sciences.
XII.PROPOSED CHANGES TO DOCUMENT*
If you believe changes to the forms of the Stewardship Agreement is necessary for you to
successfullyperform the services on the Preserve please identify the clauses requiring changes below
and specifically indicate the nature of the required Change on the document or on another sheet of
paper. ~ -any proposed changes .should relate to the particular proposed use.
Remember that CITY may reject an), or all proposals, and required revisions to the document may.
be grounds for rejection. Notwithstanding-the foregoing, the form of the document may also be
Subject to change by the City and further negotiation, based on the city Council’s selection of the
proposed Steward for the Preserve.
Clauses requiring
Changes:
None.
ATTACHMENT A
Attachments
Section VI: Non-profit Corporation documents
1. Articles of Incorporation
3.
4o
5.
6.
Bylaws. .
Internal Revenue Service tax exemption letter
State ofCalifornia tax exemption letter
Organizational chart
Council membership matrix
Stewardship agreement and exhibits
1. Stewardship agreement
2. Exhibit A : Preserve map
3. Exhibit B: General conditions
4. Exhibit C: .Management plan..
Note: If the attachments are not included in your copy of the proposal, they may be
requested from Bay Area Action..
ATTACHMENT VI-I
Articles of Incorporation
OFFICE OF THE SECRETARY OF STATE-~~+.,.:;,.~.;~,_,:_--.,~.=~,o.~. .... ,..,..-,=:..,.>...~,.=.,:~:~.,~:;,=..:.=~-: ,..~...,
CORPOR,ATION DIVISION
I, MARCH FONG EU~ Secretary of
State of California, hereby certify:
State of-the
That the annexed transcript has been compared with
the corporate record on file in this office, of which it
purports to be a copy, and that same is full, true and
correct.
¯ IN WITNESS WHEREOF, I execute
this certificate and affix, th6 Great
Seal of the State of California-this
JUL 2 1992
Sccrctary oJ State
18 4a18
ARTICLES OF INCORPORATION
OF
BAY AREA ACTION
A CALIFORNIA PUBLIC BENEFIT CORPORATION
ONE: The name of this corporation is Bay Ar’ea Action.
TWO: This corporation is a nonprofit public benefit corporation and is not
organized for the private gain of any person. It is organized .under the
Nonprofit Public Benefit Corporation Law for charitable purposes. The
specific purposes of.the corporation include, but are not limited to, (i)public
education about, environmental .issues through publications, presentations,
public activities and other forms of outreach to the public, and (ii) conducting
other public and charitable activities.
THREE: The name and address in the State of California of this corporation’s
initial agent for service of process is Owen Byrd, Bay )krea Action, 504 A
Emerson Street, Palo Alto, CA 94301.
FOUR: (a) This corporation.is organized and operated exclusively for
educational purposes within the meaning of Section 501(c)(3) of the
Internal Revenue Code.
(b) Notwithstanding any other provision of these Articles, the ~-
corporation shall not carry on any other activities, not permitted to be
carried .on (1) by a corporation exempt from federal income tax under
Section 501(c)(3) of the Internal Revenue Code or (2) by a corporation
contributions to.which are deductible under Sec.tion 170(c)(2) of the
Internal Revenue Code.
(c) No substantial part of the acti~iities of this corporation shall consist
of carrying on propaganda, or otherwise attempting to influence
legislation, and the corporation shall not participate or intervene in
any political campaign (including the publishing or distribution of
statements) on behalf of, or in opposition to, any candidate for public
office.
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FIVE: The names and addresses of the persons appointed to act as the initial
Directors of this corporation are:
Name Address
Abhay Bhushan 3838 Mumford Place, Palo Alto, CA 94306
Judith Bhushan
Owen Byrd
Beth Dels0n
3838 Mumford Place, Palo Alto, CA 94306
1130 WebsterAve, Palo Alto, CA 94301
660 Ashton Ave, Palo Alto, CA 94306
Dennis DeRyke
Peter Drekrneier
2677 Alma St, Palo Alto, CA 94306
3785 La Selva, Palo Alto, CA 94306
Susan Lambie
Geoffrey Nicholls
Owen Olson
David Smernoff
Susan Stansbury
James Steinmetz
Thomas Scott
Robert Valdez
667 Marion Ave, Palo Alto, CA 94301
667 Marion Ave, Pal0 Alto, CA-94301
3553 Alma St #2, Palo Al to, CA 94306
3785 La Selva, Palo Alto, CA 94306
-844 Addison Ave, Palo Alto, CA 94301
104 Haight St, Menlo Park, CA 94025 "
12 Maywood Lane, Menlo Park, CA 94025
635 Webster St, Palo Alto, CA 94301
.SIX: The property of this corporation is irrevocably dedicated to educational
purposes meeting the.requirements of Section 214 of the California Revenue
and Taxation Code and no part of the net income or assets of the organization
shall ever inure to the benefit of any director, officer or member thereof or to
the benefit of any private person.
On the dissolution or winding up of the corporation, its assets remaining
after payment of, or provision for payment of, all debts and liabilities of. this
corporation, shall be distributed to a nonprofit fund, foundation, or
corporation which is organized and operated exclusively for educational
purposes meeting the requirements of Section 214 of the California Revenue
and Taxation Code and which .has established its tax-exempt status under .
Section 501(c)(3) of the Internal Revenue Code.
Date: March 5, 1992
... y h_u~ha.n, Director
(~ith B ub~an, D/iTector
,<~~Beth Delso~n,~ Director
./9 ~)er~is~DeRyk~, Director
S a Lamb." ~" or
~p y ~holls, Director
. D~vid SmernofL Director
S~an Stansbu~, Director
’ ~), Thom~s,Scot~ Director
Robert Valdez,
We,.the above-mentioned initial directors of this corporation, hereby declare
that we are the persons who executed the foregoing Articles of Incorporation,
which execution is our act and deed.
Abh, ay Bhus an, ~Director
Iudith Bhushan, Director
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ATTACHMENT Vl-2
BYLAWS OF BAY AREA ACTION.
Table of Contents
Article 1
Article 2
Article 3
Article 4
OFFICES
Section 1
Section 2
Section 3
Principal Office
Change of Address
Other Offices
PURPOSES
Section 1 ObJectives and Purposes
DIRECTORS
Section 1 Number
Section 2 Powers
Section 3 Duties
.Section 4 Terms of Office
Section 5 Compens.ation
Section 6 Restriction Regarding Interested Directors
Section 7 Place of Meetings
Section 8 Regular and Annual Meetings
Section 9 Special Meetings
Section 10 Notice of Meetings
Section 11 Contents of Notice ...
Section 12 Waiver of Notice and Consent to Hold Meetings
Section 13 Quorum for Meetings
Section 14 Majority Action as Board Action
Section 15 Conduct of Meetings
Section 16 Action by Unanimous W.ritten Consent
Without Meetings
Section 17 Vacancies "
Section 18 Non-Liability of Directors
Section 19 Indemnification by Corporation of Directors,
Officers Employees and Other .Agents
Section 20 Insurance for Corporate Agents
OFFICERS
Section 1.
Section 2
Section 3
Section 4
Section 5
Section 6
Section 7
Section 8
Section 9
Section 10
Number of Officers
Qualification, Election, and Term of Office
Subordinate Officers
Removal and Resignation
Vacancies
Duties of President
Duties of Vice President
Duties of Secretary
Duties of Treasurer
Compensation
Article 5
Article 6
Article 7
Article 8
Article 9
Article 10
Article 11
Article 12
COMMITTEES
Section 1 Executive Committee
Section 2 Other Committees
Section 3 Meetings and Action of Committees
EXECUTION OF INSTRUMENTS, DEPOSITS AND
’FUNDS
Section 1 Execution of Instruments
Section 2 Checks and Notes
Section 3 Deposits
Section 4 Gifts
CORPORATE RECORDS, REPORTS AND SEAL
Section 1
Section 2
Section 3
Section 4
Section 5
Maintenance of Corpora.re Records
Corporate Seal
Directors’ Inspection Rights.
Right to Copy and Make Extracts
Annual. Report
FISCAL YEAR ’
Section 1. Fiscal Year of the Corporation
AMENDMENT OF BYLAWS
Section 1 Amendment
AMENDMENT OF ARTICLES .
Section 1 Amendment of Articles
Section 2 Certain Amendments
PROHIBITION AGAINST SHARING CORPORATE
PROFITS AND ASSETS
Section 1 Prohibition Against Sharing .Corporate Profits
and Assets
MEMEBERS
Section 1 Determination of Members
BYLAWS
OF
BAY AREA ACTION
A CALIFORNIA PUBLIC BENEFIT CORPORATION
ARTICLE 1
¯ OFFICES
SECTION 1. PRINCIPAL OFFICE
The principaloffice of the corporation for the transaction of its business is
located in Santa Clara County, Califor.nia.
SECTION 2. CHANGE OF ADDRESS
The county of the corporation’s principal office can be chang’ed.only by
amendment of these Bylaws and not otherwise~ The Board of Directors may,
however, change the principal office from one location to another within the
named county by noting the changed address and effective datebelow, and
such changes of address shall not be deemed an amendment of these Bylaws:
Dated:
Dated:19__
Dated:" ¯. 19__ "
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without
the State of California, where it is qualified to do business, as its business may
require and as the board of directors may, from time to tim~, designate..
ARTICLE 2
PURPOSES
SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of this corporation shall be: to educate
the public about environmental issues through publications; presentations,
public activities and other forms of outreach to the public.
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ARTICLE 3
DIRECTORS
SECTION 1. NUMBER
The corporation shall have not less than three (3) nor,more than nineteen
(19) directors, with the exact number to be fixed within these limits by
approval of the Board of Directors in the manner provided by these Bylaws.
SECTION 2. POWERS
Subject to the provisions of the California Nonprofit Public Benefit
Corporation law and any limitations in the Articles of Incorporation and
Bylaws relating to action required or permitted to be taken or approved by the
members, if any, of this corporation, the activities and affairs of this
corporation, shall be conducted and all corporate powers shall be exercised by
or under the direction of the Board of Directors.
SECTION 3. DUTIES
It shall be the duty of the directors to:
(a) Perform any and all duties imposed on them collectively.or individually
by law,.by the Articles of Incorporation of this corporation, orby these Bylaws;
(b) Appoint and remove, employ and discharge, and, except as otherwise
provided in these Bylaws, prescribe the duties and fix the compensation, if
any, of all officers, agents and employees of the corporation;
(c) Supervise all officers, agents and employees of the corporation to assure
that their duties are performed properly;
(d) Meet at such times and places as required by these Bylaws;
(e) Register their addresses with the Secretary of the corporat.ion and notices
of meetings mailed or telegraphed to them at Such addresses shall be valid
notices thereof. .
SEC~I~ION 4. TERMS OF OFFICE
Each director shall hold office until the next annual meeting for election of
¯ the Board of Directors as specified in these Bylaws, ,and until his or her
successor is elected and qualifies.
SECTIONS. COMPENSATION.
Directors shall serve without compensation. In addition,~ they shall be
allowed reasonable advancement or reimbursement of expenses-incurred in
.the performance of their regular duties as specified in Section 3 of this Article.
Directors may not be compensated for rendering services to the corporation in
any capacity other than director unless such other compensation is reasonable "
and is allowable-under the provisions of Section 6 of this Article.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-
nine percent (49%) of the persons serving on the board may be interested
persons. For purposes of this.Section, "’interested persons"’ means either:
(a) Any person currently being compensated by the corporation for services
rendered it within the previous twelve (12) months, whether as a full- or
part-time officer or other employee, independent contractor, or otherwise,
excluding any reasonable compensation paid to a director as ,director; or
(b) _Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-
law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such
person. "
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless
otherwise provided by the board or at such place within or without the State
of California which has been designated from time to time byresolution of
the Board of Directors. In the absence of such designation, any meeting not
held at the principal office of the corporation shall be valid only if held on the
written consent of all directors gi~cen either before or after the meeting and
filed with .the Secretary of the corporation or after all. board members have
.been.given written notice of the meeting as hereinafter provided for special
meetings of the board. Any meeting, regular or special, may be held by
conference telephone or similar communications equipment; so long as all
directors participating in such meeting can hear one another.
SECTION 8. REGULAR AND ANNUAL MEETINGS
Regular meetings of Directors shall be held on the first Thursday of each
month, unless such day falls on a legal holiday, in which event the regular.
meeting shall be held on the next business day.
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At the annual meeting of directors held on the first Thursday Of January,
directors shall be elected by the Board of Directors in accordance with this
section. Cumulative voting by directors for the election of directors shall not
be permitted. The candidates receiving the highest number o~ votes up to the
¯ number of directors to be elected Shallbe elected. Each director shall cast one
vote, with voting being by ballot only.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the Chairperson of
the board, the President, the Vice President, the Secretary, or by any two
directors, and such meetings shall be held at the place, within or without the
State of California, designated by the person or persons calling the meeting,
and in the absence of Such designation, at the principal officeof the
corporation.
SECTION i0. NOTICE OF MEETINGS
Regular meetings of the board may be held without notice. Special meetings
of the board shall be held upon four (4) days’ notice by first-.class mail or forty-
eight (48) hours’ notice deli~’ered personally, or by telephone or telegraph. If
sent by mail or telegraph, the notice shall be deemed to be delivered on its
deposit in the mails or on its delivery to the telegraph company. Such notices
shall be addressed to each director.at his or her address as shown on the books
of the corporation. Notice .of tl{e time and place of holding.an adjourned
meeting need not be given to absent directors if the time and place of the
adjourned meeting are fixed at the meeting adjourned and if such adjourned
meeting is held no more than twenty-four (24) hours from the time of the
original meeting. Notice shall be given of any adjourned regular or special
meeting to directors abserit from the original meeting if the adjourned
meeting is held more than twenty-four (24) hours from the time of the
original meeting.
SECTION 11. CONTENTS OF NOTICE
Notice of meetings not herein dispensed with shall specify the place, day and
hour of the meeting. The purpose of any board meeting need not be specified
in the notice.
SECTION 12. WAIVER OF NOTICE AND CONSENT TO HOLDING
MEETINGS
The transactions of any meeting of the board, however called and noticed or
wherever held, are as valid as though the meeting had been duly held after
proper call and notice,¯provided a quorum, as hereinafter defined, is present
and provided that either before or after the meeting each director not .present
signs a waiver of notice, a consent to holding the meeting, or an approval of
the minutes thereof. All such ¯waivers, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
SECTION 13. QUORUM FOR MEETINGS
A quorum shall consist of a majority of the Board of Directors.
Except as otherwise provided in these Bylaws or in the Articles of
Incorporation of this corporation, or by la&, no business shall, be considered
by the board at any.meeting at-which a quorum, as hereinaftey-defined, is not
present, and the only motion which the Chair shall entertain at such meeting
is a motion to adjourn. However, a majority of the directors present at such .
meeting may adjourn from time to time until the time fixed for the next
regular meeting of the board. " ¯ ¯
When a meeting is adjourned for lack of a quorum, it shall n6t be necessary
.to give any notice of the time and place of the adjourned meeting or of the
business to be transacted at such meeting~ other than by announcement at the
meeting at which the adjournment is taken, except as provided in Section 10 "
of this Article.
The directors present at a duly. called and held meeting at which a quorum is
initially present may continue to do business notwithstanding the loss. of a
quorum at the.meeting due to a withdrawal of directors from the meeting,
provided that any action thereafter taken must bea~proved by consensus of
the required quorum .for such meeting.
SECTION 14. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the directors.present at a
meeting duly held at which a quorum is present is the act of the Board of
Directors, unless the Articles of Incorporation or Bylaws of this coi’poration,
or provisions of the California Nonprofit Public Benefit Corporation Law,
particularly those provisions relating to appointment Of committees ~(Secti0n
5212), approval of contracts or transactions in which a director has a material
financial interest (Section 5233) and indemnification of directors (Section
5238e), r.equire a greater percentage or different voting rules for approval of a
matter by the board.
SECTION 15. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be .facilitated by the Chairperson of
the Board, or, if no such person has been so designated or, in his or her
absence, the President of the corporation or, in his or her absence, by the Vice
President of the corporation or, in the absence of each of these persons~ by a
Chairperson chosen by a majority of the directors presentl at the meeting. The
Secretary of the corporation shall act as secretary of all meetings of the board,
provided that, in his or her absence, the presiding officer shall appoint .
another person to act asSecretary of the Meeting.
Meetings shall be governed by consensus decision making, ihcluding the
’making of a motion, discussion, restatement of the motion, requests for stand
asides, blocks and consensus, for each issue before the Board. Such rules may
be revised from time to time, insofar as such rules are not inhonsistent .with
or in conflict with these Bylaws, with the Articles of Incorporation of this
cot.potation, or with provisions of law.
SECTION 16. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT
MEETING ..
Any action required or permitted to be taken by the Board of Directors under
any provision of law may be taken without a meeting, if all members of the
board shall individually or collectively consent in writing to such action. For
the purposes of this Section only, "all members of the-board".shall not
include any "interested director" as defined in Section 5233 of. the California
Nonprofit Public Benefit Corporation Law. Such written consent or consents
shall be filed with the minutes of the proceedings Of the board. Such action by
written consent shall have the same force and effect as the unanimous vote
of the directors. Any certificate or other document filed under any provision
of law which relates to action so taken shall state that the action was taken by
unanimous written consent of the Board of Directors withouta meeting and
that the Bylaws of this corporation authorize the directors to so act, and such
statement shall .be prim~a facie evidence of such authority.
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SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or
removal of any director, and (2) whenever the number of authorized
directors is increased.
The Board of Directors may declare vacant the office of a director who has
been declared of unsound mind by a final order of court, or convicted of a
felony, or been found by a final order or judgment of any court to have
breached any duty under Section 5230 and following of the. California
Nonprofit Public Benefit Corporation Law.
Directors may be removed without cause by consensus of of the remaining
directors then in office.
Any director may resign effective upon giving written notice to the
Chairperson of the Board, .the President, the Secretary, or the Board of
Directors, unless the notice specifies a later time for the effeciiveness of such
resignation. No director may resign if the corporation would’ then be left
without a duly elected director or directors in charge of its affairs, except upon
notice to the Attorney General.
Vacancies on the board may be filled by approval of the board or, if the
number of~ directors then in office is less than a quorum, by (1). the
unanimous written consent of the directors then in office, (2)the affirmative
vote of a majority of the directors then. in office at a meeting.held pursuant to
notice or waivers of notice complying with this Article of these Bylaws, or (3)
a sole remaining director. If this corporation has members; however,
vacancies created by the removal of a director may be filled only by the
approval of the members. The members, if any, of this Corporation may elect
a director at any time to fill any vacancy not filled by the directors.
A person elected to fill a vacancy as provided by this Secti6nshall hold office
until the next annual election of the Board of Directors or until his or her
death, .resignation or removal from office.
SECTION 18. NON-LIABILITY OF DIRECTORS
The directors shall not be personally liable for the debts, liabilities~ or other
obligations of the corporation.
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SECTION 19. INDEMNIFICATION BY CORPORATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND OTHER AGENTS
To the extent that a person who is, or was, a director, officer, employee or
other agent of this corporation has been successful on the merits in defense of
any civil, criminal, administrative or investigative proceeding brought to
procure a judgment against such person by reason of the fact that he or she is,
or was, an agent of the corporation, or has been successful in defense of any
claim, issue or matter, therein, such person shall be indemnified against
expenses actually and reasonably incurred by the person in. connection with
such proceeding.
If such person either settles .any such claim or sustains a judgment against
him or her, then indemnification against expenses, judgments, fines,
settlements and other amounts reasonably incurred in connection with such
proceedings shall be provided by this corporation but only to’ the extent
allowed by, and in accordance with the requirements of, Section 5238 of the
California Nonprofit Public Benefit Corporation Law. ..
SECTION 20. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing th~ purchase and
maintenance of insurance on behalf of any agent of the corpoi’ation
(including a director, officer, employee or other agent of the corporation)
against any liability other than for violating provisions of law-relating to self-
dealing (Section 5233 of .the California Nonprofit Public Benefit Corporation
Law) asserted against or incurred by the agent in such capacity or arising out
of the agent’s status as such, whether or not the corporation would have the
"power to indemnify the agent against such liability under the provisions of
Section 5238 of the California Nonprofit Public Benefit Corporation Law.
ARTICLE 4
OFFICERS
SECTION 1. NUMBER OF OFFICERS
The officers of the corporation shall be a President, a Secretary, and a Chief
.Financial Officer who shall be designated the Treasurer. The corporation may..
also have, as determined by the Board of Directors, a Chairperson of the
Board, one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers, or ~other officers. Any number of offices may be held. by the same
¯person except that neither the Secretary nor the Treasurer may serve as the
President or Chairperson of the Board. ..
SECTION 2. QUALIFICATION, ELECTION, AND TERM OF OFFICE
Any person may serve as officer of this corporation. Officers shall be elected by
the Board of Directors, at any time, and each officer shall hold office until he
or she resigns or is removed or is otherwise disqualified to serve, or until his
or her successor shall be elected and qualified, whichever occurs first.
SECI’ION 3. SUBORDINATE OFFICERS
The Board of Directors may appoint such other officers or agents as it may
deem desirable, and such officers shall serve such terms, have such authority,
and perform such duties as may be prescribed from. time to time by the Board
of Directors.
SECTION 4. REMOVAL AND RESIGNATION
Any officer may be removed, either with o’r without cause, .by the Board of
Directors, at any time. Any officer may resign at any time by giving written
notice to the Board of Directors or to the President or Secretary of the
corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any later date specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective. The above provisions of this-Section shall be superseded by_
any conflicting terms of a contract which has been approved or ratified by the
Board of Directors relating to the employment of any officer of the
corporation.
SECTION 5. VACANCIES
Any vacancy caused by the death, resignation, removal, disqualification, or
otherwise, of any officer shall befilled by the Board of Directors. In the event
of a vacancy in any office other than that of President, such vacancy may be
filled temporarily by appointment by the President until such time as the
Board shall fill ~the vacancy. Vacancies occurring in offices of officers
appointed at the discretion of the board may or may not be filled as the board
shall determine.
¯ SECTION 6. DUTIES OF PRESIDENT
The President shall be [he chief executive officer of the corporation and shall,
subject to the control of the Board of Directors, supervise and control the
affairs of the corporation and the activities of the officers. He Or she shall
9
perform all duties incident to his or her office and such other duties as may be
required by law, by the Articles of Incorporation of this corporation, or by
these Bylaws, or which may be prescribed from time to time by the Board of
Directors. Unless another person is specifically appointed as Chairperson of-
the Board of Directors, he or she shall preside at all meetings of the Board of.
Directors. Except as otherwise expressly provided by law, by the Articles of
Incorporation, or by these Bylaws, he or she shall, in the name of the
corporation, ekecute such deeds, mortgages, bonds, contracts, checks, or other
instruments which may from time to time be authorized by the Board of
Directors.....
SECTION 7. DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or
refusal to act, the Vice President shall perform all the duties of the President,
and when so acting shall have all the powers of, and be subject to all the
restrictions on, the President. The Vice President shall have o.ther powers and
perform such other duties as may be prescribed by law, by the Articles of
Incorporation, or by these Bylaws, or as may be prescribed by t.he Board of
Directors.
SECTION 8. DUTIES OF SECRETARY
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a
copy of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the
board may determine, a book of minutes of all meetings of the directors, and,
if applicable, meetings of committees of directors and of members, recording
therein the time and place of holding, whether regular or special,.how called,
how notice thereof was given, the names of those present or represented at
the meeting,, and the proceedings thereof. ~
See that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and see that the
seal is affixed to all duly executed documents, the execution of .which on
behalf of the corporation under its seal is authorized by law or these Bylaws.
Keep-at the principal office of the corporation a membership book containing
the name and address of each and any members, and, in the case where any ¯
10
membership has been terminated, he or she shall record sucli ~act in the
membership book together with the date on which~such membership ceased.
Exhibit at all reasonable times to any director of the corporat.ion, or to his or
her agent or attorney, on request therefor, the Bylaws, the membership book,
and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other
duties as may be required by law, by the Articles of Incorporation of this
corporation, or by these Bylaws, or which may be assigned to him or her from
time to time by the Board of Directors.
SECTION 9. DUTIES OF TREASURER
Subject to the provisions of these .Bylaws relating to the "Execution of
Instruments, Deposits and Funds," the Treasurer shall:
Have charge and.custody of, and be responsible for; all funds and securities of
the corporation, and deposit all such funds in the name-of th.e corporation in
such banks, .trust companies, or other depositories as shall be selected by the
Board of Directors.
Receive, and give receipt for, monies due and payable to the c~rporation from
any source whatsoever.
Disburse, or cause to be disbursed, the funds of the corporation as may be
directed by the Board of Directors, taking proper vouchers for such
disbursements.
Keep and maintain adequate and correct accounts of the corporation’s
properties and business transactions, including accounts of its assets,
liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and .financial rehords to
any director of the corporation, orto l~is or her agent or attorney, on request
therefor.
Render to the President and directors, whenever requested, an account of any
or all of his or her transactions as Treasurer and of the financial condition of
the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the
financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such
other duties as may be required by law, by the Articles of Incorporation of the
corporation, or by. these Bylaws, or which may be assigned to him or her from
time to time by the Board of Directors.
SECTION 10. COMPENSATION
The salaries of the officers, if any, shall be fixed from time to time by
resolution of the Board of Directors, and no officer shall, be prevented from
receiving such salary by reason of the fact that he or she is also a director of
the corporation, provided, however, that such compensation paid a director
for serving as an officer of this corporation shall only be allowed if permitted
under the provisions of Article 3, Section 6 of these Bylaws, In all cases, any
salaries received by officers of this corporation shall be reasonable and given
in return for services actually rendered for the corporation which relate to the
performance of the charitable or public purposes of this corporation.
ARTICLE 5
COMMITI’EES
SECTION 1. EXECUTIVE COMMITTEE
The Board of Directors may, by consensus, designate two (2) or more of its
members (who may also be serving as officers of this corporation) to
constitute an Executive Committee and delegate to such. Committee any of.:
the. powers and authority of the board in the management Of the business and
affairs of the corporation, except with respect to:
(a) The approval of any action which, under law or.the provisions of these
Bylaws, requires the approval of the members or of a majority.of all of the
members.
(b) The filling of vacancies on the board or on any committee which has the
authority of the board.
(c) The fixing of compensation of the directors for s~rving on the board or on
any committee.
(d) The amendment or repeal of Bylaws or ihe adoption of new Bylaws.
(e) The amendment or repeal or any resolution of the board which by its
express terms is not so amendable or repealable. .
(f) .The appointment of committees of the board or the members thereof.
12
(g) The expenditure of corporate funds to support a nominee for director after
there are more people nominated for director than can be elected.
(h) The approval of any transaction to which this corporation is a party and
in which one or more of the directors has a material financialinterest, except
as expressly provided in Section 5233(d)(3) of the California Nonprofit Public
Benefit Corporation Law.
By consensus, the’board may at any time rev’oke or modify ~ny or all of the
authority so delegated, increase or decrease but not below .two .(2) the number
of its members, and fill vacancies therein from the members of the board. The
Committee shall keep regular minutes of its proceedings, cause them to be
filed with the corporate records, and report the same to the .board from time
to time as the board may require. .
SECTION 2. OTHER COMMITrEES’
The corporation shall have such other committees as may from time to time
be designated by resolution of. the Board of Directors. Such other committees
may consist of persons who are not also members of the board. These
additional committees shall act in an advisory capacity only to the board and
shall be clearly titled as "advisory"committees.
SECTION 3. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, noticed, heldand
taken in accordance with the provisions of these Bylaws concerning meetings
of the Board of Directors, with such changes in the context of Such Bylaw
provisions as are necessary to substitute the committee and its members for
the Board of Directors and its members, except that the time for regular
meetings of committees may be fixed by resolution of the Board of Directors
or by the committee. The time-for special meetings of committees may also be
fixed by the Board of Directors. The Board of Directors may also adopt rules
and regulations pertaining to the conduct of meetings of committees to the
extent that such rules and-regulations are not inconsistent with the
provisions ofthese Bylaws.
13
ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Board of Directors, except as otherwise provided in these Bylaws, may by
resolution authorize any officer or agent of the corporation to enter into any
contract or execute and deliver any instrument in the name’of and on behalf
of the corporation, and such authority may be general or confined to specific
instances. Unless so authorized, no officer, agent, or employee shall have any
power or authority to bind the corporation by any contract or engagement or~
to pledge its credit or to render it liable monetarily for any purpose or in any
amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined’by resolution of the Board of
Directors, or .as otherwise required by law, checks, drafts, promissory notes,
orders for the payment ofmoney, and other evidence of indebtedness of the
corporation shall be signed by the Treasurer and countersigned.by the
President of the corporation.
SECTION 3. DEPOSITS
All fund~ of the corporation shall be deposited from time to time to the credit
of the corporation in such banks, trust companies, or other depositories as the
Board of Directors may select.
SECTION 4. GIFTS
The Board of Directors may accept on behal.f.of the corporation.any
contribution, gift, bequest, or devise for the charitable or public purposes of
this corporation.
ARTICLE 7
cORPORATE RECORDS, REPORTS AND SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation Shall keep at its principal office in the State of California:
¯ (a) Minutes of all meetings of directors, committees of the boai’d and, if this.
corporation has members, of all meetings of members, indicating the time
and place of holding such meetings, whether regular or special, how called,
the notice given, and the names of those present and the proceedings thereof;
(b) Adequate and correct books and records of account, incl.uding accounts of
its .properties and business transactions and accounts of its assets, liabilities,
receipts, disbursements, gains and losses;
(c) A record of its members, if.any, indicating their names and addresses and,
if applic~ible, the class of membership held by each member and the
termination date of any membership;.
(d) A copy of the corporation’s Articles of Incorporation and ~ylaws as
amended to date, which shall be open to inspection by the m~mbers, if any, of
the corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such
seal shall be kept at the principal office of the corporation. Failure to affix the
seal to corporate instruments, however, shall not affect the val!dity of any
such instrument.
SECTION 3. DIRECTORS’ INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable-time to inspect
and copy all books, records and documents of every kind and to inspect the
physical properties Of the corporation.
SECTION 4. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or
by agent or attorney and t, he right to inspection includes the right to copy and
make extracts.
SECTION 5. ANNUAL REPORT
The board shall cause an annual report to be furnished not later, than one
hundred and twenty (120) days after the close of the corporation’s fisc.al year to
all directors of the corporation and, if this corporation has members, to any
member who requests itin writing, whichreport shall contain the following
information in appropriate detail:
15
(a) The assets and liabilities, including the trust funds, of the corporation as
of the end of the fiscal year;
(b) The principal changes in assets and liabilities, including trust funds,
during the fiscal year;
(c) The. revenue or receipts of the corporation ~ both unrestricted and
restricted to part!cular purposes, for the fiscal year; .
(d) The expenses or disbursements of the corporation, for both general and
restricted purposes, during the fiscal year.
The annual report shall be accompanied by any report thereon of
independent accountants, or, if there is no such report, the ce’rtificate of an
authorized officer of the corporation that such statements were prepared
without audit from the books and records of the corporation..
ARTICLE 8
FISCAL YEAR
SECTION 1. FISCAL YEAR OFTHE coRPORATION
The fiscal year of the corporation shall begin on .the first day of June and end.
on the last day of May in each year.
ARTICLE 9
AMENDMENT OF BYLAWS ¯
SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment Of Bylaws of
public benefit nonprofit corporations, t.hese Bylaws, or any of them, may be
altered; amended, or repealed and new. Bylaws adopted by approval of the
Board of Directors.
ARTICLE 10
AMENDMENT OF ARTICLES
SECTION 1. AMENDMENT OF ARTICLES
Any amendment of the Articles of Incorporation may be adopted by hpproval
of the Board of Directors.
16
SECTION 2. CERTAIN AMENDMENTS
Notwithstanding the above Section of this Article, this corporation shall not
amend its Articles of Incorporation to alter any statement which appears in
the original Articles of Incorporation and of the names and addresses of the
first directors of this corporation nor the name and address of its initial agent,
except to correct an error in such statement or to delete eith.er statement after
the corporation has filed a "Statement by a Domestic Non-P.rofit Corporation"
pursuant to Section 6210 of the California Nonprofit Corporation Law.
ARTICLE 11
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1. PROHIBITION AGAINST SHARING CORPOILA.~I’E PROFITS
AND ASSETS
No director, officer, employee, or other person connected with this
corporation, or any private individual, shall receive at any time any of the net
earnings or pecuniary profit from the operation, s of the corporation, provided,
however, that this provision shall not prevent payment to any.such person
or reasonable compensation for services performed for the corporation in
effecting any of its public or charitable purposes, provided that ~uch
compensation is otherwise permitted by these Bylaws and is fixed by
resolution of the Board of Directors; and no such person or persons shall be
entitled to share in the distribution of, and shall not receive, any of the
corporate assets on dissolution of th6 corporation. The Board of Directors
shall be deemed to have expressly consented and agreed that on such
dissolution or winding up of the affairs of the corporation, Wliether
voluntarily or involuntarily, the assets of the corporation, after all debts have
been satisfied, shall be distributed as required by the Articles of Incorporation
of this corporation and not otherwise.
ARTICLE 12
MEMBERS
SECTION 1. DETERMINATION OF MEMBERS
Because this corporation makes no provision for members pursuant to
Section 5310(b) of the Nonprofit Public Benefit Corporation Lawof the State
of California, any action which would otherwise under law require approval
by a majority of all members or approval by the members shall 0nly require
the approval of the Board of Directors.
17
WRITTEN CONSENT OF DIRECTORS ADOPTING BYLAWS .
We, the undersigned, are all of the persons named as the initial directors in
the Articles of Incorporation of Bay Area Action, a California nonprofit
corporation, and, pursuant to the authority granted to the directors by these
Bylaws to take action by unanimous written consent without a meeting,
consent to, and hereby do, adopt the foregoing Bylaws, consisting of nineteen
pages, as the Bylaws of this corporation.
Dated: March 5, .1992
! "
Abhay ,B, husl,~an, Director,!.. ....
/Jti~itt~ Bhus.han, Director
_,~ ..’Owen Byr~,~irector
Befl~.Dels n ire tor
~ Dennis ~eRyke, Director
~eter Drekmeier, ~irector
dis, Director
18.
CERTIFICATE
This is to certify that the foregoing is a true and correct copy of tl~e Bylaws of
the corporation named in the title thereto and that such Bylaws were duly
adopted by the Board of Directors of said corporation on. the date set forth
below.
Dated: March 5, 1992
Susan Lambie, Secretary
19
INTERNAL REVENUE SERVICE
DISTRICT DIRECTOR
¯ F’O BOX 36001 STOP: SF-4-4-46
SAN FRANCISCO, CA 94102
ATTACHMENT VI -3
DEPARTMENT OF THE TREASURY
[,ate: FEB 0 3 Igg3
~:AY AREA ACTIO~
...04 A EMERSON STREET
PALO ALTO, CA 94301
Employer Iden~ificati.,:,n Number:
94-316832~
Contact F’ers,:,n :
LING YEE
Contact Telephone N~mber:
(415) .556-0327
Accounting Period Ending:
Nay 31
Foundation States Classification:
509(a)(I)
Advance Ruling Period Begins:
June 26, 1992
Advance Ruling Period Ends:
May 31~ 1997
Addendum Applies:
Yes
Dear Applicant:
F~ased on information you supplied, and assuming your operations ;.~ill be as
stated, in your application for recognition of exemption, ~e have determined yo~
are exempt from federal income tax under section 501(a) of the Internal Revenue
Code as an organization described in section
Because you are a neHly created organ ization.~ He are not no~ making
final determination of your foundation status under section 509(a) of the
H,)~ever, I~e ha’,~e determined that you can reasonably expect to be a publicly
supported organization described in sections 509(a)(-1) and 170(b)
~.:c,:,rdingly, during an advance ruling period you Hill be treated as a
publicly supp,:,r;:ed organization, and not as a private foundation. This advance
in.’,_, period begins and ends on the dates sheikh above°
Nithin 90 ~ays after the end-of your advance ruling period, you must
send us the information needed to determine ~.~hether you have met the require-
ments of the applicable support test during the; advance ruling period. If you
establish that you have been a publicly supported organization~ He Hill classi-
fy you as a section 509(a)(1) or 50~(a)(2) organizatio~ as long as you continue
to mecb the requirements:of the applicable support test. If you do not meet
the pu.bli.c support requirements during the advance ruling..period, ~.{e t~ill
classify you a~ a private foundation for future periods. Also, if $~e classify
y,:,u a~ a private f,:,~ndation, ~we ,.~ill treat y,:,u asia. private.foundation from
y,:,ur i~eginning date for purposes of sec~i,:,n 507(d) and
Grantors and contributors may rely on our determination that you are not a
’priva!~e fr-,undation ur, ti~ 90 days after the end of y,-.ur advance ruling p.eriod.
If.yo~ send us the required information F~ithin the ~,0 days:grant,:,rs and
contributors may continue to rely on the advanc~ determina~i,:,n until {wemake
a final ~et~r;,ieation el ";,,’,ur.foundation.sta~us.
-2-
BAY AREA ACTION
If He publish a notice in the Internal Revenue Bulletin stating that He
will no longer treat you as a publicly supported organization, grantors and
contributors may not rely .on thisdetermination after, the date He publish the
notice. In addition, i.f you lose your status as a Publicly supported oPgani--
zati¢,n, and a .grantor or contributor was responsible for, or Has.a~.~are of, the
act or failure to act, that resulted in your loss of .such status, that person
may not rely on this determination from the date of the act or failure to act ....
Also, if a grantor or contributor learned that He had given notice that yo~ .
would be removed from classification as a publicly supported organization, then
that person may not rely on this determi.nation as of the date he or she
acquired such.knoHledge,.
If. you change your sources-of ~upport, your purposes, character, or method
of operation, please let us knoH so He can consider the effect of the change on
~our exempt status and foundation status. If you amend yo~r organizational
document or bylaHs, please send us a Copy.of the amended document or bylaws..
Also,let us knoH all changes in your name or address,
As of January i, 1984, you are liable for.social securities taxes under
the Federal Insurance Contributions Act on amounts of $100 or more you pay to .
each of.your.employees during a calendar year..-You are not liable for the ta~:
imposed under the Federal Unemployment Tax Act (FUTA).
Organizations that are not private foundations are not subject tothe, pri-
vate foundation excise ta~:es ~nder Chapter 42 of the Internal Revenue Code,
HoHever~ you are not automatically exempt from other ~ederal excise taxes. If
you have any questions about excise, employment~ or other federal taxes, please
let us know.
Oonors~ay deduct contributions.to you as provided in section I70 of the
~nternal Revanche Code. =Bequest.s, legacies, devises~ transfers~ or gifts to you
orfor your use are deductible for Federal estate and gift tax purposes if they
meet the applicable provisions of sections 2055, 2106, and 2522 of the Code.
Donors may deduct contributions to you only to the extent that their
contributions are gifts, Hi.th no consideration received. Ticket purchases and
similar paynients in conjunction Hith fundraising events may not necessarily
qualify as deductible contributions, depending on the circumstances. Revenue
Ruling &7-2#G~ published in. Cumulative Bulletin 17~7-2~ on page t04~ gives
guidelines regarding Hhen t~xpayers may deduct payments for admissio~ to~ oF
other particip.~tion in~ .fundraising activities for charity._
You are n¢,~. req~ired t,:, file Form 990, Rel.:urn of Organizat=on E,’:em.~t Frc..r;,
,’~;come Tax, if your gross receipts each year are normally $25,000 or les~. !f
you r~.-ceive a Form 990 package in the meil~ simply attach the label provided,
check the box in the heading to indicat:e that y,:,{{r annual gross rece~pt.s are
~,:,rmally ~.25~000 or less, and sign the return.
~.f you are. requsred’to file a return you must file it by tbe 15,~h Ca’.’ of
BAY AREA ACTION
-3-
the fifth month after the end of your annua; accounting period. Ne charge a
penalty of $I0 a ~ay ~.:hen a return is filed late, unless there is reasonable
cause for the delay. Ho~ever~ the maximum penalty ~le charge cannot exceed
¯ .15,000 or 5 percent of your gross receipts for the year, ~:hichever is less. l~e
may also charge this penalty if a return is not complete. So, please be sure
¯ your return is complete before you file it.
Yo~i are not required to file federal income tax returns unless you are
subject to the tax on unrelated business, income ~nder section 511of the Code.
If you are subject to this tax, you must file an income tax return on Form
990-T, Exempt Organization Business Income Tax Return. In this letter ~e are
not determining Hhether any of..your present.on, proposed activities are unre-
lated trade or business as defined in section ~1~ of the Code.
You need an employer identification number even. if you have no emplo~,ees.
]~’f an employer identification run, bet ~as not; entered on your application,
~ill assign a number t,:, you and advise you of it. Please.use that number on
all returns you file and in all correspondence $.~ith the Internal Revenue
Service.
If He said in the heading of this letter that an addendum applies~ the
addendum enclosed is an integral part of. this letter.
Because this letter could help us resolve any questions about your exempt
status and ~fc, undation status, you should keep it in your permanent records.
If you ’have any questions~ please contact the person .~;hose name and
telephone number a.~e sho~;n in the heading of this letter.
Eric I o~.~ure (s) :
Addendum
Form .P~72-C
S i ncer~.’.~ I y yours~
Michael J. Quinn
District Director
-4-
BAY AREA ACTION
Your attention is called to the provisions of section 162(e) of the
Internal Revenue Code and regu!ations section 1,162-20 ;.~hic. h sp,ecificaily
preclude deductibility of any~amounts paid or incurred in connection.~.~ith any
atten~pt to influence, the ~eneral public o~ segments thereof ~;ith ~espect to
legislative n~atters (other~,~ise knob.m as grass roots Iobbying)~ election~, or
referendums. You .should inforn~ your men~bers that that portion of their dues
or other contributions devoted to s~ch activities is not deductible under
section 162(e).
Your tax exempt status is predicated on the understanding that the
content of the printed material you publish or the audio or video material you
produce is educational in nature and is german~ to your exempt stated purpose.
Furthermore, the n~anner in ~hich distribution .of any of the. above items is
~ccomplished must be distinguishable from ordinary consn~ercial practices.
Yo~ are advised that revenue derived from the sale of advertising n~ay
be taxable.
PEOPL|FOR THE ENVIRONMENT
715 Colorado Avenue Suite 1
Pal.o Alto. California USA 94303
email baaction@igc.apc.org
http:l/www.impactonline.orglbaa!
~ain ~elepbone no.
4 z5.32 z. z994
lax 4~.~.J2z.z99.f
Schools Group
4rS.3zS..,68o
Urban Agriculture Proiec
4zS,325.gr84
06 January 1997
Internal Revenue Service
Disclosure Desk
EO/MF
2 Cupania Circle
Monterrey Park, CA 91755
To whom it may concern,
Please send an updated determination letter for:
Bay. Area Action
Employer ID# 94-3168325 "
Although your current records contain our correct mailing address, we
require an updated letter for our records.
Tharkk Y°U" .___ ~ //]
David T. Smernoff ¯I/ ~
Council Chair
Bay Area Action
715 Colorado Avenue, Suite 1
Palo Alto, CA 94303
ATTACHMENT Vl -4
STATE OF CALIFORNIA
"’~ANCHISE TAX BOARD
~. BOX 12,~B
..~NCHO CORDOVA,.CA. 95741-1286
June 26, 1992
In reply refer %o
3q0:G :BC
BAY ARZA ACTIOH
OWEH BYRD
S0q A EMERSO]{ ST
PAL0 ALTO CA 9-q301
Purpose :
Code Section
Form o~ Organization :
Accoun%ing Period Ending:
Organiza%ion Number
EDUCATIOHAL
237014
Corp0ra%ion
May 31
You are exemp% £rom s%a%e £ranchise or income-_%ax under %he see%ion o£
%he Revenue and Taxa%ion Code indica%ed above.
This decision is based on in£orma%ion you submi%%ed and assumes
your presen% opera%ions con%inue unchanged or conform %0 %hose proposed
"n your applica%ion. Any change in opera%ion, charac%er, or purpose
=he organiza%ion mus% be repor%ed immedia%ely %0 %his o££ice so
may de%ermine %he e££ec% on your exemp% s%a%us. Any change o£ name or
address also mus% be repor%ed.
In %he even% o£ a change in teleran% s%a%u%ory, adminis%ra%ive, judicial
case law, a change in £ederal in%erpre%a%ion o£ £ederal law in cases
where our opinion is based upon such an in%erpre%a%ion, or a uhange in
%he ma%erial ~ac%s or circums%ances rela%ing %0 your applica%ion upon
w~#ich %his opinion is based, %his opinion-may no longer be applicable.
I% is your responsibili%7 %0 be aware o£ %hese changes should %hey occur.
This paragraph cons%i%u%es wri%%en advice, o%her ~han a chie£ counsel
ruling, wi%hin %he meaning o£ Revenue and Taxa%ion Code Seo%ion
2|012
You m~y be required %0 £ile Form 199 (Exemp% Ozganiza%ion Annual
In~0rma%ion Re%urn) on or before %he 15%h day o~ %he 5%h mon%h (~ I/2
mon%hs) a£%er.%he close o£ your accoun%ing period. See annual
ins%ruc%ions.wi%h £orms £or requiremen%s.
You areno% required %0 ~ile s%a%e£ranchise oz income %ax re%urns
unless you have income subjec% %0 %he unrela%ed business income
under Sec%ion 23~31 o~ %he Code. In %his even%, you are required
~ile Form 109 (Exemp% Organiza%ion Business Income Tax Re%urn) by
15%h day o2 %he 5%h mon%h (~ I/~. mon%hs) a~%er %he close o~.your
~nnual accoun%ing period.
June 26, 1992
BAY AREA ACTIOH
Page 2
if %he organiza%ion is incorpora%ing, %his approval will expire unless
inoorpora%ion is oomple%ed wi%h %he Seore%ary of S%a%e wi%hin 60 days.
Exemp%ion from federal income or o%her %axes and o%her s%a%e %axes
requires separate applica%ions.
THIS EXEMPTIOK IS GRAHTED OH THE EXPRESS COHDITIOH THAT THE
ORGAKIZATIOK NILL SECURE FEDERAL EXEMPT STATUS WITH THE IHTERHAL
REVEHUE SERVICE.THE ORGAHIZATIOH IS REQUIRED TO FURHISH A COPY OF
THE FIHAL DETERMIHATIOH LETTER TO THE FRAHCHISE TAX BOARD WITHIK 9
MOKTHS FROM THE DATE OF THIS~LETTER.
A copy of %his le%%er has ~een~sen% ~o %he Office o~ %he Seore%ary o~
S%a%e and %o %he Regis%ry o£ Chari%~Ble Trus%s.
B CLARK
XXEMPT ORGAKIZATIOH UHIT
~ORPORATIOH AUDIT SECTIOK
Telephone (916) 369-4171
EO :
co: ’SECRETARY OF STATE
REGISTRY OF C¾ARITABLE TRUSTS
Attachment VI-5
.Organization Chart
-[
Earthday
Leader
School~ Croup
Leader
Electic
Chair,
David
Arastradero
Leader
Schools Group
Student
Representative
Habitat
Restoration
Leader
Council (Board of Directors)
Vice-Chaiq )~i Treasurer,
Currently [."Ii~. Geoffrey
Vacant [~iI ’N~cholls_..~ ...................................
Secretary,~.usan,, ’ INI~I!N3
Stansbury [~
.~...:,:,:.:.x,x.:.:,x.:.:.:.:,~,~,,.-::,~...~.~
Agriculture --.Garden
" Leader Leader lExecutive
Dlreaor
Fundratslng
Co~rdlnator
Volunt~r
Coordinator
Environmental
Eating Education"
Team Leader - Envlronnmetal
Action Leader
Editor
F’manee Team
Geot~-ey Nicholls
Jon Scott
Meg Hilbert
Jim $.teinmetz.
Don Pdce, CPA
TBH, Bookkeeper
Building Team
Building Manager, Laura Stee
Mahatenance, Leland Francois
Custodial, Margot Pineda
Tennant R~latiom, Dorothy Shoen~c~r
Development Team
Susan Stambury
Dorothy Shoemaker
Jim Stelnmetz
I
Legend:
Bold indicates?paid position
Attachment VI - 6:
Council Member
Bay Area Action Council
City of residence
Member Matrix
Occupation Dates of Service
1. Kathy Armer
2. Mark Bult
3. David Coale
4. Peter Drekmeier
5. Wendy Fink
6. Meg Hilbert
7. Geoff Nicholls
8. Sue Nicholls
9. Cindy Russell
10. Will Satterwaithe
11. Jonathan Scott
12. Dorothy Shoemaker
13. David Smernoff
14. Susan Stansbury
15. Laura Stec
16. Jim Steinmetz
17. Kathy Tsina
Palo Alto
Los Gatos
Palo Alto
Palo Alto
San Gregorio
Redwood City
Palo Alto
Palo A!to
Portola Valley
Berkeley
Palo Alto
Palo Alto
Mountain view
Palo Alto
Palo Alto
Palo .Alto
Palo Alto
Performance artist
Graphic designer
Electrical engineer
Executive Director
Performance artist
SW development manager
Software consultant
Schools group coordinator
Physician
Student
Patent Attorney.
Technical writer
Research ecologist
Fundraising coordinator "
Special projects coordinator
4/90 - present
10/96- present
4/91 - present
4/90 - present
10/96 - present
9/96 - present
2/91 - present
2/91 - present
8/.93 - present
9/96 - present
1/95 -present
4/96 - present
4/90- present
4/90- present
4/92- present
Sustainable building contractor 1/91 - present
Student 8/96- present
ATTACHMENT B
STEWARDSHIP AGREEMENT BETWEEN
THE CITY OF PALO ALTO
and
BAY AREA ACTION
THIS STEWARDSHIP AGREEMENT is made this day of 19.___. by and between
the City of Palo Alto, a California municipal corporation ("CITY"), and Bay Area. Action, a
California Public Benefit Corporation, hereinafter referred to as "STEWARD".
RECITALS
CITY owns certain real properties, commonly known as the Arastrade~o Preserve (510 acres)
and the Hewlett-Mullen Property (99 acres) hereinafter referred to as "Preserve", located in
Palo Alto, California, and shown on Exhibit "A" attached hereto and incorporated herein by
this reference.
CITY’S policy for the Preserve is "to create a low intensity and mhdmal cost park with
emphasis on natural and open space amenities of the land and sensitivity to the fragile foothills
ecology. Uses planned for the park should not duplicate those provided in urban
neighborhood or regional parks."
CITY’S plan for the Preserve is detailed in the Arastradero Preserve Management Plan,
approved by the City Council on November 12, 1996, and attached hereto as Exhibit C and
incorporated herein by this reference¯
The success Of the Management Plan is directly related to the active support and involvement
of the Community~ -~
STEWARD intends to benefit CITY and the public by providing services in accordance with
the CITY’S policy as stated in item 2 above and in accordance with the CITY’S plan for the
Preserve as detailedin the Arastradero Preserve Management Plan. Accordingly, under this
Agreement, STEWARD will, under .the direction of the City Manager, or her designee, and
through the use of supervised volunteers, provide education and research iprograms, and
perform a variety of maintenance and habitat restoration activities on the Preserve.
A:STEWARD -1-
NOW, THEREFORE, in consideration of these premises, the parties hereto mutually agree as
follows:
II.
pURPOSE
The purpose of this Agreement is to have both parties cooperate in the preservation,
protection and enhancement of the Preserve.
~COPE OF SERVICES
The STEWARD shall:
Co
A:STEWARD
Coordinate all its aetivilies on the Preserve with the City Manager, or her desigr~ee.
Under the direction of the CITY, perform habitat restoration, removal and control of
non-native, invasive weeds, trail maintenance and repair, litter removal, erosion
control, and habitat restoration activitiesin accordance with the Arastradero Preserve
Management Plan.
Under the direetion of the CITY, provide and staffedueational programs to educate
the public about the Preserve and its amenities.
Under the direction of the CITY, conduct ecological research in order to monitor the
resources and the impacts of visitor use on the Preserve. ~ -~ ~
Under the direction of the CITY, mobilize volunteers for Preserve projects and
programs.
Under the direction of the CITY, organize fundraising for Preserve projects and
programs.
Within.J_4_ days after the date of execution of this Agreement, and thereafter on or
before October 1 of each year during the term of this Agreement; STEWARD shall
submit to the City Manager, or her designee, a proposed written annual work plan of
activities to be carried out on the Preserve for the following fiscal year, together with
a proposed budget and any request for CITY funding for the following fiscal year.
STEWARD and the City Manager, orher designee, shall jointly review the work
plan, the budget, and any request for CITY funding, and shall jointly develop
performance objectives and standards for STEWARD’S activities. Upon approval,
the City Manger, or her designee, shall forward any budget request in accordance
with the CITY’S annual budget process. Any payments from.approved requests for
CITY funding will be made on a quarterly basis beginning July 1, 1997.
-2-
no
As of October 1,1997 and on or before October 1 of each succeeding year during the
term of this Agreement, STEWARD and the City Manager, or her designee, shall
conduct a performance review indicating the activities that have been carried out on
the Preserve for the past fiscal year, and conformance to the agreed upon
performance objectives and standards. The performance review shall serve as a basis
for consideration of any requests for funding or extension of the term of this
Agreement.
STEWARD may perform other services rdlated to the preservation, protection and
enhancement of the Preserve, as approved in writing by CITY.
The CITY will:
A.Provide overall management for the Preserve.
Review all activities proposed for the Preserve. All activities of the STEWARD
must be pre-approved by the CITY.
Be responsible for maintenance of all of utility facilities within the Preserve,
including those that do not benefit the Preserve directly.
Be responsible for_maintenance of all roads within the Preserve, signage, tree
trimming, and tree removal,, fire management, law enforcement, and lake
management.
CITY niay:
Provide its own educational programs, conduct research, do habitat restoration,
remove and control non-native, invasive weeds, trail maintenance and repair, litter
removal, erosion controls, raise funds, and supervise volunteers or contract with
others to perform these duties.
III. ~
The term of this Agreement shall be for five (5) years, commencing on July 1,1997 and
ending on June 30, 2002, unless terminated sooner as herein provided.. .
Upon mutual agreement of CITY and STEWARD, the term of this Agreement may be
extended for an additional five (5) years.
A:STEWARD -3-
¯ VI.
VII,
TERMINATION
Either party retains the right to terminate this Agreement, with or without cause, upon thirty
(30) days written notice.
CONTROL OF HOURS. PRICES AND PROCEDURES
STEWARD shall have access to the Preserve for the uses specified in Clause II (SCOPE
OF SERVICES) during all usual Preserve hours. STEWARD shall at all times maintain
a written schedule setting forth the operating hours and operating procedures for each
service provided on or from the Preserve.
Upon written request, STEWARD shall furnish the City Manager, or her designee, witha
copy of schedules and procedures. Should the City Manager, or her designee, decide that
any part of these schedules or procedures is not justified with regard to fairly satisfying the.
needs of the public, STEWARD, upon written notice from the City Manager, or her
designee, shall modify these schedules or procedures to the satisfaction of the City
Manger. Prior to issuing such a notice, the City Manger, Or her designee, shall personally
review and confer with STEWARD or its representative.
Because the Preserve is public property~ and STEWARD and/or its representatives will be
perceived by the public as acting for CITY, STEWARD will be expected to maintain-a
level of decorum among its employees and representatives working in the Prese~e.
STEWARD shall at all times retain active, qualified, competent, and experienced
personnel to supervise STEWARD’S operation and to represent and act for STEWARD.
STEWARD shall require its representatives to be courteous, efficient, and neat in.
appearance at all times. STEWARD shall not allow any person (s) in or about the Preserve
who shall use offensive language and/or act in a boisterous or otherwise improper manner.
STEWARD shall maintain a dose cheek over volunteers, and to insure the maintename of
a high standard of service to the public.
Minimum Limits and Forms of Coverage. STEWARD shall be responsible to ensure
that the following insurance coverage acceptable to CITY is malnlained in full force
and effect throughout the term of this Agreement.
MINIMUM LIMITS OF LIABILITY
o WORKER’S
COMPENSATION Statutory
A:STEWARD
VIII.
COMPREHENSIVE
AUTOMOBILE
LIABILITY
including owned,
hired, and non-owned
automobiles
Bodily Injury $1,000,000
Property Damage $1,000,000
ca. person
ca. person
COMPREHENSIVE
GENERAL
LIABILITY
including products
& completed operations,
broad form contractual,
and personal injury.
Bodily Injury $1,000,000
$1,000,000
$1,000,000
Property Damage $1,000,000
Personal Injury $1,000,000
ca. person
ca. occurfen¢~e
aggregate
ca. ocCUlTence
ca. occurrence
Required Clauses. Insurance shall be in full force and effect before the term of this
Agreement may commence. Every insurance policy required by this Agreement
shall contain the following clauses:
"This insurance shall not be canceled, limited in scope of coverage or
nonrenewed until after thirty (30) days written notice has been given to: City
ofPalo Alto/SuperintendentOpen Space and Sciences, PO Box 10250, Palo
Alto, Cal. 94303".
"All fights of subrogation are hereby waived against the CITY OF PALO
ALTO and the members of the City Council and elective or appointive offi-
cers or employees, when acting within the scope of their employment or
appointment."
"The CITY OF PALO ALTO is added as an. additional insured as respects
operations of the named insured at or from the Preserve."
"It is agreed that.any insurance maintained by the CITY OF PALO ALTo
will. apply in excess of, and not contribute to, insurance provided b~ this
policy."
EVIDENCE OF INSURANCE COVERAGE AND/OR CHANGES
Ao Certificate of Insurance. STEWARD agrees to deposit with CITY’S Superintendent;
Open Space and Sciences, beforethe effective date of this Agreement, certificates of
insurance necessary to satisfy CITY that the insurance provisions of this Agreement
have been complied with, and to ensure that such insurance is kept in effect, with the
certificates on deposit with CITY, during the entire term of this .Agreement. Should
STEWARD not provide evidence of such required coverage at least three (3) days
A:STEWARD
prior to the expiration of any existing insurance coverage, CITY may purchase such
insurance, on behalf of and at the sole expense of STEWARD, to provide six-months
coverage.
Bo Review of Coverage. CITY shall retain the right, at any time, to review the
coverage, form, and amount of the insurance required hereby. If, in the opinion of
the Risk. Manager, the insurance provisions in this Agreement do not provide
adequate protection for CITY and for members of the public using the Preserve, the
City Manager, or her designee, may require an amount to provide adequate
protection as determined by the Risk Manager. 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.
Changes in Coverage. The City Manager, or her designee, shall notify STEWARD
inwriting of changes in the insurance requirements; if STEWARD does not deposit
copies of acceptable insurance policies with CITY incorporating such changes within
sixty (60) days of receipt of such notice, or in the event STEWARD fails to ensure
that the required insurance coverage is maintained in effect, this Agreement shall be
in default without further notice to STEWARD.
Do No Limit of Liability. The procuring of such required policy or policies of insurance
shall not be construed to limit STEWARD’S liability hereunder nor to fulfill the
indemnifieationprovisionand requirementsofthis Agreement. Notwithstandingsaid
policy or policies of insurance; STEWARD shall be obligated for the full and total
amount of any damage, injury, or loss caused by or eormeeted with this Agreement,
with the STEWARD’S use of the Preserve.
Acceptability of Insurers. Insurance shall be placed with insurers with a current
A.M. Best’s rating of no less than A:X. -
IX.~
STEWARD’S Duty to Indemnify CITY. Except as provided under Subelause IX
03) below, STEWARD hereby waives all claims, liability and recourse against CITY,
including the right of contribution for loss or damage of or to persons or property
arising from, growing out of, or in any way connected .with or related to this
Agreement.’ STEWARD hereby agrees to protect, indemnify, hold harmless and
defend CITY, its officers, agents, and employees, against any and all claims, loss,
liability, demands, damages, cost, expenses or attorneys’ fees arising out of
STEWARD’S performance or nonperformance of the terms of this Agreement. In
the event CITY is named as co-defendant, STEWARD shall notify CITY of such fact
and shall represent CITY in such legal action unless CITY undertakes to represent
A:STEWARD -6-
itself as co-defendant in such legal action, in which event STEWARD shall pay to
CITY its litigation costs, expenses and attorneysl fees.
CITY’S Duty to Indemnify STEWARD. CITY hereby agrees to protect, indemnify,
hold harmless and defend STEWARD, its officers, agents and employees, against
any and all claims, loss, liability, demands, damages, cost, expenses or attorneys’ fees
arising out of CITY’S negligent performance or nonperformance of its obligations
under the terms of this Agreement.
X.]qO PROPERTY RIGHTS
The parties agree that this Agreement confers no property rights upon STEWARD or its members
or volunteers. Any work performed for the Preserve and any improvements placed or constructed
thereon shall be done to CITY standards and approved by the City Manager, or her designee, and
shall, upon acceptance, become the property of CITY.
XI.ASSIGNING. SUBLETTING. AND ENCUMBERING PROHIBITED
Since CITY has relied on the specific background and capabilities of STEWARD in awarding this
Agreement, anymortgage, pledge, hypothecation, encumbrance, transfer, sublease, orassignmem-
(collectively referred to as ENCUMBRANCE)of STEWARD’s interest in the Preserve or any part
or portion thereof, is prohibited. Any attempted ENCUMBRANCE shall be null and void and shall
confer no fight, title, or interest in or to this Agreement.
XII.NOTICES
Unless otherwise required by the terms of this Agreement, whenever notice is required by this
Agreement, it shallbe.mailed, first class, postage prepaid, to the following:
To CITY:To STEWARD:
City Clerk
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
Bay Area Action
715 Colorado Ave. Suite 1
Palo Alto, Calif. 94303
with a copy to:
Superintendent, Open Space and Sciences
City of Palo Alto
P.O. Box 10250
Palo Alto, Ca 94303
A:STEWARD -7-
XIII.ATTACHMENTS TO AGREEMENT
This Agreement includes the following, which are expressly attached hereto and by this
reference incorporated into this Agreement:
Exhibit A - Map showing area of the.Preserve ~
Exhibit B - General Conditions
Exhibit C - Arastradero Preserve Management Plan
.The inclusion of clauses in Exhibit B (General Conditions)is not in any way intended to
lessen the importance of these clauses, but is merely done to enhance the.organization of
various clauses and this Agreement. .
IN WITNESS WHEREOF, the parties have. executed this Agreement the day and year first above
written.
CITY OF PALO ALTO STEWARD
Mayor
ATTEST:
City Clerk
APPROVED:
City Manager
A:STEWARD -8-
APPROVED AS TO FORM:
Senior Asst. City Attorney
Acting Director of
Administrative Services Dept.
Director, Community Services Department
Superintendent, Open Space and Sciences
A:STEWARD -9-
Exhibit A
EXHIBIT
GENERAL CONDITIONS
I.DEFINITIONS
o
0 .
CITY shall mean the City Council of the City of Palo Alto, a
municipal corporation,
The City Manager is hereby authorized to take any actions
under this Agreement.
Clauses in this. Agreement refer to specific officers or
employees ofCITY. Should these positions be eliminated or
the title changes, it is understood and agreed that such
references shall beconsidered to be to the new title for
renamed positions or to the replacement official designated
with the responsibilities of any eliminated position.
NONPROFIT CORPORATE AUTHORITY & LIABILITY
If STEWARD is a nonprofit corporation, each individual signing
this~Agreement on behalf of STEWARD. represents and warrants
that;
he is.duly authorized to do so in accordance with an
adopted Resolution of STEWARD’S Board of Directors or in
accordance with the Bylaws of the nonprofit corporation;
and
STEWARD is a duly qualified nonprofit corporation
authorized to do business.in Santa Clara County.
TIME
Time is of the essence of .this Agreement.
PERMITS AND LICENSER
STEWARD shall be required to obtain any and all permits and/or
licenses which may be required in connection with the
operation of the Preserve as set forth in this Agreement.
AMENDMENT ORGANIZATION AND RULES OF coNSTRUCTION
Words of the masculinegender shall be deemed and construed to
o
include correlative words of the feminine and neuter genders.
Unless the context otherwiseindicates, words importing the
singular number shall include the plural number and vice
versa, and words importing persons shall include corporations
and associations, including public bodies, as well as natural
persons.
The terms "hereby", "hereof", "hereto", "herein", "hereunder"
and any similar terms, as used in this Agreement, refer to
this Agreement.
All the terms and provisions hereof shall be construed to
effectuate the purposes set forth herein, and to sustain the
validity hereof.
The titles and headings of the sections of this Agreement have
been inserted for convenience of reference only, are not to be
considered a part hereof and shall not in any way modify or
restrict any of the terms or provisions, hereof or be
considered or given any effect in construing this Agreement.or
any.provision hereof in ascertainingintents if any question
of intent shall arise.
AMENDMENTS
This Agreement sets forth all of the agreements and
understandings of the parties and any modifications must be
written andproperly executed by both parties.
UNLAWFUL USE
STEWARD agrees that no improvements shall, be erected, placed
upon, operated~ nor maintained upon the Preserve, nor any
business conducted or carried on therein or therefrom, in
violation~ of the terms of this Agreement, or of. any
regulation, order ~of law,~ statute, or ordinance of a
governmental, agency having jurisdiction over STEWARD’S use ~of
the Preserve.
NONDISCRIMINATION
STEWARD and its employees shall not discriminate against any
person because of race, color, religion, ancestry, age, sex,
national origin, disability or sexual preference. STEWARD
shall not discriminate against any employee or applicant for
employment.because of race, color,, religion, ancestry, sex,
age, national origin, disability or sexual preference.
STEWARD covenants to meet all requirements of the Palo Alto
A: STWEARDS/gen2 7 -0 - 2 -
Municipal Code pertaining to nondiscrimination in employment.
If STEWARD is found in violation of the nondiscrimination
provisions of the State of California Fair Employment
~Practices Act or similar provisions of federal law or
executive order in the conduct of its activities under this
Agreement by the State of California Fair Employment Practices
Commission or the equivalent federal agency or officer, it
shall’ thereby be found in default under this Agreement, and
such default shall constitute a material breach of this
Agreement. CITY shall then have the power to cancel or
suspend this Agreement in whole or in part.
o DISPOSITION OF ABANDONED PERSONAL PROPERTY
If STEWARD abandons the Preserve or isdispossessed thereof by
process of law or otherwise, title to any personal property
belonging to STEWARD and left on the Preserve forty-five (45)
days after such abandonment or dispossession Shall be deemed
to have~been~transferred to CITY. CITY shall have the ~right
to remove and to dispose of such property without liability
therefor to STEWARD or to any person claiming under STEWARD,
and shall have no need to account therefor.
HAZARDOUS SUBSTANCES
A. Definition. As used herein, the term "Hazardous~ Mater
ials" means any~ substance or material’ which has been
determined by any state, federal or~ local governmental
authority to be capable of posing risk of injury to~ health,
safety, and property, including petroleum and petroleum
products and all of those materials and substances designated
as hazardous or toxic by the U.S. Environmental Protection
Agency, the California Water Quality Control Board, the U.S.
Department of Labor, the California Department of Industrial
Relations, the California Department of Health Services, the
California Health and ~Welfare Agency in connection with the
Safe Water and Toxic Enforcement Act of 1986, ’the U.S.
Department of ~Transportation, the U.S. ~Department~ of
Agriculture, the U.S.Consumer Product Safety Commission,. the
U.S. Department of Health and Human Services, the U.S. Food
and Drug Administration or any other governmental agency now
or hereafter authorized to regulate materials and substances
in the environment. Without limiting the generality Df the
foregoing, the term "Hazardous Materials" shall include all of
those materials and substances defined as "toxic materials" in
Sections 66680 through 66685 of Title 22 of the California¯
A: STWF.KRDS/gen2~-0 - "--3-
Code of Regulations, Division 4, Chapte~ 20, as the same may
be amended from time to time.
B. STEWARD’S Use of Preserve. .During the term of this
Ag~eement,..STEWARD shall abide and be bound by all of the
following requirements:
ii.
STEWARD shall comply with all laws now or hereafter in
effect relating to the use of Hazardous Materials on~
under or about the Preserve, and STEWARD shall not
contaminate the Preserve, or its subsurfaces, with any
Hazardous Materials.
STEWARD shall restrict its use of Hazardous Materials at
the Preserve to those kinds of materials that are
normally used in cons~ruct±ng the Project. Disposal of
any Hazardous Materials at the Preserve is strictly
prohibited. Storage of such permissible Hazardous
Materials is allowed only in accordance with all
applicable laws now or hereafter in effect. AII safety
and monitoring features of any storage facilities shall
be approved iby CITY’S Fire Chief in accordance with all
laws..
iii. STEWARDshall ~be solely and fully responsible for the
reporting of all Hazardous Materials releases to the-
appropriate public agencies, when such releases are
caused by or result from STEWARD’S activities on the
Preserve. STEWARD shal! immediately inform CITY of any
release of Hazardous Materials, whether or not the
release is in quantities that would otherwise be
reportable to a public agency.
iv.STEWARD shall be solely and fully responsible and liable
for such releases at the Preserve, or into CITY’S sewage
or storm drainage systems. STEWARD shall take all
necessary.precautions to prevent any of its Hazardous
¯ Materials from entering into any storm or sewage drain.
system or from being releasedon the Preserve. STEWARD
shall remove releases of its Hazardous Materials in
accordance with all laws. ~n additionto all other
rights and remediesof CITY hereunder, if the release of
Hazardous Materials caused by STEWARD is not ~emoved by
STEWARD within ninety (90) days after discovery by
STEWARD, CITY or any 6ther third party, CITY may pay to
have the same removed and STEWARD shall reimburse CITY
for such costs within five (5) days. of CITY’S demand for
payment.
A : STWF.ARDS/gen27-0
Vo
vi.
STEWARD shall protect, defend, indemnify and hold
harmless CITY from and against all loss, damage, or
liability (including all foreseeable and unforeseeable
consequential damages) and expenses (including, without
limitation, the cost of any cleanup and remediation of
Hazardous Materials) which CITY may sustain as a result
of the presence or cleanup of Hazardous Materials on the
Preserve.
STEWARD!S obligation under this ~Clause shall survive the
expiration or earlier termination of this Agreement.
A: STWEARDS / gen2 7-0 -5-
EXHIBIT C
CITY OF PALO ALTO.
MANAGEMENT PLAN FOR THE.
ARASTRADERO PRESERVE
Purpose
The purpose of this Management Plan is to provide guidelines for staff implementation of City
Council direction regarding the management of the Arastradero Preserve and the Hewlett-Mullen
property.
Council Policy and Mission Statement
At its meeting of July 23, 1984, the City Council adopted a Conceptual Master Plan for the creation
of a "low intensity and minimal cost park, with emphasis on the natural and open space amenities
of the land and sensitivity to the fragile foothills ecology. Uses planned for the park should not
duplicate those provided in urban neighborhood or regional parks." The Conceptual Master Plan
was based, in large part, on the recommendations of an eight-member Arastra Citizens Advisory
Committee. This statement became, and remains, the mission statement for the Preserve.
This Plan incorporates habi~t preservation as its primary goal, while at the same time providing for
appropriate public access and activities. In instances where public access and activities conflict with
the natural values of the Preserve, the preservation of the natural values of the Preserve shall prevail.
Responsibilities
The City Council is responsible for providing policy direction on all Use of the Arastradero Preserve.
The public’s use of the Preserve is regulated by ordinances, contained within the City’s Municipal
Code.
The Community Services Department has primary responsibility for implementing the elements of
this Plan. Enforcement of the City’s Municipal Code, as it relates to the Amstradero Preserve, will
be the responsibility of the park ranger staff, with support from other City departments. Park rangers
will also have a major role in responding to fire and medical emergencies on the Preserve.
815/96
The Steward, which will be a nonprofit, local, community-based organization, may be used in
maintaining the Preserve. The mission of the Steward would be complimentary to the mission of
the Preserve and would enter into a contractual agreement for designated shared stewardship
responsibilities for the Preserve.
World~g under the direction of the City,.the Steward will assist in habitat restoration, removal and
control of non-native, invasive weeds, trail maintenance and repair, educational activities, research
and rip ..a~habitat management. Funding for activities conducted by the Steward will be the
responsibility of the Steward, and .may be generated by donations of cash and in-kind services,
volunteer activitiesand grants, receipt of funding through the City General Fund budget process and
othersources. The Stewardwill also actively participate with Citystaffand the Arastradero Advisory
Committee, in the planning and development of a modest facility.
The Steward’s role for each of these areas are discussed in more detail in the Appendix to this Plan.
Notwithstanding, the overall administration and management of the Arastradero Preserve remains
the responsibility of the City of Pale Alto.
The Department of Public Works is responsible for the oversight and coordination of capital
improvement projects on the Preserve.
The Utilities Department is responsible for maintenance of all electric, gas, water and wastewater
facilities on the Preserve. Their activities are described in greater detail in Chapter 5 of the
Management Plan, "Utilities Department Maintenance Responsibilities on the Preserve."
The Fire Department is responsible for wildlands fire prevention and suppression on the Preserve
through implementation and revision of the Foothills Fire Management Plan. The Department’s
activities are described in greater detail in the chapter on "Open Space Management and Habitat
Protection". ~ "
The success of this Management Plan is directly related to the support the Preserve receives from
the community. This support may come as financial contributions for specific activities on the
Preserve, from individual volunteers working on projects, and from nonprofit organizations which
provide groups of volunteers to assist in such activities as trail maintenance and repair, litter
removal, erosion controls, and habitat restoration.
CHAPTER 1:
HISTORY OF THE ARASTRADERO PRESERVE
In August 1969, Arastra Ltd., the owners of the Arastradero property, applied for a Planned
Community zone change for construction of 1,776 dwelling units. The City denied this proposal.
During this same period, the City hired a consultant to study land use and the ability of the City to
provide services to potential foothills developments.
The City Council amended the Comprehensive Plan-in June 1971, to include most of the foothills
area in "Open Space - Controlled Development." An Opea Space Element for the General Plan was
subsequently adopted in April 1972. That year, the City also adopted an Open Space zone district,
which required an average often acres per dwelling unit. In September 1972, Arastra Ltd. sued the
City, claiming $15.6 million in damages, plus interest, attorney’s fees and costs .........
Litigation.proceeded for the next three years. In September. 1975, the U.-S. District Court ruled in
Arastra Ltd.’s favor that the zoning amounted to a "taking" of Axastra’s property and that all that
remained to be completed was determination and payment of the value of the. land as of September
.1972. The City was ordered to purchasethe land. Arastra Ltd. and City officials met several times
and reached agreement out of court to settle.the suit. A settlement feeof $7,475,000 was paid to
Arastra Ltd. in July 1976, and the City became the fee owner of the property, which, in addition to
the approximately 510 acres, included a six-bedroom, 5,965. square foot house, a large barn and a
second, small two-bedroom house.
In 1981, the Council adopted an ordinance, dedicating 432.78 ! acres of the Arastradero Preserve as
park land. In 1992, the Council dedicated 77.219 acres of the Preserve as park land. In addition,
in 1982 the Council dedicated 99.002 acres of the Hewlett-Mullen property as park land. Although
not officially a part of the Amstradero Preserve., the Hewlett-MuIlen property is included as.part of
this Management Plan. The total acreage for the area contained within the Plan is around 609 agres.
In March 1992 (CMR: 165:92), staffr~quested Council direction as to the future of the improvements
within the Arastradero Preserve. Staff recommended the demolition of the main and small houses,
with the retention of the barn for use by the Recreation, Open Space and Sciences Division. Council,
instead, directed staff to proceed with a Request for Proposal (RFP) to solicit alternatives for use of
the structures on the Preserve, cohsistent with the requirements of the park dedication ordinance.
In July 1993 (CMR:432:93), staff presented the responses to the RFP. The Challerige Learning
Center (CLC) responded and then withdrew its proposal, citing in.its decision to withdraw the
"unwarranted, large time and expense, anticipated in dealing, with the opposition raised by
Arastradero neighbors, and the fact that staff would not be able to recommend the proposal to
Council in light of neighborhood concerns." Staff again recommended the demolition of the main
8/~/96
house, as well as the small house, and the retention of the barn. Council, instead, referred the
question of the disposition of the Preserve main house to the Policy and Services Committee for
"consideration of subdividing the home for use as a single-family residence or other options that may
be determined." The Policy and Services Committee recommended to Council, and Council
ultimately approved, demolition of both the. main house and caretaker’s house.
On June 19, 1995, Council approved the 1995-96 Capital Improvement Program, which included
$90,000 for a project to dismantle the Arastradero main house and caretaker’s house. At that time,
however, Council directed staff to prepare an RFP for use of the main house, prior toproceeding
with removal. Staff transmitted the RFP to Council in October 1995, and after receiving approval,
solicited proposals. Proposals were received; from Bay Area Action and the Children’s Tree House.
Staff recommended that Council reject both proposals.
On March 1 I, 1996, Council adopted the staff recommendation to reject both proposals and .further
directed staff to .take the following steps: l).proceed with the removal of the structures, utilizing the
prior budget funding of $90~000, with the focus on the reuse and recycling of the materials from the
structures, and report back to Council prior to the removal of the structures; 2) explore the possibility
of a public/private partnership for both the structural work.and habitat restoration implementation
steps and with respect to the ’~stewardship" concept; 3) pursue wi.th the individuals represented by
attorney Theodore Carlstrom their contribution of $350,000 to the City in connection with carrying
out the steps in the recommendation; 4) pursue the implementation of the habitat restoration in the
areas where the structures are currently located; and 5) explore the potential for a new modest facility
as a gateway to the Arastradero Preserve, with the potential reuse of the materials from the existing
structures.
On May 13, 1996, staff presented to Council, for which approval was received, a project workplan
to implement Council direction for the Preserve.
815/96
CHAPTER 2:
INTERPRETIVE SERVICES AND RESEARCH
Interpretive services and research on the Amstmdero Preserve will be the responsibility of the City
of Palo Alto, with the active support of the Steward. City staff’will review and approve all proposed
Steward interpretive and research activities on the Preserve and will evaluate such activities for their
impact on the Preserve, and for their value to the community.
Interpretive Services
Limited interpretive services will be provided by both City staff and the Steward, with sensitivity
to the natural values of the Preserve. These services will include programs on the natural and human
history of the Preserve, as well as programs on habitat restoration and research activities. These
programs will be made available both during the week .and on weekends and will be designed to
assist the public in developing a better understanding and appreciation of the unique natural values
~f the Preserve. ~,-
Based on usage, and in order to protect the natural values of the Preserve, City staff may place
limitations on the number and types of interpretive programs offered by both the Steward and the
City.
Research Activities
The Axastradero Preserve provides an oppormnity~ for research On the effects of human activity on
natural systems. Although minimally developed, the Preserve has had a long human history, which
included livestock grazing. Proposed research on ecological and human impact on the Preserve will
be approved in advance by the City. The City will also monitor all research activities to ensure, that
such activities do not negatively impact the natural values of the Preserve and provide a benefit to
the community.
The intent is for this research to directly benefit the Preserve through the identification of issues
related to habitat restoration and preservation, and the possible development of management
techniques designed to maintain the Preserve in as natural a condition as possible. Another goal of
research on the Preserve is to provide information which will assist in the management of other open
space areas in the region.
8/5/96
CHAPTER 3:
OPEN SPACE MANAGEMENT AND HABITAT PROTECTION
Although nature preserves are intended to be maintained with~minimal human activity, there are
several situations which require active human involvement to protect native plant and animal species
and to maintain the habitat in as natural as state as possible. One element of the 1984 Conceptual
Master Plan for the Preserve was to, "Return the land to its natural state as much as possible, with
protected plantings of native oaks and elimination of intruding vegetation, using ecologically sound
methods, and eventually placing utilities underground." In addition, on August 13, 1990, the City
Council established a policy for overall open space management and habitat protection, which
contained the following components:
The official policy of Palo Alto will be to retain naturalhabitat, except in areas where
qualified City personnel certify that plants create a fire hazard or on firebreaks, roads
or trails which are routinely maintained.
In times of higher fire danger, when public safety concerns require the use of
nonroufine fire prevention methods, the policy of the City of Palo Alto will be to use
the least intrusive methods on open space lands. These methods, in the order they arc
to be used, are:
ao Establish fire lines on the perimeters of open space lands, leaving the
centers natural.
Mow, rather than disc, fire lines when the terrain permits.
Disc fire lines.
Use herbicides as a last resort.
Q
Prior to weed abatement activity, staff will identify and mark for protection any
suspected nesting sites for burrowing owls or other ground dwelling animal species.
Herbicides shall not be used for weed abatement, except for the control of poison oak
in high use. areas or interfering with City weed abatement activity. The use of
herbicides for this purpose ~is to be at the discretion of the Superintendent of Open
Space and Sciences.
Private land owners should be encouraged to follow City policies on weed
abatement.
8/5/96
Fire management
Given the above policy guidelines, Open Space and Fire Department staffwill maintain the diseed
fuel breaks on the Arastradero Preserve, as outlined in the 1982 Foothills Fire Management Plan.
This includes the diseing of most perimeters which border homes, and all perimeters of the 77-acre
parcel. The only exception to the Foothills Fire Management Plan is that the disc lines on the
Preserve will continue to be maintained at 60 or 120 foot widths, depending on the location of the
disc line.
Staff from Open Space Division and the Fire Department will continue tO work with the diseing
contractor andeoneerned citizens over the issues of habitat disruption and the loss of seedling oaks
within the disc lines. In addition, staff will direct the Steward in the identification and marking for
prote’etion of any suspected sites for burrowing owls.
Although included as an element of the City’s Fire.Management Plan, proscribed bunting Of sections
of the Preserve is not now being considered.
Poison Oak Management
Compared with other open space lands .operated by the City, poison oak is not a major problem on
the Preserve. When found in areas ofpotential high use, generally along trails and around
Arastradero Lake, poison oak will be controlled.by trimmingor removal, with the use of herbicides
as a last resort. Poison oak management will remain the responsibility of the City, with support, as
¯ appropriate, from the Steward.
Habitat Restoration
Working under the direction of the City, the Steward will design and recommendh habitat.
restoration P!an for the Preserve. Upon approval, the City will implement the plan.with.the active
support of the Steward. The plan will include:
Habitat restoration on the site of the former houses and barn.
Development of a tree planting plan and implementation schedule., incorporating the use of
local, native sources of trees, with an emphasis on the re-establishment of oaks on the
Preserve.
Habitat restoration of other sections of the Preserve.
Maintenance of restored areas during the first few years of new vegetation growth. This
includes watering of plants and removal of any remaining non-native invasive ~,eeds.
Monitoring of habitat restoration activities, to determine the effectiveness of the plan and to
identify areas for further research or effort.
Habitat restoration activities may require the closing of sections of the Preserve for periods of time,
to allow grasses, trees and shrubs to become established. Areas to be closed for habitat restoration
will be approved by the City. Appropriate signs will be installed to notify the public of the areas
closed. These signs will be posted, both in the par’king lot and adjacent to the closed area(s).
Management of Non-Native Invasive Weeds
N0n-native, invasive weeds are encroaching on-the natural habitat of the Arastradero Preserve.
These include but are not limited to:
Canary Grass
Yellow Star Thistle
Bull Thistle
Bristly Ox-Tongue
Poison Hemlock
Fuller’s Teasel
Fennel
Italian Thistle "
French Broom
Pampas Grass
The Steward will develop and submit to the City a recommended plan for the removal or control of
non-native, invasive weeds. Upon approval, the City and Steward shall implement the plan.
Methods of control of non-native invasive weeds will include:
0 Hand and mechanical clearing of the plants, including removal of root stock
Mowing prior to the full development of seeds or fruiting bodies
Re-seeding of cleared areas with native plants, primarily grasses
Planting of native trees and shrubs
8/5/96
Tree Trimming
Trees on the Arastradero Preserve are trimmed or removed only.when they create a hazard to the
public. This usually involves trees which are along roads or on the trail system. City staff will
respond to any tree issues on the Preserve. Trimming of trees along the edge of the utility road will
be the responsibility of the City.
Lake Management
City staff is responsible for the removal of pondweed and cattails from Arastradero Lake. This work
is accomplished through mechanical harvesting of materials to maintain fishing and viewing access
to the Lake. No chemicals are used to control pondweed and cattail growth. Materials harvested are
composted on site, to reducethe costs of transporting the materials to the City,s Refuse tempesting
facility.
Periodic fish creel census or other assessment work will be conducted by City staff to determine the
health of the fishpopulation in Arastradero Lake. There are no plans for restocking the Lake with
fish. This is consistent with the 1983 Conceptual Master Plan.
There are no plans to perform any lake management activities on the small lake, sometimes referred
to as John Soby Lake.
Riparian Habitat Management
Working with an existing citizens’ committee, the City will proceed with the Public Works
Department’s Capital Improvemem Projects for seismic repairs to Arastradero Lake dam and for
repairs or replacement of the culvert system and erosion control on Arastradero Creek, between
Arastradero Lake and the Preserve’s southern boundary.
The role of the steWard will be to assist the City in riparian habitat management along Arastradero
Creek.
Wildlife Management
Wildlife management on the Preserve will be limited during the first few years of this Plan to
observations and research related to existing animal populations. The City and the Steward will work
collaboratively on the development of a long range wildlife management plan, when appropriate.
8/5/96
The City’s Wildlife Management Team will continue to collect information related to mountain lion
sightings on the Preserve, and will continue to inform the public of any changes in mountain lion
activity in the area. City staff will work closely with the State Department offish and Game and the
U. S. Fish and Wildlife Service regarding any management issues related to mountain lions on the
Preserve.
8/5/96 lO
CHAPTER 4:
CONSTRUCTION AND MAINTENANCE OF FACILITIES
Trails
Formal trails on the Preserve aregenerally former access roads, constructed before the property was
acquired by the City in 1976. Because of increased traffic of all kinds on the Preserve, numerous
informal trails have become established. These are particularly evident since the Preserve became
a popular area for mountain bike activities.
Generally, trails will be maintained by removing overhanging vegetation, repairing the trail tread,
and controlling erosion.
The City will work with the Steward to close informal trails as.part of the.habitat restoration plan
for the Preserve. Signs stating "Trail Closed: Habitat Restoration" will be installed at the junctions
of formal and informal trails. Under direction of City staff, soil preparation and seeding of informal
trails will be conducted by the Steward. In addition, an active program of educating the public about
the proper use of the Preserve and its trail system will be implemented by the City with the support
of the Steward..
Sections of the formal trails on the Preserve may be dosed for maintenance or habitat restoration.
Trails may be dosed to equestrian, bicycle, pedestrian or all travel during wet weather, when such
traffic would damage the trail surface. Signs notifying the pu.blic about trail closures will be posted
in the parking lot and at trail heads andtrail junctions.
One of the significant current issues related to the management of the Preserve is mountain bike
activity on both the formal and informal trails, i Staff has noticed a considerable increase in the
number of informal trails (called "single-track" by mountain bike enthusiasts), which contribute to
overall environmental degradation of the Preserve,. and which increases the potential for erosion and
accidents. Based on the Municipal Code, bicycles are restricted to formal trails and the utility road.
Staffwill increase its efforts to educate bicyclists to the need to stay on the formal trails. Staffand
the Steward will work together to remove informal trails through habitat restoration. And, as a last
resort, staff will use its citation powers to enforce the ordinances protecting the Preserve.
As plans for the development of the modest modest facility develop, the entire trail system on the
Preserve will be re-evaluated to determine the status of the trails in light of visitor use. In additioni
depending on location, the trails leading to and from the modest facility may need to be re-designed
and re-routed. Standards contained in the 1996 East Bay Regional Park District’s Trail Manual will
be used in the evaluation process. All facility upgrades, including trails, will be performed in
compliance with the Arnerieans with Disability Act.
!1
Road Repair and Maintenance
The utilityaccess road, the road to the Cone Madera water tank and the gravel extension to John
Marthens Lane are the only designated "all-weather" roads on the Preserve. As mentioned elsewhere
in this Plan, the utility access road is maintained by the Utilities Department.
As part of the proposed Arastradero Creek Capital Improvement Program (CIP) work, a section of
gravel road downstream from ArastraderoLake will be removed and a parallel section will be
upgradedto "all weather" status .....
All other roads will be maintained, and there are no plans to improve any other sections of road in
the Preserve.
Signs and Fence Standards
In keeping with the low intensity use for the Preserve, th.e sign standards for the Arastradero Preserve
are as follows:
Signs will be made of painted aluminum, with a brown background and yellow lettering. The signs
will be mounted on one (or two, if needed) 4-inch x 4-inch redwood post, extending no more than
four feet above the ground. The intent is to have the signs accomplish their intended~purp0se without
becoming the dominant features of the landscape. The only exceptions to this standard are the
retention of the existing large wooden signs with routed lettering. These signs will be maintained
until they need to be replaced; the sign standards will then apply. ¯
Split Jail fencing will be the fence standard for future fencing projects on the interior of the Preserve.
The existing fencing will be maintained along the perimeter, with replacement fencing being
installed only in areas where there is a need to protect the Preserve from unauthorized access,
including motor vehicles and motorcycles.
Trail markers willbe redwood’4-inch x 4-inch posts, with painted 4-inch-wide aluminum signs
bolted in place.
Additional signs will be added, as needed, to direct visitors and mark areas where habitat restoration
is occurring or to provide trail closure information.
Because large, carved wooden trail signs and.interpretive displays in parking lots and ~t trail heads
are often targets of vandalism, trail maps will continue to be made available in the parking lot.
Printed trail maps may also be available at Amstradero Lake.
"12
A large, display ~howing the trail system and other features of the Preserve may also be included in
plans for the modest facility, particularly if the parking lot is relocated.
Picnic Areas and Benches
Presently, there are no picnic facilities on the Preserve. Staff would propose installing a single
picnic table next to Arastradero Lake, to provide a location where visitors can stop and rest, eat and
view the Lake. The table would be made of galvanized leg supports, with wooden benches and
tabletop. No other picnic facilities are proposed. ,
Benches are presently found in several locations on the Preserve. Bench standards will be
comparable to those used in Foothills Park. Benches will be made Of wood, stained light green and
constructed in such a way as to minimize maintenance and vandalism.
Because there have been several requests in the past two years, staff proposes to develop a process
for the installation of memorial benches on the Preserve. These would be purchased and installed
by the donor, with direction from City staff. These benches would be located in areas where they
would not diminish the natural values of the Preserve.
Trash Receptacles
Trash receptacles are located at the parking lot and around Arastradero Lake._There are no plans for
additional trash receptacles on the Preserve, in keeping with the philosophy that visitors to the
Preserve should carry their trash out with them.
Restr’ooms .
Two po .rtable restrooms are located at the parking lot, One of which provides handicapped access..
An additional handicapped-accessible portable restroom is proposed for the Arastradero Lake area,
to provide, access closer to the center of the Preserve.
.Drinking Fountains and Horse Watering Troughs
Drinking fountains exist at the parking lot and at the barn. Staff proposes to retain the drinking
fountain at the parking lot and relocate the fountain at the barn to a differentlocation, away from the
site of the structures. In addition, staff proposes the installation of a drinking fountain at Arastradero
Lake.
Staff also proposes moving the horse trough from the barn site to Arastradero Lake.
815/96 13
Parking Lot and Bicycle Racks
The temporary 35-space gravel parking 10t presentlylocated on the 77 acre portion of the Preserve,
does not meet present and anticipated future needs. The present lot often becomes full on warm
weekend days. Staffhas been requested to place gravel on the 20-space, unsurfaeed overflow parking
area, therefore opening it to year-round use. Action related to this request is being deferred until
decisions related to the purpose, location and design of the modest facility are under way. It is
anticipated that. there will be only one parking lot for the entire Preserve, which will remain
unlighted and closed when the Preserve is closed.
Bicycle racks in the Arastradero Road parking lot are rarely used. Most park visitors with bicycles
either transport them in vehicles to the parking lot and then ride them onto the Preserve or fide them
directly onto the Preserve from other locations. Bicycle parkingwill be included in any designs for
changed parking related to the .modest facility.
Modest Facility
Staff is in the process of developing a new, modest facility to be usedon the Arastradero Preserve.
In addition, an Arastradero Advisory Committee will be formed toassist in the development of the
modest facility plan. The development of the modest design concept will be completed between July,
1997 and October 1998.
815/96 14
CHAPTER 5:
UTILITIES DEPARTMENT MAINTENANCE
RESPONSIBILITIES ON THE PRESERVE
Electric Utility
The electric utility service for the Alexis Drive area, Foothills Park and other City electric customers
in the foothills is provided by the 12,470-volt overhead electric power, lines entering the Arastradero
Preserve from Arastradero Road near Tracy Court. The,overhead electric lines continue into the
Preserve and split near Arastradero Lake and the Corte Madera Booster Station. One leg continues
overhead toward Alexis Drive, then goes underground along Alexis Drive and the adjoining streets.
The main line continues overhead along Arastradero Creek. The overhead line splits again near the
Boronda Reservoir. The main line continues a short distance overhead into Foothills Park. A tie line
goes underground to the.end of Alexis Drive, providing an altemate feed into the Alexis Drive area,
should the direct buried underground cables along Alexis Drive fail.
The overhead facilities are Standard wood poles with eight to ten-foot wood cross arms. The three
current-carrying wires are installed on insulators on top of the cross ann. The wood poles (fir) are
treated .with approved preservatives to extend their life. Their expected life is 30 years. However,
because of the increased exposure to termites and insects, the last set of poles along Arastradero
Creek lasted only 20 years. The poles were replaced in 1993z94.
¯ City-owned low-voltage communication cables are often mounted on the power poles andburied
near the underground cables. These cables (aboutl .inch in diameter) provide interconnection
between water pumps, gas pressure sensors, water reservoirs, fire stations and radio facilities. Some
maintenance of thesefacilities is necessary, usually when a problem with a communication circuit
develops.
Access roads to inspect; repair and operate all overhead facilities need to be maintained. The most "
likely cause of emergency repairs is winter weather. Heavy rain and winds blow trees and branches
into power lines. When this occurs, heavy trucks must have access to the damaged facilities, often
during the storm itself, to make timely repairs. Repairs cannot be performed without heavy vehicle
.access.
The areas near overhead facilities must be kept clear of trees, grasses, and brush (fuel sources). State
of California codes require a ten-foot radius of cleared land around all poles with operable devices
(switches, fuses, transformers, and comer poles). Trees must be trimmed or removed that overhang
power lin~s or that may fall or be blown into power lines. Tree trimming can usually be done every
two to three years. Ground clearing must be done annually.
815/96 15
Water, gas and wastewater utilities
Water, gas, and wastewater (WGW) lines enter the Arastra Property from the south side of
Arastradero Road, approximately 3/8 of a rm’le west of Page Mill Road. The water and sewer lines
also continue in a westerly direction on Arastradero Road for about a mile. This branch of the sewer
line terminates at this location. The water line continues along Arastradero Road, and then enters
the Preserve again and extends to the 1.5-million-gallon steel Corte Madera Reservoir.
The WGW lines entering the Arastra Property nearest Page Mill Road continue in a southwesterly
direction on the property to and past the Arastradero Lake and Corte Madera Pump Station. The
lines then continue along the alignment of the new Arastradero Creek utility access road on into
Foothills Park, except for the gas main. After following theaecess road for approximately 1200 feet,
the gas main turns southeast and extends into .the Palo Alto foothills neighborhood (Alexis Drive
area), where it then ends.
These lines were constructed between 1962 and 1969 in anticipation of major development in the
Palo Alto foothills. Although they have been well maintained, repairs will be necessary as these
systems continue to age. The depth of these systems will require the City to dig large shored trenches
to facilitate repairs. Large equipment, backhoes and dump trucks are necessary for underground
repairs on the water, gas and wastewater lines.
16
APPENDIX: RESPONSIBILITIES OF STEWARD
¯Working under the direction of the City, the Steward will develop and submit to the City a
recommended habitat restoration plan for the Preserve, which will include:
Habitat restoration on the site of the former houses and barn.
Development of a tree planting plan and implementation schedule, incorporating the use of
local, native sources of trees, with an emphasis on the re-establishment of oaks on the
Preserve.
¯Habitat restoration of other sections of the Preserve.
¯Maintenance of restoi’ed areas during the first few years of new vegetation ~rowth. This
includes watering of plants and removal of any remaining non-native invasive weeds. ’
¯Monitoring of habitat restoration activities, to determine the effectiveness of the plan and to
identify areas for further res.eareh or effort.
Working under the direction of the City,the Steward will develop and submit to the City a
recommended aggressive progiam of non-native, invasive weed removal and control. All plans for
such weed removal and control will be consistent with established City policy and will be approved
by the Superintendent, Open Space and Sciences prior to implementation. Vegetation to be removed
and/or controlled includes, but is not limited to:
*
@
®
Canary Grass
¯ Yellow Star Thistle
¯ Bull Thistle
Bristly Ox-Tongue
Poison Hemlock
Fuller’s Teasel
Fennel
Italian Thistle
French Broom
Pampas Grass
8/5/96 17
Methods of control will include:
Hand and mechanical cleating of the plants, including removal of root stock
Mowing prior to the full development of seeds or fruiting bodies
Re-seeding of cleared areas with native plants, primarily grasses
Planting of native trees and shrubs
Under direction of the City, the steward will.maintain the existing formal trail system. Construction
of new trails or significant upgrades to any existing trails in the Preserve will be done through the
active collaboration of the City, the Steward and other volunteers. City Staffwill work closely with
the Steward to close informal trails in an effort to restore habitat¯
Under direction of the City, the ..Steward. will be involved .in riparian habitat management along
Arastradero Creek.
The City and the Steward will work collaboratively on the development of a long range wildlife
management plan, when appropriate.
Poison oak management will remain the .responsibility of the City, with support,, as appropriate,
from the Steward.
The Steward will assist the City in the provision of limited interpretiVe services.
With the approval of the City, research on ecological processes and human impact will be designed
and conducted by the Steward.
Staff anticipates that the Steward will be actively involved with developing the plan for a modest
facility.
g/5/96 18