HomeMy WebLinkAbout2025-09-23; City Council; 08; Joint Powers Agreement between the California Department of Parks and Recreation and the City of Carlsbad for the Maintenance, Restoration and Upkeep of the Tamarack PicnCA Review TL
Meeting Date:Sept. 23, 2025
To:Mayor and City Council
From:Geoff Patnoe, City Manager
Staff Contact:Kyle Lancaster, Parks & Recreation Director
kyle.lancaster@carlsbadca.gov, 442-339-2941
Subject:Joint Powers Agreement between the California Department of Parks and
Recreation and the City of Carlsbad for the Maintenance, Restoration and
Upkeep of the Tamarack Picnic Facilities and Bluff at Carlsbad State
Beach
District:1
Recommended Action
Adopt a resolution authorizing execution of a joint powers agreement between the California
Department of Parks and Recreation and the City of Carlsbad for the maintenance, restoration
and upkeep of the Tamarack upper picnic facilities and bluff at Carlsbad State Beach.
Executive Summary
The City Council is being asked to authorize the execution of a joint powers agreement between
the California Department of Parks and Recreation, or State Parks, and the City of Carlsbad,
under which the city can continue to maintain the Tamarack upper picnic facilities and bluff at
Carlsbad State Beach. The term of the agreement will be effective on the first of the month
following approval of the agreement by the State of California and will expire on Feb. 9, 2031.
The city executed an initial annual right of entry permit with State Parks for this area in 2014
(City Council Resolution No. 2014-098). The intent of that permit was to improve the coastal
experiences for residents, business owners and visitors. Based on the successful results during
the first year, the city and state have entered into annual permits for the past 11 years.
Staff are recommending authorizing the execution of a five-plus year joint powers agreement
with State Parks, in place of the annual right of entry permit for this area. The proposed joint
powers agreement includes similar terms and conditions to the current right of entry permit.
The City Council is being asked to authorize the execution of this joint powers agreement
because the Carlsbad Municipal Code does not delegate this authority to the City Manager.
Sept. 23, 2025 Item #8 Page 1 of 102
Explanation and Analysis
Consistent with past City Council direction, the joint powers agreement provides the city with
the ability to maintain the Tamarack upper picnic facilities and bluff at Carlsbad State Beach to
City of Carlsbad standards. The area includes approximately 1.5 acres of turf, hardscape, raised
planters, trees, picnic tables and benches, trash receptacles, two showers, a drinking fountain, a
stairway with adjacent hand railing, a restroom and a wastewater pump station. The area also
includes a coastal bluff of approximately 4.8 acres that contain predominantly native plants and
a permitted and improved footpath near the northern and southern ends of the boundary.
The City Council previously directed staff to seek a long-term agreement with State Parks that
would allow for the continuation of the services identified in the annual right of entry permit, as
well as the potential for expanding maintenance and operations services to other state-owned
properties within the city. Staff were ultimately able to negotiate the proposed joint powers
agreement for the continuation of the services identified in the annual right of entry permit for
this area but were unable to obtain State Parks’ approval for expanding maintenance and
operations services to other state-owned properties within the city.
The joint powers agreement is provided as Attachment A to Exhibit 1. The agreement allows
the city to improve, develop, repair and maintain this area, at the city’s cost, on behalf of
State Parks.
The joint powers agreement expires on Feb. 9, 2031, which coincides with the expiration date
of the existing 20-year operating agreement between State Parks and the city for the Ocean
Street Sculpture Park, the small park immediately north of this area. Tying together the
expiration date of these two agreements will allow State Parks and the city an opportunity to
create a new agreement in 2031, which addresses both areas of similar services.
Fiscal Analysis
The City Council previously appropriated a total of $899,830 for one-time improvements that
were completed during the period covered by the first annual right of entry permit in 2014, and
$115,000 per year for ongoing maintenance of the Tamarack upper picnic facilities and bluff at
Carlsbad State Beach. Sufficient funds for ongoing maintenance of this area are available in the
adopted fiscal year 2025-26 Parks Maintenance Operating Budget, and the funds required in
the following fiscal years will be requested within the Parks Maintenance Operating Budget.
Sept. 23, 2025 Item #8 Page 2 of 102
Environmental Evaluation
The proposed action is not a “project” as defined by California Environmental Quality Act
Section 21065 and CEQA Guidelines Section 15378(a) and does not require environmental
review under CEQA Guidelines Section 15060(c)(2) because the action is limited to the
execution of a joint powers agreement for the maintenance, restoration and upkeep of the
Tamarack upper picnic facilities and bluff at Carlsbad State Beach. The action has no potential
to cause either a direct physical change in the environment or a reasonably foreseeable indirect
physical change in the environment.
Next Steps
Staff will continue to administer the maintenance, restoration and upkeep of the Tamarack
upper picnic facilities and bluff at Carlsbad State Beach through Feb. 9, 2031.
Exhibits
1. City Council resolution
Sept. 23, 2025 Item #8 Page 3 of 102
Exhibit 1
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING EXECUTION OF A JOINT POWERS
AGREEMENT BETWEEN THE CALIFORNIA DEPARTMENT OF PARKS AND
RECREATION AND THE CITY OF CARLSBAD FOR THE MAINTENANCE,
RESTORATION AND UPKEEP OF THE TAMARACK UPPER PICNIC FACILITIES
AND BLUFF AT CARLSBAD STATE BEACH
WHEREAS, the City Council of the City of Carlsbad has determined that it isbeneficial to improve
and maintain the Tamarack upper picnic facilities and bluff at Carlsbad State Beach; and
WHEREAS, on May 20, 2014, the City of Carlsbad entered into an initial Right of Entry Permit
with the State of California Department of Parks & Recreation, or State Parks, to improve and maintain
the Tamarack upper picnic facilities and bluff at Carlsbad State Beach for a term of one year; and
WHEREAS, the intent of the permit was to provide enhanced coastal experiences for residents,
business owners and visitors of the City of Carlsbad; and
WHEREAS, along with entering into the Right of Entry Permit, on May 20,2014, the City Council
appropriated $899,830 in corresponding one-time improvements for this area and $115,000 per year
in corresponding ongoing maintenance (Resolution Nos. 2014-099, 2014-100 and 2014-101); and
WHEREAS, based on the successful results during the first year, the city and state have entered
into annual permits for the past 11 years; and
WHEREAS, staff are recommending authorizing the execution of a five-plus year joint powers
agreement with State Parks, in place of the annual right of entry permit for this area. The proposed
joint powers agreement includes similar terms and conditions to the existing right of entry permit; and
WHEREAS, the City Council previously directed staff to seek a long-term agreement with State
Parks that would allow for the continuation of the services identified in the annual right of entry permit,
as well as the potential for expanding maintenance and operations services to other state-owned
properties within the city; and
WHEREAS, staff were able to negotiate the proposed joint powers agreement for the services
identified in the annual right of entry permit, but were unable to obtain State Parks’ approval for
expanding maintenance and operations services to other state-owned properties within the city; and
WHEREAS, the joint powers agreement allows the city to improve, develop, repair and maintain
this area, at the city’s cost, on behalf of State Parks; and
Sept. 23, 2025 Item #8 Page 4 of 102
WHEREAS, the joint powers agreement expires on Feb. 9, 2031, which coincides with the
expiration date of the existing 20-year operating agreement for the Ocean Street Sculpture Park; and
WHEREAS, sufficient funds for ongoing maintenance of this area are available in the adopted
fiscal year 2025-26 Parks Maintenance Operating Budget.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the proposed action is not a “project” as defined by CEQA Section 21065 and CEQA
Guidelines Section 15378(a) and does not require environmental review under CEQA
Guidelines Section 15060(c)(2) because the action is limited to the execution of a joint
powersagreement for the maintenance, restoration and upkeep of the Tamarack Upper
Picnic Facilities and Bluff at Carlsbad State Beach. The action has no potential to cause
either a direct physical change in the environment or a reasonably foreseeable indirect
physical change in the environment.
3. That the City Council authorizes and directs the Mayor to execute a joint powers
agreement (Attachment A) with State Parks for the maintenance, restoration and
upkeep of the Tamarack upper picnic facilities and bluff at Carlsbad State Beach.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the
City of Carlsbad on the day of , 2025, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
______________________________________
KEITH BLACKBURN, Mayor
______________________________________
SHERRY FREISINGER, City Clerk
(SEAL)
Sept. 23, 2025 Item #8 Page 5 of 102
Attachment A
Sept. 23, 2025 Item #8 Page 6 of 102
Sept. 23, 2025 Item #8 Page 7 of 102
Joint Powers Agreement P23OA005
1
JOINT POWERS AGREEMENT
between
CALIFORNIA DEPARTMENT OF PARKS AND RECREATION
and
CITY OF CARLSBAD
for
MAINTENANCE, RESTORATION AND UPKEEP OF THE TAMARACK UPPER
PICNIC FACILITIES AND BLUFF
at
CARLSBAD STATE BEACH
THIS JOINT POWERS AGREEMENT (“Agreement”) is made and effective on
the first of the month following approval by the State of California Department of
General Services, by and between STATE OF CALIFORNIA, acting through the
Department of Parks and Recreation, hereinafter referred to as “STATE”, and the CITY
OF CARLSBAD, a municipal corporation and charter city, hereinafter referred to as
“CITY” (each referred to as “Party” and collectively “the Parties”) for the purpose of
setting forth the respective rights and obligations of the Parties in the management of
Tamarack Upper Picnic Facilities and Bluff at Carlsbad State Beach.
Sept. 23, 2025 Item #8 Page 8 of 102
Joint Powers Agreement P23OA005
2
RECITALS
Whereas, pursuant to the provisions of section 5003 of the California Public
Resources Code, State is authorized to administer, protect, develop, and interpret the
property under its jurisdiction for the use and enjoyment of the public; and
Whereas, certain real properties known as Carlsbad State Beach, located within
the County of San Diego, is a unit of the state park system and falls under the
jurisdiction of State; and
Whereas, with execution of this Agreement, it is the intention of the Parties to
discontinue the practice of State issuing Right of Entry Permits for the Tamarack Upper
Picnic Facilities and Bluff at Carlsbad State Beach for purposes of City carrying out
grounds keeping, maintenance of facilities, and restoration of the coastal bluff habitat;
and
Whereas, the Parties intend to continue the practice of State issuing Right of
Entry Permit(s) to allow City to construct certain improvements to the roadway, bikeway,
sidewalks, trails, parking, and general safety in the area of the Carlsbad
Boulevard/Tamarack Avenue intersection (“Intersection”) currently owned by the State
of California and not part of the Premises of this Agreement; and
Whereas, State and City desire to enter into an Agreement to provide for the
development, repair, improvement and maintenance of identified aspects of Carlsbad
State Beach by City, namely the Tamarack Upper Picnic Facilities and Bluff, as shown
in “Exhibit A”; and
Whereas, Carlsbad State Beach – Ocean Street Sculpture Park, is the subject of
a separate Operating Agreement executed between the Parties in 2011 (“2011
Sept. 23, 2025 Item #8 Page 9 of 102
Joint Powers Agreement P23OA005
3
Operating Agreement” as shown in “Exhibit B”) and shall not be affected by this
Agreement; and
Whereas, the easements granted to City on October 30, 1986 (attached hereto
as “Exhibit C”) and April 8, 1993 (attached hereto as “Exhibit D”) pertaining to the
3200-foot-long seawall and the 2600-foot-long seawall, respectively, are not made part
of the Premises of this Agreement; and
Whereas, the State and City enter into this Agreement pursuant to the authority
set forth in the Joint Exercise of Powers Act (Section 6500 et seq. of the California
Government Code); and
NOW, THEREFORE, in consideration of the foregoing Recitals, which are hereby
deemed a contractual part hereof, the mutual covenants hereinafter contained, and for
other valuable consideration, the sufficiency of which is acknowledged, the parties
hereto agree as follows:
1. PREMISES
State authorizes City to improve, develop, repair, and maintain the
Carlsbad State Beach as shown in "Exhibit A", which is attached hereto and
incorporated herein, hereafter referred to as “Premises”. City agrees to accept
Premises, including facilities covered by this Agreement, and take the same in their
present condition "AS IS" with all faults, and agrees to maintain the same in a safe and
tenable condition, and, at any termination of this Agreement, to promptly turn back the
same to State in the same or better condition, reasonable wear and tear excepted.
State shall not be obligated to make any alterations, additions, or betterments to the
Premises except as otherwise provided for in this Agreement. This Agreement is not
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Joint Powers Agreement P23OA005
4
intended to and does not create any third-party rights and in no event shall be relied on
by any party other than City and State.
2. TERM
The term of this Agreement shall end on February 9, 2031 and shall not be
effective until the first of the month following approval by the State of California
Department of General Services. This expiration date coincides with the expiration of
the 2011 Operating Agreement (“Exhibit B”), allowing the Parties to create a new
agreement that addresses both geographical locations, if appropriate. Should City hold-
over after the expiration of the term of this Agreement with the express or implied
consent of the State, such holding-over shall be deemed to be a tenancy from month-to-
month at the herein stated prescribed rent as set forth in this Agreement subject
otherwise to all the terms and conditions of this Agreement.
3. USE OF PREMISES
A. City agrees to improve, develop, repair and maintain the Premises for
public recreation as part of Carlsbad State Beach, with related facilities accessible and
subject to the use and enjoyment of the general public. Development, improvement,
repair, and maintenance of the Premises shall be conducted in accordance with all
applicable State general planning principles, State Park and Recreation Commission
policies and all federal, state, and local government statutes, laws, and regulations. At a
minimum, City agrees to develop, improve, maintain and repair the Premises which
includes, but is not limited to, the following:
1) Beach access stairwells from the upper sidewalk down to the lower
sidewalk;
Sept. 23, 2025 Item #8 Page 11 of 102
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2) Sidewalks and sidewalk platforms;
3) Street lights;
4) Roadways and bicycle facilities;
5) Turf and other landscapes;
6) Bluff plantings;
7) Irrigation systems;
8) Trash and recycling receptacles;
9) Tamarack Restroom Facility. The Tamarack Restroom Facility is
defined as including the cinderblock restroom building, adjacent
pedestrian ramp with retaining wall, concrete stairway connecting to
the beach, landscaped area on southeast side of building, public
shower area, and drinking fountain; and
10) Fencing and guardrails; and
11) Picnic tables and benches.
B. Such development, improvement, and maintenance and operation of the
Premises shall be conducted in accordance with the approved San Diego Coastal
State Parks System General Plan for Carlsbad State Beach adopted by the State Park
and Recreation Commission in 1983 and all applicable federal, state and local
government statutes, laws, and regulations. Copies of said General Plan are on file at
the San Diego Coast District Office, 4477 Pacific Highway, San Diego, CA 92110.
C. Should City propose any improvements, developments, operation or
maintenance that is not authorized under the current Carlsbad State Beach General
Plan, City may prepare an amendment to said General Plan, pursuant to Public
Sept. 23, 2025 Item #8 Page 12 of 102
Joint Powers Agreement P23OA005
6
Resources Code Section 5080.31 which amendment shall be submitted to and may be
approved by the California State Park and Recreation Commission.
D. City shall not use or permit the Premises to be used, in whole or in part,
during the term of this Agreement for any purpose other than as herein set forth without
the prior consent of the State.
E. If the Tamarack Restroom Facility is designated as a historical landmark,
the City Manager for the City of Carlsbad may elect to remove the Tamarack Restroom
Facilities from the scope of this Agreement. In such case, the City Manager may
exercise this option by providing the State with written notice that the Tamarack
Restroom Facilities will be excluded from the definition of Premises under this
Agreement. The City’s authorization and obligations under this Agreement for
construction, development, maintenance and operation of the Tamarack Restroom
Facilities shall terminate thirty (30) days after mailing of the City Manager’s written
notice, as provided in Paragraph 16 (Termination).
4. CONSIDERATION
In consideration of the services to be performed by City, State hereby authorizes
the use of the Premises by City without fees on the condition that City perform the terms
and conditions of this Agreement. In the event that City fails to perform, State may
terminate this Agreement, at State’s Sole discretion, pursuant to the provisions of
Paragraph 16 (Termination) and State shall have the right to pursue any other remedies
available under this Agreement and/or otherwise available by law.
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5.CONSTRUCTION AND COMPLETION OF IMPROVEMENTS
A. At no cost or expense to the State, City may undertake new construction,
reconstruction, and renovation within the Premises subject to the following provisions:
1) All plans and specification for renovations, reconstructions, or new
construction to the Premises or any part of the Premises, including
changes to structural design, landscape design, or interior or
exterior fixtures, design, and/or furnishings, (collectively
"Alteration(s)"), shall be subject to approval by State to ensure that
the plans comply with State’s requirements. No such Alteration(s)
shall be commenced by City or its contractors without prior written
consent from State of such plans and specifications. State agrees
to communicate its approval or disapproval of such plans and
specifications, in writing, no later than forty-five (45) days of receipt
of same. Disapprovals shall be accompanied by written explanation
of the reasons for disapproval. State agrees not to unreasonably
withhold approval and, approval by State shall be obtained prior to
the commencement of any Alterations.
2) Needed renovations, reconstructions, or new constructions shall be
identified by City and submitted annually to State. State shall
review this submission, and City and State shall subsequently meet
to identify and prepare a list of mutually agreed upon priority
projects. State shall dictate the plan approval process. All
modifications and additions shall be made in accordance with
Sept. 23, 2025 Item #8 Page 14 of 102
Joint Powers Agreement P23OA005
8
State’s standards for construction and completion of improvements.
Further, all Alterations shall be made in accordance with State's
general planning principles and with all applicable state and federal
laws, rules, and regulations.
B. Once prior approvals, permits, etc. have been received as required herein,
and the work on any Alteration has begun, City shall prosecute to completion with
reasonable diligence all approved Alterations. All work shall be performed in a
professional manner and will comply substantially with plans and specifications
submitted to State as required herein and with all applicable governmental permits,
laws, ordinances, and regulations. It shall be the responsibility of City, at its own cost
and expense, to obtain all licenses, permits, security, and other approvals necessary for
the construction of approved Alterations. City shall comply with applicable public bidding
requirements as set forth in the California Public Contract Code and local laws, rules
and regulations.
C. For all Alterations erected on the Premises by the City, upon completion of
construction, City shall (1) record a Notice of Completion, with a copy provided to the
State; (2) provide State with a complete set of "as-built" plans for all improvements in a
format reasonably acceptable to State; (3) submit evidence that all improvements are
clear of any mechanic's liens or stop notices; (4) submit a verified accounting of the cost
for Alterations, excluding equipment and trade fixtures that are the personal property of
City; and (5) submit a verified report demonstrating full compliance with the pertinent
state and federal accessibility laws, including but not limited to, the Americans with
Disabilities Act of 1990, Title II.
Sept. 23, 2025 Item #8 Page 15 of 102
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6. OWNERSHIP OF IMPROVEMENTS
Title to all Alterations existing or hereafter erected on Premises, regardless of
who constructs such improvements, shall immediately become State's property, and
upon termination of this Agreement, all improvements shall become part of the realty
and title to the Premises and shall vest in State, without compensation to the City,
unless the City has obtained ownership of the land upon which the Alterations are
located. City agrees never to assail, contest, or resist title to the Alterations and
improvements.
7. MAINTENANCE OBLIGATIONS OF CITY
A. During the term of this Agreement and at City's own cost and expense,
City shall repair, develop, and maintain the Premises, including equipment, personal
property, and Alterations or improvements of any kind that may be erected, installed, or
placed thereon in a safe, clean, and good condition and in substantial repair. During the
term of this Agreement, it shall be City’s responsibility to ensure that the Premises are
maintained to the same level and standard of condition and repair consistent with other
City park facilities. All construction, operation, and maintenance shall be in accordance
with all laws, codes, regulations, ordinances, and generally accepted industry standards
pertaining to such work.
B. City hereby expressly waives the right to make repairs at the expense of
the State and the benefit of §§1941 and 1942 of the California Civil Code relating
thereto, if there be any. State has made no representations regarding the condition of
the Premises, except as specifically set forth in this Agreement.
Sept. 23, 2025 Item #8 Page 16 of 102
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C. Nothing in this Agreement removes State’s right to enter the Premises for
inspection and work related to its care and maintenance during the term of this
Agreement.
8. SEA LEVEL RISE, BEACH EROSION CONTROL AND PROTECTION WORK
Any development, sea level rise, beach erosion control or protection work, which
may be undertaken by State or the United States of America, along or on the Premises,
in the manner provided by law or under the rules of the State of California, shall not, in
any way be construed as constituting a termination of this Agreement or in any way
affecting same.
9. TAXES
City, by signing this Agreement, acknowledges that occupancy interest and rights
to do business on State property may create a possessory interest as that term is
defined in Revenue and Taxation Code §107.6, which possessory interest may subject
City to liability for the payment of property taxes levied on such possessory interest. City
shall pay all lawful taxes, assessments, or charges that may be levied by the state,
county, city, or any tax or assessment levying body at any time upon any interest in or
created by this Agreement, or any possessory right that City may have in or to the
Premises covered hereby or the improvements thereon, by reason of City’s use or
occupancy thereof or otherwise, as well as all taxes, assessments, and charges on
goods, merchandise, fixtures, appliances, equipment, and property owned by City in or
about the Premises.
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10.INSURANCE
A. Commercial General Liability Insurance: City agrees, at its sole expense,
to maintain in force during the term of this Agreement comprehensive general liability
insurance, insuring against claims for injuries to persons or property occurring in, upon,
or about Premises. The insurance shall have limits of not less than ONE MILLION
DOLLARS ($1,000,000) for injuries to person or persons, with TWO MILLION
DOLLARS ($2,000,000) aggregate; and not less than ONE MILLION DOLLARS
($1,000,000) for property damage.
B. State agrees that City, at City option, may self-insure the coverage
required by this section.
C. Each policy of liability insurance shall contain additional named insured
endorsements in the name of the State of California, through its Department of Parks
and Recreation, as to all insurable interests of the State including, but not limited to, the
Premises and all contents as follows:
1) State of California, its officers, agents, and employees are included
as additional insured but only insofar as operations and facilities
under this Agreement are concerned;
2) The insurer will not cancel or reduce the insured's coverage without
thirty (30) days prior written notice to State.
D. Worker’s Compensation and Employer’s Liability Insurance: City shall
maintain statutory worker’s compensation and employer’s liability insurance for all of
City’s employees who will be engaged in the performance of work on the property,
including special coverage extensions where applicable. When work is performed on
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State-owned or controlled property the Workers' Compensation and Employers' Liability
policy shall be endorsed with a waiver of subrogation endorsement in favor of the State
(this endorsement shall also be provided).
E. No cancellation provision in any insurance policy shall diminish the
responsibility of City to furnish continuous insurance throughout the term of the
Agreement. Each policy shall be underwritten to the satisfaction of the State. A signed
Certificate of Insurance, with each endorsement required, including but not limited to
State's additional insured endorsement, shall be submitted to State at the time this
Agreement is executed, showing that the required insurance has been obtained.
Further, at least thirty (30) days prior to the expiration of any such policy, City shall
submit to State a signed and completed Certificate of Insurance, with all endorsements
required by this section, showing, to the satisfaction of State, that such insurance
coverage has been renewed or extended. No later than fifteen (15) days from State's
request, City shall furnish State with a signed and complete copy of the required policy
and/or evidence of self-insurance.
F. City agrees to impose the foregoing insurance requirements on any and
all concessionaires and contractors and shall require that State be named as an
additional insured on all policies. Failure to provide any of the required insurance and/or
endorsements shall constitute a material breach of this Agreement.
11. HOLD HARMLESS AGREEMENT
A. City waives all claims and recourse against State Parks, its officers,
employees and/or agents, including the right to contribution for any and all loss, injury,
death or damage to persons or property, caused by, arising out of, or in any way
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connected with or incident to the condition or use of the Premises, this Agreement, or
the rights or obligations herein granted or imposed, except those arising out of the sole
active negligence or willful misconduct of State.
B. City shall protect, save, hold harmless, indemnify and defend the State, its
officers, employees and/or agents from any and all liability, loss, damage, injury, death,
claims, demands, expenses, costs and fees, including, but not limited to, expert costs
and attorney fees, that may be suffered or incurred by the State, its officers, employees
and/or agents, arising directly or indirectly, out of any acts or omissions, or in any way
connected with the performance of City under this Agreement, including, but not limited
to, alleged violations of the Americans with Disabilities Act of 1990 Titles I, II, and Ill
(ADA), caused or alleged to have been caused City’s performance. However, in no
event shall City be obligated to defend or indemnify State Parks, with respect to the sole
negligence or willful misconduct of State Parks, its officers, employees, or agents
(excluding City). City shall further cause such indemnification and waiver of claims in
favor of State Parks to be inserted in each contract that City executes for the provision
of services in connection with the Premises and/or this Agreement.
C. In the event State Parks is named as a co-defendant in any legal action
related to this Agreement and served with process of such legal action, State Parks
shall notify City of such fact and City shall represent State Parks in such legal action as
provided herein, unless State Parks undertakes to represent itself as co-defendant in
such legal action in which event City shall reimburse and indemnify State Parks, as
provided in sections 11(B) and 11(C), for all its litigation costs, expenses and attorney
fees. The entirety of Section 11 shall survive the termination of this Agreement.
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12.EMINENT DOMAIN PROCEEDINGS
If the Premises or any portion thereof is taken by proceedings in eminent domain,
State shall receive the entire award for such taking except that City shall receive out of
said award the fair market value of any improvements then existing and constructed by
City, except for: (a) improvement erected with funds realized through income from the
Premises, and (b) improvements the cost of which City has been paid or reimbursed by
the State through grants or other sources. Fair market value shall be determined by said
proceedings taking into consideration the terms of this Agreement.
13. PROHIBITIONS AGAINST ASSIGNING
This Agreement and/or any interest therein or thereunder shall not be assigned,
delegated, mortgaged, hypothecated, or transferred by City without obtaining the prior
consent of State. This paragraph does not apply to the provisions of Paragraph 7
(Maintenance Obligations of City).
14. NOTICES
Any notice, reports or other communication required to be given or that may be
given by either party to the other shall be deemed to have been fully given when made
in writing and deposited in the United States Postal Service, postage prepaid, and
addressed as follows:
State: Department of Parks and Recreation
San Diego Coast District Office
4477 Pacific Highway
San Diego, CA 92110
(619) 688-3260
Sept. 23, 2025 Item #8 Page 21 of 102
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City: Kyle Lancaster, Parks & Recreation Director
City of Carlsbad
799 Pine Ave., Suite 200
Carlsbad, CA 92008
With Copies to:
Tom Frank, Transportation Director/City Engineer
Public Works Department
City of Carlsbad
1635 Faraday Ave.
Carlsbad, CA 92008
Copy to: Department of Parks and Recreation
Partnerships Division
P.O. Box 942896
Sacramento, California 94296-0001
The address to which notices shall or may be mailed as aforesaid by either party
shall or may be changed by written notice given by such party to the other, but nothing
in this Section shall preclude the giving of any such notice by personal service.
Notwithstanding the above, a notice or communication will not be deemed proper
notice if the Party sending the communication via electronic mail receives a delivery
failure notification, indicating that the electronic mail has not been delivered to the
recipient.
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15.DEFAULTS AND REMEDIES
A. Any failure by a party to this Agreement to observe or perform a provision
of this Agreement, where such failure continues for thirty (30) days after written notice of
such failure, shall constitute a default and breach of this Agreement. However, if the
nature of the default is such that it cannot be reasonably remedied within the thirty (30)
day period, the offending party shall not be deemed to be in default if efforts to cure the
default are commenced within the thirty (30) day period and thereafter diligently
prosecuted to completion.
B. Upon an event of default by State, City shall have the right to terminate
this Agreement by providing a thirty (30) day written notice to State.
C. Upon an event of default by the City, State shall have the right to
terminate this Agreement and obtain immediate possession of the Premises at any time
by written notice to City. In such event, State shall be entitled to all rights and remedies
of law and/or in equity, including but not limited to, costs and expenses incurred by
State in recovering possession of and/or restoring the Premises and compensation for
all detriment proximately caused by City's failure to perform its obligations under this
Agreement.
16. TERMINATION
A. Notwithstanding the provisions of Paragraph 15 (Defaults and Remedies)
either party may terminate this Agreement for any reason. The party who wishes to
terminate the Agreement shall give written notice of its intention no later than thirty (30)
days before the scheduled termination date. Such notice shall be given in writing and
shall be effective on the date given in the notice as the scheduled date for the
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termination of the Agreement. In the event that the State is the party choosing to
terminate the Agreement, the State shall pay to City on the termination date a sum of
money equal to the depreciated cost of the improvements installed or constructed upon
the Premises by City with the following exceptions, (a) improvements erected with funds
realized through income from the Premises, and (b) improvements the cost of which has
been paid or reimbursed by the State, through grants or other sources.
B. Depreciated costs shall be computed in the following manner: Upon
notification of intent to terminate the Agreement, City will submit verified cost statements
accompanied by substantiating invoices and bills of labor, material, or any other
reasonable construction costs, to State. These costs, plus such future construction
costs when expended, shall represent the cost of the improvements.
The cost of the improvements shall be depreciated on a straight-line basis over
twenty (20) year life. The depreciated cost shall be determined by dividing the cost of
improvement by two hundred-forty (240) months and multiplying the results by the
number of months remaining in the term of the Agreement at the scheduled termination
date.
State may not terminate the Agreement until such time as the funds required for
such termination and reimbursement have been obtained through appropriations by the
Legislative and through the budgeting process of the State of California.
C. It is expressly agreed and understood that the above-described
reimbursement provisions are not applicable where State terminates this Agreement for
any breach on the part of City.
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D. In the event of City’s breach, bankruptcy, insolvency, abandonment or
request for early termination based on convenience, the above-described
reimbursement provision shall not apply and shall not be considered an obligation of the
State of California.
E. The Parties acknowledge that City is working to clear title and obtain
ownership of or an easement over certain real property in the area of the Premises. If
City obtains ownership of or an easement over any real property located within the
Premises, this Agreement may no longer be necessary or may need to be revised to
reflect the changed ownership or rights of the Parties to real property within the
Premises. If City obtains ownership of or an easement for public rights of way over any
real property located within the Premises, this Agreement shall cease to be in effect as
to those portions of land. The Parties agree to work in good faith to amend this
Agreement, as necessary, to address any changes to ownership or maintenance
responsibilities that may result from City obtaining title to or an easement over some or
all of the property covered by this Agreement.
17. COMPLIANCE WITH LAWS, RULES, REGULATIONS, AND POLICIES
City and its officers, agents and employees shall comply with all applicable laws,
rules, regulations, and orders existing during the term of this Agreement, including
obtaining and maintaining all necessary permits and licenses. City acknowledges and
warrants that it is, or will make itself, through its responsible managers, knowledgeable
of all pertinent laws, rules, ordinances, regulations, or other requirements having the
force of law affecting the use of the Premises, including but not limited to laws affecting
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health and safety, hazardous materials, pest control activities, historical preservation,
environmental compliance, and building standards.
City shall bear full responsibility for compliance with Labor Code section 1720 et
seq., when applicable, including any penalties associated with noncompliance.
18. NON-DISCRIMINATION
A. During the performance of this Agreement, City and its subcontractors
shall not deny the contract’s benefits to any person on the basis of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition,
genetic information, marital status, sex, gender, gender identity, gender expression,
age, sexual orientation, or military and veteran status, nor shall they discriminate
unlawfully against any employee or applicant for employment because of race, religious
creed, color, national origin, ancestry, physical disability, mental disability, medical
condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military and veteran status.
B. City shall ensure that the evaluation and treatment of employees and
applicants for employment are free of such discrimination. City and subcontractors shall
comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900
et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et
seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the
Government Code (Gov. Code §§11135-11139.5), and the regulations or standards
adopted by the awarding state agency to implement such article. City shall permit
access by representatives of the Department of Fair Employment and Housing and the
awarding state agency upon reasonable notice at any time during the normal business
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hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts,
and all other sources of information and its facilities as said Department or Agency shall
require to ascertain compliance with this clause.
C. City and its subcontractors shall give written notice of their obligations
under this clause to labor organizations with which they have a collective bargaining or
other agreement. (See Cal. Code Regs., tit. 2, §11105.)
D. City shall include the nondiscrimination and compliance provisions of this
clause in all subcontracts to perform work under the Agreement
19. DISABILITY ACCESS LAWS
A. With regard to all use of the Premises and activities that are the
responsibility of City under this Agreement, and without limiting City's responsibility
under this Agreement for compliance with all laws, City shall be solely responsible for
complying with the requirements of the Americans with Disabilities Act of 1990 (ADA)
(Public Law 101-336, commencing at §12101 of Title 42, United States Code, including
Titles I, II, and III of that law), the Rehabilitation Act of 1973, the California Unruh Civil
Rights Act (California Civil Code Section 51) and all related regulations, guidelines, and
amendments to both laws.
B. With regard to facilities for which City is responsible for operation,
maintenance, construction, restoration, or renovation under this Agreement, City also
shall be responsible for compliance with Government Code §4450, et seq. Access to
Public Buildings by Physically Handicapped Persons, and Government Code §7250, et
seq., Facilities for Handicapped Persons, and any other applicable laws, regulations,
guidelines and successor statutes. Such compliance shall be at City's sole cost and
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expense. Approval from State is required prior to implementation of any plans to comply
with accessibility requirements.
20. NATIONAL LABOR RELATIONS BOARD CERTIFICATION
By signing this Agreement, City does hereby swear, under penalty of perjury, that
no more than one final, unappealable finding of contempt of court by a federal court has
been issued against City within the two-year period immediately preceding the date of
this Agreement because of City's failure to comply with a federal court order that City
shall comply with an order of the National Labor Relations Board.
21. ENVIRONMENTAL COMPLIANCE AND RESOURCE PROTECTION
A. City shall comply with State’s Cultural and Natural resource management
policies and mandates in the conduct of all activities that may affect cultural, natural,
and/or scenic values, and is responsible for maintaining current knowledge of these
requirements as they may be amended. These mandates include, but are not limited to,
the California Environmental Quality Act (CEQA/PRC §21000 et seq.), the
Memorandum of Understanding between California State Parks and the Office of
Historic Preservation Executive Orders W-26-92 and B-10-11, Departmental Notice
2004-02, PRC §§5024, 5024.5 and 5097 et seq., the Native American Graves
Protection and Repatriation act NAGPRA) (PL 101-601, 25 U.S.C. 3001 et seq., 104
stat. 3048) Secretary of the Interior’s Standards for the Treatment of Historic Properties
with Guidelines for Preserving, Rehabilitating, Restoring & Reconstructing Historic
Buildings, California Endangered Species Act, the Federal Endangered Species Act, the
Clean Air Act, Clean Water Act, Coastal Act, and the Porter Cologne Water Quality Act.
When an undertaking has a Federal nexus, the National Historic Preservation Act
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(NHPA)- §106 (36 CFR Part 800.1 to 800.16) and the National Environmental Policy Act
(42 U.S.C. §4321) will be required as well. The California State Parks Departmental
Operation Manuals (DOM 300, 400, 2000) for natural and cultural resources shall also
be complied with for projects with a potential to affect resources.
B. All resource management projects proposed within the Premises will be
undertaken with the oversight provided by the appropriate State staff, specifically
Environmental Scientists, State Historians, and State Archaeologists.
C. Sensitive information will be safeguarded from general public distribution
as required by state and federal law (Government Code §§65040.2(g)(3); 6254.10; 43
CFR 7, §7.18(a)).
22. HAZARDOUS SUBSTANCES
A. On the Premises, City shall not:
1) keep, store, or sell any goods, merchandise, or materials that are in
any way explosive or hazardous;
2) carry on any offensive or dangerous trade, business, or occupation;
3) use or operate any machinery or apparatus that shall injure the
Premises or adjacent buildings in any way; or
4) do anything other than is provided for in this Agreement.
B. Nothing in this section shall preclude City from bringing, keeping, or using
on or about said Premises such materials, supplies, equipment, and machinery as is
appropriate or customary in the care, maintenance, administration, and control of
parklands. Gasoline, oils, and all other materials considered under law or otherwise to
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be hazardous to health and safety shall be stored, handled, and dispensed as required
by present or future regulations and laws.
C. City shall comply with all laws, federal, state, or local, existing during the
term of this Agreement pertaining to the use, storage, transportation, and disposal of
any hazardous substance as that term is defined in such applicable law. In the event the
State or any of its affiliates, successors, principals, employees, or agents should incur
any liability, cost, or expense, including attorney fees and costs, as a result of the City's
illegal use, storage, transportation, or disposal of any hazardous substance, including
any petroleum derivative, City shall protect, indemnify, defend, and hold harmless any
of these individuals against such liability. Where City is found to be in breach of this
provision due to the issuance of a government order directing City to cease and desist
any illegal action in connection with a hazardous substance, or to remediate a
contaminated condition directly caused by City or any person acting under City’s direct
control or authority, City shall be responsible for all costs and expenses of complying
with such order including any and all expenses imposed on or incurred by the State in
connection with or in response to such government order.
D. Notwithstanding the foregoing, in the event a government order is issued
naming City, or City incurs any liability during or after the term of the Agreement in
connection with contamination that preexisted the City’s obligations and occupancy
under this Agreement, or prior agreements or that were not directly caused by City, the
State shall be solely responsible as between City and State for all expenses and efforts
in connection wherewith, and State shall reimburse City for all reasonable expenses
actually incurred by City therewith.
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E. All pest control activities, chemical and non-chemical, shall be approved
by State prior to action by the City. City or the pest control business acting on behalf of
City shall submit a DPR 191, Pest Control Recommendation, or equivalent to State for
approval. State has fourteen (14) days to approve or deny the request. State review and
approval shall be solely for compliance with State’s policies and in no way shall relieve
City or its contractors, employees, agents, or representatives from compliance with all
laws and regulations concerning such activities, nor from carrying out the work in a
workmanlike manner.
F. City or the pest control business acting on behalf of City shall submit a
report of completed work for each pest management action to the State no later than
seven (7) days after performance of the work. The report may be submitted on a DPR
191, Pest Control Recommendation, or equivalent.
23. SIGNS AND ADVERTISING
No signs, logos, names, placards, or advertising matter shall be inscribed,
painted, or affixed upon Premises, or circulated or published without prior approval of
the State. Approval will be granted only when said signs or advertising is consistent with
the purposes of this Agreement. Notwithstanding the above, City shall be responsible
for posting safety and warning signs when it undertakes any projects, construction, or
work under this Contract.
24.INTELLECTUAL PROPERTY RIGHTS
A. Clarify Ownership of Pre-existing Intellectual Property Rights: Other than
as specifically identified and authorized in this Agreement, no names, logos, trademarks
or copyrighted materials belonging to and/or associated with State shall be used,
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circulated, or published without the express consent of State. Further, no such use,
even if permitted herein, or otherwise, shall be deemed to instill in City any rights of
ownership on such names, logos, trademarks, copyrights or other materials, and any
rights to such use shall not, under any circumstances, continue beyond the term of the
Agreement. Any and all materials provided to City by the State to aid their performance
under this Agreement shall be used by City for the exclusive benefit of the State and for
the authorized purposes under this Agreement only. Such materials shall be treated as
proprietary by City, for the benefit of the State. In the event that City wishes to use
materials provided by the State for any other purpose, City must obtain a separate
license from the State that specifically identifies the licensed material and rights granted
in connection therewith.
Any trademarks and/or copyrights belonging to City prior to the commencement
of the Agreement shall remain in Agency’s sole ownership upon termination of the
Agreement.
During the term of this Agreement, City shall use the name, City of Carlsbad. Any
additional and/or different names may be used only upon written agreement of State.
B. Ownership of New Logos and Trademarks Developed During Agreement:
Any names, logos, and/or trademarks developed during and/or pursuant to this
Agreement that in any way associate with, identify or implicate an affiliation with State
and/or are funded by State Parks shall be approved in writing by State, shall belong to
State upon creation, subject to express written agreement otherwise, and shall continue
in State’s exclusive ownership upon termination of the Agreement. Further, all goodwill
and other rights in said marks shall inure to the benefit of the State as the mark owner.
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C. Ownership of new Copyrights and Intellectual Property Rights, Developed
by City for State Parks, Absent a Separate Written Agreement: All copyrighted materials
developed and created by City for State during the term of this Agreement shall be
deemed to be “works for hire” under the United States Copyright Act 17 USC §101 et
seq. and shall, unless otherwise agreed to in writing, belong to State upon creation, and
continue in State’s exclusive ownership upon termination of this Agreement. Unless
otherwise agreed to in writing, City intends and agrees to assign to State all rights, title,
and interest in and all works created pursuant to this Agreement as well as all related
intellectual property rights.
City agrees to cooperate with State and to execute any document reasonably
necessary to give the foregoing provisions full force and effect including, but not limited
to, an assignment of copyright.
D. City Rights in Separately Created Works: Any copyrighted materials
and/or trademarks developed and created by City separate and apart from this
Agreement shall belong to City and shall continue in City exclusive ownership upon
termination of this Agreement. In the event that any trademarks and/or copyrights are
created by City during the term of this Agreement and same are proposed for use in
connection with City performance under the Agreement, City shall promptly notify State
in writing of its intention to retain ownership in the specific trademarks and/or copyrights.
E. Construction Projects and/or Agency Deliverables: As stated above, any
works developed by City pursuant to this Agreement, including all related copyrights
and other proprietary rights therein, shall be deemed to be “works for hire” under the
United States Copyright Act, 17 USC §101 et seq., and shall belong to State upon
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creation, and continue in State’s exclusive ownership upon termination of this
Agreement. These works shall include, but are not limited to, all drawings, designs,
reports, specifications, notes, images, interpretive panels, and other works developed in
the performance of this Agreement. Upon request, City shall deliver to State the disk or
tape that contains the design files of any work that is performed with the assistance of
computer Aided Design and Drafting Technology, and shall specify the supplier of the
software and hardware necessary to use said design files. Agency intends and agrees
to assign to State all rights, title, and interest in and to such materials as well as all
related copyrights and other proprietary rights therein, unless otherwise agreed to in
writing.
City warrants that it is the sole exclusive owner and has the full right, power, and
authority over all tangible and intangible property deliverable to State in connection with
this Agreement, and that title to such materials conveyed to State shall be delivered free
and clear of all claims, liens, charges, judgments, settlements, encumbrances, or
security interests.
City agrees not to incorporate into or make any deliverables dependent upon any
original works of authorship or Intellectual Property Rights of third parties without (1)
obtaining State prior written permission, and (2) granting to or obtaining for State a
nonexclusive, royalty-free, paid-up, irrevocable, perpetual, world-wide license to use,
reproduce, sell, modify, publicly and privately perform, publicly and privately display,
and distribute, for any purpose whatsoever, any such prior works.
City further warrants that all deliverables do not infringe or violate any patent,
copyright, trademark, trade secret, or any other intellectual property rights of any
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person, entity, or organization. City agrees to execute any documents reasonably
requested by State in connection with securing State’s registration of patent and/or
copyrights or any other statutory protection in such work product including an
assignment of copyright in all deliverables. Agency further agrees to incorporate these
provisions into all of its contracts with architects, engineers, and other consultants or
contractors.
City, at its sole expense, shall hold harmless, protect, defend, and indemnify
State against any infringement action and/or dispute brought by a third party in
connection with any deliverable hereunder. City shall pay all costs, expenses, losses,
damages, judgments, and claims including reasonable attorney’s fees, expert witness
fees, and other costs.
25. GRANT OF STATE’S TRADEMARK LICENSE
A. State hereby grants City, and City hereby accepts a non-exclusive, non-
assignable license to use the State Park Logo (sometimes referred to as the
“Trademark” or “Mark”), created and owned by State, in accordance with the terms and
conditions of the License/Permission for Use of Trademarks which is attached hereto as
“Exhibit E”and incorporated herein by reference. After signature by both City and
State, this License shall authorize the use of the Trademark and associated goodwill in
connection with this Agreement only.
B. A record of each authorized use by City of the Trademark shall be
maintained by City and by State.
C. City and State will use the State Park name, Trademark, and brand
consistent with the State Parks License/Permission for Use of Trademark-Exhibit A,
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which is attached hereto as “Exhibit E, Attachment 1” and incorporated herein by
reference, and the State Park Brand Standards Handbook available at
https://www.parks.ca.gov/pages/735/files/brandhandbookjanuary2007.pdf .
D. The State Park name, Trademark and brand will not be used on City
social media pages.
26. CHILD SUPPORT COMPLIANCE ACT
A. City recognizes the importance of child and family support relating to child
and family support enforcement, including but not limited to, disclosure of information
and compliance with earnings assignment orders as obligations and shall fully comply
with all applicable state and federal laws provided in Chapter 8 (commencing with
§5200) of Part 5 of Division 9 of the Family Code.
B. To the best of its knowledge, City is fully complying with the earnings
assignment orders of all employees and is providing the names of all new employees to
the New Hire Registry maintained by the California Employment Development
Department.
27.DISPUTES
City shall continue with any and all responsibilities under this Agreement during
any dispute.
28.LIMITATION
This Agreement is subject to all valid and existing contracts, leases, licenses,
encumbrances, and claims of title that may affect Premises.
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29.SECTION TITLES
The section titles in this Agreement are inserted only as a matter of convenience
and reference and in no way define, limit, or describe the scope or intent of this
Agreement or in any way affect this Agreement.
30. INSPECTION
State or its authorized representative shall have the right at all reasonable times
to inspect the Premises to determine compliance with the provisions of this Agreement.
31. SUCCESSORS IN INTEREST
Unless otherwise provided in this Agreement, the terms, covenants, and
conditions contained herein shall apply to and bind the heirs, successors, executors,
administrators, and assigns of all the Parties hereto, all of who shall be jointly and
severally liable hereunder.
32. PARTIAL INVALIDITY
If any term, covenant, condition, or provision of this Agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions hereof shall remain in full force and effect and shall in no way be affected,
impaired, or invalidated thereby.
33. DURATION OF PUBLIC FACILITIES
By entering into this Agreement, State makes no stipulation as to the type, size,
location, or duration of public facilities to be maintained at this unit, or the continuation
of State ownership thereof, nor does the State guarantee the accuracy of any financial
or other factual representation that may be made regarding the Premises.
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34. WAIVER OF RIGHTS, CLAIMS, AND AGREEMENT TERMS
Unless otherwise provided by this Agreement, no waiver by either party at any
time of any of the terms, conditions, or covenants of this Agreement shall be deemed as
a waiver at any time thereafter of the same or of any other term, condition, or covenant
herein contained, nor of the strict and prompt performance thereof. No delay, failure, or
omission of the State to re-enter the Premises or to exercise any right, power, or
privilege, or option arising from any breach, nor any subsequent acceptance of rent then
or thereafter accrued shall impair any such right, power, privilege, or option, or be
construed as a waiver of such breach or relinquishment of any right or acquiescence
therein. No notice to City shall be required to restore or revive time as of the essence
after the waiver by the State of any breach. No option, right, power, remedy, or privilege
of the State shall be construed as being exhausted by the exercise thereof in one or
more instances. The rights, powers, options, and remedies given to the State by this
Agreement shall be deemed cumulative.
35. INTERPRETATION OF AGREEMENT
This Agreement is made under and is subject to the laws of the State of
California in all respects as to interpretation, construction, operation, effect, and
performance.
36.INDEPENDENT CONTRACTOR
In the performance of this Agreement, City and the agents and employees of City
shall act in an independent capacity and not as officers or employees or agents of the
State.
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37.MODIFICATIONS AND APPROVAL OF AGREEMENT
This Agreement contains and embraces the entire Agreement between the
Parties hereto and neither it nor any part of it may be changed, altered, modified,
limited, or extended orally or by any Agreement between the Parties unless such
Agreement be expressed in writing, signed, and acknowledged by the State and City or
their successors in interest.
Notwithstanding any of the provisions of this Agreement, the Parties may
hereafter, by mutual consent expressed in writing, agree to modifications thereof,
additions thereto, or terminations thereof, which are not forbidden by law. This
Agreement, amendments, modifications, or termination thereof shall not be effective
until approved by State's relevant control agencies.
38. MISCELLANEOUS
A. Unless otherwise stated, all reference to “days” in this Agreement shall
mean calendar days.
B. Any time City is required to obtain approval, consent, or permission from
State, it shall be in writing.
39.GENERATIVE ARTIFICIAL INTELLIGENCE
A. “Generative AI (GenAI)” means an artificial intelligence system that can
generate derived synthetic content, including text, images, video, and audio that
emulates the structure and characteristics of the system's training data. (Gov. Code §
11549.64.)
a. City shall immediately notify the State in writing if it: (1) intends to
provide GenAI as a deliverable to the State; or (2), intends to utilize
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GenAI, including GenAI from third parties, to complete all or a portion
of any deliverable that materially impacts: (i) functionality of a State
system, (ii) risk to the State, or (iii) Agreement performance. For
avoidance of doubt, the term “materially impacts” shall have the
meaning set forth in State Administrative Manual (SAM) § 4986.2
Definitions for GenAI.
b. Notification shall be provided to the State designee identified in this
Agreement.
c. At the direction of the State, City shall discontinue the provision to the
State of any previously unreported GenAI that results in a material
impact to the functionality of the System, risk to the State, or
Agreement performance, as determined by the State.
d. If the use of previously undisclosed GenAI is approved by the State,
then City will update the Deliverable description, and the Parties will
amend the Agreement accordingly, which may include incorporating
the GenAI Special Provisions into the Agreement, at no additional cost
to the State.
e. The State, at its sole discretion, may consider City failure to disclose or
discontinue the provision or use of GenAI as described above, to
constitute a material breach of Agreement when such failure results in
a material impact to the functionality of the System, risk to the State, or
Agreement performance. The State is entitled to seek any and all
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remedies available to it under law as a result of such breach, including
but not limited to termination of the Agreement.
Signatures Next Page
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IN WITNESS WHEREOF, the Parties have executed this Agreement and shall be
effective once approved by State and control agencies as applicable.
CITY OF CARLSBAD STATE OF CALIFORNIA
DEPARTMENT OF PARKS AND RECREATION
By: ___________________________ By: ___________________________
Title:___________________________ Title:_
Date:___________________________ Date:__________________________
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EXHIBIT A - PREMISES
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EXHIBIT B - 2011 OPERATING AGREEMENT
See attached
EXHIBIT C - OCTOBER 30,1986 EASEMENT
See attached
EXHIBIT D - APRIL 8, 1993 EASEMENT
See attached
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Exhibit B
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Exhibit C
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Exhibit D
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Joint Powers Agreement P23OA005
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EXHIBIT E - LICENSE/PERMISSION FOR USE OF TRADEMARK
State of California – Natural ResourcesAgency
DEPARTMENT OF PARKS AND RECREATION
REQUESTER NAME
City of Carlsbad hereafter called the "Licensee." Subject to the terms
and conditions of this Agreement, the California Department of Parks and Recreation (the "Department") grants permission to use certain
trademarks (the "Mark(s)"), created and owned by the Department, in accordance with the terms and conditions of this License, identified as
follows:
California State Parks logo USPTO Reg. No. 2437051
See Attachment "E1" for additional provisions regarding use of the Mark(s), including specifications, registration, and logo usage guidelines.
Department hereby grants to the Licensee the non-exclusive, non-transferable, non-sublicenseable right and license to use the Mark(s)
pursuant to the terms and conditions of this License from and including from the date this license is signed by both parties, not to exceed
the duration of the Joint Powers Agreement between the Department and Licensee (P23OA005). This License shall automatically terminate
upon early termination of said Agreement The Department shall retain all right, title and interest in and to the Mark(s) provided hereunder.
This License shall authorize the use of the Mark(s) and associated goodwill, in connection with the following only: Authorized activities and/or
programs associated with the efforts of Licensee to perform pursuant to the terms and conditions of the Joint Powers of Authority Agreement
P23OA005 between the parties, dated concurrently herewith.
Any additional use shall require written permission and/or the payment of fees. This permission is non-transferable and non- sublicenseable. This
is not an exclusive privilege to Licensee, and the Department reserves the right to make the Mark(s) available to others. Licensee shall not modify
or alter the Mark(s) in any way without prior written approval from the Department.
All uses of the federally registered Mark(s), including the California State Parks logo, must be accompanied by the federally registered trademark
symbol “®”. All uses of the remaining licensed Mark(s) must be accompanied by the trademark symbol “TM” until such time that Licensee is
notified by the Department that the federal registration symbol “®” should be used.
IN NO EVENT SHALL THE DEPARTMENT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS LICENSE. THE DEPARTMENT
EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON- INFRINGEMENT. PERMISSION TO USE THE MARK(S) IS GRANTED "AS IS."
Licensee agrees to indemnify, protect, hold harmless, and defend the Department from and against any liability that might arise from any and all
use of the Mark(s) by Licensee, its licensees, successors or assigns.
Licensee agrees to pay the Department, upon acceptance of this License, all expenses as follows: No additional expenses.
Goodwill and Quality Control
A. Licensee recognizes the great value and goodwill associated with the Mark(s) and acknowledges that such goodwill belongs to the
Department. Licensee further acknowledges that the Mark(s) have acquired a secondary meaning among the public. Licensee agrees not to take
any action that could be detrimental to the goodwill associated with the Mark(s) or tothe Department.
B.Before Licensee uses the Mark(s) on any materials, it shall send a copy of each representative item showing the proposed use to, and obtain
written approval from the Department. The Department shall have the right to approve the quality of any reproduction of Mark(s) as well as the
conjoining of the Mark(s) with any event, cause or third party.
C.Licensee agrees to inspect and approve its own sponsored uses of the Mark(s) to ensure quality consistent with the goodwill represented by
the Mark(s).
Third Party Infringement
The Department, at its sole discretion, shall take whatever action it deems advisable in connection with any unauthorized use of the Mark(s) by a
third party. The Department shall bear the entire cost and expense associated with any such action, and any recovery or compensation that may
be awarded or otherwise obtained as a result of any such action shall belong to the Department.
The provisions above constitute page 1 of 2 of this agreement. Page 2 must be initialed by both parties for this agreement to be valid.
AGREED AND ACCEPTED
State of California
Department of Parks and Recreation
LICENSEE
City of Carlsbad
BY DATE BY DATE
PRINTED NAME OF PERSON SIGNING
Armando Quintero
PRINTED NAME AND TITLE OF PERSON SIGNING
TITLE
Director
DISTRICT/SECTION ADDRESS
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Joint Powers Agreement P23OA005
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PHONE NO. EMAIL PHONE NO. EMAIL
EXHIBIT E - LICENSE/PERMISSION FOR USE OF TRADEMARK
StateofCalifornia – Natural ResourcesAgency
DEPARTMENT OF PARKS AND RECREATION
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The provisions below constitute page 2 of 2 of this agreement. This page must be initialed by both parties for this agreement to be valid.
Ownership Rights
Licensee acknowledges the Department's exclusive right, titles and interest in and to the Mark(s). Licensee further covenants that it shall not at any
time challenge or contest the validity, ownership, title and registration of the Department in and to the intellectual property or the validity of this
License. Licensee’s use of the Mark(s) shall inure to the benefit of the Department. If Licensee acquires any trade rights, trademarks, equities, titles,
or other rights in and to the Mark(s), by operation of law, usage, or otherwise, Licensee shall, upon the expiration of this License, assign and transfer
the same to the Department without any consideration other than the consideration of the License. All rights not specifically transferred by this License are reserved to the Department.
Termination
A.The Department shall have the right to terminate the License without cause upon thirty (60) days notice, whereupon all rights granted herein
shall revert immediately to the Department.
B. Upon early termination by the Department or by expiration of the License, the License shall terminate, Licensee’s rights shall cease immediately
and Licensee shall discontinue all use of the Mark(s) and/or other licensed property at once. Licensee shall dispose of all goods, works and
materials bearing or relating to the Mark(s) in accordance with the Department's instructions and consistent with the terms and conditions of the
Cooperating Association Agreement.
No Partnership or Agency Created
Nothing herein shall be construed to constitute the parties hereto as partners or joint venturers, nor shall any similar relationship be deemed to exist
between them. Further, nothing in this License shall make one party the agent of the other, and neither party has power or authority to bind the
other.
Applicable Law
This License shall be construed in accordance with the laws of the State of California; Licensee consents to jurisdiction of the courts of Sacramento,
California.
Integration
This License, Attachment “E1” hereto and the Cooperating Association Agreement referenced herein constitute the entire agreement between the
parties hereto with respect to the matters covered herein and shall not be modified, amended, or changed in any way except by written agreement
signed by both parties hereto. This License shall be binding upon and shall inure to the benefit of the parties, their successors, and assigns.
Notices
All notices and reports to be sent to the Department shall be in writing and shall be mailed or delivered to California Department of Parks and
Recreation, Partnerships Division, PO Box 942896, Sacramento CA 94296-0001. All notices to be sent to Licensee shall be mailed or delivered to
the address specified on the first page of the License form. All notices and reports shall be deemed delivered immediately upon personal delivery,
or, if mailed, three (3) days after being deposited in the United States mail system, postage prepaid, first class mail, and properly addressed. The
Department and Licensee shall provide notice to the other of any change in address.
Modifications
This License may not be modified except by a written instrument, signed by both parties, making specific reference to this License by date, parties
and subject matter.
Severability
The invalidity or unenforceability of any provision of this License, or the invalidity or unenforceability of any provision of this License as applied to a
particular occurrence or circumstance, shall not affect the validity or enforceability of any of the other provisions of this License or any other
applications of such provisions, as the case may be.
Attorney’s Fees
If litigation becomes necessary to secure compliance with the terms and conditions of this License, to recover damages and/or to terminate the
License, the prevailing party in any legal action shall be entitled to recover reasonable attorney fees and expenses incurred.
AGREED AND ACCEPTED
LICENSOR'S INITIALS DATE LICENSEE'SINITIALS DATE
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EXHIBIT E – ATTACHMENT 1
Logo Use by External Entities
Use of the logo is restricted to Department publications and activities, unless the
Department allows otherwise. Use of the logo by external entities must not be allowed
unless any association created through use of the logo is consistent with promoting the
goodwill of the Department and the Department’s goals. Logo use by external entities
must be documented with specific licensing language, signed by both parties, either as
part of a contract or as a stand-alone licensing agreement. When the Department allows
the logo to be used by an external entity on material not copyrighted to the Department,
the following policies apply:
• A written license agreement must be executed by the Department and the third party
entity, confirming the terms and conditions of use. This may be incorporated into an
existing agreement (e.g., a cooperating association contract, concession contract, or
donor agreement) or may be crafted as a separate license agreement. Separate
license agreements must be approved by the Interpretation and Education Division.
• The logo may not be the most prominent design element (unless the license
agreement states otherwise, such as when the logo is used on uniforms and
merchandise).
• The logo may not be used in a manner that implies editorial content has been
authored by or represents the views or opinions of the Department.
• The logo may not be used in any venue that displays adult content, promotes
gambling, involves the sale of tobacco or alcohol, or otherwise violates applicable
law.
• The logo may not be used in a manner that is determined by the Department in its
sole discretion to be misleading, defamatory, infringing, libelous, disparaging,
obscene, or otherwise objectionable.
• For each specific use of the trademark (except in the cases of use by cooperating
associations and concessionaires), advance approval must be obtained from the
Chief of the Interpretation and Education Division, or the Director.
.Visual Display of the Logo
Unless otherwise authorized by the Chief of the Interpretation and Education Division,
use the logo only as represented in these Guidelines.
Registration Symbol
• Because the logo is a trademark registered with the U.S. Patent and Trademark
Office, the registration symbol ® must be used in connection with each use of the
logo, unless it is infeasible from a design or fabrication standpoint (such as for
patches or decals).
Logo Components
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• Do not alter the logo components or use the components of the logo separately. For
instance, the bear cannot be used alone or replaced with another element and/or the
lettering cannot be used without the bear or replaced with different words.
• The font used for the text in the logo is Lithos. The text in the logo has been
converted so that users do not need to have this font loaded on their computers in
order to reproduce the logo.
Colors
• It is best to reproduce the logo using the Pantone (PMS) colors shown below. When
reproducing these colors in full-color process inks (CMYK), or on screen (RGB), the
screen tints listed below should be used. The following Pantone colors are used in
the design of the logo: PMS 123-Yellow, PMS 281-Blue, PMS 364-Green, PMS 490-
Brown, PMS 4715 Brown (outline). The yellow background is a gradation of PMS
123. No other colors may be used in the four-color version of the logo.
PMS 123-Yellow CMYK: C-0, M-21, Y-88, K-0 RGB: R-253, G-200, B-47
PMS 281-Blue CMYK: C-100, M-85, Y-5, K-20 RGB: R-0, G-38, B-100
PMS 364-Green CMYK: C-73, M-9, Y-94, K-39 RGB: R-66, G-119, B-48
PMS 490-Brown CMYK: C-29, M-85, Y-54, K-72 RGB: R-91, G-43, B-47
PMS 4715-Brown CMYK: C-13, M-47, Y-43, K-38 RGB: R-150, G-109, B-91
• Do not convert the four-color logo to grayscale. Instead use the black-and-white
version of the logo.
• Do not copy the four-color logo on a black ink photocopier (except in the case of
providing printouts of presentations that use the logo). Instead the black-and-white
version of the logo should be used.
• The logo, in both four-color and black-and-white, may be used on colored paper and
fabric.
• When printing in one or two colors, use the black-and-white version of the logo in a
color being used for printing. When printing in two colors, the logo should be printed
in the darker of the two colors.
• When embroidering the logo or screening it onto fabric, use the four-color version of
the logo or reproduce the logo in any single color. Do not reproduce the logo in any
two- or three-color combinations.
Appearance
• The logo must always appear clear and crisp. In order to meet this requirement, it
should be printed at a minimum of 300 DPI.
• Do not tilt, skew, or distort the logo.
• In order to maintain clarity, do not use the logo at a size smaller than 5/8” in
diameter.
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• Reproduce the logo only from camera-ready proofs or electronic printing files. Do not
redraw or trace the logo.
• Do not download and use the logo from the Department’s web site. It is not suitable
due to its low resolution.
Placement
• Do not crop, overprint, screen or superimpose the logo or print it behind art or copy.
• To make sure the logo stands out clearly, it must be placed within an area of
unobstructed space. This also applies to the placement of the logo relative to the
edge of a page or screen. There are two ways to determine the clear zone around
the logo:
1. The space must be the height of the letter “I” in the word “CALIFORNIA” in the
logo.
2. The space must be approximately 1/8 of the width of the logo. For example, if the
logo is 2 inches across, then the clear zone would measure 1/4 of an inch.
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