Maker Nexus
1330 Orleans Drive
Sunnyvale, CA 94089
(408) 685-2500
www.makernexus.org
Letter of Intent for the Mutual Cooperation between the City of Palo Alto (hereinafter “the City” or “CPA”) and Maker Nexus, a nonprofit 501(c)(3) charitable organization incorporated in the state of California.
The City of Palo Alto reached out to Maker Nexus to explore the possibility of our potential role as a nonprofit organization anchor facility in the Cubberley site renovation development. This project is dedicated to supporting the City’s efforts to expand indoor recreational space by building community awareness of the need for additional space, catalyzing community engagement in the creation and ongoing support of the space, and helping raise public and private funds for development and operational costs.
Maker Nexus empowers people of all ages and backgrounds to learn, create, and innovate. Our collaborative community provides access to hands-on training with professional-grade tools. We lower barriers to craftsmanship, build confidence, create opportunity, and foster a culture of creativity and resourcefulness across our region. Our facility is open to members and the public from 10 am to 10 pm, 7 days a week. This type of access is consistent with our mutual goal to lower barriers of access to the facility and maximize the opportunities for community use of the space.
Maker Nexus now wishes to explore collaboration and negotiations toward a long-term public-private partnership to empower the broad community of residents to learn, create and innovate by lowering barriers of access to hands-on training with professional-grade tools, by achieving the following strategic objectives:
1. Identify a potential location within the Cubberley campus, on City-owned land, of sufficient size and location to accommodate a full featured industrial grade shop that will provide work and program space accessible to the community. The parties will mutually determine a location at the Cubberley site to accommodate the project in concert with development of a master plan for a community center at the Cubberley site.
2. Plan for facility use that is flexible and adaptable to both the current and the evolving future needs of the community. Explore preliminary concepts and feasibility standards for a facility intended to be renovated as potentially the first phase of the master plan for the Cubberley site.
3. Pending agreement, Maker Nexus may participate in the City’s development of a master plan for the Cubberley site, to reinforce coordination and comprehensive planning. 1 of 3
4. Maker Nexus and the City may mutually explore development of a preliminary construction and program budget. We anticipate mutual cooperation in bringing existing buildings up to code, including required sprinkler systems, ADA compliance, bathrooms, etc. Certain key infrastructure elements outside the existing buildings are anticipated in order to ensure a usable site, including sufficient parking throughout the day and into the evening to support program delivery, as well as suitable heavy load/unload access to the building for deliveries of relatively large materials and supplies.
5. Maker Nexus may explore fundraising strategies in connection with a potential project, contingent on clarity regarding site control, scope, and City commitments, in order to offset the City's capital development costs. The minimum and total goals will be agreed upon between the City and Maker Nexus following the development of the budget.
6. CPA may provide Maker Nexus with site access and contracting authority to manage renovation construction with oversight by the City.
7. As part of a future agreement, Maker Nexus will provide an operating plan for programs to be conducted in the new facility. Maker Nexus will be solely responsible for programming and membership management.
8. The City agrees to pursue the adoption of the revised Cubberly Master Plan as expeditiously as possible, subject to any required public processes and approvals.
9. Maker Nexus, in order to recoup required investment in the space, anticipates a term of agreement of at least 7 years in the space with two options to extend for 5 years each.
Maker Nexus and CPA are interested in undertaking and completing the new facility in accordance with one or more future agreements subject to mutually acceptable terms and conditions. The City and Maker Nexus will endeavor to negotiate a potential agreement as soon as possible. Elements to be included in the agreement(s) include:
1. Term of the agreement(s)
2. Acknowledgement that the City is commencing a master planning effort for a new community center at the Cubberley site that will include community engagement building upon the Cubberley Concept Plan completed in 2019, and coordination and cooperation with that effort will be necessary to meet milestones defined in the Memorandum of Understanding between the City and Palo Alto Unified School District.
3. Distinct phases for fundraising and renovation, respectively, with separate terms for each phase.
4. Contracting requirements that would allow Maker Nexus to efficiently manage renovation and build out of the facility.
5. Establishment of a time frame and details, including goals for fundraising activities.
6. Acknowledgement and stewardship of coordination with City departments to be involved in the project.
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7. Development of a community outreach and engagement plan by the City and Maker Nexus to build support for the project and to receive and address community comments.
8. A project schedule, including timelines for review by the City's Architectural Review Board, Planning and Transportation Commission, and other boards and commissions as may be required.
9. Options for either party to terminate the partnership (or “joint planning process”) agreement.
10.The City acknowledges that Maker Nexus will start a major donor fundraising effort and may require commitments from the City in terms of a lease or other process requirements in order to close a major donation. The City acknowledges it will be responsible for providing those commitments in a timely manner or risk losing major donors.
This letter is not a binding contract between CPA and Maker Nexus and does not establish a legal partnership or any other legal relationship. Nor shall this letter create any reliance on either party to act or not act in any specific way. It is intended to facilitate discussion of the key agreement terms and conditions of the future agreements relating to this joint project. Maker Nexus and CPA both reserve rights to explore, evaluate, or pursue other potential sites and/or partnerships during the term of this Letter.
Date Approved:
____________________________________________________________________________ Ed Shikada City Manager Regina Sakols/Kelly Yamanishi Maker Nexus 3 of 3