Title
RESOLUTION NO. 2017-105 OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT BETWEEN THE CITY AND LIVING COAST DISCOVERY CENTER
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RECOMMENDED ACTION
Recommended Action
Council adopt the resolution.
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SUMMARY
On September 23, 2014, the Chula Vista City Council and the Living Coast Discovery Center entered into an Amended and Restated Operating Agreement, with an opportunity for term extension to June 30, 2017 upon performance measures being met in December 2015. The continued financial support under the Agreement was included in the City's FY 2014 to FY2017 budgets.
This resolution approves the City and the Living Coast Discovery Center to enter into Second Amended and Restated Operating Agreement one (1) year Agreement with an expiration date of June 30, 2018, including an automatic term-extension provision which will extend the term of the Agreement to June 30, 2020. General Fund financial support continues to be included in the City Manager’s proposed FY 2017-18 budget.
ENVIRONMENTAL REVIEW
Environmental Notice
Environmental Notice
The activity is not a “Project” as defined under Section 15378 of the California Environmental Quality Act State Guidelines; therefore, pursuant to State Guidelines Section 15060(c)(3) no environmental review is required.
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Environmental Determination
The proposed activity has been reviewed for compliance with the California Environmental Quality Act (CEQA) and it has been determined that the activity is not a “Project” as defined under Section 15378 of the State CEQA Guidelines because it will not result in a physical change in the environment; therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines, the activity is not subject to CEQA. Thus, no environmental review is required.
BOARD/COMMISSION RECOMMENDATION
Not Applicable.
DISCUSSION
The Second Amended and Restated Operating Agreement includes:
• An initial term through December 31, 2018.
• An automatic term extension to June 30, 2020 conditioned upon performance measurements being met including: (a) a separate operational reserve fund established and funded for LCDC operations with a minimum unencumbered balance of $100,000; (b) established and documented 27 new partnerships, collaborations, and/or programs that increase, in the aggregate, LCDC net revenues; (c) maintained or augmented LCDC Board membership; (d) over a 12 month period, increased LCDC general attendance by two percent (2%) or greater as compared to the previous 12 month period; and (e) complied with all material terms and conditions of this Agreement. (Section 3.2)
• No Material Modifications Without City Approval. Operator shall not make material modifications to the LCDC Improvements without City's prior written approval, which such approval shall not be materially withheld or delayed. For purposes of this Section "material modifications" shall mean the addition, removal or alteration of Improvements valued at in excess of $10,000. (Section 5.5)
• Accounting Requirements and Financial Reports. The Living Coast Discovery Center will continue to submit quarterly financial reports to the City. In addition, every other fiscal year, Operator shall engage an independent, licensed, certified public accountant, reasonably approved by City to conduct a financial audit of Operator’s books and records. The audit shall be prepared at Operator’s cost and provided to the City of Chula Vista Finance Director by no later than November 1 of the audit year. (Section 9.2)
DECISION-MAKER CONFLICT
Staff has reviewed the property holdings of the City Council members and has found no property holdings within 500 feet of the boundaries of the property which is the subject of this action. Consequently, this item does not present a disqualifying real property-related financial conflict of interest under California Code of Regulations Title 2, section 18702.2(a)(11), for purposes of the Political Reform Act (Cal. Gov’t Code §87100,et seq.).
Staff is not independently aware, and has not been informed by any City Council member, of any other fact that may constitute a basis for a decision maker conflict of interest in this matter.
LINK TO STRATEGIC GOALS
The City’s Strategic Plan has five major goals: Operational Excellence, Economic Vitality, Healthy Community, Strong and Secure Neighborhoods and a Connected Community. The City’s partnership with the Living Coast Discovery Center links to engaging the community to reinvest in the city (Economic Vitality), fosters the health of our physical environment through sustainable land uses (Healthy Community), provides environmental education on coastal resource conservation, nature and wildlife (Strong and Secure Neighbors) and promotes diverse opportunities through connected through educational and recreational programming (Connected Community).
CURRENT YEAR FISCAL IMPACT
There is no additional fiscal impact as the Second Amended and Restated Operating Agreement continues to provide financial support which was included in the City's approved budget for FY 2017-18.
Living Coast Discovery Center expenditure budget was approved at a level of $80,608 to offset certain utility, telecommunications and fuel shuttle bus expenditures associated with operations at the center. In addition to the specified utilities, the City has an ongoing annual commitment of $164,000 toward debt service, and the proposed agreement specifies continuing ITS Department support services for LCDC telecommunications and computing systems (excluding telephone and data transmission services provided by outside vendors or contractors) for all currently installed ITS related systems at the LCDC and continuing routine maintenance of the facility, subject to the financial constraints of the City. The combined cost of maintenance and ITS support is estimated to be $68,000-$80,000 annually. Additionally, the agreement specifies that the City is obligated to repair or replace any failed infrastructure or life support equipment necessary for the full and lawful operation of the Living Coast Discovery Center and the preservation and exhibits of the center's wildlife up to a maximum of $40,000. Repairs over and above that amount would be at the sole discretion of the City. The City's total annual obligation to the Living Coast Discovery Center is $364,608.
This resolution approves a Second Amended and Restated Operating Agreement, with an opportunity for term extension of twelve (12) months with performance measures met. Future financial support for the Living Coast Discovery Center will continue to be included in the City Manager's proposed budget each year for City Council consideration.
ATTACHMENTS
1. Second Amended and Restated Operating Agreement between the City and the Living Coast Discovery Center
Staff Contact: Kristi McClure Huckaby, Director of Recreation