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HomeMy WebLinkAboutStaff Report 7082 City of Palo Alto (ID # 7082) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/15/2016 City of Palo Alto Page 1 Summary Title: Approval of License Agreement for GreenWaste to Use The Former Los Alto Treatment Plant Site Title: Approval of a Limited-Term Site License Agreement for GreenWaste of Palo Alto to Relocate Operations from Geng Road to a Portion of the Former Los Altos Treatment Plant Property on San Antonio Road; Finding of Categorical Exemption for Existing Facilities Pursuant to CEQA Guideline 15301 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council find a categorical exemption from CEQA review pursuant to Guideline 15301 (Existing Facilities), and authorize the City Manager, or his designee, to execute the attached License Agreement (Attachment A) with GreenWaste of Palo Alto, Inc. for the use of the property at 1237 North San Antonio Road (the former Los Altos Treatment Plant Site) for a maximum period not to exceed the length of their waste collection agreement with the City (through June 30, 2021). Executive Summary City staff is terminating the lease with the City’s refuse hauler, GreenWaste of Palo Alto, Inc., at the 0.9 acre, City-owned, 2000 Geng Road location, effective December 31, 2016. GreenWaste will relocate their operations between their Santa Clara Facility and the former Los Altos Treatment Plant (LATP). GreenWaste will occupy a portion of the half of LATP owned by the City’s Refuse Fund. GreenWaste is amenable to this move, as are community baylands protection advocates contacted by staff. The City’s Refuse Fund will save a small amount of money and no significant improvements will be needed at the LATP site. A standard City of Palo Alto License Agreement for GreenWaste’s use of the LATP City of Palo Alto Page 2 site is required, and Council approval of the Agreement is requested. Background Geng Road Property A 0.9 acre parcel of City-owned property located at 2000 Geng Road (Attachment B) is currently being leased to the City’s refuse hauler, GreenWaste of Palo Alto, Inc. (GreenWaste). GreenWaste utilizes the site for:  Customer service staff, outreach coordinators, supervisors, and managers;  Temporary staging of bins and boxes;  Assembling and staging new carts;  Temporary staging of compacted cardboard from select businesses and inert material collected during customers clean up days. A number of small buildings are located on the Geng Road site, most date back to the late 1950s. These small buildings are currently used as offices and container storage. GreenWaste is required by contract to utilize their own facility located in Santa Clara for their truck fleet storage and servicing needs. Prior to the lease with GreenWaste (July 1, 2009), the City’s previous waste collection contractor PASCO leased the 0.9 acre Geng Road parcel plus an adjacent 1.1 acre parcel for operations and fleet servicing. Although the additional 1.1 acre parcel is dedicated parkland, Council allowed PASCO’s temporary use through the end of their lease in 2009. Since then, the parcel has been returned to parkland usage, with a portion to be used for youth baseball league batting cages. The Former Los Altos Treatment Plant The City-owned property known as the former Los Altos Treatment Plant (LATP) is located at 1237 North San Antonio Road in Palo Alto (Attachment C). The site measures approximately 13.27 acres and is divided into three areas based on setting and historical usage. From north to south, the three areas are designated Area A, Area B, and Area C:  Area A comprises 4 acres of undeveloped bay margin marshland and an area of elevated fill; City of Palo Alto Page 3  Area B comprises 6.6 acres and was the site of the City of Los Altos Wastewater Treatment Plant from 1958 until 1972. Area B currently contains a small unoccupied building and associated equipment sheds, an inactive clarifier tank structure, and six former wastewater treatment ponds; and  Area C comprises 2.6 acres and is leased to utility contractors for materials storage. The surface is compacted soil and gravel. The site is currently designated “Public Conservation” land (8.96 acres of Area A and a portion of Area B) and “Major Institution Special Facilities” (4.62 acres). On August 10, 1984, Palo Alto and Los Altos entered into a lease/purchase agreement for the LATP site (CMR:146:84). At that time, Palo Alto was interested in developing a solid waste facility on the developable portion of the site. Between 1984 and 1991, the City of Palo Alto’s Refuse Fund made payments per the agreement and became the owner of an undivided half-interest in the site. During that time period, the site was managed by Palo Alto and rented to various tenants including Palo Alto Utilities Department, who used it for a staging and storage area. Rental revenue was divided between the two cities equally. By 1991, Palo Alto, Sunnyvale, and Mountain View had entered into a 30-year agreement to use the Sunnyvale Materials Recovery and Transfer Station (SMaRT Station) and the original idea of using the LATP site as a refuse transfer station was abandoned. During the 1990s, Palo Alto explored other possible uses for the site, including a proposal for a refuse collection contractor operations facility, a household hazardous waste facility, and an equipment area. On March 6, 2000, Council certified an Environmental Impact Report and a Conceptual Mitigation and Monitoring Plan for a refuse collection facility (CMR:161:00); however, no action was undertaken to develop the site at that time. The Palo Alto City Council approved a land use designation change from Public Park to Public Conservation Land for approximately 8.96 acres and Major Institution Special Facilities for approximately 4.62 acres. In late 2007, Palo Alto and Los Altos reached an agreement for the purchase of the remainder of the site by Palo Alto’s General Fund. On January 4, 2008, Palo Alto became the sole owner of the site. Currently, the City rents Area C to contractors and the proceeds are divided City of Palo Alto Page 4 equally between the City’s Refuse and General Funds. Discussion Staff will terminate the lease with GreenWaste at 2000 Geng Road by December 31, 2016 and relocate the GreenWaste operations to LATP and GreenWaste’s Santa Clara yard. The Refuse Fund owns half the LATP property; therefore GreenWaste would utilize half of the usable Area C acreage (less a small amount for an entrance road). GreenWaste is in favor of the move for the following operational efficiencies:  The Geng Road facility is not ideal for bin and box storage due to the buildings, staff vehicles and reduced space. The LATP site, however, allows for more storage, thereby reducing the number of trips GreenWaste trucks make between their Santa Clara Facility and Palo Alto every day, resulting in lower fuel usage and vehicle emissions such as greenhouse gas; and  Consolidating GreenWaste staff (managers, outreach coordinators, drivers and customer service representatives) in one location, their Santa Clara Facility would improve communication and other efficiencies. GreenWaste would continue to provide local customer service within Palo Alto as their route Supervisors are in Palo Alto most of the day. City staff sees additional advantages to relocating GreenWaste, including a small rent savings for Refuse Rate customers over the length of the site license, perhaps $100,000 through June 30, 2021, as well as possible park usage at the Geng Road site, as it is surrounded by parkland (Baylands Athletic Center and the Golf Course) on three sides, with an upcoming addition of 10.5 acres from the golf course. Such usage may be considered in the draft Parks, Trails, Natural Open Space and Recreation Master Plan currently underway, making this an ideal time to consider improvements for the entire area before finalization of the Master Plan. A small portable trailer will be placed at the LATP site for GreenWaste and three or four small shipping containers brought in to keep supplies out of inclement weather. The licensing agreement with GreenWaste will control allowable activities at the site. Minor improvements will be made by staff including gravel, fencing and weed abatement. Contractors who currently occupy the portion of City of Palo Alto Page 5 the LATP designated for GreenWaste, have short term leases which will be terminated by October 1, 2016. Staff recently queried key Palo Alto Baylands protection advocates to learn they have no objections to the move and would like the 2000 Geng Road site to be dedicated as parkland. As mentioned above, the City of Palo Alto Refuse Fund is half owner of LATP and the original reasons for acquisition are still valid; namely, that land in Palo Alto is extremely difficult to find for Refuse Fund uses. The ability to provide land for staging and storing empty containers, bins and carts in the future, may encourage more competitive proposals from regional waste collection contractors as having access to a local yard minimizes the hauler’s travel time expenses. City of Palo Alto Page 6 Timeline The timeline for this change will be: Tasks Dates Lease termination notice transmitted to GreenWaste August 16, 2016 End of select short term lease with some tenants at LATP to make room for GreenWaste September 30, 2016 Minor improvements at the LATP (new fence, gravel) November 30, 2016 GreenWaste to vacate the Geng Road Property December 31, 2016 GreenWaste begins using LATP and their Santa Clara Facility January 1, 2017 Resource Impact Overall there would be minor savings to the City’s refuse rate payers associated with the relocation, approximately $100,000 total over the next 5 years. The current Refuse Fund rent payment to the General Fund of $172,350 per year for the Geng Road location will cease on December 31, 2016. However, the General Fund could continue receiving rental income by leasing the Geng Road site to a different (yet undertermined) entity. Policy Implications There are no policy implications associated with this relocation. The GreenWaste contract with the City contains a provision stating that the City can terminate the lease within 120 days of notification to GreenWaste. Environmental Review This project is exempt from environmental review pursuant to CEQA Guideline 15301 (Existing Facilities) because it consists of licensing an existing facility with negligible or no expansion of use. Relocating GreenWaste functions to the nearby City-owned LATP property is consistant with the current usage of the LATP site. The LATP site has been used for storage and staging of equipment, bins and supplies for over 25 years. There will be no significant change in vehicle trips to either facility. Attachments:  Attachment A: License Agreement With GreenWaste to Use the LATP Site (DOC)  Attachment B: Geng Road Drawing (PDF)  Attachment C: LATP Drawing (PDF) Attachment A Real Estate Division – July 2016 1 THE CITY OF PALO ALTO REAL PROPERTY REVOCABLE LICENSE AGREEMENT This revocable License Agreement (“License” or “Agreement”) is made and entered into this _________, 2016 (“Commencement Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“City”), and GreenWaste of Palo Alto, a California joint venture (“Licensee”), for the purpose of providing Licensee temporary access to and use of Property described in this License. City and Licensee may be referred to individually as a “Party” or collectively as the “Parties.” RECITALS This Agreement is made with respect to the following: A. GreenWaste and City entered an “Agreement for Solid Waste, Recyclable Materials, and Compostable Materials Collections and Processing Services” (“the Refuse Agreement”), which commenced in October 2008, was amended and restated in June 2015, and is effective through June 30, 2021. To facilitate operations under the Refuse Agreement, since 2008 GreenWaste has leased a portion of City property located at 2000 Geng Road in Palo Alto for the purpose of housing administrative offices and cart storage. City has notified GreenWaste of its intent to terminate the lease of the Geng Road site, and GreenWaste is required to move its operations and equipment from the site. B. City is owner in fee of certain real property located at 1237 San Antonio Road, Palo Alto, situated in the County of Santa Clara, State of California (APN 116-01-013), commonly referred to as the old Los Altos Treatment Plant or LATP Site, as more particularly described and depicted on Exhibit “A,” attached hereto and made a part hereof. The LATP property consists of 13.26 acres. To accommodate its moving from the Geng Road site, GreenWaste desires to use a 1.16-acre portion of the LATP Site, denoted as that portion of Area “C” described as “GreenWaste Storage Area” on Exhibit “A” (the “Premise” or “Property”), for the general purpose of staging collection bins, carts and supplies. C. Based upon representations made by GreenWaste, and in acknowledgement of GreenWaste’s need for a staging area under the Refuse Agreement, City is willing to grant GreenWaste, at no cost, a revocable license at to use the Premise for certain operations, subject to the terms and conditions of this Agreement. City and Licensee agree as follows: 1. License. City confers to Licensee a revocable, personal, non-exclusive and non-possessory privilege to enter upon, use, and encroach into the Premise for the specific and limited purpose and subject to the terms, conditions and restrictions set forth in this License. This License gives Licensee a License Agreement only and notwithstanding anything to the contrary herein, this License does not constitute a grant by City of any ownership, leasehold, easement or other property interest or estate Attachment A Real Estate Division – July 2016 2 whatsoever in the Premise, or any portion thereof. Licensee accepts the Premise “as is” in the current condition as on the date of execution of this Agreement. 2. Use of Premise. Licensee, and its employees may enter and use the Premise for the sole purpose of : 1) temporary storage and staging of containers and bins to be used for servicing Palo Alto customers; 2) storage and assembly of containers before delivery to customers; 3) storage of supplies, small tools and equipment; 4) temporary storage of inert materials collected through the Clean Up Day program; 5) temporary storage of cardboard bales from Palo Alto businesses; and 6) the housing of a small office trailer for supervisors and outreach staff to use while working in Palo Alto. Licensee can supply and utilize portable storage containers (conex boxes) if desired, as long as the storage containers are in clean, good condition and preapproved by the City prior to placement at the site. It is understood and agreed by the parties that the use permitted under this license is limited to the sole purpose described above. Licensee shall make its own arrangements for power at the site if necessary and make applicable payments with the City of Palo Alto Utilities Department. a. Access. Licensee is granted limited rights of access to the Premises by this License. Licensee’s access to the Premises will be from San Antonio Road. Vehicular travel on the property will be limited to the access road area as shown on Exhibit “A”. b. Gates. Licensee agrees to keep all gates it utilizes closed if found to be closed and secured at all times, where Licensee’s staff is not present. c. Prohibitions and Limitations. Except as may be required to accomplish the permitted use(s) described in section 2, above, the use(s) and activities authorized under this License shall not significantly disturb the surface of the Premise, be inconsistent with those permitted on the Premise, interfere in any way with the City’s ownership rights and privileges on the Premise; and/or cause or contribute in any way to the contamination of all or any portion of the Premise, by any substance, especially Hazardous Materials as that term is defined in Section 9 of this License. Specifically, Licensee shall at all times store all materials in containers and shall not place materials, supplies and equipment on the ground. Licensee shall not wash or rinse containers at the site without fully capturing the rinse water. 3. Subject to City Uses. Notwithstanding anything to the contrary in this License, any and all of Licensee’s activities hereunder shall be subject and subordinate at all times to City’s existing and future use of the Premise for public utility or other public purposes. City shall in no way be liable for any damage or destruction to Licensee’s property and/or improvements resulting from any activities by City. City has the right to enter the Premise at any time for the purpose of ingress/egress, inspection, and emergency response. Licensee shall, at City’s request, immediately remove any property or improvements on the Premise to allow City access to the utilities or other City owned facilities. In the event City deems it necessary, in City’s sole discretion, City shall have the right to remove any such property or improvements and City shall not be responsible for restoring or returning same to its prior condition. Attachment A Real Estate Division – July 2016 3 4. Security Deposit. The performance bond posted in connection with the Refuse Agreement shall cover and insure performance of Licensee’s obligations set forth in this License and no further Security Deposit shall be required by Licensee. 5. Processing Fees. Intentionally omitted. 6. Rent/Consideration. Intentionally omitted. 7. Responsibility for Maintenance. Licensee shall be solely responsible for maintaining the Premise in good and safe condition. City shall have no duty whatsoever for any repair or maintenance of the Premise. 8. Covenant to Maintain Premise. In connection with its use, Licensee shall at all times, at its sole cost, maintain the Premise in a good, clean, safe, secure, sanitary condition, so far as the Premise may be affected by Licensee’s activities under this License. Licensee expressly agrees to maintain the Premise and to undertake needed maintenance activities as necessary and to reasonable satisfaction of City, and in compliance with applicable laws. Licensee shall be responsible for damage or repair to the Premise resulting from Licensee’s use of the Premise. At Licensee’s cost, Licensee shall maintain and keep the Premises in good condition and vacate the Premises in the same condition as when Licensee accepted possession of the Premises. Licensee shall not make any alterations or improvements to the Premises without the prior written consent of City. Immediately upon completion of the use of the Premises permitted by this License, or upon expiration of the term of this License, whichever occurs first, Licensee shall remove from the Premises any and all equipment or materials used in conducting the permitted activities and restore the Premises to its condition at the commencement of the License Term, including but not limited to the removal of all debris, litter, equipment, and other related materials and repair of any damage caused to appurtenances located on, above, or under the surface of the property, Licensee expressly acknowledges that this restoration shall be completed at Licensee’s cost and to the reasonable satisfaction of City representatives. If Licensee fails to restore the Premises to the City’s’ reasonable satisfaction after written notice from City in accordance with Section 17, City shall have the option to complete the work required to restore the Premises to its original condition at Licensee’s cost, which shall be paid to City promptly upon request. 9. Hazardous Substances. “Hazardous Substance” means any substance, material, waste, pollutant or contaminant which is regulated by law now or in the future as being hazardous, toxic, flammable, carcinogenic, explosive or radioactive, or is potentially injurious to the public health, safety or welfare or the environment. Licensee shall not use, produce, manage, contain, store, treat or dispose of Hazardous Substances in, on or about the Premises, except with Landlord’s prior written consent and in compliance with all applicable Laws. In the event that any Hazardous Material is spilled, leaked or otherwise released on the Property or in any area in the vicinity of the Property, Licensee shall promptly undertake all necessary actions to remediate or remove the contaminating material or substance from the Premises at no cost to City. If Licensee fails to comply after 24-hour written notice from City, City may complete the work required to remediate or remove the hazardous material or substance at Licensee’s cost, which cost Licensee shall Attachment A Real Estate Division – July 2016 4 remit to City immediately upon request. Licensee accepts full responsibility for all activities and costs incurred related to cleaning up the Property from the effects of such spill or leak and shall be responsible for meeting, and possess the means to satisfy, the requirements of all federal, state, and local controlling agencies. Licensee shall indemnify, defend (by counsel reasonably acceptable to City), protect and hold City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses (including, without limitation, diminution in value of the Property, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Property, damages arising from any adverse impact or marketing of the Property, response costs, cleanup costs, site assessment costs, reasonable attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person or damage to any property (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, during the License Term, by the discharge in, on, under or about the Property by Licensee, and Licensee’s agents, employees, licensees or invitees (“Licensee’s Agents”) or at Licensee’s direction of Hazardous Material, or by Licensee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. Licensee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Property, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the License Term. For purposes of the indemnity provided herein, any acts or omissions of Licensee, or Licensee’s Agents (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Licensee. Provided, however, Licensee shall have no cleanup liability, or any obligation to defend, hold harmless or indemnify hereunder from and against any claims resulting from any pre-existing Hazardous Material conditions not caused by Licensee or Licensee’s Agents. 10. Revocability. Licensee acknowledges and agrees that the use of the Premise hereunder, regardless of cost, shall not in any way whatsoever limit City’s right to revoke this License pursuant to the terms hereof or any of City’s other rights hereunder. 11. Damage. Licensee shall not do anything in, on, under or about the Premise that could cause damage or interference to any City utilities or other property located in, on, under or about the Premise. Any damages caused to City owned property or facilities by virtue of Licensee’s use of the Premises shall be repaired by Licensee in accordance with the procedure set forth in Section 17. Licensee shall use its best efforts to keep surface disturbances to a minimum and avoid rutting of any roads. Any damage caused to the Property or any underground electrical ducts, storm sewer and water lines, manholes and appurtenances located on or under the surface of the Property or to any roads shall be promptly repaired by Licensee. The roads or any other area shall not be left in a rutted or otherwise damaged condition. 12. Term of License. The temporary privilege conferred to Licensee pursuant to this License shall commence on the date on which this License is executed and delivered by City hereunder (the “Commencement Date”), and shall end on June 30, 2021. The term will coincide with the term of the Attachment A Real Estate Division – July 2016 5 Refuse Agreement, which will also expire on June 30, 2021. City reserves the right to revoke this License with Licensee by a serving a sixty (60) - day written notice to Licensee or receiving a sixty (60) - day written notice of termination from Licensee. In case of emergency, this License shall immediately expire upon written notice from City revoking this License. If any notice given pursuant to this License is not personally or electronically delivered to Licensee, said notice shall be deemed to be delivered five (5) days after deposit of said notice in a sealed envelope, postage fully prepaid, in a mailing facility regularly maintained by the United States Post Office Department, addressed to Licensee as follows: Frank Weigel GreenWaste of Palo Alto 1500 Berger Drive San Jose, CA 95112 This License is subject to revocation at any time by City, without cause or liability, and without any obligation to pay any consideration to Licensee or return to Licensee any part of the License fee or, if applicable, the user fee. 13. Compliance with Laws. Licensee shall, at its expense, conduct and cause to be conducted all activities on the Premise in a safe and reasonable manner and in compliance with all laws of any governmental or other regulatory entity with jurisdiction (including, without limitation, the Americans with Disabilities Act) and all covenants, restrictions and provisions of record, whether presently in effect or subsequently adopted and whether or not in the contemplation of the parties. 14. Removal or Alteration of Improvements. Without limiting City’s rights under this License, Licensee shall promptly, at City’s written request, alter or remove at its sole expense any and all machinery and equipment placed in, on, under or about the Premise by Licensee, as may be necessary to avoid any actual or potential interference with any of City’s use or other structures now or later constructed, or with the maintenance thereof or with any other operations or land uses by City. In the request, City shall have the right to specify reasonable time limits for completion of the work. If after such written notice Licensee fails to complete the requested work within the prescribed time limits, City shall have the right to perform the requested work and charge Licensee all costs and expenses incurred by City in performing the work. Such amount shall be due and payable upon City’s request. In the event of an emergency City may, at its sole option and without notice, alter, remove or protect at Licensee’s sole expense, any and all improvements installed or placed in, on, under or about the Premise by Licensee. 15. Surrender. Upon the expiration of this License, Licensee shall immediately surrender the Premise in the same condition as originally received, broom cleaned, walk-through with City Staff completed, and free from hazards and clear of all litter and debris. At such time, Licensee shall remove all of its property from the Premise hereunder, and shall repair, at its cost, any damage to the Premise caused by such removal. Licensee’s obligations under this Section shall survive any termination of this License. Attachment A Real Estate Division – July 2016 6 16. Repair of Damage. If any portion of the Premise or any property of City located on or about the Premise is damaged or threatened by any of the activities conducted by Licensee or Licensee’s Agents, Licensee shall immediately, at its sole cost, notify City in writing of such damage or threat. Licensee shall repair any and all such damage and restore the Premise or property to its previous condition subject to City’s reasonable inspection, review and approval. City may elect to witness Licensee’s repair work. 17. City’s Right to Cure Defaults by Licensee. If Licensee fails to perform any of its obligations under this License to restore the Premise, remove or alter Improvements or repair damage, or if Licensee defaults in the performance of any of its other obligations under this License, then City shall provide Licensee seven (7) business days to remedy such default, and if it reasonably would require more than seven (7) business days to remedy such default, within a time reasonably necessary to remedy such default after Licensee's receipt of such written notice, provided Licensee has undertaken to cure such default within such seven (7) business day period and diligently pursues such efforts to cure to completion. Any such notice shall specify the nature of the repairs. No such prior notice shall be required in the event of an emergency as determined by City. Such determination by City shall not be construed as a waiver of any rights or remedies of City under this License, and nothing herein shall imply any duty of City to do any act that Licensee is obligated to perform. Licensee shall pay to City upon request all costs, damages, expenses or liabilities incurred by City, including, without limitation, reasonable attorneys’, experts’ and consultants’ fees, in remedying or attempting to remedy such default, or the cost thereof may be made a lien on Licensee’s property as provided in section 12.12.010 of the Palo Alto Municipal Code. Licensee’s obligations under this Section shall survive the termination of this License. 18. Indemnity. Licensee shall indemnify, defend, reimburse and hold harmless City, its officers, agents, employees and contractors, and each of them, from and against any and all demands, claims, legal or administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and liabilities of any kind (“Claims”), arising in any manner, in whole or in part, out of (a) any injury to or death of any person or damage to or destruction of any property occurring in, on or about the Premise, or any part thereof, whether the person or property of Licensee, Licensee’s Agents, its invitees, guests or business visitors (collectively, “Invitees”), relating to any use or activity by Licensee, Licensee’s Agents and Invitees under this License, (b) any failure by Licensee to faithfully observe or perform any of the terms, covenants or conditions of this License, (c) the use of the Premise or any activities conducted thereon by Licensee, Licensee’s Agents or Invitees, (d) any release or discharge, or threatened release or discharge, of any Hazardous Material caused or allowed by Licensee, Licensee’s Agents or Invitees, on, in, under or about the Premise , or into the environment, or (e) any failure by Licensee to faithfully observe or perform any terms, covenants or conditions that relate to or are triggered by the work to be performed or the Improvements to be installed pursuant to this License; except to the extent of Claims resulting directly from the active negligence or willful misconduct of City or City’s authorized representatives. In addition to Licensee’s obligation to indemnify City, Licensee specifically acknowledges and agrees that it has an immediate and independent obligation to defend the City from any claim that falls within this indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to Licensee by City and continues at all times thereafter. The foregoing indemnity shall include, without limitation, Attachment A Real Estate Division – July 2016 7 reasonable attorneys’, experts’ and consultants’ fees and costs, investigation and remediation costs and all other reasonable costs and expenses incurred by the indemnified parties, including, without limitation, damages for decrease in the value of the Premise and claims for damages or decreases in the value of adjoining property. Licensee’s obligations under this Section shall survive the expiration or other termination of this License. 19. Insurance Requirements. During the term of this License, Licensee, and each of its contractors and agents which enter onto the Property to carry out licensed activities, shall each maintain in full force and affect the following insurance policies: A. Comprehensive general liability policy (bodily injury and property damage); B. Comprehensive automobile liability insurance policy; and C. Worker’s Compensation and employer’s liability policy. 1. Said policies shall be maintained with respect to employees and vehicles using the Property with coverage amounts and including the required endorsements, certificates of insurance, and coverage verifications as set forth in Exhibit “B”, attached and incorporated by this reference. Licensee shall have the right to self-insure with respect to the insurance requirements required under this Agreement. Licensee's self-insurance program is in full force and effect and in compliance with and subject to all the terms, agreements, covenants, conditions and provisions of this License. 20. No Assignment: This License is personal to Licensee for the stated purpose set forth in this License and shall not be assigned, conveyed or otherwise transferred by Licensee under any circumstances. Any attempt to assign, convey or otherwise transfer this License shall be null and void and cause the immediate termination and revocation of this License. 21. General Provisions. (a) This License may be amended or modified only by a writing signed by City and Licensee; (b) This instrument (including the exhibit(s) hereto) contains the entire agreement between the parties and all prior written or oral negotiations, discussions, understandings and agreements are merged herein; (c) If Licensee consists of more than one person then the obligations of each person shall be joint and several; (d) Licensee may not record this License or any memorandum hereof; (e) Any sale or conveyance of the property burdened by this License by City shall automatically revoke this License. 22. Notices: Notices under this Agreement may be made by personal delivery to the individuals specified below or by prepaid, registered or certified mail, return receipt requested, addressed as follows: To City: City of Palo Alto Real Estate Division Attention: Manager of Real Property 250 Hamilton Avenue Palo Alto, California 94303; and Attachment A Real Estate Division – July 2016 8 City of Palo Alto Public Works Department- Environmental Services Attention: Zero Waste Manager P. O. Box 10250 Palo Alto, CA 94303 To Licensee: Frank Weigel GreenWaste of Palo Alto 1500 Berger Drive San Jose, CA 95112 Either party with a written Notice to the other party may change the address and person designated for notice. 23. Entire Agreement: This Agreement contains the entire understanding between the parties relating to this transaction and may not be amended except in writing signed by both parties. 24. Choice of Law and Jurisdiction: Licensee shall at all times comply with all applicable laws and with all applicable regulations promulgated by federal, state, regional or local administrative and regulatory agencies, now in force and as they may be enacted, issued or amended during the term of this Agreement. The parties agree that any dispute with respect to this Agreement shall be subject to the jurisdiction of Santa Clara County. 25. Litigation Costs: If Licensee is dissatisfied with the decision of the City, any dispute shall be referred to and resolved by arbitration. Parties to this License shall meet the same arbitration requirements prescribed in Attachment Q of the Refuse Agreement. 26. Inconsistency: In the event of any conflict between this Agreement and any related exhibits, the provisions of this Agreement shall supersede and shall prevail over any conflicting provisions of the exhibits. 27. Exhibits: All exhibits referenced in this Agreement are attached hereto and made a part of this Agreement. 28. Holding Over. Nothing contained in this Agreement shall give to Licensee the right to occupy the Property after the expiration of the term, or upon an earlier termination for breach. 29. Time is of the Essence: Time is of the essence with respect to each and every provision of this Agreement. Attachment A Real Estate Division – July 2016 9 30. Possessory Interest Taxes. Intentionally omitted. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first written above. LICENSEE: GreenWaste of Palo Alto By: ________________________________________________ Title: _______________________________________________ Date: __________________, 2016 CITY: CITY OF PALO ALTO, CALIFORNIA A CHARTERED CALIFORNIA MUNICIPAL CORPORATION By: ___________________________ Title: __________________________ Date: ________________, 2016 APPROVED AS TO FORM: APPROVED AS TO CONTENT: _____________________________ Joan Borger, Special Council ____________________________ Ron Arp, Zero Waste Group Table of Exhibits Exhibits Description A LATP site drawing B Insurance Requirements Attachment A Real Estate Division – July 2016 10 Exhibit “A” LATP SITE DRAWING The LATP is a 13.26-acre site that has been divided into three areas. The LATP Site Drawing shows the layout of these areas. Area A (4.0 acres) is undeveloped and currently consists of non-native grasslands on top of fill material and brackish marsh along the perimeter of a remnant slough channel. It is separated from Area B by a levee. Area B (6.64 acres) is the site of the former treatment plant facility with abandoned structures and six former wastewater treatment ponds. Area C (2.62) acres is at a higher elevation than the other areas. Area C is divided into two sections: the 1.16 acre portion section adjacent to Area B will be leased to another contractor. The adjacent section, near the entrance to the site, (1.16 acres), designated on the LATP Site Drawing as “GreenWaste storage area,” will be the area used by Licensee. Attachment A Real Estate Division – July 2016 11 Attachment A Real Estate Division – July 2016 12 EXHIBIT B INSURANCE REQUIREMENTS A. NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: ______________________________________________________________________________________________ B. POLICY NUMBER(S): C. DEDUCTIBLE AMOUNT(S), IF APPLICABLE: EXHIBIT “B” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. License IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. Attachment A Real Estate Division – July 2016 13 I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 And Environmental Services – Zero Waste CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Drawn: Current site of Green Waste of Palo AltoRev. 0: 05/18/16CLM Scale: 1" = 60' Checked:2000 Geng Road, Palo Alto Former PASCO parking area 1.1 Acres Property currently leased by Green Waste of Palo Alto 0.9 Acres Geng Road Attachment B Attachment C Drawn: Rev. 3: Checked: Contractor rental area 1.16 Acres Green Waste Area A 4.00 Acres ~ondB6 rrnm ~.07 Acre Area B PondB2 6 64 A Wetland • CreS 299' Acc;~1road o.~es storage area --- 18S' N 1.16 Acres RTN 08/28/07 LATP SITE DEVELOPMENT CLM 04/29116 CITY OF PALO ALTO, CALIFORNIA Scale: 1" = 150'