RESOLUTION NO. __________
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF EAST PALO ALTO
AUTHORIZING THE CITY MANAGER TO EXECUTE AN AMENDED LICENSE AND GRANT
AGREEMENT WITH PROJECT WEHOPE TO EXTEND THE RV SAFE PARKING PROGRAM THROUGH APRIL 30, 2023 AND ALLOCATING $250,000 IN HOUSING SUCCESSOR FUNDS TO
OPERATE THE PROGRAM FOR AN ADDITIONAL YEAR
WHEREAS, on July 17, 2018, through Resolution No. 4998, the City Council declared a Shelter Crisis pursuant to Government Code Section 8698 and authorized the City Manager to execute a License and Grant Agreement (“Agreement”) with Project WeHOPE (“PWH”), to operate the RV Safe Parking Pilot Program (“Program”) for one year at the City-owned property located at 1798 Bay Road (“Property”); and
WHEREAS, Resolution No. 4998 also committed a maximum of $318,500 to the Program, including a grant of up to $218,500 to PWH to assist with operations and programming and $100,000 for preparation of the Property; and
WHEREAS, on September 10, 2018, through Resolution No. PC 2018-07, the Planning Commission authorized the interim use of the Property for a one-year period, commencing with the date the City deemed the site construction complete (May 1, 2019); and WHEREAS, on May 1, 2019, the Program began serving clients at the Property; WHEREAS, on April 21, 2020, through Resolution No. 60-2020, the City Council authorized the City Manager to execute an Amended License and Grant Agreement (“Amended Agreement”) with PWH that extended the term through April 30, 2021, allowed two temporary structures to be placed on the Property and allocated $250,000 in Housing Successor Funds as a grant to PWH to operate the Program; and
WHEREAS, on April 20, 2021, through Resolution No. 50-2021, the City Council once again extended the term of the Program through April 30, 2022, by authorizing the City Manager to execute a Second Amendment to the License and Grant Agreement; and WHEREAS, the Planning Commission approved two additional special use permits to continue the Program through April 2022: SUP20-001 and SUP21-001, by Resolution No. PC 2020-01 and Resolution No. PC 2021-04, respectively; and
WHEREAS, to date, 36 households have obtained permanent housing through the Program; and
WHEREAS, at a regular meeting on February 1, 2022, the City Council considered options for unhoused residents in East Palo Alto and directed staff to obtain the necessary authorizations from the Planning Commission and City Council to extend the Program for an additional year, through April 30, 2023; and
WHEREAS, on April 11, 2022, through Resolution No. PC 2022-XX, the Planning Commission approved a new Special Use Permit (SUP22-001) to allow the Program to continue through April 30, 2023.
NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO HEREBY authorizes the City Manager to:
1. Execute the Third Amendment to the License and Grant Agreement with PWH for the Program, included as Exhibit A, in a form approved by the City Attorney; and
2. Allocate $250,000 in Housing Successor funds to operate the Program for an additional year.
PASSED AND ADOPTED this 19th day of April 2022, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
SIGNED:
Ruben Abrica, Mayor
ATTEST: APPROVED AS TO FORM:
James Colin, Acting City Clerk Valerie J. Armento, Interim City Attorney 1 551\01\3263159.1
4/6/2022
THIRD AMENDMENT TO LICENSE AND GRANT AGREEMENT
(Tanklage Property-RV Safe Parking Pilot Program)
This Third Amendment to License and Grant Agreement (this "Third Amendment") is entered into as of ________________, 2022 (the "Amendment Date"), between the City of East Palo Alto, a municipal corporation (the "City" or the "Owner"), and WeHope, a California nonprofit public benefit corporation doing business as "Project We Hope" ("Grantee"). Grantee and the City are sometimes referred to herein, individually, as a "Party" and, collectively, as the "Parties".
RECITALS
A. The City is the owner of that certain real property commonly known as 1798 Bay Road, East Palo Alto, California (the "Site"). The Site is subject to a use restriction that requires the Site to be utilized for a public purpose.
B. Prior to the Amendment Date, the Parties entered into that certain "License and Grant Agreement" dated as of July 18, 2018 as amended by the First Amendment to License and Grant Agreement dated April 30, 2020 and as further amended by the Second Amendment to License and Grant Agreement dated April 20, 2021 (the "Agreement") regarding the Site.
Capitalized terms used, but not defined, in this Third Amendment shall have the meaning set forth in the Agreement. Pursuant to the Agreement, among other things, the City granted the Grantee a license to use the Site for the Permitted Use.
C. The Parties desire to enter into this Third Amendment to: (i) extend the Term of the Agreement for one (1) additional year.
NOW, THEREFORE, in consideration of the foregoing recitals and of the covenants and conditions set forth herein and in the Agreement, and for other valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:
Section 1. Extension of Term. Notwithstanding any provision of the Agreement to the contrary, the Term of the Agreement is hereby extended until April 30, 2023; provided, however, nothing in this Section shall be deemed to waive, limit, or otherwise impair the City's right to terminate the Agreement in accordance with Section 4.4 of the Agreement.
Section 2. Limitation on Permitted Use. Section 2.2 of the Agreement is hereby amended to reads as follows:
The Grantee acknowledges that in utilizing the Site for the Permitted Use, the Grantee shall only allow RVs to be parked on the Site during hours approved by the City Manager. The Grantee shall not allow more individuals or households utilizing an RV on the Site (each such individual or household, a "RV Parker") to utilize the Site than the Total Parking Stalls (defined below).
Exhibit A
2 551\01\3263159.1
4/6/2022
Section 3. Parking Agreement and Rules and Regulations. Grantee may propose changes to the Parking Agreement including the rules attached to the Parking Agreement for the City Manager's approval from time to time. Grantee shall not implement any changes to the Parking Agreement or the Rules prior to obtaining the City Manager's approval.
Section 4. Representations and Warranties. Grantee represents and warrants to the City as of the Third Amendment Date that:
(a) No Default. No Event of Default has occurred and is continuing or results from the execution and delivery of this Third Amendment or the consummation of any transactions contemplated hereby;
(b) Approvals. Grantee has received such consents and approvals as may be required prior to execution of this Third Amendment; and (c) Valid and Binding Agreement. This Third Amendment and the Agreement are legal, valid and binding agreements of Grantee and are enforceable against the Grantee in accordance with their terms.
Section 5. Ratification. In the event of any conflict between the terms of this Third Amendment, and the terms of the Agreement, the terms of this Third Amendment shall control.
Except as hereby amended or waived, the Agreement and each provision thereof is hereby ratified and confirmed in every respect and shall continue in full force and effect, and this Third Amendment shall not be, and shall not be deemed to be, a waiver of any covenant, term or provision of the Agreement. Grantee acknowledges that the Temporary Occupants, if any, are bound by the release set forth in Section 4.18 of the Agreement.
Section 6. Governing Law. This Third Amendment shall be deemed to constitute a contract made under and governed by the laws of the State of California.
Section 7. Successors and Assigns. This Third Amendment shall be binding upon each of the Parties, and their respective successors and assigns, and shall inure to the benefit of each of the Parties; provided, however, nothing in this Section shall be deemed to modify, waive, or limit the Grantee's obligations under Section 4.10 of the Agreement.
Section 8. Headings. Section headings in this Third Amendment are included herein for convenience of reference only and shall not constitute a part of this Third Amendment for any other purpose.
Section 9. Integration. This Third Amendment, in conjunction with the Agreement, contains the entire understanding of the Parties with regard to the subject matter contained herein. This Third Amendment supersedes all prior or contemporaneous negotiations, promises, covenants, agreements and representations of every nature whatsoever with respect to the matters referred to in this Third Amendment, all of which have become merged and finally integrated into this Third Amendment. The Parties have read and reviewed this Third Amendment and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply to the interpretation of this Third Amendment (including Civil Code section 1654 as the same may be amended from time to time). Each of the Parties 3 551\01\3263159.1
4/6/2022
understands that in the event of any subsequent litigation, controversy or dispute concerning any of the terms, conditions or provisions of this Third Amendment, no Party shall be entitled to offer or introduce into evidence any oral promises or oral agreements between the Parties relating to the subject matter of this Third Amendment not included or referred to herein and not reflected by a writing included or referred to herein.
Section 10. No Course of Dealing. The City has entered into this Third Amendment on the express understanding with Grantee that in entering into this Third Amendment, the City is not establishing any course of dealing with Grantee. The City's right to require strict performance with all of the terms and conditions of the Agreement shall not in any way be impaired by the execution of this Third Amendment. The City shall not be obligated in any manner to execute any further amendments or waivers and if such waivers or amendments are requested in the future, assuming the terms and conditions thereof are satisfactory to them, the City may require the payment of fees in connection therewith. In addition, if the City agrees to any further or subsequent amendment to this Third Amendment or the Agreement, then such amendment shall only be effective if made in writing and executed by the Parties.
Section 11. No Limitation on Municipal Powers. Nothing in this Third Amendment or the Agreement shall limit, waive, or otherwise impair the authority and discretion of: (a) the City's Building Department, in connection with the review and approval of any proposed design plans for the Temporary Structures (or any change to such plans), or any use, or proposed use, of the Site; or (b) any other office or department of the City acting in its capacity as a governmental regulatory authority with jurisdiction over the development, use, or operation of the Site.
Section 12. Counterparts. This Third Amendment may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute one and the same instrument. This Third Amendment shall become effective when the Parties have duly executed and delivered signature pages of this Third Amendment to each other. Delivery of this Third Amendment may be effectuated by hand delivery, mail, overnight courier or electronic communication (including by PDF sent by electronic mail, facsimile or similar means of electronic communication). Any signatures (including electronic signatures) delivered by electronic communication shall have the same legal effect as physically delivered original signatures.
Remainder of Page Left Intentionally Blank
551\01\3263159.1
4/6/2022
WHEREFORE, the Parties have entered into this Third Amendment as of the Amendment Date.
CITY:
CITY OF EAST PALO ALTO, a municipal
corporation
By: ____________________________________
Name: ____________________________________
Its: ____________________________________
APPROVED AS TO FORM:
_________________________
Valerie Armento
Interim City Attorney
GRANTEE:
WEHOPE, a California nonprofit public benefit
corporation doing business as "Project We Hope"
By: _________________________________
Name: _________________________________
Title: _________________________________