HomeMy WebLinkAboutStaff Report 7337
City of Palo Alto (ID # 7337)
City Council Staff Report
Report Type: Informational Report Meeting Date: 10/17/2016
City of Palo Alto Page 1
Summary Title: Agreement with East Palo Alto to Relocate Interpretive
Programs
Title: Agreement with East Palo Alto to Temporarily Relocate Baylands
Interpretive Center Programs to Cooley Landing During Renovations of the
Baylands Interpretive Center
From: City Manager
Lead Department: Community Services
Recommendation
This is an informational report and no City Council action is required.
Executive Summary
For many years, the Palo Alto Junior Museum and Zoo, a division of the City’s Community
Services Department, has conducted Open Space educational programs at the Lucy Evans
Baylands Nature Interpretive Center (BNC). These programs will temporarily relocate to East
Palo Alto’s Cooley Landing Education Center (Cooley Landing) under an Agreement (Attachment
A) with the City of East Palo Alto during the renovation of the BNC this year.
Background
On September 19, 2009, Council authorized major improvements to the BNC. This work—
scheduled for October 20, 2016 through April 30, 2017—necessitates a closure of the building.
During this temporary closure, Community Services will relocate its Open Space educational
programs to Cooley Landing at no additional cost to Palo Alto or its program participants. These
programs include hands-on science lessons about the plants, animals and ecology of the Bay
and our local marsh environment. Each year, approximately 3,000 elementary school students
from over 30 schools participate in these programs, while more than 80,000 visitors learn from
the BNC’s exhibits and lab activities during free public hours.
To facilitate the continuation of these important programs during renovation at the BNC, the
City of Palo Alto and the City of East Palo Alto have entered into an agreement. CPA desires to
conduct its educational programs at an alternative location during the closure of its facility and
the City of East Palo Alto desires to allow CPA to use Cooley Landing to operate its educational
programs while the BNC is closed for renovation.
City of Palo Alto Page 2
After negotiations of terms at the staff level between the two cities, the City of East Palo Alto
approved the Agreement as a mutually beneficial partnership in service to the greater
community.
Discussion
Both the Cooley Landing and the BNC serve their local residents as well as residents of
neighboring jurisdictions. Both East Palo Alto and Palo Alto acknowledge the value of
collaboration, cooperation, and mutual support to improve, enhance and sustain the capacity
of the educational opportunities and services for our communities.
Temporary closure of the Baylands Nature Center is required for construction, and because
Cooley Landing Park lies on the northern tip of the Palo Alto Baylands, it is suitable for
supporting BNC programs during the closure. By moving the programs to Cooley Landing,
Community Services avoids canceling most of its BNC educational and revenue-generating
programs for the community.
Timeline
Temporary closure of the Baylands Nature Center and relocation of the educational programs
are scheduled for October 20, 2016 through April 30, 2017.
Resource Impact
Expenses and revenues associated with the BNC’s educational programs are included in the
approved FY 2017 Community Services Department’s operating budget for the Junior Museum
and Zoo. Revenues come from fees paid by schools participating in these programs, as well as
from grants managed by the Junior Museum and Zoo. The temporary relocation of BNC
programs to Cooley Landing will result in no additional expenses or cost to the City or its BNC
program participants.
Policy Implications
The BNC programming and its current renovation is consistent with Policy C-26 of the
Community Services element of the Comprehensive Plan. This policy encourages the
maintenance of open space and park facilities as safe and healthy community assets. The
project is also consistent with Policy C-22, which encourages community facilities to have
flexible functions to ensure adaptability to the changing needs of the community.
Environmental Review
This temporary change in programming is not subject to the Environmental Review under the
California Environmental Quality Act (CEQA).
Attachments:
Attachement A: Agreement for Temporary use and Operation of the Cooley Landing
Education Center (DOCX)
DRAFT
AGREEMENT
FOR TEMPORARY USE AND OPERATION OF
THE COOLEY LANDING EDUCATION CENTER
This AGREEMENT FOR TEMPORARY USE AND OPERATION OF THE COOLEY LANDING
EDUCATION CENTER (“Agreement”) dated for convenience, September 1, 2016 (the
Effective Date”) is entered into by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CPA”), and the CITY OF EAST PALO ALTO, a municipal
corporation (“CEPA”) individually, a “Party” and collectively, the “Parties”, in reference
to the following facts and circumstances:
RECITALS:
1. CPA owns and operates the Lucy Evans Baylands Nature Center (the “Baylands
Nature Center”), located at 2775 Embarcadero Road, Palo Alto. The Baylands
Nature Center is operated through a city program (the “Nature Center Program”)
of the Arts and Science Division of Palo Alto’s Community Services Department.
The Baylands Nature Center will be closed for a period for renovation, which is
anticipated to be between September 9, 2016 and April 30, 2017. CPA desires to
conduct its Nature Center Program at an alternative location during the closure
of its facility.
2. CEPA owns and operates the Cooley Landing Park and Education Center (the
“Education Center”), located at 2100 Bay Road, East Palo Alto, which currently
has limited services. CEPA’s operation of the access gate to the Education Center
is performed pursuant to a Partnership Agreement with the Midpeninsula
Regional Open Space District (the “MROSD”), owner of the adjoining
Ravenswood Open Space Preserve (“MROSD Property”). CEPA desires to allow
CPA to use the Education Center to operate the Nature Center Program while
the Baylands Nature Center is closed for renovation.
3. Both facilities serve their local residents as well as residents of the neighboring
jurisdictions (the “Community”). The Parties acknowledge the value of
collaboration, cooperation, and mutual support to improve, enhance and sustain
the capacity of the educational opportunities and related services to the
Community.
AGREEMENT:
NOW, THEREFORE, and in consideration of the forgoing recitals and the following
covenants, terms, conditions and provisions of this Agreement, the Parties agree:
SECTION 1. TERM:
DRAFT
1.1 This Agreement will commence on the Effective Date, and the initial term, for
convenience sake and in recognition of the uncertainties inherent in the
construction/renovation process, will be for one (1) year. However, it is
anticipated that the actual term will be of shorter duration, and that use of
the Education Center by CPA will terminate prior to one year. The Parties
anticipate that the Baylands Nature Center will reopen and be available to
Nature Center Program staff sometime in March or April 2017. At such time
as Baylands Nature Center becomes available, Nature Center Program staff
will relocate its services back to the Baylands Nature Center and cease all
operations and programs at the Cooley Landing site. CPA shall notify CEPA,
by written notice, of its intended termination date at least 30 days prior to its
relocation.
1.2 The Term may be extended by the Parties for one (1) additional term of (1)
year.
1.3 Either Party, in its sole discretion, may terminate for convenience this
Agreement, in whole or in part, by giving the other Party no less than 30 days
prior written notice.
1.4 This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code (the “PAMC”). This Agreement
will terminate without penalty: (A) at the end of any fiscal year in the event
that funds are not appropriated for the Nature Center Program for the
following fiscal year; or (B) at any time within a fiscal year in the event that
funds are appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section 1.4 will take precedence in
the event of a conflict with any other covenant, term, condition or provision
of this Agreement and the Exhibits. Nothing in this Section 1.4 is intended to
affect CEPAs’ rights and remedies as may be available under applicable laws.
SECTION 2. RESPONSIBILITIES OF THE PARTIES
2.1 The responsibilities of CPA include the following:
A. The development and provision of educational programs in the Education
Center relating to the Nature Center Program’s Salt Marsh Field Trip Program,
and the supervision of community volunteers in support of these programs;
B. Securing appropriate permits, if required, from MROSD for any programming
under this Agreement anticipated to occur on MROSD Property;
C. The operation of programs at the Education Center during the following time
periods: 1) Programs for local and regional schoolchildren from approximately
8 a.m. – 2 p.m. weekdays; and, 2) public visitation and volunteer led programs
for approximately 10 hours per week, over the course of 3 afternoons
(specific schedule to be determined). Cooley Landing Park is closed and
programming will not be operated on CEPA official holidays including New
DRAFT
Year’s Eve, New Year’s Day, Martin Luther King, Jr. Day, Lincoln’s Birthday,
President’s Day, Cesar Chavez Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, Christmas Eve, and Christmas Day;
D. The hire, supervision, evaluation, and control of its employees and volunteers
at its sole expense;
E. The selection of one or more individuals to serve as CPA’s liaison(s) to CEPA
for coordination of programming, safety, schedules and duties. The liaison
shall participate in quarterly meetings with CEPA to discuss the program and
facilities and to resolve any issues which may arise. The liaison shall exercise
reasonable discretion in determining whether to close the Education Center
on any given day in the event of inclement weather. If the liaison is unsure
whether to close the Education Center, the liaison shall consult with CEPA’s
representative;
F. The provision, care and maintenance of educational artifacts, equipment,
models, and other teaching materials owned by CPA and used for its
programming at the Education Center. The teaching materials will remain the
property of the CPA and will be returned to Palo Alto at the end the Term of
this Agreement;
G. Operating the access gate to Cooley Landing in conjunction with its
programming, and exercising reasonable care in so doing. The Nature Center
Program staff shall unlock and relock the gate access to the Education Center
at Cooley Landing Park before and after operations, which will take place
during the times described above. Generally, the gate’s operation is governed
by a Partnership Agreement between CEPA and MROSD. CEPA retains its
responsibility to operate the MROSD-owned gate, as set forth in the MROSD
Partnership Agreement, and authorizes CPA to operate the gate under the
conditions described herein. CEPA represents that it has authority under the
Partnership Agreement to allow CPA to operate the access gate in the
manner described in this Agreement; and,
H. The reimbursement to CEPA for 50% of utility and janitorial costs associated
with operating the Education Center, along with 50% of any additional
contracted security personnel (if needed).
2.2 The responsibilities of CEPA include the following:
A. The supervision and management of its employees, volunteers, contractors,
subcontractors and consultants, while they and each of them, are performing
obligations on behalf of CEPA and pursuant to this Agreement;
DRAFT
B. The maintenance, at its sole expense, of the Education Center physical plant,
the security fence, and the access gate securing the Education Center at
Cooley Landing Park, as governed by the MROSD Partnership Agreement;
C. The provision of security to the Education Center to ensure the safety of staff
and visitors through routine patrol officers, and the provision to the Nature
Center Program staff of keys, security equipment, including Closed Circuit
Television (CCTV), phones, alarm button, and/or information which is
reasonably necessary to carry out its duties described above;
D. The selection of one or more individuals to serve as CEPA liaison(s) for
coordination of programming, safety, schedules and duties. The liaison shall
participate in quarterly meetings to discuss the programs and facilities and to
resolve any issues, which may arise and to report on the activities to CPA in
order to provide information on the number of events conducted, participants
in those events, and identification of the schools and organizations with a
view to including in these events a broad cross section of CEPA’s residents;
E. The preparation and provision of an invoice to CPA for 50% of the janitorial
services, refuse disposal, contracted security services (if needed), and utility
services associated with program operation at the Education Center.
SECTION 3. GENERAL LICENSE; LIMITATIONS ON USE OF PROPERTY
3.1 CEPA hereby grants CPA, its employees, and volunteers a nonexclusive license to
enter upon and use the Education Center in connection with the execution of
educational programming described in this agreement, and the right to operate the
access gate to conduct the programming. CEPA will provide CPA employees of the
Nature Center Program with keys and security access to the Education Center. CEPA's
permission to CPA to use the Education Center in accordance with this Agreement shall
not create any right, title, or interest in the Education Center.
SECTION 4. INSURANCE
4.1 CPA shall maintain, for the duration of the contract, self-insurance against claims
for injuries to persons or damages to property which may arise from, or in connection
with, the performance of the work hereunder by CPA, its agents, representatives,
contractors, and employees.
SECTION 5. INDEMNITY
5.1 Neither CPA nor any officer, agent, employee, or volunteer of CPA (collectively,
“CPA”) is responsible for any damages or liability occurring by reason of anything done
or omitted to be done by CEPA, its officials, officers, agents and employees (collectively
“CEPA”), under or in connection with any work or performance under this Agreement.
Pursuant to California Government Code Section 895.4, CEPA will fully indemnify, hold
harmless and defend in any claim or litigation, CPA from any damage or liability
DRAFT
occurring by reason of anything done or omitted to be done by CEPA under or in
connection with any work or performance under this Agreement. The duty of CEPA to
indemnify and hold harmless, as set forth above, shall include the duty to defend as set
forth in Section 2778 of the California Civil Code, provided, however, that nothing herein
shall be construed to require CEPA to indemnify CPA against any responsibility or
liability in contravention of Section 2782 of the California Civil Code.
5.2 Neither CEPA nor any officer, agent, employee, or volunteer of CEPA
(collectively, “CEPA”) is responsible for any damages or liability occurring by reason of
anything done or omitted to be done by CPA, its officials, officers, agents and employees
(collectively “CPA”), under or in connection with any work or performance under this
Agreement. Pursuant to California Government Code Section 895.4, CPA will fully
indemnify, hold harmless and defend in any claim or litigation, CEPA from any damage
or liability occurring by reason of anything done or omitted to be done by CPA under or
in connection with any work or performance under this Agreement. The duty of CPA to
indemnify and hold harmless, as set forth above, shall include the duty to defend as set
forth in Section 2778 of the California Civil Code, provided, however, that nothing herein
shall be construed to require CPA to indemnify CEPA against any responsibility or
liability in contravention of Section 2782 of the California Civil Code.
SECTION 6. WAIVER
6.1 Waiver of a breach or default under this Agreement shall not constitute a
continuing waiver or a waiver of a subsequent breach of the same or any other
provision of this Agreement.
SECTION 7. ASSIGNMENT
7.1 This Agreement, and any portion thereof, shall not be assigned or transferred,
nor shall any of the Party’s duties be delegated, without the written consent of the
other Party. Any attempt to assign or delegate this Agreement without the written
consent of the other Party shall be void and of no force or effect. Consent by a Party to
one assignment shall not be deemed to be a consent to any subsequent assignment.
SECTION 8. NOTICES
8.1 Any notice, request, consent or approval by a Party that is required to be
furnished by this Agreement, will be given, in writing, and delivered by personal service,
the United States Postal Service, mailed, first class, postage prepaid, or by facsimile
transmission, to the following:
To CPA: To CEPA:
City Clerk City Clerk
City of Palo Alto City of East Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
DRAFT
with a copy to: and to:
Manager, Junior Museum and Zoo Community Services
Manager
City of Palo Alto City of East Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
SECTION 9. MISCELLANEOUS
9.1 This Agreement will be governed by and construed in accordance with the laws
of the State of California and local ordinances. The Parties will comply with all
applicable federal, state and local laws in the exercise of their rights and the
performance of their obligations under this Agreement.
9.2 All covenants, terms, conditions, and provisions of this Agreement, whether
covenants or conditions, will be deemed to be both covenants and conditions.
9.3 This Agreement represents the entire agreement between the Parties and
supersedes all prior negotiations, representations and contracts, written or oral. This
Agreement may be amended by an instrument, in writing, signed by the Parties. This
Agreement may be executed in any number of counterparts, each of which will be an
original, but all of which together will constitute one and the same instrument.
9.4 The Parties agree that the normal rule of construction to the effect that any
ambiguity is to be resolved against the drafting party will not be employed in the
interpretation of this Agreement, the Exhibits, or any amendment thereto.
9.5 In the event that an action is brought, the Parties agree that trial of such action will
be vested exclusively in the state courts of California or in the United States District
Court for the Northern District of California in the County of Santa Clara or the County of
San Mateo, State of California.
9.6 The prevailing Party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in
connection with that action.
IN WITNESS WHEREOF, the Parties by their duly authorized representatives have
executed this Agreement on the Effective Date.
CITY OF PALO ALTO, A MUNICIPAL AGENCY
APPROVED AS TO FORM: CITY OF PALO ALTO
DRAFT
___________ __________ _________________________
City Attorney or designee City Manager
CITY OF EAST PALO ALTO, A MUNICIPAL CORPORATION
_____________________
Carlos Martínez
City Manager
Date:_____________________
APPROVED AS TO FORM:
By:______________________
Marc G. Hynes
Interim City Attorney