HomeMy WebLinkAbout2010-06-16 City Council Agenda Packet
1 06/16/10
MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER
DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY
CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS.
Agenda posted according to PAMC Section 2.04.070. A binder containing supporting materials is available in the Council
Chambers on the Friday preceding the meeting.
Special Meeting
Council Chambers
June 16, 2010
6:00 PM
ROLL CALL
ORAL COMMUNICATIONS
Members of the public may speak to any item not on the agenda; three minutes per speaker. Council reserves the right to limit the duration or Oral Communications period to 30 minutes.
STUDY SESSION
Joint Meeting With the Palo Alto City Council, Foothill De Anza College Board
of Trustees, and Palo Alto School District Board Regarding Foothill De Anza
Interest in Purchasing City Property Within Cubberley Campus
ADJOURNMENT
Persons with disabilities who require auxiliary aids or services in using City facilities, services, or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact
650-329-2550 (Voice) 24 hours in advance.
Special Joint Meeting with
Foothill/DeAnza Community College Trustees,
Palo Alto Unified School District Board and Palo Alto City Council
Council Chambers
June 16, 2010
6 pm
1. Roll Call
2. Welcome and Meeting Objectives
3. Background Presentation by the City of Palo Alto
4. Presentation by Palo Alto Unified School District
5. Presentation by Foothill/DeAnza Community College District
6. Questions and Discussion
7. Oral Communications
8. Adjournment
' . • ~ ..... ~ .... o:i'i.~'(,.'-1
LEASE AND COVENANT NOT TO DEVELOP
This Lease and Covenant Not To Develop ("Lease") dated September 1, 1989,
for reference purposes only, is made and entered into by and between the Palo Alto
Unified School District ("District") and the City of Palo Alto ("City"), a municipal
corporation.
1.0 DEFINITIONS AND PREVIOUS AGREEMENTS
1.1 Definitions
1.1.1 ~. The term "City" means the City of Palo Alto, a charter
city and municipal corporation duly organized and existing pursuant to the
Constitution and laws of the State of California.
1.1.2 District. The term "District" means the Palo Alto "Unified
School District, a unified school district organized and existing pursuant to the
laws of the State of California.
1.1.3 District Purposes. The term "District purposes" means the
District's using a Site for any District purpose, including 'but not limited to
classrooms, administrative offices, and training centers for District personnel,
but not for the purpose, either direct or indirect, of selling the Site or any other
District school site or leasing that Site or any other District school site for non-
district uses.
1.1.4 ~. The term "Sites" means all of that certain real
property situated in the city described in Exhibits A through G, attached hereto.
1.1.5 Leased Site -Cubberley Site. The term "Leased Site" means
all of that certain real property situated in the City described in Exhibit A attached
hereto and made a part hereof, and all improvements thereon as of the date of
execution hereof.
1.1.6 Jordan Site. The term "Jordan Site" means all of that
certain real property situated in the City described in Exhibit B attached hereto
and made a part hereof.
1.1.7 Jane Lathrop Stanford Site. The term "Jane Lathrop
Stanford Site" means all of that certain real property situated in the City described
in Exhibit C attached hereto and made a part hereof.
1.1.8 Covenanted Sites. The term "Covenanted Sites" means all of
that certain real property situated in the City described in Exhibits B, C, D, E, F
and G attached hereto and made a part hereof.
1.1.9 Ohlone Site. The term "Ohlone Site" means all of that certain
real property, commonly known as the "Old Ohlone Site", situated in the City
described in Exhibit D attached hereto and made a part hereof. '
1
1.1.10 Garland Site. The term "Garland Site" means all of that
certain real property situated in the City described in Exhibit E attached hereto
and made a part hereof.
1.1.11 Greendell Site. The term "Greendell Site" means all of that
certain real property situated in the City described in Exhibit F attached hereto
and made a part hereof.
1.1.12 Jordan Turf Site. The term "Jordan Turf Site" means all of
that certain real property situated in the City described in Exhibit G attached
hereto and made a part hereof.
1.1.13 Extended Day Care. Extended Day Care means 1) childcare
services provided during the school year to grade school students for the periods a)
6:30 am and the scheduled start of school and b) the earliest scheduled end of
school and· 6:30 pm Monday through Friday. 2) child care services provided on
non-school days from 6:30 am to 6:30 pm Monday through Friday, or as City
deems appropriate.
1.2 Previous A~eementS'
1.2.1 The District and City have previously ent~red into the
following agreements:
(a) Lease and Covenant Not to Develop dated December 22,
1987 and amended on March 29, 1988 and on January 24,
1989.
(b) Interim Lease for the Jordan School dated March 29,
1988 and amended on January 24,1989.
(c) Jordan Turf and Outdoor Recreation Area Lease dated
April 8, 1986.
(d) Cubberley Turf and Outdoor Recreation Area Lease
dated January 17,1985.
(e) Cubberley Gym B Lease dated March 29, 1988.
(f) Garland Turf and Outdoor Recreation Area Lease dated
April 8, 1986.
1.2.2 All of the above listed agreements between the City and the
District shall terminate on December 31, 1989 provided, however, the City's and
District's obligations shall remain in full force regarding installation of back flow
preventers, refurbishing playing fields and installation of sprinkler system as
specified in Section 6.8 of that certain document titled "Amendment No.2 to the
Lease and Covenant Not to Develop dated January 24, 1989".
2
2.0 PAYMENT
2.1 Base Payment for Leased Site. City shall pay to District for each
calendar year of the term of this Lease, a base payment (the "base payment") of
$2.700,000 dollars to be paid in twelve monthly installments for lease of the
Cubberley Site more fully described in Section 3.0 of this agreement.
2.2 Payment for Covenanted Sites. The City shall pay annually to
District the following amounts for the Covenant Not to Develop, more fully
described in Section 4.0 of this agreement.
, , ' ·Ohlone $204,742
(11'\ ,/Garland $182,804
(\",' Greendell $182,804
Jane Lathrop Stanford $236,000
J orda.n, $164,000 '17' ( ( L, >'(",; 'j.,JP'y 2.3 Payment fOr Extended Day Care Spaces. As consideration, for use of
the eleven spaces pursuant to Section 5.0 of this agreement, City shall pay '.
annually to District the sum ofj$30Q,QOOjor $27,273 per space. All payments to
District by City shall be made in twelve (12) equal installments payable monthly
commencing on January 31, 1990. '
Payment for additional spaces shall be at the adjusted rate for child care
space as provided for in Sections 2.3 and 2.7 of this agreement.
2.4 Covenant to Budg-et and Appropriate. Subject to Section 6.5.2(a), City
covenants to take such action as may be necessary to include Lease payments due
hereunder in its annual budget and annually to appropriate an amount necessary
to make such Lease payments.
2.5 Manner of Payment. District shall annually invoice the City for the
monthly payments to be made to the District during the following year provided,
however, the failure of the District to provide City with such invoice shall not
relieve the City of its responsibility to make full and appropriate payments to
District. Payment shall be payable in lawful money of the United States to the
order of the District at 25 Churchill Avenue, Palo Alto,CA 94306, Attention:
Business Manager, or such other place as the City and the District shall mutually
agree. City's obligation to make payments for any partial month shall be prorated
on the basis of a thirty (30) day month.
2.6 Late Payment Charge. If any installment of payment or any other
sum due from City is not received by District within fifteen (15) days after the due
date, City shall pay to District an additional sum equal to a half percent (112%) of
the amount overdue for each month the payment is delinquent.
2.7 Payment Adjustment.
3
2.7.1 "Payment" means all payments due from City to District
pursuant to this Lease.
2.7.2 There shall be three types of payment adjustments. They
shall be called:
1. the annual payment adjustment
2. the five year payment adjustment
3. the last year payment adjustment
2.7.3 petermining the Annual Payment Adjustment. The
Payment shall be adjusted annually on the· anniversary of the commencement
date of this Lease in the following manner: The most recently published monthly
Consumer Price Index (All Urban Consumers 1982-84 = 100) for the San
Francisco-Oakland-San Jose Metropolitan Area published by the United States
Department of Labor, Bureau of Labor Statistics ("Index"), for the month
preceding anniversary date of the commencement date of this Lease ("New
Index"), shall be compared with the Index published in the same month of the
previous year ("Current Index"). If the New Index is greater than the Current
Index, the Payment shall be adjusted. by multiplying the current annual Payment
by a number comprised of1 + a fraction, the numerator of which is the New Index
minus the Current Index and the denominator of which is the Current Index. If
the New Index is less than the Current Index, the Payment shall remain the
same as the previous year, but the percentage decrease shall be applied to offset
subsequent annual Payment increases, if any, or used to calculate the Five-Year
Payment Adjustment provided in Section 2.7.4.
Adjustment is illustrated by the following formula (for example
calculations, see Exhibit H):.
R = P [1 + CA:ID ]
B
R = Annual Payment for upcoming lease year (New payment)
P = Current annual Payment
A = New Index: the most recently published Index prior to the month
in which the adjustment is to become effective.
B = Current Index: the Index published for the same month as the
Index used in "A" prior to the commencement of the previous lease
year.
If the quotient of the New Index minus the Current Index divided by the Current
Index CA:ID
B
is greater than 7.5%, the difference between the quotient and 7.5% shall be divided
by two and added to 7.5%, but in no event shall the new annual Payment exceed
4
108% of the current annual Payment for the years 1991 and 1992. After 1992, the
new annual Payment shall not exceed 110% of the current annual Payment in
each succeeding year unless the City elects to apply the full adjustment instead of·
accumulating the Index change in excess of the adjustment caps as provided in
the next section for the Five Year Payment Adjustments. Both the maximum.
adjustments of one-half the increase over 7.5% up to the respective 108% and 110%
maximums and the 108% and 110% limits themselves are referred to as
"adjustment caps".
After 1992, to the extent that there is an increase in the Index that is not
incorporated in the annual Payment because it exceeds the adjustment cap, and
the City does not elect to pay the full increase in the year in which it is due, such
increase in excess of the adjustment cap shall be added to the subsequent annual
revision in the Index, provided the adjustment cap is not exceeded for that year.
There shall not be a decrease in the annual Payment if the new Index is
less than the Current Index; however, if in any given year or years after 1992 the
New Index is less than the Current Index, the resulting decrease shall be applied
against subsequent annual Index increases in making the annual Payment
adjustment.
2.7.4 Determining the Five-Year Payment Adjustments.
Notwithstanding the limitation imposed by the adjustment caps and limitation
imposed on applying Index decreases, both of which limitations are provided in
Section 2.7.3, the actual change in the Index, expressed as a percentage increase
or percentage decrease and which change is not incorporated in an adjustment of
the annual Payment in any given year, at the election of the City, shall accrue as
an aggregate percentage, whether or not such percentage is greater than 10% or
represents a decrease in the Index over time. This aggregate percentage may he
referred to as a "bank". The ending annual Payment in the 5th, lOth, 15th, and
20th years shall be adjusted by the aggregate percentage in the "bank" at that time
without regard to any limitations (except limitations which occur in 1991 or 1992)
in order to arrive at the annual Payment for the sixth, eleventh, sixteenth and
twenty-first years of the Lease.
The annual Payment for the final year in any five year period shall be
multiplied by a number comprised of 1 + the accrued balance of the "bank" at the
end of the five year period regardless of the fact that this balance may exceed 1.10
or be less than 1.0.
That recalculated fifth year annual Payment shall serve as the base annual
Payment which shall be adjusted by the change in the Consumer Price Index
between the fifth and sixth years, the tenth and eleventh years, the fifteenth and
sixteenth years and the twentieth and twenty-first years of this Lease according to
the methodology described in Section 2.7.3.
To the extent that there is an increase-·or decrease not incorporated in
annual Payment after calculating the annual adjustment for the 6th, 11 th, 16th,
and 21 st years, such increase or decrease shall accrue in the "bank" to be
5
reconciled at the end of the next five year period.
The recalculation of the payment at the commencement of each new 5-year
period shall incorporate all the provisions contained in paragraph 1 of this
Section and Section 2.7.3.
Each 5-year Adjustment is illustrated by the following formula (for example
calculations, see Exhibit H):
Its = [Rs (1+ Y)] x [1 + (A6-B6)]
Bs
Rs = 6th year annual Payment
Rs = 5th year annual Payment
y = "Bank" balance of aggregated Index changes as yet unadjusted
according to the formula or at the election of City and expressed as
a percentage (a three place decimal)
As = New Index: the most recently published Index prior to the month
in which the adjustment is to become effective in year 6.
Bs = Current Index: the Index published for the same month as the new
Index prior to the commencement of the previous lease year (As).
Subsequent five year Payment adjustments (Ru, RIS, R2I, and Hr, where f =
the annual Payment in the final year of the Lease) shall be made according to the
same formula.
2.7.5 Determining the Last Year Payment Adjustment. This
adjustment occurs at whatever point the lease terminates.
The annual Payment for the final year shall be adjusted in the manner
provided for the Five Year Payment Adjustment in Section 2.3.4, except that the
recalculation of what the annual Payment would have been without adjustment
caps or the limitation on the application of Index decreases shall be performed
with respect to the year immediately preceding the year of termination.
3.0 CUBBERLEY LEASE
District hereby leases to City and City hereby leases from District for the
term, at the rental, and upon all the conditions set forth herein, the Leased Site
commonly known as "Cubberley Schoo!'.' situated in the City of Palo Alto described
in Exhibit A attached hereto and made a part hereof and all improvements
thereon. The total acreage of the Leased Site is approximately 35 acres of which
11.8 acres is outdoor recreation area; the remaining 24.2 acres is comprised of
parking lot area, walkways, and approximately 180,000 square feet of buildings;
6
however, it is understood that such acreage and square footage figures are only
approximate and have not been precisely determined.
3.1 Condition. Possession. and Surrender of Leased Site
3.1.1 No Representation Regarding Leased Site. District has made
no representations or warranties with respect to the Leased Site and no rights,
easements or licenses are acquired by City by implication or otherwise except as
are expressly set forth herein. District shall not he responsible for any latent
defect or change in the condition of the Leased Site, except as set forth in Section
3.3 hereto, and the payments due hereunder shall in no case be withheld or
diminished on account of any defect in the Leased Site nor for any change of
condition, nor for any damage occurring thereto, nor because of any violation of
law.
3.1.2 Condition of Leased Site. City does hereby represent and
warrant to District that City is fully acquainted with the nature and condition, in
all respects, except with respect to underground tanks or toxic materials as set
forth in Section 3.3 hereto, of the Leased Site, including, but not limited to, the title
of District, the soil and geology of the land, and the condition of the improvements.
City agrees that the Leased Site is adequate and suitable for its purposes and
accepts the Leased Site in its existing condition "as is", except as set forth in
Section 3.3 hereto. .
3.1.3 Acceptance and Surrender of Leased Site. Prior to entry of
the Leased Site hereunder, District shall disclose in writing all defects in the
structures on the Leased Site known to the District and any law that the District
knows is not currently being complied with. Notwithstanding the preceding
sentence, District shall not be required to conduct any inspections or review any
applicable law, but shall only be required to disclose information regarding
defects or laws which it has on hand or in its files. City and District shall inspect
the Leased Site and City and District agree that the Leased Site is in the condition
as described in Exhibit I hereto.
3.1.4 District shall surrender the Leased Site to City at the
commencement of this Lease free of any tenant obligations, except as set forth on
Exhibit J, and the City shall likewise surrender the Leased Site at the termination
of this Lease free of any tenant obligations. .
City understands that a portion of the Leased Site is presently subject to the
leases set forth on Exhibit J and agrees to an assignment of said leases from
District to City. District shall, upon execution of this Lease, assign its rights as
Lessor under the leases set forth in Exhibit J to City.
3.1.5 Delay in Delivery of Possession. The District shall deliver
possession of the Leased Site to City on the commencement date. If District does
not deliver possession on commencement date, then City, at its option, may
terminate the Lease by written notice delivered to Districtwithin ten (10) days of
scheduled commencement date, in which event neither party shall have any
7
further obligation or liability to the other, unless delay is caused by acts of God,
strikes, war, governmental bodies other than the City, weather, destruction and
any delays beyond District's reasonable control.
3.1.6 Early Occupancy. If City is permitted by District to occupy
the Leased Site prior to the Commencement Date for the purposes of repairing or
installing fixtures or for any other purpose permitted by District, all of the terms
and provisions hereof shall be applicable as of the date of such occupancy, except
for the obligation to pay rent which shall commence on the Commencement Date.
3.2 Uses of Leased Site
3.2.1 Permitted Uses. The Leased Site shall be used and occupied
for any lawful purpose.
3.3 Toxic Materials
3.3.1 "Toxic Materials" for the purposes of this Section are defined
as any hazardous, toxic, or radioactive materials, including, but not limited to
those materials identified in Sections 66680 and 66685 of Title 22 of the California
Administrative Code,Division 4, Chapter 30, as amended from time to time.
3.3.2 City shall indemnify and hold District harmless from any
and all costs, claims, judgments, including District's attorneys' fees and court
costs, relating to the storage, placement or use of Toxic Materials by City on or
about the Leased Site. City shall reimburse District for (i) all costs of cleanup or
other alterations to the Leased Site necessitated by City's use, storage, or disposal
of Toxic Materials; and (ii) any diminution in the fair market value of the Leased
Site caused by City's use, storage, or disposal of Toxic Materials. The obligations
of City under this Section 3.3.2 shall survive the expiration of the Lease term.
3.3.3 In the event of an emergency, City may act without District
approval to cure or eliminate any dangerous condition which may give rise to a
claim against the City. An emergency shall be defined as an unforeseen
combination of circumstances or resulting state that calls for immediate action.
3.3.4 District has provided City with an asbestos report on the
Leased Site attached hereto as Exhibit K. To District's knowledge', no other
asbestos conditions exist on the Leased Site. City accepts the Leased Site subject to
its existing conditions and shall bear any costs associated with encapsulation
andlor removal of asbestos. City shall also be responsible for compliance with the
Asbestos Hazard Emergency Response Act and any other state or federal
regulations, existing or subsequently enacted, relating to asbestos conditions on
the Leased Site.
3.3.5 District shall indemnify and hold City harmless from any
and all costs, claims, judgments, losses, demands, causes of action, proceedings
or hearings, including City's attorneys' fees and court costs, relating to the
storage, placement or use of Toxic Materials or underground tanks existing on or
8
about the Leased Site before the commencement of this lease, whether or not the
parties are aware of the existence of any such underground tanks or any such use
of Toxic Materials. District shall pro rata reduce rent and reimburse City for (i)
losses in or reductions to rental income or City's use of the Leased Site resulting
from District's use, storage or disposal of Toxic Materials or underground tanks,
and (ii) if required by law to clean up the Leased Site, all costs of clean-up or other
alterations to the Leased Site necessitated by District's use, storage or disposal of
Toxic Materials or underground tanks. If not required by law to so clean up the
Leased Site and if District elects not to clean up said site, City shall have the right
to terminate this lease as to the Leased Site upon sixty (60) days notice to the
District and the lease payment shall be adjusted accordingly. The obligations of
District under this Section 3.3.5 shall survive the expiration of the lease term.
3.3.6 In the event that money has become available from the State
of California for the cleanup of asbestos, District shall attempt in good faith to
obtain a share of such funds to be applied to necessary cleanup work at the
Cubberley Site. .
3.4 Utilities and Maintenance
3.4.1 City Responsibility. It shall be the responsibility of City to
provide and pay the cost of all maintenance and repair on the Leased Site
including, but not limited to, all interior and exterior work on the Buildings on the
Leased Site and all plumbing, fire sprinkler, sewage, heating, ventilation, air
conditioning, roof repair and replacement, electrical and lighting facilities,
irrigation systems, ·tennis courts, fences, athletic equipment, attendant
landscaping, litter collection and removal. Such maintenance shall be in accord
with standards acceptable to the City and such standards shall be, at a minimum,
those of the District in maintaining school sites not being used for classroom
purposes as of June 30,1989.
City shall, at City's expense, promptly comply with the requirements of
every applicable law with respect to the condition, maintenance, use or occupation
of the Leased Site including the making of any alteration or addition to, or any
structure upon, connected with, or pertinent to the land, whether or not such
alteration be structural, or be required on account of any particular use to which
the Leased Site or any part thereof, may be or is now put, and whether or not such
law be of a kind now within the contemplation of the parties hereto, except as set
forth in ·Section 3.3 hereto; and shall likewise comply with any applicable
regulation or order of any applicable Board of Fire Underwriters or other body
having similar functions,or of any liability or fire insurance company by which
City may be insured. However, City and District agree to renegotiate this Lease if
any new law or regulation necessitates the City's expending, in any calendar
year, $250,000 or more. .
3.4.2 District Responsibility. District shall not be required or
obligated to make any changes, alterations, additions, improvements or repairs
in, on, or about the Leased Site, or any part thereof, during the term of this Lease,
except as set forth in Section 3.3 hereto except to the extent District may have
9
obligations and responsibilities as a Lessee.
3.4.3 Utility Costs. City shall pay all costs of utility and scavenger
services delivered to the Leased Site.
3.4.4 Notice. The person to whom the District may report any
maintenance problems associated with the Leased Site is the City's Manager,
Real Property.
3.5 Alterations and Improvements
3.5.1 City may make such alterations, additions, improvements, or
structural changes of whatever nature it deems necessary for its effective use of
the Leased Site without District approval. The cost of any alteration, addition,
improvement, or structural change shall be borne by City, unless otherwise
agreed in writing by District. City shall give District thirty (30) days prior notice
before making any improvement, demolition or reconstruction estimated to cost
more than $100,000 for the purpose of providing an opportunity for District
comment. At the termination of this Lease, at its cost, City shall:
(a) Restore those portions of the Leased Site improved by
City or Subtenants to a condition equal to or better thanthen ~pplicable
requirements of the State Architect or other appropriate State agency for school
buildings unless otherwise agreed by District in writing; and
(b) Notwithstanding the fact that the buildings on the
Leased Site contain 180,000 sf+, return Leased Site to District containing a
minimum of150,000 square feet of buildings unless otherwise agreed by District
in writing.
3.5.2 In the event of an emergency, City may act without notice to
District to cure or eliminate any dangerous condition which may give rise to a
claim against the City. An emergency shall be defined as an unforeseen
combination of circumstances or resulting state that calls for immediate action.
3.5.3 The improvements, including the additions and alterations,
when completed, shall comply with all applicable laws and shall likewise comply
with any applicable regulations or order of the applicable Board of Fire
Underwriters or other agency having similar functions, or of any liability or fire
insurance company by which City may be insured. District will, upon thirty days
prior written notice from City, execute any documents required to be signed on its
part to obtain any necessary final inspection report (except that District shall not
be obligated to incur any obligation or liability thereby.)
3.5.4 The parties recognize that under current law, including the
California Law of Mechanics Liens, a lien cannot attach to publicly owned
property. However, if at any time such laws have changed, thereby permitting
any lien, charge or encumbrance upon the Leased Site, neither City nor District
shall permit to remain, and shall promptly discharge, at the appropriate party's
10
expense, all stop notices, liens, encumbrances or charges upon the Leased Site or
any part thereof. Neither party shall permit any mechanic's or materialmen's
liens or any other claims or demands of any nature, arising from any work by
such party of construction, repair, restoration, or reploval as herein provided, to
be foreclosed against the Leased Site or any part thereof. In the event either party
permits any mechanic's or materialmen's liens to be levied upon the Leased Site,
the failure of such party to remove said liens within 90 days thereafter, shall be a
material default hereunder.
3.6 Operatin~ Expenses. City shall pay all Operating Expenses for the
Leased Site .. The term "Operating Expenses" shall mean all costs and
disbursements which City shall payor become obligated to pay in connection with
the maintenance, repair and operation of the Leased Site.
3.7 Taxes
3.7.1 Real and Personal Property Taxes, City shall pay, prior to
delinquency, any taxes, fees, assessments or public charges, assessed to District
or City, including but not limited to, assessments for public improvements or
benefits, which shall be imposed upon the Leased Site, City's estate in this Lease
or City's leasehold improvements, trade fixtures, furnishings, equipment and
other personal property of City located on the Leased Sites.
3,7.2 Possessory Interest. In the event a possessory interest tax
accrues to the Leased Site, it is understood that City shall pay all such tax in its
entirety prior to delinquency, City shall be responsible for filing any required
possessory interest forms for the Leased Site with the County of Santa Clara.
3,7.3 Nonuse Tax: City and District shall divide equally any
nonuse taxes for the Leased Site, as required by Education Code Section 39015, or
successor legislation.
3,8 Insurance
3,8.1 City's Liability Insurance. City shall keep in force during
the term hereof, at City's expense, and City shall cause District to be named as
"additional insured" thereunder, liability insurance for coverage up to $5 million
per person and $5 million per accident, and property damage of $1 million
combined single limit. The City's insurance shall be primary and any coverage
maintained by the District shall be excess to the coverage required to be provided
by the City and not contributive to City's insurance. Copies of said policies or
certificates thereof shall be deposited with District and the City shall obtain the
written agreement of insurers to notify the District in writing 30 days prior to any
termination or nonrenewal of insurance. City may satisfy such insurance
requirements by endorsement to existing policies. Should the City choose not to
purchase insurance, coverage will be provided by either the City's self-insuring
for the required amounts or the City's enteIjng into a pooling program with
applicable coverage. Coverage in excess of the City's $1 million self-insured
retention may be provided by the City's participation within the ACCEL Joint
11
Powers Agreement. Coverage by ACCEL must be approved by said board of
directors. City shall inform District within thirty (30) days of any change relating
to specific lines of coverage.
3.8.2 City's Property Insurance. City shall keep in force during
the term hereof, at City's expense, property insurance against loss or damage to
the improvements on the Leased Site by fire, vandalism, malicious mischief, and
all hazards included in all risk coverage, excluding asbestos and earthquake
coverage, in such amounts as may be sufficient at all times to prevent District or
City from becoming co-insurers under the provisions of applicl;lble policies and
insurance, but in any event in an amount not less than 100% of the replacement
cost of the improvements. In determining the replacement cost of the
improvements, foundation shall be excluded unless the insurer or insurers shall
require the inclusion of same in their determination of such replacement costs.
City shall also keep in force during the term hereof, at City's expense,
adequate boiler and pressure vessel insurance policies in the limits of at least
$500,000 per occurrence, insuring the District against any and all liability
resulting from the operation of any of the heating plants and/or pressure vessels
located on the Leased Sites provided that the boilers and machinery on the Leased
Sites have been certified by a state certified Boiler and Machinery Inspector.
The parties recognize that the insurance practices of a municipality may
differ from that of private parties and may change from time to time.
Accordingly, during any period of time in which the city maintains insurance as
a regular practice on the buildings and structures it owns, City shall maintain
the insurance required by this Section. During any period of time in which City
as a regular practice has not maintained insurance but rather self insures, or
participates in a Joint Power Agreement with other governmental entities, its
buildings and structures, City may insure the Leased Site in this manner, and
City shall be liable for any casualty or injury.
3r9 Damage or Destruction
I
3.9.1 In the event of damage or destruction on the Leased Site, City
shall, at no cost or expense to District, whether or not any particular casualty is
covered by insurance, either promptly repair or rebuild the same so as to make
the building at least equal in value to the building existing immediately prior to
such occurrence and as nearly similar to it in character as shall be practicable
and reasonable, or it may choose to terminate this Lease as to the Cubberley Site
only and pay to District all insurance proceeds payable to City as a result of such
casualty, provided that if District intends not to rebuild the building(s) (excluding
accessory buildings) where the casualty occurred, within two years of the
casualty, District and City shall divide equally the insurance proceeds. In the
event the City self insures pursuant to Section 3.8.2, City shall pay to District an
amount equal to the full replacement cost of the improvements if it terminates the
Lease pursuant to this Section.
3.9.2 City's obligation to make payments and to perform all its
12
covenants and conditions shall not be affected by any damage or destruction of the
improvements, and City hereby waives the provisions of any law now or hereafter
in effect contrary to such obligations of City, as herein set forth, or which relieves
City therefrom. Without limiting the generality of the foregoing, City hereby
waives the provisions of Section 1932 of the California Civil Code with respect to
putting the property in good condition or repairing it.
3.10 Condemnation or Possession. If any part of the Leased Site shall be
taken for any public, or quasi-public use, under any statute or by right of eminent
domain or purchase in lieu thereof, or if any part of the Leased Site is possessed
(excluding lease-backs) by the District, this Lease shall be re-negotiated. If the
parties in good faith cannot reach agreement on amended terms of the Lease, the
Lease shall terminate. All compensation awarded upon any taking or
repossession hereunder shall be divided as the interest of the parties may appear.
3.11 Assignment and Sublease
3.11.1 The City, with the written consent of the District, which
consent shall not be unreasonably withheld, may at any time and from time to
time pledge, assign, or otherwise transfer this Lease or any interest of the City
herein. City without the consent of the District may at any time and from time to
time sublease the Leased Site or any improvements thereon on any part thereof.
The City shall at all times remain liable for the performance of the covenants and
conditions on its part to be performed hereunder notwithstanding any such
assigning, transferring or subletting which may be made. Any sublease,
assignment or transfer shall be coterminous in every respect with this Lease.
3.11.2 Any transfer, assignment or encumbrance of this Lease or
the Leased Site, in whole or in part, which is contrary to or not provided for in
Section 3.11.1 is void.
3.12 Option to Purchase and Restriction on Sale
3.12.1 Provided this lease is still in effect, if the District wishes to
sell its fee interest in the Cubberley Site during the first 25 years of this Lease,
District shall give written notice of such intention to the City. City shall have the
option to acquire the Site on the following terms:
(a) The portion of the Site subject to the Naylor Act as set
forth in Exhibit M -25% of fair market value.
(b) The portion of Site not subject to the Naylor Act --80% of
fair market value.
(c) If the parties are unable to agree on fair market value, it
shall be determined by the average of two appraisals, one prepared by a qualified
independent appraiser appointed by the District and one appointed by the City.
(d) Written notice of the City's intention to exercise its option
13
must be given to District within ninety (90) days of District's notice to City.
(e) Upon receipt of the notice of the City's intention to
exercise its option, escrow shall be opened immediately and City shall deposit into
escrow all necessary documents and money to close escrow within ninety (90)
days of the date of the written notice of the City's intention to exercise its option. If
delay occurs beyond control of City, escrow shall be extended an additional thirty
(30) days.
3.12.2 Provided this lease is still in effect, if the District wishes to
sell its fee interest in the Cubberley Site during years 26 through 35 of this Lease
and for an additional two (2) years after termination, District shall give written
notice of such intention to the City. City shall have the option to acquire the Site on
the following terms.
(a) The portion of the Site subject to the Naylor Act as set
forth in Exhibit M --25% of fair market value.
(b) The portion of Site not subject to the Naylor Act --90% of
fair market value.
(c) If the parties are unable to agree on fair market value, it
shall be determined by the average of two appraisals, one prepared by a qualified
independent appraiser appointed by the District and one appointed by the City.
(d) Written notice of the City's intentions to exercise its option
must be given to District within ninety (90) days of District's notice to City.
(e) Upon receipt of the notice of the City's intention to
exercise its option, escrow shall be opened immediately and shall close within
ninety (90) days of the date of the written notice of the City's intention to exercise
its option. If delay occurs beyond control of City, escrow shall be extended an
additional thirty (30) days.
3.12.3 In the event the Naylor Act is no longer in effect on the date
the written notice referred to in Sections 3.12.1 and 3.12.2 is given, the provisions
of Section 3.12.1 (a) and 3.12.2(a) shall not be applicable and the entire Cubberley
Site shall be priced in accordance with Section 3.12.1(b) or 3.12.2(b) as appropriate.
3.12.4 For a two (2) year period following the termination of this
Lease, District shall not sell the Cubberley Site to any party other than the City.
3.13 Quiet Enjoyment. The parties hereto mutually covenant that the
City, by keeping and performing the agreements and covenants herein contained,
shall, at all times during the term of this Lease peaceably and quietly have, hold
and enjoy the Leased Site without suit, trouble or hindrance from the District.
3.14 Hold Harmless
14
3.14.1 City shall indemnify, defend and hold District harmless from
any liability or expense on account of suits, verdicts, judgments, costs or claims of
any nature or kind arising out of, or in any way connected with, City's and any
sub-lessees' or assignees' operations on, possession, use, management,
improvement, alteration or control of the Leased Site, except for sole negligence of
District, its officers, employees or agents, and except for the liability borne by
District as set forth in Section 3.3.5.
3.14.2 In addition to the liability borne by District as set forth in
Section 3.3.5, District shall indemnify and hold City harmless from any liability or
expense on account of suits, verdicts, judgments, costs or claims of any nature or
kind arising out of, or in any way connected with District's operations on,
possession, use, management, improvement, alteration or control of the Leased
Site except for any claims or liability, or portions thereof, arising from the sole
negligence of City, its officers, employees or agents, sublessees or assignees.
4.0 COVENANT NOT TO DEVELOP
4.1 District hereby covenants with City and City hereby covenants with
District that, in order to prevent a further burden on the City's infrastructure and
in order to preserve a substantial amount of the City's remaining open space,
which contributes to the welfare of the City's residents, the Covenanted Sites
situated in the City of Palo Alto and described in Exhibits B, C, D, E, F and G
attached hereto and made a part hereof, shall not be (1) subdivided, (2) sold or (3)
developed with additional square footage to be used for non-school district
purposes for the term of this Lease, for the consideration and upon all the
conditions set forth herein, provided that the District may add portable non-
permanent structures totalling no more than 2,000 square feet per Covenanted
Site. If the District adds such square footage on any Covenanted Site it shall give
written notice to the City within 30 days of such addition.
Upon the expiration or earlier termination of this Lease, except as provided
in Section 4.2, the City shall execute and deliver to District a quitclaim deed for the
Covenanted Sites, unless otherwise agreed to by the parties.
4.2 In the event the District closes either Jordan or Jane Lathrop
Stanford, or both, as an operating school(s) during the term of this Lease, the
District shall not subdivide, sell 'or develop the Site(s) for a period of seven (7) years
after the closure of the school(s). The City's obligation to pay District for the closed
Site(s) under Section 2.2 shall cease as of the date of closure. During the period
from the closure until the end of the seven (7) years, the District may lease the
Site(s) subject to applicable City zoning regulations.
5.0 EXTENDED DAY CARE SPACES
5.1 Space Provided
5.1.1 During the term of this agreement, District agrees to provide
and City agrees to accept eleven (11) spaces at various elementary school sites to
15
be used for the purpose ofprovicling City-operated extended day child care
services. Said sites are listed on Exhibit L.
Additional child care spaces may be added in the event District opens
additional elementary school sites including the Covenanted Sites.
5.1.2 District may, with the agreement of City, consolidate two
child care spaces at one site. In no event shall more than three such
consolidations occur.
It is understood the District shall bear the cost of transporting students in
the event of such consolidation of spaces and City shall still compensate District
for each and every space pursuant to Sections 2.3 and 5.1.1.
5.1.3 District may, with the agreement of City, substitute a portable
for conventional classroom space.
5.1.4 In the event City and District cannot agree on the issue of
consolidation contained in Section 5.1.2 or on the issue of substitution contained in
. Section 5.1.3 the matter shall be resolved by a three member arbitration panel.
City and District shall each promptly appoint their representative to the panel and
the two representatives shall select the third panel member. The decision of the
panel shall be final and binding on both parties.
5.1.5 The space provided shall include appropriate access to
designated rest rooms and other ancillary facilities such as playground
equipment where appropriate, and shall be available to City 24 hours a day, 7 days
a week. .
5.1.6 The space provided shall meet appropriate State standards
for at least twenty-five students and shall have all utility connections in place
except for telephone. Specifically, the rooms shall have shelving and closets in
place, however no furniture, toys or other equipment shall be provided by District.
5.1.7 Portables and conventional classroom space provided shall
also conform to State standards for toxic materials as defined in Section 3.3.1 .
District shall be responsible for compliance with the Asbestos Hazard Emergency
Response Act and any other State or Federal regulations, existing or subsequently
enacted, relating to asbestos conditions for the extended day care space provided.
5.2 City Responsibilities
5.2.1 If City determines, at its sole discretion, to operate an
extended day child care program in the spaces provided by District, it shall be the
sole responsibility of the City to provide such services in the District designated
spaces to persons desiring such services. The hours for such services shall be as
set forth in Section 1.1.13.
5.2.2 City shall bear cost of utilities to the space including
16
telephone. Unless separate meters are provided, the cost shall be prorated on a
square footage basis (square footage of City space to total square footage of
buildings on entire Site).
5.2.3 City shall, at City's own expense, provide for minor
maintenance to the space including but not necessarily limited to: electrical (ex.
ballasts and switches), plumbing fixtures (ex. leaky faucets and pipes), wall and
floor coverings and windows.
5.2.4 City shall, at City's own expense, provide for custodial
services.
5.2.5 City shall be responsible for security of the leased space at all
times and security of the rest rooms outside the customary hours of school
operation. Security shall mean locking all windows and doors and turning off
lights.
5.3 District Responsibilities
5.3.1 District shall maintain fire and extended coverage insurance .
on the structures housing the child care programs with limits of full replacement
value. In the event of damage or destruction to the premises, District shall
promptly restore the premises to their pre-existing condition.
5.3.2 District, at District's own expense, shall be responsible for
major maintenance to the child care premises including roof, sewer and
electrical hook-ups, heating, and air-conditioning and removal of toxic material
where applicable.
5.4 Delay in Delivery of Possession. If the District, for any reason
whatsoever, cannot deliver possession of eleven spaces to City on the
commencement date, this agreement shall not be void or voidable, nor shall
District be liable to City for any loss or damage resulting therefrom. In such
event, City shall be relieved of its obligation to pay for a child care space in the
amount equivalent to the unit value of each space not delivered. For the first year
of this agreement the unit value of one child care space is $27,273 per year.
5.5 Hold Harinless
5.5.1 District shall indemnify and hold City harmless from any
and all costs, claims, judgments, losses, demands, causes of action, proceedings
or hearings, including City's attorneys' fees and court costs, relating to the
storage, placement or use of Toxic Materials on or about the space or spaces for
extended day care, whether or not the parties are aware of the existence of or any
such use of Toxic Materials. District shall pro rata reduce rent and reimburse
City for all costs of clean-up required by law or other alterations to the spaces
necessitated by District's use, storage or disposal of Toxic Materials. If not
required by law to so clean up a space or spaces, City shall have the right to
terminate the Lease as to the specific space or spaces upon thirty (30) days notice
17
and the Lease payment shall be adjusted accordingly. The obligations of District
under this Section 5.5.1 shall survive the expiration of the Lease term.. "Toxic
Materials" shall have the same meaning as in Section 3.3.1 of this Lease.
5.5.2 City shall indemnify and hold District harmless from any
and all costs, claims, judgments, including District's attorneys' fees and court
costs, relating to the storage, placement or use of Toxic Materials by City on or
about the space or spaces for extended day care. City shall reimburse District for
(i) all costs of cleanup or other alterations to the space or spaces for extended day
care necessitated by City's use, storage, or disposal of Toxic Materials; and (ii) any
diminution in the fair market value of the space or spaces for extended day care
caused by City's use, storage, or disposal of Toxic Materials. The obligations of
City under this Section 5.5.2 shall survive the expiration of the Lease term.
5.5.3 City shall indemnify, defend and hold District harmless from
any liability or expense on account of suits, verdicts, judgments, costs or claims of
any nature or kind arising out of, or in any way connected with, City's and any
sublessees', or assignees' operations on, possession, use, management,
improvement, alteration or control of the Extended Day Care spaces except for any
claims or liability, or portions thereof, arising from the sole negligence of District,.
its officers, employees or agents, and except for the liability borne by District as set
forth in Section 5.5.1.
5.5.4 In addition to the liability borne by District as set forth in
Section 5.5.1, District shall indemnify and hold City harmless from any liability or
expense on account of suits,-verdicts, judgments, costs or claims of any nature or
kind arising out of, or in any way connected with, District's andlor any
sublessees' or assignees' other than City, operations on, possession, use,
management, improvement, alteration or control of the Extended Day Care
spaces except for any claims or liability, or portions thereof, arising from the sole
negligence of City, its officers, employees, agents, sublessees or assignees.
6.0 GENERAL CONDITIONS
6.1 Term
6.1.1 The term of this Lease shall be for fifteen (15) years,
commencing on January 1, 1990 (the "Commencement Date"), and ending on
December 31, 2004, (the "Expiration Date"), unless sooner termlnated or extended
pursuant to the provisions hereof.
6.1.2 The City shall have the right to extend the term of this Lease
for an additional ten (10) years by giving written notice to the District not later
than December 31, 2003.
6.1.3 Upon mutual agreement of City and District, the term of this
Lease may be extended beyond December 31,2013 for 2 additional periods offive (5)
years each.
18
6.1.4 City and District agree that fifteen (15) years is the length of
time necessary to secure the benefit of the District's covenant not to develop set
forth in Section 4.0; provided that such agreement in no way limits the parties'
rights to terminate this Lease pursuant to Section 6.5 hereof.
6.2 Breach
6.2.1 If the City shall fail to pay any payment payable hereunder
when the same becomes due and payable, or the City shall fail to keep or perform
any ot1:,ler material term covenant or condition contained herein to be kept or
performed by the City for a period of 25 days after written notice thereof from the
District, the City shall be deemed to be in default hereunder and the District, in
addition to all other rights and remedies it may have at law, shall have the option
to do any of the following:
(a) To terminate this Lease in the manner hereinafter
provided on account of default by the City, notwithstanding any re-entry or re-
letting of the Leased Site and/or Extended Day Care space as hereinafter provided
for in subparagraph (b) hereof, and to re-enter the Leased Site and/or Extended
D~y Care space and remove all persons in possession thereof and all. personal
property whatsoever situated upon the Leased Site and/or Extended Day Care
space. In the event of such termination, the City agrees to surrender immediately
possession of the Leased Site and Extended Day Care space, Without hindrance,
and to pay the District all damages recoverable by law that the DistriCt may incur
by reason of default by the City.
(b) Without terminating this Lease, (i) to collect each
installment of payment as it becomes due and enforce any other material term,
covenant or condition contained herein to be kept or performed by the City which
failure to keep or perform by the City would have a material adverse effect on the
interests of the District under this Lease or (ii) to exercise any and all rights of
entry and re-entry upon the Leased Site and Extended Day Care space. In the
event the District does not elect to terminate this Lease in the manner provided for
in subparagraph (a) hereof, the City shall remain liable and agrees to keep or
perform all terms, covenants and conditions herein contained to be kept or
performed by the City and, if the Leased Site and/or Extended Day Care space is
not re-Iet, to pay the full amount of the payment to the end of the term of this Lease
or, in the event that the Leased Site and/or Extended Day Care space is re-Iet, to
pay any deficiency in payment that results therefrom; and further agrees to make
said payment and/or payment deficiency punctually at the same time and in the
same manner as hereinabove provided, and if the District receives payments
therefrom in any payment period in excess of the payment provided for in Section
2.0 hereof for such period, the District shall pay such excess (after expenses
incurred in connection with such re-Ietting)to the City on the last day of said
payment period. Should the District elect to re-enter as herein provided, the City
hereby irrevocably appoints the District as the agent and attorney-in-fact of the
City to re-Iet the Leased Site and/or Extended Day Care space, or any part thereof,
from time to time, either in the District's name or otherwise, upon such terms
and conditions and for such use and period as the District may deem advisable
19
and to remove all persons in possession thereof and all personal property
whatsoever situated upon the Leased Site and/or Extended Day Care space. The
City agrees that the terms of this Lease constitute full and sufficient notice of the
right of the District to re-Iet the Leased Site and/or Extended Day Care space in the
event of such re-entry without effecting a surrender of this Lease, and further
agrees that no acts of the District in effecting such re-Ietting shall constitute a
surrender or termination of this Lease irrespective of the use or the term for
which such re-Ietting is made or the terms and conditions of such re-Ietting, or
otherwise, but that, on the contrary, in the event of such default by the City, the
right to terminate this Lease shall vest in the District to be effected in the sole and
exclusive manner provided for in subparagraph (a) hereof.
Each and all of the remedies given to the District hereunder or by any law
now existing or hereafter enacted are cumulative, and the exercise of anyone
right or remedy shall not impair the right of the District to any or all other
remedies.
6.2.2 In the event that City shall default in the performance of any
of the agreements, conditions, covenants or terms herein contained, which event
of default remains uncured after notice given as herein provided, District may
immediately, or at any time thereafter, perform the same for the account of the
City, and any amount paid, or any expense or liability incurred, by the District in
the performance of the same shall be repaid to District, in addition to base
payments by the City within 30 days after demand hereunder together with
interest from the date, the cost or expenses incurred at an amount equal to the
lesser of12 percent per annum or the maximum lawful rate of interest then in
effect under the laws of the State of California; and the District shall have the
right to enter (by force or otherwise) the Leased Site and/or Extended Day Care
space for the purpose of correcting or remedying such default and to remain
therein until the same shall have been corrected or remedied.
No performance by District of any of the obligations on City's part to be
performed hereunder shall be, or be deemed to be, a waiver of the City's default in
or failure to perform the same, nor shall the performance thereof by District
release or relieve City from any obligations on its part to the performed under this
Lease.
6.2.3 If the District shall fail to keep or perform any obligation,
covenant, agreement or provision contained herein to be observed or performed by
the District for a period of 25 days after written notice thereoffrom the City, the
District shall be deemed to be in default hereunder, and the City may take
whatever action, at law or in equity, may appear necessary or desirable to enforce
the observance or performance of any such obligation, covenant, agreement or
provision including termination of this Lease.
6.2.4 In the event of a breach, or threatened breach, by either party
of any of the agreements, conditions, covenants, or terms herein, the other party
shall have the right of injunction to restrain the same, and the right to invoke any
remedy allowed by law, or in equity, as if specific remedies,indemnity or,
reimbursements were not herein provided for. All rights and remedies herein
given to either party shall be cumulative to each other and to any other legal Or
equitable remedy or right which the party might otherwise have in the event of
any breach by the other party.
6.3 Surrender and Title to Property
6.3.1 On the last day of the term of this Lease, or any sooner
termination, City shall surrender the Leased Site and Extended Day Care space to
the District, in reasonably the same condition as City received the Leased Site and
Extended Day Care space, ordinary wear and tear and any permitted approved
and lawful changes, alterations, additions and improvements thereto excepted,
except as otherwise required by Section 3.5.2. City, upon the expiration or sooner
termination of this Lease, shall repair any damage to the Leased Site and
Extended Day Care space occasioned by the removal of City's fixtures,
furnishings, equipment and other personal property. All of City's property which
is removable pursuant to the provisions of this Lease shall be removed by City on
or before the last day of the term of the earlier termination of this Lease, and all
property not so removed shall be deemed abandoned by City, and District shall
. have the right either to require City to remove said property from the land or
dispose of the property pursuant to Section 6.5.3 as set forth below.
6.3.2 Title to the Leased Site and Extended Day Care space shall
remain in the District during the term of this Lease. All improvements placed
upon the Leased Site and Extended Day Care space by City at City's expense shall
be and remain the property of City for and during the term of this Lease. Upon
expiration or sooner termination of this Lease, such improvements shall belong to
and become the property of District, free from any rights, claims and liens of City
or any person, agency, political subdivision, firm or corporation claiming under
City, without any compensation therefore from District to City or to any other
person, agency, political subdivision, firm or corporation, unless otherwise
agreed to by the parties at the time the improvement is made. At the expiration or'
sooner termination of this Lease, such improvements shall be surrendered to
District, excepting that movable furniture, personal property and trade fixtures
may be removed by City at or before the expiration or sooner termination of this
Lease, provided, however, that the removal of any of the property so excepted will
. not structurally injure the improvements or necessitate any changes or
alterations in the improvements or render the improvements or any part thereof
unfit for use and occupancy. City shall pay the cost of restoration of, or repairing
any damage to, the Leased Site and Extended Day Care space arising from the
removal of the property so excepted.
6.4 Naylor Bill Allocations. As previously stipulated by the parties in
previous agreements, the portions of the Sites subject to the Naylor Bill (Education
Code Section 39390 et seq.) are shown in Exhibit M hereto. Nothing in this Lease
shall be deemed to expand, diminish, waive or otherwise limit the applicability of
the Naylor Bill to said portions of the Site, including the obligation of the City to
maintain the property, as shown in Exhibit M, for recreational open space
purposes and the right of the District to re-acquire said property pursuant to
21.
Education Code Section 39398 or its successor legislation. In the event the
provisions of the Naylor Bill terminate, the applicability of "Naylor" to portions of
sites contained in Exhibit M also ceases.
6.5 Termination. In addition to the rights of termination for breach
found in Section 6.2, this Lease may be terminated as set forth in Sections 6.5.1
and 6.5.2.
6.5.1 City Termination
(a) Debt Limitation. In the event the Council of the City does
not appropriate funds for payment of the payments due under this Lease in any
year, this Lease shall terminate upon 90 days written notice.
(b) Gann Limit. The city may terminate this Lease in any
fiscal year in which the City is not authorized by the Palo Alto electorate to exceed
the expenditure limitation imposed by the California Constitution and any other
State or Federal legislative act, commencing with the fiscal year 1991-1992. In
that event, the City may terminate this Lease upon six (6) months written notice
which must·be given within 30 days·of an unsuccessful election seeking such
authoriza tion.
(c) Restriction on Taxing Power. If State or Federal law is
enacted, an initiative measure passed or a court decision rendered which reduces
the City's general fund revenue or restricts the City's authority to collect or levy
general fund taxes which the City has the right to collect or levy as of the
Commencement Date of this Lease, the City may terminate this Lease, in whole
or in part as hereafter set forth, by giving six (6) months written notice to District,
after such law, measure or decision becomes effective; provided, however, there
shall be no right of termination unless the effect of such law, measure or decision
is to reduce the City's general fund revenue or taxing authority by $1,500,000, in
comparison with the previous fiscal year.
The amount set forth in this Section shall be adjusted annually by the
Consumer Price Index on the commencement anniversary date of the Lease in
the manner set forth in Section 2.7 hereof.
:6.5.2 District Termination. The District may terminate this Lease
in part on the following conditions:
(a) Notwithstanding the provision of Section 4.1., in the
event District general fund revenues decline 10% from one District fiscal year to
the next, the District may terminate this Lease with regard to one of the
Covenanted Sites described in Exhibits B, C, D, E, F, and G upon one year's
written notice, solely for the purpose of selling that Site. District shall give City
the right of first refusal to purchase such Site, subject to the following provisions:
(1) One year after said written notice, District shall
establish the price and terms upon which it is willing to sell the Site and shall
give written notice thereof to the City.
(ii) For sixty (60) days from the date of delivery of the
notice, City shall have the right to notify District it will exercise its right to
purchase such Site at the price and on the terms and conditions stated in the
notice; provided that the price shall be reduced by any previous agreements still
in force between City and District regarding the price of such Site and by any state
or federal law, including but not limited to the Naylor Act (Education Code Section
39390 et seq.), affecting the price of such Site.
(iii) Ifwithin said sixty (60) day period the' City notifies
District that it will exercise its right to purchase such Site, escrow on the Site
shall be opened immediately and shall close within ninety (90) days of the notice by
City to District that it is exercising its right to purchase.
(iv) If the City notifies District it will not exercise its
right to purchase such Site, or does not notify District it will exercise its right to
purchase such Site within 60 days of receiving notice from the District, the
District may sell such Site at a price not less than the price and on the terms and
conditions specified in the notice.
(b) , Notwithstanding the provisions of Sections 4.1, in the
event the District wishes to reopen, as an operating school, any of the Covenanted
Sites described in Exhibits D, E and F, it may do so upon written notice to City
provided, however, in such event, City and District shall amend this agreement to
include within the Covenant Not to Develop set forth in Section 4.1, two operating
elementary school sites of the District within the City limits of the City of Palo
Alto. The City's payment obligations to District as set forth in Section 2.2 shall not
·be reduced by reason of the reopening of one of the Covenanted Sites provided that
the District includes within the Covenant Not to Develop two operating elementary
schools.
(c) Reduction in Payment. If the District partially
terminates this Lease with regard to a Covenanted Site under Section 6.5.3, the
Payment due under this Lease shall be reduced according to the proportion of
payment allocated to such Site as set forth in Section 2.2.
6.5.3 Surrender Upon Termination. Upon occurrence of any
termination event, this Lease will terminate, or partially terminate as set forth
herein, and all City's rights, title and interest in the Leased Site (Exhibit A) or
Extended Day Care spaces (Exhibit L) shall terminate. City shall surrender and
vacate the said Site and spaces in reasonably the same condition as City received
them, reasonable wear and tear excepted, and subject to the provision contained
in Section 3.5.1. District shall have the right to re-enter and take possession of
said Site and/or spaces and remove all persons therefrom and remove City's
property and place that property in storage in a public warehouse, or store the
same elsewhere, all at the expense of City, or sell the same as provided by law for
the purpose of recovering any money due and unpaid hereunder by City to
District, including District's storage costs. Upon termination of this Lease,
District shall have the right to recover from City all damages caused by any
breach hereof by City, together with any payment due hereunder and unpaid,
including all reasonable attorneys' fees and court costs which may be incurred in
recovering possession of said Site andlor spaces and in collecting such damages
or such payments.
6.5.4 Future Development. Upon the expiration or earlier
termination of this Lease, the District shall be free to sell, lease or otherwise
dispose of the Sites described in Exhibits A·G and Exhibit L which are the subject
of this Lease. However, it is understood by the parties that (a) the District shall
have all the same rights and obligations with respect to the development of the
Sites as any other developer, and (b) the City shall have the same rights and
responsibilities as it would normally have in reviewing and considering any
development project that would come before it.
6.5.5 Inconsistencies with Other Agreements. If any provision
regarding termination set forth in Section 6.5 hereof is inconsistent with any
provision regarding termination set forth in any other agreement between City
and District regarding any Site subject to this Lease, the provision in this Lease
shall prevail.
6.6 Notices. Any demand or notice which either party shall be
required, or may desire, to make upon or give to the other, shall be in writing and
shall be delivered personally upon the other, or sent by prepaid registered or
certified mail addressed to the respective parties as follows:
DISTRICT:
CITY:
Palo Alto Unified School District
25 Churchill Avenue
Palo AltO, CA 94306
Attention: Superintendent of Schools
City Clerk
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attention: Manager, Real Property
Notice sent by registered or certified man in accordance with this Section
shall be deemed delivered 72 hours from the date of mailing.
6.7 Attorneys' Fees. If any action or proceeding at law or in equity, or
an arbitration proceeding, shall be brought to enforce or interpret any of the
terms, covenants or conditions of this Lease, the prevailing party shall be entitled
to recover from the other party its reasonable attorneys' fees. "Prevailing party"
within the meaning of this paragraph shall include, without limitation, a party
who brings an action against the other after the other is in breach or default, if
such action is dismissed upon the other's payment of the sums allegedly due for
performance of the covenants allegedly breached, or if the party commencing
such action or proceeding obtains substantially the relief sought by it in such
24
action, whether or not such action proceeds to a final judgment or determination.
6.8 Holdin~ Over. This Lease shall terminate without further notice at
the expiration of the Lease term. Any holding over on the Leased Site and
Extended Day Care spaces after the expiration of the Lease term, with the express
written consent of District, shall be construed to be a tenancy from month to
month, at a monthly rental of the last applicable base payment, and shall
otherwise be on the terms and conditions herein specified.
6.9 Validity and Severability. If for any reason any portion of this Lease
shall be held by a court of competent jurisdiction to be void, voidable, or .
unenforceable QY the District or by the City, or if for any reason it is held by such a
court that any of the covenants and conditions of the City or District hereunder,
including the covenant to make payments hereunder, is unenforceable for the full
term hereof, then and in such event, this Lease is and shall be deemed to be a
lease from year to year under which the rentals are to be paid by the City annually
in consideration of the right of the City to possess, occupy and use the Leased Site
and Extended Day Care space, and all other terms, provisions and conditions of
this Lease, except to the extent that such terms, provisions and conditions are
contrary to or inconsistent with such .holding, shall remain in full force and .
effect.
6.10 Waiver. The waiver by either party hereto of any breach by the other
party of any agreement, covenant or condition hereof shall not operate as a waiver
of any subsequent breach of the same or any other agreement, covenant or
condition hereof. The receipt by District of any payments with knowledge of any
default on the part of City in the observance or performance of any of the
provisions of this Lease shall not be deemed to be a waiver of the provisions of this
Lease.
6.11 Successors and Assigns. This Lease shall inure to the benefit of
and shall be binding upon the District, the City and their respective successors
and assigns, subj ect to the provisions of Section 3.11.
6.12 Agreement Represents Complete Agreement. This Lease
represents the eptire contract between the parties and supersedes and cancels
. any and all previous leases, negotiations, arrangements, representations,
agreements and understandings between the District and the City concerning the'
Sites and matters covered hereby, except that the Lease previously entered into
between City and District regarding the Ohlone Turf shall not be affected by this
Lease.
6.13 Law Governing. This Lease shall be construed and interpreted in
accordance with the laws of the State of California.
6.14 Changes in State Law. In the event that changes in state law occur
whereby District is not permitted, in whole or in part, to retain payments due it
from any source, other than the City, because of provisions of this lease, District
shall promptly notify City, and District and City agree to renegotiate terms of this
25
~ ..
SUMMARY OF EXHIBITS
A CUBBERLEY
B JORDAN
C JANE LATHROP STANFORD
D OHLONE
E GARLAND
F GREENDELL
G JORDAN TURF
Legal Description and Maps
Legal Description and Maps
Legal Description and Maps
Legal Description and Maps
Legal Description and Maps
Legal Description and Maps
Legal Description and Maps
H DETAILED EXAMPLE CALCULATIONS FOR PAYMENT
ESCALATION.
I PRE-LEASE CONDITION OF LEASED SITE (CUBBERLEY)
J LEASES FOR CUBBERLEY SPACE ASSIGNED TO CITY
K ASBESTOS INSPECTION REPORT
L EXTENDED DAY CARE SPACES
M PORTIONS OF SITES SUBJECT TO NAYLOR
1
AMENDMENT NO. 1
TO LEASE AND COVENANT NOT TO DEVELOP BETWEEN
THE CITY OF PALO ALTO AND
THE PALO ALTO UNIFIED SCHOOL DISTRICT
THIS AMENDMENT to the Lease and Covenant Not to Develop
("Lease") between the City of Palo Alto ("City") and the Palo Alto
Unified School District ("District"), dated September 1, 1989, is
made and entered into by City and District this 6)..1 $f day of
.:Ju-/j ,1998.
R E CIT A L S:
A. Pursuant to Section 4.1 of the Lease, District
covenants with City and Citycoven~nts with District that, in order
to prevent further burden on City's infrastructure and preserve a
substantial amount of City's remaining open space, certain school
sites shall not be subdivided, sold or developed with additional
square footage to be used for non-school district purposes.
B. The "Covenanted Sites" are described in Exhibits B,
C, D, E, F and G, which are made a part of the Lease by reference.
One of the Covenanted Sites is the Ohlone site, commonly known as
"old" Ohlone, and more recently renamed "Hoover School."
c. Section 6.5.2(b) of the Lease provides that, in the
event District wishes to reopen, as an operating school, any of the
Cqvenanted Sites described in Exhibits D, E, and F, it may do so
upon written notice to City, provided that in such event, City and
District shall amend the Lease to include within the Covenant Not
to Develop two operating elementary school sites of District with~n
the city limits of the City of Palo Alto.
D. District has resolved to reopen the Ohlone site and
to designate the Walter Hays site and the Juana Briones site, both
sites being wi~hin the· city limits of the City of Palo Alto, as the
two operating school sites to be substituted for the Ohlone site.
E. Pursuant to Section 5 of the Lease, City has
operated extended day care services at eleven school sites
described in Exhibit L; and City, at its sole discretion, may agree
to operate an extended day child care program at additional
elementary school sites.
F. City bel ieves that the public interest will be
served by operating an additional extended day care program, at the
Ohlone site, and therefore, agrees to do so.
1
980617 lac 003 1970
E. City and District desire to amend the Lease to
provide for the reopening of the Ohlone site and the sUbstitution
of the Walter Hays site and the Juana Briones site within the
Covenant Not to Develop, and to provide for City's operation of an
extended day care program at the Ohlone site.
NOW, THEREFORE,
covenants and agreements,
Lease as follows:
in consideration of their mutual
the parties hereto agree to amend the
follows:
SECTION 1. Paragraph 1.1.8 is hereby amended to read as
"1.1.8 Covenanted Sites. The term "Covenanted
Sites" means all of that certain property situated
in the City described in Exhibits B, C, D-l, D-2,
E, F and G attached hereto and made a part hereof."
SECTION 2. Paragraph 1.1.9 is hereby deleted.
SECTION 3. Paragraphs 1.1.9.1 and 1.1.9.2, respectively,
are hereby added to read as follows:
follows:
"1.1.9.1 Walter Hays Site. The term 'Walter Hays
Si te' means all -of that certain real property
situated in-the City described in Exhibit D~l
attached hereto and made a part hereof.
"1 . 1 . 9 . 2 Juana Br iones Site. The term 'Juana
Briones Site' means all of that certain real
property situated in the City described in Exhibit
D-2 attached hereto and made a part hereof."
SECTION 4. Paragraph 2.2 is hereby amended to read as
"Walter Hays
Juana Briones $204,742
(this amount attributable
to both school sites
together)
Garland
Greendell
Jane Lathrop Stanford
Jordan
$182,804
$182,804
$236,000
-$164,000"
SECTION 5. Paragraph 2.3 is hereby amended to read as
follows:
980617 lac 0031970
"2.3 Payment for Extended Day Care Spaces. As
consideration for use of the eleven spaces pursuant
to Section 5.0 of this agreement, City shall pay
2
follows:
annually to District the sum of $300,000 or $27,273
per space. All payments to District by City shall
be made in twelve (12) equal installments payable
monthly commencing on January 31, 1990.
"As of September 1, 1998, City's annual payment to
District shall be increased by the sum of $34,792
to reflect the operation by City of an extended day
care program at the "oldu Ohlone (now Hoover)
school site.
"Payment for additional spaces shall be at the
adjusted rate for child care space as provided for
in Sections 2.3 and 2.7 of this agreement.u
SECTION 6. Section 4.1 is hereby amended to read as
"4.1 District hereby covenants with City and City
hereby covenants with District that, in order to
prevent a further burden on the City's
infrastructure and in order to preserve a
substantial amount of the City's remaining open
space, which contributes to the welfare of the
City's residents, the Covenanted Sites situated in
the City of Palo Alto and described in Exhibits B,
C, D-l, D-2, E, F and G attached hereto and made a
part hereof, shall not be (1) subdivided, (2) sold
or (3) developed with additional square footage to
be used for non-school district purposes for the
term of this Lease, for the consideration and upon
all the conditions set forth herein, provided that
the district may add portable non-permanent
structures totaling no more than 2,000 square feet
per Covenanted Site. If the District adds such
square footage on any Covenanted Site, it shall
give written notice to the City within 30 days of
such addition.
Upon the expiration or earlier termination of this
Lease, except as provided in Section 4.2, the City
shall execute and deliver to District a quitclaim
deed for the Covenanted Sites, unless otherwise
agreed to by the parties.u
SECTION 7. Exhibi t D to the Lease is deleted and
replaced with Exhibits D-1 and Exhibits D-2, respectively; and the
Summary of Exhibits is amended accordingly.
SECTION 8. As amended herein, the Lease dated September
1, 1989 remains in full force and effect. In case of any conflict
3
980617 lac 0031970
AMENDMENT NO. 2 TO LEASE AND
COVENANT NOT TO DEVELOP BETWEEN
THE CITY OF PALO ALTO AND
THE PALO ALTO UNIFIED SCHOOL DISTRICT
This Amendment No. 2 to Lease and Covenant Not to
Develop is entered into this tgth day of IJJ't'fV'or ,2002,.-by and
between the Palo Alto Unified School District ("District") and
the City of Palo Alto, a municipal Corporation ("City").
RECITALS
A. The City and the District entered into that
certain Lease and Covenant Not to Develop on September 1, 1989
(" Lease") which provides in part that the City leases from the
District certain property commonly referred to as the Cubber1ey
Site. The parties entered into the Amendment No. 1 to Lease and
Covenant Not to Develop on July 20, 1998.
B. The City and the District have now entered into a
property exchange agreement whereby the City will convey to the
District a portion of a site known as the Terman site in
exchange for the District conveying fee title to the City of
7.97 acres of the Cubberley Site. The City will continue to
lease from the District the remaining portion of the Cubberley
Site.
C. Pursuant to Section 4.1 of the Lease, District
covenants with City and City covenants with District that, in
order to prevent ~further burden on City's infrastructure and
preserve a substantial amount of Ci ty' s remaining. open space,
certain school sites shall not be subdivided, sold or developed
with additional square footage to be used for non-'school
I district purposes.
D. Section 6.5.2(b) of the Lease provides that in
the event District wishes to reopen, as an operating school, any
of the Covenanted Sites described in Exhibits D, E, and F, it
may do so upon written notice to City, provided that in such
event, City and District shall amend the Lease to .include within
the Covenant Not to Develop two operating elementary school
sites of District within the city limits of the City of Palo
Alto. Amendment No . 1 to the Lease and Covenant Not to Develop
1
011206 'yn 0090980
substituted the Walter Hays Site
replacements for t.he "old" Ohlone
"Hoover School."
and Juana Briones Si te as
site which has been renamed
E. The District has now re-opened the Garland Site
and wishes to designate Addison and El Carmelo as the two
operating school sites to be substituted for the Garland Site.
F. Section 4.1 of the Lease limits additional
development on any Covenanted Site for non-school district
purposes to 2,000 square feet. As part of the re-opening of the
Terman Middle School, the District will grant a license to ·use
the Greendell Site to the Albert L. Schultz Jewish Community
Center ("JCC") for interim childhood development programs. The
JCC wishes to use nine (9) portable classrooms and one portable
bathroom, each with an area of approximately 960 square feet, on
the Greendell Site. City is willing to amend the Lease to
permi t the installation and use of these portable facili ties by
the JCC without additional consideration; however, the
installation and use of such portable facilities requires a
conditional use permit from the City.
G. City and District wish to amend the Lease and
Covenant Not to Develop to provide for the reduction in area of
the Cubberley Site and reduction in rent; :the reopening of the
Garland Site and the substitution of the Addison site and theEl
Carmelo site within the Covenant Not to Develop; to permit the
interim use of portable buildings at the Gre~ndell Site; and to
grant to District the right. to open a. compact high school at
Cubberley after the JCC has ceased relocated its operations from .<
Cubberley. .•
NOW, THEREFORE, for consideration, receipt of
which is acknowledged, the parties agree as follows:
1. Si te Description. Section 1.1.5 of the Lease is
hereby amended in its entirety to read as follows:
"1.1.5 Leased si te-Cubberley Site . Effective
September 1, 2002, the term 'Leased Site' means all of
that certain real. property situated in the City
described in Exhibit A attached hereto and made a part
hereof, and all improvements thereon as of
September 1, 2002."
2
011206 syn 0090980
2. Covenanted Sites.
amended to read as follows:
Paragraph 1.1. 8 is hereby
"1.1.8 Covenanted Sites. The term 'Covenanted
Sites' means all that certain property situated in the
City described in Exhibits B, C, D-l, D-2, .E-l, E-2,
F, and G attached hereto and made a part hereof."
3 . Reopening of Garland Si te.
hereby deleted.
Paragraph 1.1.10 is
4. Substitution of
Paragraphs 1.1.10.1 and 1.1.10.2
added to read as follows:
Addison a:nd EI
are, respectively,
Carmelo.
are hereby
"1.1.10.1 Addison Site. The term 'Addison Site'
means all that certain real property situated in the
City described in Exhibit E-l attached hereto and made
a part hereof".
1.1.10.2 El Carmelo Site. The term 'El Carmelo Site'
means all that certain real property situated in the
City described in Exhibit E-2 hereto and made a part
hereof."
5. Covenant Payments. Section 2.2 is hereby amended
to read as follows:
Walter Hayes/Juana Briones
Addison/EI Carmelo
Greendell
Jane Lathrop Stanford
Jordan
$204,742
$182,804
$182,804
$236,000
$164,000
6. Lease Payments. Section 2.8 is added to the
Lease and Covenant Not to Develop to read as follows:
"2.8 Reduction in Rent. City obligation to pay rent to
the District for the Cubberley Site shall be reduced,
commencing September 1, 2002, by an amount equal to
$23,490 per month, (' the Offset Amount.') Whenever
the Payment is adjusted pursuant to Section 2.7, the
Offset Amount shall be adjusted by the same method."
3
01 1206 syn 0090980
..
.<
7. Cubberley Lease. Section 3.0 of the Lease is
hereby amended in its entirety to read as follows:
"3.0 Cubberley Lease. District hereby leases to City
and City hereby leases from District for the term, at
the rental, and upon all of the conditions set forth
herein, the Leased Site commonly known as 'Cubberley
School' situated in the City of Palo Alto described in
Exhibit A.attached hereto and made a part hereof and
all improvements thereon. As of September 1, 2002,
the total acreage of the Leased Site is approximately
27.48 acres of which 15.94 acres is outdoor recreation
area; the remaining 11.54 acres is comprised of
parking lot area, walkways, and approximately 80,150
square feet of buildings'; however, it is understood
that such acreage and square footage figures are only
approximate and. have not been precisely detemined.
8. Covenan t Not to Develop. Section 4.1 of
Lease is hereby amended in its entirety to read as follows:
"4.1 District hereby covenants with City and City
hereby covenants with District that, in order to
prevent a further burden on the Ci ty' s infrastructure
and in order to preserve a substantial amount of the
City's remaining open space, which contributes to the
welfare 6f the City's residents, the Covenanted Sites
si tuated in the Ci ty of Palo Alto and described in
Exhibits B, C, D-1, D-2, E-1, E-2, F and G attached
hereto and made a part hereof, shall not be (1)
subdi vided, (2) sold or (3) developed with additional
square footage to be used for non-school district
purposes for the term of this Lease, for the
consideration and upon all the conditions set forth
herein, provided that the district may add. portable
non-permanent structures totaling no more than 2,000
square feet per Covenanted Site. If the District adds
such square footage on any Covenanted Si te, it shall
give written notice to the City within 30 days of such
addition. Provided, City hereby agrees that placement
of up to nine portable class rooms and one portable
bathroom, each consisting of approximately 960 square
feet, on the Greendell Site, to be used by the JCC as
4
011206 'yn 0090980
the
.>.
~
an interim· relocation site for childhood development
programs for not more than eight years, shall not be a
violation of this Covenant. City acknowledges that
location and use of such facilities by District itself
for school-district purposes is not a violation of the
Covenant and does not require Ci ty consent.' JCC may
not place or use portable facilities on the Greendell
Site prior to obtaining a conditional use permit from
City.
upon the expiration or earlier termination of this
Lease, except as provided in Section 4.2, the City
shall execute and deliver to District a quitclaim deed
for the Covenanted Si tes, unless otherwise agreed to
by the parties." .
9. Exhibit E to the Lease is deleted and replaced
with Exhibits E-l and Exhibits E-:2, respectively; and the
Summary of Exhibits is amended accordingly.
10. District Option to Open Compact High School. Not
withstanding any other provision of the Lease, after the JCC has
removed its programs from the City-owned property at the former
Cubberley School and from the Leased Site, District may
terminate the Lease with respect to all or a portion of· the
Leased Site so that it .may operate a compact high school at
Cubberley. District must provide twenty-four (24) months
wri tten notice to Ci ty of such termination or partial
termination. If the District elects a partial termination, the
notice shall include a map and legal description specifying the:
new Leased Site, and the City's payment for the Leased Site,
shall be reduced in proportion to the reduction in the land area
of the Leased Site. Further, if the District elects a complete
or partial termination of the Lease under this Section 10, the
District and City shall enter into a joint use agreement
regarding the gym, cafeteria, theatre and fields. The Covenant
Not to Develop shall remain in effect.
11. Effect of Amendment No.2.
(a) As amended herein, the Lease dated
September 1, 1989 and Amendment No. 1 remain in full force and
effect. In case of any conflict between any of the amendments
made in this Amendment No .. 2 and the remaining provisions of the
Lease as entered into September 1, 1989 and Amendment No.1, the
5
011206 'yn 0090980
A.P,NO, 120·006·010
650 ADDISON AVENUE
EXHIBITEI
ADDISON SITE
PROPERTY DESCRIPTION
April 24, 2002
A portion of real property situated in the City of Palo Alto, County of Santa Clara, State
of California more particularly described as follows;
ALL of Lots I, 2 ,3 and 4 of Block 81 as shown on the map titled "ORIGINAL MAP
SHOWING SUBDMSION OF UNIVESITY PARK, SANTA CLARA CO,
CALIFORNIA" and recorded in the office of the County Recorder of said Santa Clara
County on February 27, 1889 in Book "D" of maps, at page 69
Parcel contains 200,000 square feet or 4,5913 acres more or less,
Parcel is shown on attached map EXHIBIT E·] and made a part hereof
END OF DESCRIPTION
--c---::-c:-:::-c-==-===_expires 6·30-03
lANJES DAVID KIEHL P,L.S,7152
PREPARED BYI APPROVED
LEGAL: J20061O.Word REVISION (I) 34-24-2002
PLAT: 1200610.DWG REFERENCE: .
TITLE REPORT: #56901-52990147-PRT Dated March 28,2002,
This description are based upon information from record data and said title Report
..
~
EXHIBITE2·
EL CARMELO SITE
PROPERTY DESCRIPTION
A portion of real property situated in the City of Palo Alto, County of Santa Clara, State
of California more particularly described as follows; .
(Grant Deed Book 2126 page 525, dated July 2, 1951) .
ALL of Block 20 as laid down designated and delineated upon that certain map entitle,
"Map No. I Map of Stanford City, Santa Clara County, California" recorded May 3,
1910 in the office of the Recorder of the County of Santa Clara, State of California, in
Vol. "M' of Maps, page 97 records of said County and
(Resolution and order proclaiming the Abandonment of a County Road Book 2140
page 146, dated January 22, 2951)
EI Capitan Road from its intersection with Ramona Street to its intersection with Bryant
Street, as the same is delineated and designated upon that certain Map entitled "Map No.
1 Map of Stanford City, Santa Clara County, California " recorded May 3, 1910 in the
office of the Recorder of the County of Santa Clara, State of California, in Vol. "M' of
Maps, page 97 records of said County and
(Corporation Grant Deed Book 2143 page 235, dated January 30, 1951)
Lots 1 to 18 inclusive in Blpck'21 as laid down, designated and delineated upon that
certain Map entitled, "Map No. r Map of Stanford City, Santa Clara County, California"
recorded May 3, 1910 in the office of the Recorder of the County of Santa Clara, State of
California, in Vol. "M' of Maps, page 97 records of said County and excepting
therefrom:
(Grant Deed Book 2455 page 584, dated February 13, 1952)
Beginning at a point on the northwesterly line of Lorna Verda Avenue, formerly called
College Avenue, distant northeasterly upon said line 10.78 feet from the most southerly
corner of Lot 14, Block 21 Map No. 1 Map of Stanford City, Santa Clara County,
California" recorded May 3, 1910 in the office of the Recorder of the County of Santa
Clara, State of California, in Vol. "M' of Maps, page 97, records of Santa Clara County,
California:
thence southwesterly along a curve to the right, having a radius of 370 feet and a
central angle of 18°12', an arc distance of 117.53 feet;
thence South 56° 42' West 4.82 feet;
thence southwesterly along a curve to the right, having a radius of 20.00 feet and
a central angle of 36° 48' 34", an arc distance of 12.84 feet to a point on the
southwesterly line of Lot 18 of said Block;
thence South 51 0 30' East 27.56 feet to the most southerly corner of said Lot 18,
.• ..
2
LEASE AMENDMENT AND LAND EXCHANGE AGREEMENT
This Lease Amendment and Land Exchange Agreement is
'I entered into thi s {"3th day of It U{::f!/":;J?~ 2 0 O~ by and
between the Palo Alto Unified School District ("District")" and
the City of Palo Alto, a municipal corporation ("City").
RECITALS
A. The District is the owner of the certain property
as described and shown in Exhibit A attached hereto and commonly
referred to as the Cubberley Site.
Lease
whereby
B. The District and the City have entered into a
and Covenant Not to Develop dated September 1, 1989
the District leased to the City the Cubberley Site.
C. The District is
property as shown in Exhibit B
referred toas the Terman Site.
the legal owner of
attached hereto and
certain
commonly
D. In 1981, the District entered into a Lease to
Purchase Agreement (the "Terman Lease Purchase Agreement") with
the City whereby the City leased the Terman Site, including both
the New Terman School Site and the adj acent Terman Park, from
the District for 20 years with the right to acquire the Terman
Site on November 1, 2000. The City exercised its option under
the lease in a timely fashion, but with the consent of City, the
District has not yet delivered title to the Terman Site to the
City, and the City has remained in possession of the Terman
Site.
E. The District has determined that in order to
provide a quality education experience the desired range of
school size for middle schools is 600 to 900 students. The
District currently operates two middle schools, one of which has
an enrollment of 1,076 students and the other of which has an
enrollment of 1, 179 students. In order to ensure that middle
school students in the District receive the best education
possible, the District has determined that it is necessary to
open a third middle school in order to reduce the enrollments at
the middle schools to the range of 600 to 900 students.
F. The District has conducted an extensive search
for a site of the new middle school. Based on the residences of
1
011205 syn 0090986
the current middle school population, the District has
determined that a portion of the Terman Site, as shown in
Exhibit C attached hereto and incorporated herein ("the New
Terman School Site") is the most appropriate location for the
middle school.
G. In order to permit the District to reopen a
middle school at the New Terman School Site the City has agreed
to exchange its right to acquire the New Terman School Site for
a fee interest in a portion of the Cubberley School Site which
portion is of equal size to the New Terman School Site.
H. The City, with the consent of the District, and
the Albert L. Schultz Jewish Community Center ("the JCC")
entered into a sublease for a portion of the New Terman School
Site (" the JCC Sublease") in 1982. The JCC Sublease has not
expired. Under the terms of a Lease Termination and Mutual
Release Agreement approved by the City Council on September 1 0,
2001 between the City and the JCC and ~ separate Settlement and
Relocation Agreement between the District and the JCC, the
sublease between the City and the JCC will continue in effect
after transfer of title to the New Terman School Site.
I. The City and the District recognize and
acknowledge that if the parties did not enter into this
Agreement, and the parties and the JCC had not entered into the
Lease Termination and Mutual Release Agreement and the
Settlement and Relocation Agreement, the District would consider
instituting eminent domain action to acquire the New Terman
School Site and there would likely be opposition to such eminent
domain action.
NOW, THEREFORE, for good and valuable consideration,
the City and the District agree as follow:
1. Terman Site
The Terman Lease currently provides that upon
expiration of the Lease Term, which expiration occurred on
November 9, 2000, the District was to have conveyed to the City
fee title to the "Terman Site" . Due to the District's
determination that a portion of the Terman Site, namely the New
Terman School Site, is the most appropriate place to open a
middle school that is needed to serve the community, the Ci ty
and the District hereby agree to amend the Terman Lease as
follows:
2
011205 syn 0090986
(a) The Term of the Terman Lease is hereby extended
to September If 2002.
(b) The City shall make no further rental payments.
(c) Notwithstanding anything to the contrary in the
Terman Lease, the District agrees that on or before September 1,
2002, the District shall convey to the City by grant deed fee
title to that portion of the Terman Site identified in Exhibit D
attached hereto and incorporated herein as Terman Park, subj ect
to those exceptions shown on the Preliminary Report attached
hereto as Exhibit E. The City shall chose the escrow company
and title company to be used and shall pay all costs of escrow
and title insurance; the District shall sign and deliver a grant
deed and such other documents as are reasonably required to
close escrow wi thin thirty days after they are presented to
District for signature.
(d) Notwithstanding anything to the contrary in the
Terman Lease, the City agrees that on or before September 1,
2002, the City shall execute a quitclaim deed or such other
document as the District may request relinquishing any leasehold
rights or rights of ownership the City has to the New Terman
School Site, as shown in Exhibit c.
(e) The City and the District agree to execute and
record in the Official Records of the County of Santa Clara a
termination of lease terminating the Terman Lease effective as
of September 1, 2002.
(f) The City shall convey its interest in the New
Terman School Site subject to the sublease to the JCC.
(g) The City and the District shall enter into a
j oint use agreement. regarding Terman Site in substantially the
form attached hereto as Exhibit F.
2. Cubberley Property
(a) The District in consideration for the City
relinquishing control of the New Terman School Site hereby
agrees to convey fee title by way of a grant deed a portion of
the Cubberley Site ("Cubberley Conveyance Property") as set
forth in Exhibit G attached hereto and incorporated herein
3
o 11205 syn 0090986
simultaneously with City's relinquishments of its rights to the
New Terman School Site subject to those exceptions shown on the
Preliminary Report attached hereto as Exhibit H. The City shall
chose the escrow company and title company to be used and shall
pay all costs of escrow and title insurance; the District shall
sign and deliver a grant deed and such other documents as are
reasonably required to close escrow within thirty days after
they are presented to District for signature.
(b) Prior to the conveyance of the, Cubberley
Conveyance Property, the City and the District will agree on the
legal description and surveyor's map describing the Cubberley
Conveyance Property, which legal description and map shall
generally conform to the property lines set forth in Exhibit G.
At the time the Cubberley Conveyance Property is conveyed to the
Ci ty, the City and the District shall execute the Amendment No.
2 to Lease and Covenant Not to Develop attached hereto and
incorporated herein as Exhibit I.
3. District Right to Acquire
I f the City wishes to sell its fee interest in
the Cubberley Conveyance Property any time prior to September 1,
2022, the City shall give written notice of such intention to
the District. The District shall have the option to acquire the
Cubberley Conveyance Property for fair market value. If the
City and the District are unable to agree on fair market value,
the purchase price for the Cubberley Conveyance Property shall
be determined as follows: The fair market value of the property
shall be determined bya state-certified appraiser acceptable to
City and District with the cost of th~ appraisal to be shared by
City and District equally. Should City and PAUSD not agree upon
a State certified designated appraiser, one shall be appointed
by the presiding judge of the Superior Court of Santa Clara
County. The district must provide the City with wri tten notice
of its intent to acquire the Cubberley Conveyance Property
within ninety (90) days of receiving notice from the City of its
intent to sell the Cubberley Conveyance Property.
4. City Right to Acquire
I f the Di strict wi shes to sell its fee interest
in the New Terman School Site any time prior to September 1,
2022, the District shall give written notice of such intention
to the City. The City shall have the option to acquire the New
Terman School Site for fair market value. I f the District and
the City are unable to agree on fair market value, the purchase
4
011205 syn 0090986
price for the District Portion of the Terman Site shall be
determined as follows: The fair market value of the property
shall be determined by a state-certified appraiser acceptable to
City and District with the cost of the appraisal to be shared by
City and District equally. Should City and PAUSD not agree upon
a State certified appraiser, one shall be appointed by the
presiding judge of the Superior Court of Santa Clar~ County. The
City must provide the District with written notice of its intent
to acquire the New Terman School Site within ninety (90) days of
recei ving notice from the District City of its intent to sell
the new Terman Schodl Site.
5. Settlement of Potential Litigation
The City and the District acknowledge that this
Agreement is being entered into in order to settle potential
litigation regarding the possession of the New Terman School
Site. The Parties agree that no part of this Agreement will be
admissible as evidence in a court of law in the event the
District institutes eminent domain actions to acqui~e possession
of the New Terman School Site and that this Settlement Agreement
shall be subject to the applicable California Evidence Code
Section related to the inadmissibility of settlement
discussions.
6. Mutual Release
Upon performance of the parties' obligations
under this Agreement, and in consideration for the conveyance of
the Cubberley Conveyance Property, and other consideration set
forth herein, the City hereby releases and forever discharges,
on behalf of the City, and its successors, assigns,heirs,
executors and administrators, the District and its board
members, officers, directors, employees, agents, contractors and
affiliates from any and all demands, claims or causes of action
against the District, including without limitation all claims,
demands or causes of action arising out of or pertaining to any
occurrence, event, circumstances or matter of any kind or nature
arising out of, directly or indirectly, the acquisition of the
New Terman School Site by the District, including, but not
limited, to any claims for compensation for leasehold value,
fixtures and equipment, loss of business goodwill, severance
damages, interest, litigation expenses, attorneys' fees and
costs (including, but not limited to, costs incurred to
negotiate this Agreement) , loss or damages for inverse
condemnation, unreasonable precondemnation delay, unreasonable
precondemnation activities and statutory relocation benefits.
5
011205 syn 0090986
Upon performance of the parties' obligations under this
Agreement, and in consideration for the City relinquishing its
rights to the New Terman School Site and other consideration
herein set forth, the District hereby releases and forever
discharges, on behalf of the District, its successors, assigns,
heirs, executors and administrators, the City and its council
members, officers, directors, employees, agents, contractors and
affiliates from any and all demands, claims or causes of action
against the City relating to the City's occupancy of the New
Terman School Site including attorneys' fees and costs
(including costs to negotiate this Agreement) .
In giving this release, the City and the District
expressly waive the protection of Civil Code Section 1542, which
statute provides as follows:
"A general release doe~ not extend to claims
which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by
him must have materially ~ctred his settlement with debtor."
','W )('"11 District '~IWii\ Ci ty ,/;.:r-
_/ ; l,,_~
7. Headings
The title and headings of the various Section of
this Agreement are intended for means of reference and are not
intended to place any construction on the provisions of this
Agreement.
8. Invalidity
If any provisions of this Agreement shall be
invalid or unenforceable, the remaining provi sions shall not be
affected thereby, and every provision of this Agreement shall be
valid and enforceable to the fullest extent permitted by law.
9.
Parties as a
contradicted
agreement.
011205 syn 0090986
Entire Agreement
The terms of this Agreement are intended by the
final expression of their agreement and may not be
by evidence of any prior or contemporaneous
No provision of this Agreement may be amended except
6
by an agreement in writing signed by the Parties hereto or their
respective successors in interest. The Parties were represented
by attorneys with regard to the drafting of this Agreement, and
neither party shall be deemed to be the drafter of this
Agreement.
10. Successors
This Agreement shall be binding upon and inure to
the benefit of the heirs, executors, administrators, successors
and assigns of the Parties hereto.
11. Governing Law
This Agreement shall be governed by the laws of
the State of California.
12. Execution
This Agreement may be
counterpart originals.
13. Attorneys' Fees
executed in multiple
In the event of a breach of this Agreement, the
non-breaching party shall recovery all attorneys' fees and
litigation expenses incurred as a result of such breach andlor
to enforce this Agreement, including without limitation costs of
appeal.
II
II
II
II
II
II
II
II
II
II
7
011205 syn 0090986
· cue B Ef< LEY SITE
Legal Description
PARCEL 1 (continued)
EXHIBIT A
Beginning at a point on the Southwesterly line of Middlefield Road at the
most Northerly corner of that certain parcel of land conveyed by Ralph
Grebmeier, at UX, to Rolf Grebrneier, a married man, by Deed dated August 14,
1954 and recorded october 15, 1954 in Book 2993 of Official Records, Page
211; thence leaving said line of Middlefield Road and running along the
Northwesterly·line of said Grebmeier parcel, South 57' 421 46" West 221.83
.feet: thence leaving said Northwesterly line of said Grebmeier parcel and
running North 32' 04' 46" East 200.00 feet to a point on the Southwesterly
line of Middlefield Road; thence along said line 6f Middlefield Road, South
57· 55' 14" East 95.97 feet to the point of beginning and being a portion of
the Rancho Rincon de San Francisquito.
PARCEL 2
Beginning at the ~ost Southerly corner of Lot 11 in Block 1, as shown on the
Map of Tract 1310, Greenmeadow, whioh Map was filed for record in the office
6f the Recorder of the County of Santa Clara, state of California on July 7,
1954 in Book 50 of Maps, Pages 50 and 51; thenc~ along southwesterly line of
said Lot 11, North 33' 33' 18" West 40.00 feet; thence along a Southeasterly
line of Lots 11 and 12, block 1, as shown on the Map hereinabove referred to,
south 56" 26 1 42" West 50.00 feet; thence along a Northeasterly line of said
Lot 12, south 33'·33' lS" East 40.00 feet; thence aionq the Northeasterly
pr~lonqation of the .mo~t Southerly line of said Lot 12, North 56' 26 1 4~~
Eas·t 50.00 feat to the point of beginning, and being a portion of the santX<
Ri:a Rancho.
PARCEL 3
Beginning at a point on the Northwesterly line of that certain parcel of land
conveyed by Ralph Grebmeier, et ux, to Ro1t Grebrneier, a married man by Deed
dated August 14, 1954 and recorded October 15, 1954 in Book 2983 dfOfficial
Records, page 211, distant thereon, South 57"42' 46" West 221.83 feet from
the point of intersection of said Northwesterly line with the Southwesterly
1 ina of Middlefield Road; thence along the Northwesterly ·line of· said
Grebmeier parcel, South 57· 42' 46" West 221.83 feet to the most Westerly
cornerthereot; thence along the Southwesterly line of said Grebmeier parcel
and parallel with said 1 ine of Middlefield Road , South 57' 55' 14" East 9 5 . 9.7
feet~ thence leaving the southwesterly line of said Grebmeier.parcel and
running North 32.04 1 46~ East 200.00 feet to the point of beginnins and
being a portion of the Rancho Rincon de San Francisquito. .
~XCEPTION
Excepting therefrom a portion of Parcell and Parcel 3 described as follows:
Beginning at the most Southerly corner of the above described Parcel 3:
thence North 57" 5S' 14" West 95.97 feet; thence South 57· 42' 46" West 17.41
feet; thence North 32' 04 f 46" East 53.19 feet: thence South 57' 55 I 14 91 Ea~ +-
103.50 feet i thence South 32' 04 I 46" West 3 7 • 50 feet to the point l;
beqinning.
containin9 0.0905 acres. 2
•• NORTH
"AMERICAN
"TITLE •• COMPANY
February 8, 2000
CITY OF PALO ALTO
250 HAMILTON AVENUE
PALO ALTO, CALIFORNIA 94301
ATTN: ELAINA CHAN
PROPERTY ADDRESS
NO SiTUS GIVEN
Exhibit E
Preliminary Report
DIRECT ALL INQUIRES TO:
Escrow Officer: DEBORAH MINARIK
Telephone No. 650-917-5699
Our No.: 50370029
iN RESPONSE TO THE ABOVE REFERENCED APPLICATiON FOR A POliCY OF TiTLE INSURANCE,
North American Title Company I Inc.
HEREBY REPORTS THAT IT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED, AS OF THE DATE HEREOF, A
POliCY OR POLICIES OF TITLE INSURANCE, DESCRIBING THE LAND AND THE ESTATE OR INTEREST
HEREINAFT'ER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY
DEFECT, LIEN, OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT
EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS AND STIPULATIONS OF
SAID POliCY FORMS.
THE PRINTED EXCEPTIONS AND EXCLUSION FROM THE COVERAGE OF SAID POLICY OR POliCIES ARE SET
FORTH ON THE ATTACHED COVER, COPIES OF THE POliCY FORMS SHOULD BE READ, THEY ARE AVAILABLE
FROM THE OFFICE WHICH ISSUED THIS REPORT.
PLEASE READ THE EXCEPTIONS SHOWN OR REFERRED TO BeLOW AND THE EXCEPTIONS AND EXCLUSIONS
SET FORTH IN EXHIBIT A OF THIS REPORT CAREFULLY. THE EXCEPTIONS AND EXCLUSIONS ARE MEANT TO
PROVIDE YOU WITH NOTICE OF MATTERS WHICH ARE NOT COVERED UNDER THE TERMS OF THE TITLE
INSURANCE POLICY AND SHOULD BE CAREFULLY CONSIDERED.
IT IS IMPORTANT TO NOTE THAT THIS PRELIMINARY REPORT IS NOT A WRITTEN REPRESENTATION AS TO
THE CONDITION OF TITLE AND MAY NOT LIST ALL LIENS, DEFECTS, AND ENCUMBRANCES AFFECTING TITLE
TO THE LAND.
THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS THERETO) IS iSSUED SOLELY FOR THE PURPOSE OF
FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS ASSUMED HEREBY. iF
IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF POLICY TITLE INSURANCE, A BINDER
OR COMMITMENT SHOULD BE REQUESTED. .
Dated as of JANUARY 28, 2000
at 7:30 A.M.
DONNA HARNDEN
Title Officer
419 S. SAN ANTONIO ROAD #106, LOS ALTOS, CA 94022.(650)917-5699 FAX (650)917-8607
The form of policy of title insurance contemplated by this report is:
ALTA Loan Policy -Form 1 (10-17-92) and/or CL TA Standard Coverage Policy -1990
The estate or interest in the land hereinafter described or referred to covered by this report
is:
A FEE
Title to said estate or interest at the date hereof is vested in:
PALO ALTO UNIFIED SCHOOL DISTRICT
Page 2 of 8
Order No. 50370029
Description: The land referred to herein is situated in the State of California, County of
SANTA CLARA, CITY OF PALO ALTO, and is described as follows:
PARCELS A AND C AS SHOWN ON PARCEL MAP FILED 12/5/83 IN BOOK 521 OF MAPS
AT PAGES 52 AND 53; AND
PARCEL 1 AS SHOWN ON PARCEL MAP FILED 7/13/83 IN BOOK 514 OF MAPS AT
PAGES 49 AND 50.
ASSESSOR'S PARCEL NO.: 167-05-003,028,030, 031
Page 3 of 8
Order No. 50370029
At the date hereof exceptions to coverage in addition to the printed exceptions and
exclusions contained in said policy form would be as follows:
1. The lien of supplemental taxes, if any, assessed pursuant to the provisions of
Chapter 3.5 (commencing with Section 75) of the Revenue and Taxation Code of the
State of California.
2. Any adverse claim based upon the assertion that:
A) Some portion of said land has been created by artificial means, or has
accreted to such portion so created
B) Some portion of said land has been brought within the boundaries thereof by
an avulsive movement of ADOBE CREEK, or has been formed by accretion to
any such portion.
Said matter affects: PARCEL C
3. An easement affecting the portion of said land and for the purpose stated herein,
. and incidental purposes.
In favor of: CITY OF PALO ALTO
No representation is made as to the present ownership of said easement.
For:
Recorded:
Book:
Page:
Affects:
PEDESTRIAN AND BICYCLE RIGHT OF WAY,
PUBLIC UTILITIES
OCTOBER 17, 1974
B135
351
SOUTHEAST CORNER OF PARCEL C, AS SHOWN
ON MAP
Page 4 of 8
Order No. 50370029
4. An easement affecting the portion of said land and for the purpose stated herein,
and incidental purposes.
In favor of: CITY OF PALO ALTO
No representation is made as to the present ownership of said easement.
For:
Recorded:
Book:
Page:
Affects:
RIGHT OF WAY FOR BICYCLE, PEDESTRIAN AND
PUBLIC UTILITY
MAY 9, 1975
B402
297
SOUTHEAST CORNER OF PARCEL C, AS SHOWN
ON MAP
5. A Lease executed by and between the parties named herein, for the term and upon
the terms, covenants and conditions therein provided.
Type of Lease:
Dated:
Lessor:
Lessee:
Term:
Recorded:
Instrument No.:
Book:
Page:
MASTER LEASE
NOVEMBER 1, 1981
PALO ALTO UNIFIED SCHOOL DISTRICT
CITY OF PALO ALTO
JANUARY 12, 1982 -NOVEMBER 9, 2000
JANUARY 12, 1982
7257350·
G549
536
Among other things, said Lease provides for:
OPTION TO PURCHASE
The present ownership of the Leasehold created by said Lease and other matters
affecting the interest of the Lessee are not shown herein.
6. An easement affecting the portion of said land and for the purposes stated herein,
and incidental purposes, shown or dedicated by the map of:
Subdivision:
Book:
Page:
For:
Affects:
PARCEL MAP
514 M
49-50
EMERGENCY ACCESS ROAD EASEMENT &
EASEMENT FOR STREET PURPOSES
PORTION OF PARCEL 1, AS SHOWN ON MAP
Page 5 of 8
Order No. 50370029
7. An easement affecting the portion of said land and for the purposes stated herein,
and incidental purposes, shown or dedicated by the map of:
Subdivision:
Book:
Page:
For:
Affects: .
PARCEL MAP
521 M
52-53
COMMON ACCESS ROAD AND COMMON AREAS
PORTION OF PARCEL A, AS SHOWN ON MAP
S ... -.--T~~eas.e..b¥-aod bet'tVeen tne parties j:Hilmed hereinr fQr .... :tJ::j.e-te.uu.J1E!!;L
upon the Terms, Covenants and Conditions therein provided: ,/ ,./
. MEMORANDUM OF LEASE //
SUB LEASE //
Disclosed by:
Type of Lease:
Dated:
Lessor: CITY OF PALO ALTO MUNICIPAL
Lessee:
JULY 1, 1982 ~
CORPORA TION
UNITED J.JE·Wi£frCoMMUNITY CENTERS, A NON-
PROFIT CBRPORATION
Term: NONE",SHOWN
Recorded: A"EMBER 19, 1983
Instrument No.: 7922983
Book: . . 1160.
Page: . ./"" 111 /~
The present ..... e1\Nnership of the Leasehold created by said Lease and other matters affe~e interest of the Lessee are not shown herein.
".<' .8 a I d FfI alt€f-aff·eet&:-·--_·_-I?ARCE-b--+---
9. REQUIRE RESOLUTION OF BOARD OF TRUSTEES OF SCHOOL DISTRICT
AUTHORIZING THIS TRANSACTION.
END OF EXCEPTIONS
Page 6 of 8
Order No. 50370029
EXHIBIT F
AGREEMENT FOR
JOINT USE OF TERMAN SITE
This AGREEMENT FOR JOINT USE OF TERMAN SITE, entered
into this day of , 2001, by and between City
of Palo Alto and Palo Alto Unified School District, hereinafter
referred to as "City" and "School District".
RECITALS
1. The City and School District have entered into a
property exchange agreement in which the City obtains fee title
to approximately eight (8) acres of land at the Cubberley
Community Center and the School District obtains fee title to an
equivalent area at the Terman Site. At the Terman Site, the
City will own a dedicated public park, Terman Park, which
includes playing fields and tennis courts. The School District
will own the Terman Middle School, developed with school
buildings, including a gymnasium, a parking lot, and a swimming
pool. A map showing the Terman Site, Terman Park, and the
Terman Middle School is attached as Exhibit A. As part of the
land exchange' agreement, the Ci ty and the School District' have
agreed to enter into this joint use agreement for the Terman
Site. The purpose of the agreement is to cooperatively use the
Terman Site so that both educational and community s~rvices can
be provided to those living in the City and the School District.
2. The City and the School District also have power
to assist each other under Education Code Sections 17051(a) and
35275 and Government Code Section 6500 et seq. of the State of
California, which authorize and empower public school districts
and municipalities to cooperate with each other and to that end
enter into agreements with each other for the purpose of
organizing, promoting and conducting such programs of community
recreation and education for children and adults of the state.
3. The School District has need of the Terman Park
playing fields for its middle school, and the City has need of a
portion of the Terman Middle School buildings for its library
and related acti vi ties. Both Ci ty and School District wish to
have the Ci ty provide recreational programs for middle school
children and others that will make use of both the Park and the
Middle School. Terman Park is a dedicated park and use of the
Park by the School District must be consistent with that
designation; Terman Middle School will be a public school
1
011206 syn 0090910
facility, and its use as a middle school will have priority over
all other uses.
NOW, THEREFORE, the City and School District mutually
covenant and agree with each other as follows:
A. Principles
1. The Ci ty and School District shall cooperate in
the use of the Terman Site.
2 .
the School
School, in
Agreement.
The City shall control use of the Terman Park and
District shall control use of the Terman Middle
a manner that is consistent wi th this Joint Use
B. Joint Use of the Terman Site.
1. The School District shall make Terman Middle
School facilities and equipment available to the City as
described -in Attachment 1 . The School -District shall-also --make
such facili ties and equipment available upon application of the
City provided that their use for City purposes does not
interfere with the School District's use of such facilities and
equipment for Terman Middle School or constitute a violation of
provisions of the California Education or Government Codes. No
charges shall be made for such use other than those specifically
described in this Agreement.
2. The City shall make Terman _ Park facilities
available to the School District as described in Attachment 2.
The City shall also make such facilities and equipment available
upon application of the School District, provided that their use
for School District purposes does not interfere with the use of
the facilities or equipment by the Ci ty in connection wi th its
stated purposes or with Ci ty Charter provisions and ordinances
regulating the use of dedicated park land. No charges shall be
made for such use other than those speci fically described in
this Agreement.
3. The Ci ty Manager and the Superintendent of
Schools do hereby delegate the responsibili ty for establishing
schedules for facilities and equipment use to the City Director
of Community Services and the School District Business Manager.
4. Each party using facilities or equipment owned by
the other pursuant to this agreement shall furnish qualified
personnel for the proper conduct and supervision of the use.
2
011206 syn 0090910
5. The party using facili ties or equipment of the
other under this agreement shall repair, or cause to be
repaired, or will reimburse the owner for the actual cost of
repairing damage done to the facilities or equipment during the
period of such use, excluding damage attributed to ordinary wear
and tear.
C. Scheduling and Supervision
1. Subject to the limitations in Section A above and
to the specific commitments set forth in Attachment 1, in
scheduling the use of Terman Middle School, Terman Middle School
events and programs shall have first priori ty and City
recreation programs and. City co-sponsored programs shal;l have
second priority. In cases of emergencies or errors in
scheduling, the Terman Middle School events and programs shall
have first priority for use. Every reasonable attempt will be
made to avoid such conflict. Ci ty acti vi ties shall not be
scheduled on Terman Middle School facili ties between the hours
of seven thirty a.m. and three-thirty p.m. on days when school
is in session without the permission of the school principal.
2. Subject to the limitations in Section A above and
to the specif ic cornmi tments set forth in At tachrnent 2 below, in
scheduling the use of Terman Park, City recreation programs and
Ci ty co-sponsored programs shall have first priority. Terman
Middle School events and programs shall have second priori ty.
In cases of emergencies or errors in scheduling, the City
programs and events shall have first priori ty for use. Every
reasonable attempt will be made to avoid SUc? conflict. School
activities shall not be scheduled before seven thirty a.m. or
after three-thirty p.m.
3. The City will have a responsible adult
representati ve present at all times at any Ci ty event held on
the Terman Middle School. That representative may be a
volunteer or a paid City employee responsible to see that School
District rules and regulations are observed and complied wi th
and that the facilities and grounds are returned to existing
condition upon completion of the activity. The City will have a
City employee on call at all times that a City-sponsored or
scheduled acti vi ty is occurring in the Terman Middle School in
order to respond and investigate any questions or lmproper
action at such activities and events.
4. The School District will have
representative present at all times at
3
011206 syn 0090910
a responsible adult
a School District
activity or event is held In Terman Park. That representative
may be a volunteer or a paid School District employee
responsible to see that City rules and regulations are observed
and complied with and that the facilities and grounds are
returned to existing condition upon completion of the activity.
The School District will have a School District employee on call
at all times that a School District-sponsored or scheduled
acti vi ty is occurring in Terman Park in order to respond and
investigate any questions or improper action at such activities
and events.
5. The City and School District shall submit to each
other wri tten use requests in advance. Requests for advance
scheduling shall be submitted annually according to the
following schedule:
July 1st for the School Year
February 1 st for the summer months
The Terman Site Joint Use Committee shall approve a
master calendar for each of these periods wi thin thirty (30)
days of the submi t tal of the reques ts for advance scheduling.
Each schedule will be arranged so as to avoid any conflict
between the School District's and City's uses of the facilities
and equipment. The City or the School District shall not
schedule other uses until first and second priorities are set as
prescribed herein.
D. Maintenance of Terman Site Facilities.
1. Basic Standard. Facilities jointly used shall be
adequately maintained to insure appropriate and safe use,
appearance and longevity.
2. Basic Responsibility. Except as may otherwise be
specified herein, the responsibility for maintenance, repair and
renovation of facilities shall be the responsibility of the
owner of the real property on which the facility is situated.
E. Maintenance of Athletic Fields.
1. Turf Areas and Tennis Courts on Terman Site.
a. The City will continue its
maintenance program for turf areas of the Terman Site.
areas are shown on Attachment 3. Pursuant to that
4
011206 syn 0090910
existing
These
Master
Maintenance Agreement, the Ci ty will mow, trim, fertilize and
irrigate and perform other maintenance work of a general riature
at the fields at the frequencies and times in accordance· with
the field maintenance standards adopted by the City. The School
District will pay one half of the City's actual cost to maintain
the fields.
b. The City will also maintain the drainage and
irrigation systems of the fields under the terms and conditions
described in the Master Maintenance Agreement between the Ci ty
and the District; If these systems need repair or replacement,
the City will consult wi th the School District on the scope of
work and estimated cost to perform it, and the School District
shall confirm its approval of the scope of work. The School
District shall pay one half of the City's actual costs for such
approved repair br replacement work.
c. The City will continue its existing
maintenance program for tennis courts in Terman Park. The City
will wash and air blow the surfaces of the courts, repair and/or
replace, as reasonably necessary, the tennis nets and screens,
and perform other maintenance work of a general nature at the
frequencies and times in accordance with the maintenance
standards adopted by the City. The City will also resurface and
restripe the courts. Such resurfacing and restriping will be
scheduled to match the City's existing tennis court resurfacing
program at an appro~imate five year interval for such work. The
School District shall pay one half of the City's actual cost of
maintaining and resurfacing the courts.
d. Money owed by the School District to the
Ci ty under this Agreement will first be credi ted against any
monthly lease payments due and payable by the City under its
lease agreement with the District enti tIed "Lease and Covenant
Not to Develop," as amended from time to time. If the sums owed
under this agreement exceed those payments, the City shall bill
the School District and the School District shall pay the City
within forty-five days after receipt of its invoice.
2. Custodial Services. The School District shall
provide all custodial services for the Terman Middle School. If
the Terman Middle School is used by the City at a time when
custodial staff is not regularly on duty, or when a custodian is
required to open a facility, the City shall pay the cost of the
custodial time to the School. Al ternati vely, the City may
arrange wi th the School District to open and close a facility
itself.
5
011206 syn 0090910
F.Library Facilities.
City will continue its existing library at the Terman
Middle School until such time as the District gives it notice
that all or a portion of those facilities are needed for
district purposes. Upon six months written notice that all or a
portion of the facili ties are needed for district purposes, the
City shall vacate the identified portions of the premises.
G. Restrooms at Terman Middle School.
1. The restroom facilities located at Terman Middle
School shall be available for public use while City programs are
scheduled at either Terman Middle School or Terman Park, and
while the Terman Library is open to the public. They shall also
be available to library staff during their working hours.
2. The School District shall perform custodial
maintenance of the restrooms on a daily basis when its
custodians are on duty. On days when its custodians are not on
duty, the School district shall make arrangements in advance, as
part of the scheduling agreements, to provide supplies to the
City on site so that is may restock the restrooms on those days.
H. Establishment of City and School District Joint Use
Committee.
The City Manager
designate two staff members
which is hereby established.
three times a year, but may
necessary to administer this
responsible for administering
I. Term of Agreement.
and the Superintendent shall each
to the Terman Joint Use Committee
The Committee shall meet at least
meet addi tional times each year as
agreement. The Committee shall be
this joint use agreement.
This agreement shall commence upon the date first
entered above and shall end upon termination of the Cubberley
Lease between the Ci ty and the School District unless o'therwise
terminated by consent of the parties.
J. Indemnification.
The Ci ty shall investigate, defend and indemnify the
School District from any and all claims, demands, actions or
damages arising out of the City's use of School District
Facili ties to which the School District may be subj ected as a
direct consequence of this agreement except for those claims,
6
011206 syn 0090910
demands, actions or damages resulting solely from the negligence
of the School District, its officers, agents and employees.
The School District shall investigate, defend and
indemnify the City from any and all claims, demands, actions or
damages arising out of the School District's use of City
Facilities to which the City may be subjected as a direct
consequence of this agreement except for those claims, demands,
actions or damages resul ting solely from the negligence of the
City, its officers, agents and employees.
K. Complete Understanding and Amendments.
This agreement and the attached exhibits set forth the
complete agreement and understanding of the parties; any
modification must be in writing executed by both parties.
L. Notices.
If at any time after the execution of this agreement,
it shall become necessary or convenient for one of the parties
hereto to serve any notice, demand or communication· upon the
other party, such notice, demand or communication shall be in
writing and shall be served personally or by depositing the same
in the United States mail, return receipt requested, first class
postage prepaid and (1) if intended for City shall be addressed
to:
with a copy to:
City Clerk
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94301
Director of Community Services
Department
P.O. Box 10250
Palo Alto, CA 94301
and (2) if intended for PALO ALTO UNIFIED SCHOOL SCHOOL DISTRICT
shall be addressed to:
011206 syn 0090910
Palo Alto Unified School District
25 Churchill Avenue
Palo Alto, CA 94306
7
or to such other address as either party may have furnished to the
other in writing as a place for the service of notice. Any notice
so mailed shall be deemed to have been given as of the time the
same is deposited in the United States mail.
IN WITNESS WHEREOF, the parties have executed this
agreement on the date and year first above written.
CITY OF PALO ALTO
A municipal corporation
Frank Benest
City Manager
ATTEST:
City Clerk
APPROVED AS TO FORM:
Ariel Pierre Calonne, City Attorney
By ______________________ ___
APPROVED A$ TO CONTENT:
PALO ALTO UNIFIED
SCHOOL DISTRICT
Robert Golton
Acting Superintendent
Paul Thiltgen, Parks and Recreation Director
By ______________________ _
8
011206 syn 0090910
ATTACHMENT 1
CITY USE OF TERMAN MIDDLE SCHOOL
ATTACHMENT 1
The JCC shall have priori ty over the Ci ty for use of the pool
and the gymnasium for its programs year round until it
to its permanent facilities or until August 31, 2009,
relocates
whichever
found in is earlier. All exceptions to this can be
Attachment 1A.
The City's use of the Terman site following August 2003 will
include:
1. Swimming Pool
a. School year-After school, evening and weekends for
-ins tructional programs _and lap swimming._
b. Summer-Seven-day and night uses for instructional
programs, recreational swimming and lap swimming.
2. Gynmasium
a. School Year-After school for middle school
athletics, youth and teen programs evenings;
Weeknights for youth and adult programs; Weekend and
night use for youth, teen and adult programs.
b. Summer-Seven-day and night uses for youth, teen and
adult programming.
3. Library Wing
011206 syn 0090910
Use of that wing as a neighborhood library subject to
section F of this agreement. This use may be
converted to City/School joint library services at
some time in the future.
9
I;W\l!!V\\~ . ...... .
1\ 1\/· & "~~I)!t1\'!\
1 tWIIMl ~~ttYli,\i~
1.111l'tlrlt1t: .
\ tl\l ~~ ~ c.JIrU .
/'1,\'\ 1'1'111),,,,,,
Opl'l \ ~IJ ~1\'\.' t( \'i{')L1\C ,\1
\.
........... ..1.. .. ,10_ ....................... , ..... _ ... _
, ", "" ", ~ ..
~}~f2f,f49_@tp
O~pr1I'[melll ~I (',{)frIl11~71ity Sr!t'LI/Ct'S
Ml'{ samly J,3!ovad ,
AlbL'1i Sch'Jlir. Jew-\sh Comm4nity C~nier
6$5 A\~bt'a.dero l~o~
Pt1l0 Atto, CA 94)Q()
TI,o !rltqnHQfl Qf tbhl citiOUIl1.Cnt h) ~o. ~ye OVj Wt1)' to cll(:'1w. the Jo-Wv:~
CommtH\1ty Centt'l'l' int~rlm l.\~~ ~r (,iYll1. A ~t thl:\ C,ub~~ley Comrn~!)ll)l
(;CX)tcl'. In thh~ r~g,~, the lee will h~vo c:<.~hJslve U5¢ (II' Qym A at (JIO
C\I\1b\tfl<,e)' CQmm"nh.y Centet\ throUghou\ \h~ y·w, with U\e excap\\on of
. l~(ldays, rJ:~O p.lh, tQ 10-:30 r,mt. ~n~ S{\l\Afda~S, t;30 8,01, to noon, ~aJ~lIg
A~\ll\t&t 1, 200'~ •. 1rt otdo~tQ exleEld $,lab use or(lyoo A to.he JCC all Qr,)io
,n~n~~L1Qna.l pr~gr~m~ th~t pre~el1tlyemBt in Gym A n,ust' b~ 'inm!if\arred tQ
tho TI!'i"lmmgym. Sl~o\lt~ tho City chiln8~ ;($ PtO$'~r"mh~ aelh1tle~ it'll tl~
. futur~l th(l JCC wi;;ut.d have th'st r12ht of' usc ef tbtl T~al\ (jYH1,
. Additionally, the Cib will b{; flexIble in its pn~griUlU'i1ing m the TMmUL'l
Gym • .and! whenovCf po~slblri; colla~ort4l! with the sec on V{b~:!m5, .
~n~1i wnditj¢l1~ C';Ir thi~ dQ<:'411~tafo ~~bjO\-i \0 t~~ Sluc~s~(t.ll approval of a
sllbl~!lIe b~tw.~ tho ICC aud the-City or hie;) A'~& (Of stw Interim uS\! !)f
tlw CL;'ob\'lr1~y CC)~nm~lllW C~t¢( ~i~Ot ll.I'\d C~'l')()~ bQ rlC!Uc~ ~PO!~ h;y 1\11)1
Uli!'U party (itloludit1g t~ T'AUSD) until such dl;pm~al.· This tetter ~'IH
~~~MO an addendum .to thlO Cily orNlo AItu{('nlo Alto Ulu~td S~hQI.i!
l)i.~~riv' A~~Hlcl~t nil Jo!nll)t;1,1 ~lnb" 11~Wi!&sll Sli~;
. '
COl'lillilollj ~t i.etfna.l~ Middlo S~hQcl gYln~~m!
. It. Th~. U~Q Qr the 'rCL'rl~l, gYl);\,. ()ut~l~~ or »J\USD Usel wm be &ebtdulcd
Orst by th~ tee. 'fhe CrLy Cnn s~hcd\lle .ll ()Ut$( times hot u~oo by Inc Jee
Md r AUSU. ~xeeptio.n~IO tMs potic)' art' as roliow$: .'
ii Ueeh'l.l'tina in Septobmbcr 1.003, alae Palo Alt" RCCl'OfAtitiu Divi!1<on will
h~wc 'U.$(;: 1.)( nl~ "l\1)J1!n Gym MOJ1d~y through .~ridaLYI Sept~ber tt'u'OIJ~;h.
Il1t'~~ rrol\i' ·3:10· JP.m. tQ' 10:)0 il,m. ~M' ~1A!lJrday Md SUll(h4~&, ~;~O a.I~;
thl"l)liah 1 0: 30 ~U\l ..
L\lo(l ~n\ C\!l'Iil.'j'
'1.'05 Mkl,Il\"'lr\~1 r.t1'lMI ~l~~ M(\!l, CA 9-,Slll
Mll!t~1.,'t~1
\/JVr:'.(WS """.f4' ., .. M 1;-; ~ .. (\1\1\11\1 .
t (\UII\tll $\'1 Yi~'('~.
Il1iljllll.,'1I .
'\'ll<~ f... ~,olf
1l1'1."~'l.~1!h1n.
V\'1I111 ~'pn n~ 'k~1CI\I,()y
ATTACHMENT lA
~l,o/._Qt ~~ AltQ
Df1pt:r//ll/lhfo! C91t1!f1 !II lily g'lroi",I$
ill fJegirining in 200), YMOA ~~~~etball wW use the Terllll\n CJy ll1 Jaowlll'Y'
~hl'uugh M~uch tlr~~\.h y~ar, 2.:30. a.m, thrc~l~h 6:00 p m. tr~ ,~~hr.del>I!;, .
. 1 ·Tl1o Jee .bas i\'\forin~ ~b~ City of Hs ifl,~~~iQn to ooIl\ilule spoU!1orship
or $t4~lH'~( ~m'Ps. at th~ 'I'~rm~n Gym, a~ is ~a); fot the l~st 2.Q yout If Iho
lee clCl~ tlot sponsor sumrnotMli'p' bctiv}tle~ In '100 Termal1 sym, lh¢ City
of l>~lo :Alto r~ql.\osts the ..,p~oe to prQsram CAmps rri>m 'un,,: throuUh
A~'SIl.'.1C, beBTnl~!ns in 2(,}O3 frQI1l 9:00 "'.11'1;' \lU)'JLtgh 3:00 p.Iil., Monday
Ihl'Q\lgh PridLlY.. . .
The ~bQ'Ve·.ool'ldIHons am underst¢¢qand llopprovedby;. . ,
ATTACHMENT 2
SCHOOL DISTRICT USE OF TE~~ PARK
School District shall be entitled to the issuance of a City
permit under Chapter 22 of the Palo Alto Municipal Code for use
of portions of Terman Park during certain hours. School
Di stric t shall not be required to pay for such permit, and in
any case where there is a contradiction between the terms of the
permit and the terms of this Agreement, this Agreement shall
govern.
1. Terman Tennis Courts
a. Terman Middle School shall have first calIon the
tennis courts between the hours of 7:30 a.m. and 3:30 p.m. on
days when Terman Middle School is in regular session.
b. School District shall pick up all litter and
leave courts in good condition 'at end of every day of use.
2. Terman Playfields.
a. Terman Middle School shall have first calIon the
playing fields between the hours of 7:30 a.m. and 3:30 p.m. on
days when Terman Middle School is in regular session. School
District will not have the right to routinely exclude members of
the public from any dedicated playing field or parkland. School
District will have the right to take reasonable actions to
protect both its first call on the playing fields and the safety
of the students. No permanent fence or other barriers to public
access will be constructed.
b. School District shall pick up all litter and
leave fields in good condition at end of every day of use.
portions
School.
011206 syn 0090910
The public will have unrestricted access to those
of Terman Park not being used by the Terman Middle
10
IINORTH
.AMERICAN
.TITLE
IICOMPANY
City of Palo Alto
Attn: Janet Freeland
250 Hamilton Avenue
Palo Alto CA 94303
Property Address:
4000 Middlefield Road
Palo Alto, California
Our No.:
Customer No.:
Exhibit H
Preliminary Report
56901-51990229-PRT
4000 Middlefield Road
IN RESPONSE TO THE ABOVE REFERENCED APPLICATION FOR A POLICY OF TITLE INSURANCE,
North American Title Company, Inc.
HEREBY REPORTS THAT IS PREPARED TO ISSUE, OR CAUSE TO BE ISSUED, AS OF:THE DATE HEREOF, A
POLICY OR POLICIES OF TITLE INSURANCE, DESCRIBING THE LAND AND THE ESTATE OR INTEREST
HEREINAFTER SET FORTH, INSURING AGAINST LOSS WHICH MAY BE SUSTAINED BY REASON OF ANY
DEFECT, LIEN, OR ENCUMBRANCE NOT SHOWN OR REFERRED TO AS AN EXCEPTION BELOW OR NOT
EXCLUDED FROM COVERAGE PURSUANT TO THE PRINTED SCHEDULES, CONDITIONS AND
STIPULATIONS OF SAID POLICY FORMS.
THE PRINTED EXCEPTIONS AND EXCLUSION FROM THE COVERAGE OF SAID POLICY OR POLICIES ARE
SET FORTH ON THE ATTACHED COVER, COPIES OF THE POLICY FORMS SHOULD BE READ, THEY ARE
AVAILABLE FROM THE OFFICE WHICH ISSUED THIS REPORT.
PLEASE READ THE EXCEPTIONS SHOWN· OR REFERRED TO BELOW AND THE EXCEPTIONS AND
EXCLUSIONS SET FORTH IN EXHIBIT A OF THIS REPORT CAREFULLY. THE E><:CEPTIONS ARE MEANT TO
PROVIDE YOU WITH NOTICE OF MATTERS WHICH ARE NOT COVERED UNDER THE TERMS OF THE TITLE
INSURANCE POLICY AND SHOULD BE CAREFULLY CONSIDERED.
IT IS IMPORTANT TO NOTE THAT THIS PRELIMINARY REPORT IS NOT A WRITTEN REPRESENTATION AS
TO THE CONDITION OF TITLE AND MAY NOT LIST ALL LIENS, DEFECTS, AND ENCUMBRANCES
AFFECTING TITLE TO THE LAND.
THIS REPORT (AND ANY SUPPLEMENTS OR AMENDMENTS .THERETO) IS ISSUED SOLELY FOR THE
PURPOSE OF FACILITATING THE ISSUANCE OF A POLICY OF TITLE INSURANCE AND NO LIABILITY IS
ASSUMED HEREBY. IF IT IS DESIRED THAT LIABILITY BE ASSUMED PRIOR TO THE ISSUANCE OF A
POLICY OF TITLE INSURANCE, A BINDER OR COMMITMENT SHOULD BE REQUESTED. .
Dated as of October 15,2001
at 07:30 am
Pam Thompson/pu
Title Officer/Examiner
4255 Hopyard Road, Suite 1, Pleasanton, CA 94588
Phone No.: (925) 399-3000 Fax No.: (925) 399-3028
The form of policy of title insurance contemplated by this report is:
Preliminary Report Only
The estate or interest in the land hereinafter described or referred to covered by this report is:
A fee
Title to said estate or interest at the date hereof is vested in:
Palo Alto Unified School District aka Palo Alto Unified School District of Santa Clara County
Page 2
Order No.: 56901-51990229-PRT
Description:
The land referred to herein is situated in the State of California, County of Santa Clara, City of Palo
Alto, and is described as follows:
BEGINNING AT THE MOST WESTERLY CORNER OF THE PARCEL OF LAND CONTAINING 42.27
ACRES DESCRIBED IN THE DECREE OF DISTRIBUTION MADE IN THE ESTATE OF JOHN MILLER,
RECORDED OCTOBER 7, 1937 IN BOOK 849 OF OFFICIAL RECORDS. AT PAGE 61, RECORDS OF
SANTA CLARA COUNTY, CALIFORNIA; THENCE FROM SAID POINT OF BEGINNING NORTH 57° 42'
46" EAST AL.ONG THE NORTHWESTERLY LINE OF SAID 42.27 ACRE PARCEL 327.41 FEET TO THE
POINT OF INTERSECTION THEREOF WITH A LINE DRAWN PARALLEL WITH AND DISTANT 400
FEET, SOUTHWESTERLY AT A RIGHT ANGLE, FROM THE SOUTHWESTERLY LINE OF
MIDDLEFIELD ROAD 60 FEET IN WIDTH; THENCE SOUTH 57° 55' 14" EAST PARALLEL WITH AND
DISTANT 400 FEET SOUTHWESTERLY AT A RIGHT ANGLE FROM SAID SOUTHWESTERLY LINE
OF MIDDLEFIELD ROAD 572.04 FEET; THENCE AT RIGHT ANGLES TO THE LAST COURSE SOUTH
32° 04' 46" WEST 373,77 FEET TO THE SOUTHWESTERLY LINE OF THE 42.27 ACRE PARCEL;
THENCE NORTH 51° 38' 17" WEST 717.99 FEET ALONG SAID LINE TO THE POINT OF BEGINNING.
PARCEL TWO:
BEGINNING AT A POINT ON THE CENTERLINE OF MIDDLEFIELD ROAD AT THE MOST
SOUTHERLY CORNER OF TRACT 870 CHARLESTON GARDENS UNIT NO.1 AS SHOWN ON A MAP
THEREOF WHICH WAS FILED IN BOOK 33 OF MAPS AT PAGES 26 AND 27 IN THE OFFICE OF THE
COUNTY RECORDER OF THE COUNTY OF SANTA CLARA; THENCE FROM SAID POINT OF
BEGINNING SOUTH 57° 42' 46" WEST 804.35 FEET TO AN IRON PIPE ON THE NORTHEASTERLY
LINE OF LAND FORMERLY OF D.L. SLOAN; THENCE SOUTH 51° 37' 17" EAST 224.14 FEET TO A
POST MARKED P.S. 7 AT THE MOST NORTHERLY CORNER OF LOT 11 OF THE J. J. MORRIS
REAL ESTATE CO'S SUBDIVISION OF THE LOUOKS TRACT, A MAP OF WHICH IS OF RECORD IN
THE OFFICE OF THE COUNTY RECORDER OF THE SANTA CLARA, STATE OF CALIFORNIA, IN
BOOK "L" OF MAPS, PAGE 35 RECORDS OF SANTA CLARA; THENCE ALONG THE NORTHERLY
LINE OF LOTS 1 0 AND 11 OF SAID SUBDIVISION SOUTH 38° 23' 31" WEST 657.32 FEET TO A
POINT WHICH IS DISTANT ALONG THE NORTHERLY LINE OF LOTS 9 AND 10 OF SAID
SUBDIVISION NORTH 38° 23' 31" EAST 520.00 FEET FROM THE MOST EASTERLY CORNER OF
LOT 6 OF SAID SUBDIVISION; THENCE PARALLEL WITH AND DISTANT NORTHEASTERLY 520
FEET FROM THE NORTHEASTERLY LIEN OF LOTS 4,5 AND 6 NORTH 51 ° 36' 25" WEST 941.59
FEET TO A POINT WHICH IS DISTANT NORTHEASTERLY, MEASURED AT RIGHT ANGLES, 260
FEET FROM THE NORTHEASTERLY, BANK OF ADOBE CREEK; THENCE PARALLEL WITH AND
DISTANT NORTH EASTERLY 260 FEET FROM SAID CREEK NORTH 14° 12' WEST 501.67 FEET TO
A POINT WHICH IS DISTANT 657 FEET SOUTHEASTERLY MEASURED AT RIGHT ANGLES FROM
THE CENTERLINE OF CHARLESTON ROAD; THENCE PARALLEL WITH AND DISTANT 657 FEET
SOUTHEASTERLY FROM THE CENTER L1NEOF CHARLESTON ROAD NORTH 56° 26'42" EAST
340.00 FEET TO A POINT ON THE CENTERLINE OF Ai 0 FOOT EASEMENT GRANTED TO THE
PACIFIC GAS & ELECTRIC COMPANY BY DEED DATED NOVEMBER 21,1935 AND RECORDED
DECEMBER 11, 19351N BOOK 748 OF OFFICIAL RECORDS, PAGE 487; THENCE NORTH 43° 26'
42" EAST 170.00 FEET TO A POINT WHICH BEARS SOUTH 57° 55' 14" EAST 70.00 FEET; SOUTH 32°
04' 46" WEST 235.00 FEET AND SOUTH 56° 26' 42" WEST 265.00 FEET FROM A POINT ON THE
CENTERLINE OF MIDDLEFIELD ROAD AT THE MOST WESTERLY CORNER OF THE ABOVE
MENTIONED CHARLESTON GARDENS UNIT NO.1; THENCE NORTH 56° 26' 42" EAST 265.00 FEET;
THENCE NORTH 32° 04' 46" EAST 235.00 FEET TO THE CENTERLINE OF MIDDLEFIELD ROAD;
THENCE ALONG THE CENTERLINE OF MIDDLEFIELD ROAD SOUTH 52° 55' 14" EAST 1212.79
FEET TO THE POINT OF BEGINNING,
EXCEPTING THEREFROM, THAT PORTION CONVEYED TO ROLF GRABMEIER BY DEED
RECORDED APRIL 8,1955,3138-82
PARCEL THREE:
Page 3
Order No.: 56901-51990229-PRT
BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF THAT CERTAIN PARCEL OF LAND
CONVEYED BY RALPH GROBMEIER, ET UX, TO ROLF Gf30BMEIER, A MARRIED MAN BY DEED
DATED AUGUST 14,1954 AND RECORDED OCTOBER 15, 19541N BOOK 2983 OF OFFICIAL
RECORDS, PAGE 211, DISTANT THEREON, S. 57 DEG. 42' 46" W. 221.83 FEET, FROM THE POINT
OF INTERSECTION OF SAID NORTHWESTERLY LINE WITH THE SOUTHWESTERLY LINE OF
MIDDLEFIELD ROAD; THENCE ALONG THE NORTHWESTERLY LINE OF SAID GROBMEIER
PARCEL, S. 57 DEG. 42' 46" W. 221.83 FEET TO THE MOST WESTERLY CORNER THEREOF;
THENCE ALONG THE SOUTHWESTERLY LINE OF SAID GROBMEIER PARCEL AND PARALLEL
WITH SAID LINE OF MIDDLEFIELD ROAD, S. 57 DEG. 55' 14" E. 95.97 FEET; THENCE LEAVING THE
SOUTHWESTERLY LINE OF SAID GROBMEIER PARCEL AND RUNNING, N. 32 DEG. 04' 46" E.
200.00 FEET TO THE POINT OF BEGINNING AND BEING A PORTION OF THE RANCHO RINCONDE
SAN FRANCISQUITO.
PARCEL FOUR:
BEGINNING AT THE MOST SOUTHERLY CORNER OF LOT 11 IN BLOCK 1, AS SHOWN ON THE
MAP OF TRACT 1310, GREENMEADOW, WHICH MAP WAS FILED FOR RECORD IN THE OFFICE
OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA ON JULY 7,
1954, IN BOOK 50 OF MAPS, PAGES 50 AND 51; THENCE ALONG A SOUTHWESTERLY LINE OF
SAID LOT 11, N. 33° 33' 18" W.o 40.00 FEET; THENCE ALONG A SOUTHEASTERLY LINE OF LOTS
11 AND LOT 12, IN. BLOCK 1, AS SHOWN ON THE MAP HEREINABOVE REFERRED TO, S. 56° 26'
42" W., 50.00 FEET; THENCE ALONG A NORTHEASTERLY LINE OF SAID LOT 12, S. 33° 33' 18" E.,
40.00 FEET; THENCE ALONG THE NORTHEASTERLY PROLONGATION OF THE MOST
SOUTHERLY LINE OF SAID LOT 12, N. 56° 26' 42" E., 50.00 FEET TO THE POINT OF BEGINNING, .
AND BEING A PORTION OF THE SANTA RITA RANCHO.
ASSESSOR'S PARCEL NUMBER: 147-08-003
Page 4
Order No.: 56901-51990229-PRT
At the date hereof exceptions to coverage in addition to the printed exceptions and exclusions
contained in said policy form would be as follows:
1. The Lien of Supplemental Taxes, if any, assessed pursuant to the provisions of Chapter 3.5
(commencing with Section 75) of the Revenue and Taxation Code of the State of California.
2. Rights of the public, county and/or city in that portion lying within the street as it now exists:
Middlefield Road.
3. An easement affecting the portion of said land and for the purpose stated herein, and incidental
purposes.
In Favor of: Pacific Gas and Electric Company, a California
corporation
No representation is made as to the present ownership of said easement.
Purpose:
Recorded:
Book:
Page: .
Affects:
Gas pipeline
December 11, 1935
748
487
. As therein described
4. An easement affecting the portion of said land and for the purpose stated herein, and incidental
purposes.
In Favor of: City of Palo Alto
No representation is made as to the present ownership of said easement.
Purpose:
Recorded:
Book:
Page:
Affects:
Public street
July 22, 1954
2920
557
The Southwesterly boundary of Parcel Two, as therein
described
5. Any rights of parties in possession of said land, based on any unrecorded lease or leases, as
disclosed by an inspection of said land aM/or inquiry.
Note: Please submit copies of leases for review.
6. Matters which may be disclosed by an inspection or survey of said land or by inquiry of the
parties in possession thereof.
Note: An inspection of said land should be ordered prior to close of escrow and upon its
completion, we will advise you of our findings ..
Page 5
Order No.: 56901-51990229-PRT
INFORMATIONAL NOTES:
A There is located on said land a commercial structure known as 4000 Middlefield Road, Palo Alto,
Californ ia.
B. There are no conveyances affecting said land recorded within twenty-four (24) months of the date of
this report.
c. This charge for a policy of title insurance, if issued through this title order, will be based on the basic
insurance rate.
D. General/Special Property Taxes for fiscal year 2001 -2002 and possible prior years were not
assessed.
E. In addition to the county transfer tax of $0.55 per $500.00 the land herein also subject to a City of
Palo Alto conveyance tax in the amount of $1.65 per $500.00 valuation. This city tax is figured on the
full value of the land with no credits for existing loans or bonds.
Page 6
Order No.: 56901-51990229-PRT
/
Develop
between
the City
EXHIBIT I
AMENDMENT NO. 2 TO LEASE AND
COVENANT NOT TO DEVELOP BETWEEN
THE CITY OF PALO ALTO AND
THE PALO ALTO UNIFIED SCHOOL DISTRICT
'This AIDendment No. 2 to Lease and Covenant Not
is entered into this day of , 200 by
the Palo Alto Unified School District ("District" )
of Palo Alto, a municipal Corporation ("City") .
RECITALS
to
and
and
A. The City and the District entered into that
certain Lease and Covenant Not to Develop on September 1, 1989
("Lease") which provides in part that the City leases from the
District certain property commonly referred to as the Cubberley
Site. The parties entered into the Amendment No. 1 to Lease and
Covenant Not to Develop on July 20, 1998.
B. The City and the District have now entered into a
property exchange agreement whereby the City will convey to the
District a portion of a site known as the Terman site in
exchange for the District conveying fee title to the City of
7 . 97 acres of the Cubberley Site. The City will continue to
lease from the District the remaining portion of the Cubberley
Site.
C. Pursuant to Section 4.1 of the Lease, District
covenants with Ci ty and City covenants with Distr ict that, in
order to prevent further burden on City's infrastructure and
preserve a substantial amount of City's remaining open space,
certain school sites shall not be subdivided, sold or developed
with additional square footage to be used for non-school
district purposes.
D. Sect ion 6.5.2 (b) of the Lease provides that in
the event District wishes to reopen, as an operating school, any
of the Covenanted Sites described in Exhibits D, E, and F, it
may do so upon written notice to City, provided that in such
event, City and District shall amend the Lease to include within
the Covenant Not to Develop two operating elementary school
sites of District within the city limits of the City of Palo
Alto. Amendment No. 1 to the Lease and Covenant Not to Develop
1
011206 syn 0090980
substituted the Walter Hays Site and Juana Briones Site as
replacements for the "old" Ohlone site which has been renamed
"Hoover School./I
E. The District has now re-opened the Garland Site
and wishes to designate Addison and El Carmelo as the two
operating school sites to be substituted for the Garland Site.
F. Section 4.1 of the Lease limits additional
development on any Covenanted Site for non-school district
purposes to 2,000 square feet. As part of the re-opening of the
Terman Middle School, the District will grant a license to use
the Greendell Site to the Albert L. Schultz Jewish Community
Center (" JCC") for interim childhood development programs. The
JCC wishes to, use nine (9) portable classrooms and one portable
bathroom, each with an area of approximately 960 square feet, on
the Greendell Site. Ci ty is willing to amend the Lease to
permit the installation and use of these portable facilities by
the JCC without additional consideration; however, the
installation and use of such portable facilities requires a
conditional use permit from the City.
G. City and District wish to amend the Lease and
Covenant Not to Develop to provide for the reduction in area of
the Cubberley Site and reduction in rent; the reopening of the
Garland Site and the substitution of the Addison site and the El
Carmelo site within the Covenant Not to Develop; to permit the
interim use of portable buildings at the Greendell Site; and to
grant to District the right to open a compact high school at
Cubberley after the JCC has ceased relocated its operations from
Cubberley.
NOW, THEREFORE, for consideration, receipt of
which is acknowledged, the parties agree as follows:
1. Site Description. Section 1.1.5 of the Lease is
hereby amended in its entirety to read as follows:
"1.1.5 Leased Site-Cubberley Site. Effective
September 1, 2002, the term 'Leased Site' means all of
that certain real property situated in the City
described in Exhibit A attached hereto and made a part
hereof, and all improvements thereon as of
September 1, 2002."
2
011206 syn 0090980
2. Covenanted Sites.
amended to read as follows:
Paragraph 1.1. 8 is hereby
"1.1.8 Covenanted Sites. The term 'Covenanted
Sites' means all that certain property situated in the
City described in Exhibits B, C, 0-1, 0-2, E-1, E-2,
F, and G attached hereto and made a part hereof."·
3. Reopening of Garland Site.
hereby deleted.
Paragraph 1.1.10 is
4 . Substitution of
Paragraphs 1. 1. 10. 1· and 1.1. 10.2
added to read as follows:
Addison and El
are, respectively,
Carmelo.
are hereby
"1.1.10.1 Addison Site. The term 'Addison Site'
means all that certain real property situated in the
City described in Exhibit E-1 attached hereto and made
a part hereof.
1.1.10.2 El Carmelo Site. The term 'El Carmelo Site'
means all that certain real property situated in the
Ci ty described in Exhibit E-2 hereto and made a part
hereof."
5. Covenant Payments. Section 2.2 is hereby amended
to read as follows:
Walter Hayes/Juana Briones
Addison/El Carmelo
Greendell
Jane Lathrop Stanford
Jordan
$204,742
$182,804
$182,804
$236,000
$164,000
6. Lease Payments. Section 2.8 is added to the
Lease and Covenant Not to Develop to read as follows:
"2.8 Reduction in Rent. City obligation to pay rent to
the District for the Cubber ley Site shall be reduced,
commencing September 1, 2002, by an amount equal to
$23,490 per month, (' the Offset Amount.') Whenever
the Payment is adj usted pursuant to Section 2.7, the
Offset Amount shall be adjusted by the same method."
3
011206 syn 0090980
7. Cubberley Lease. Section 3.0 of the Lease is
hereby amended in its entirety to read as follows:
"3.0 Cubberley Lease. District hereby leases to City
and City hereby leases from District for the term, at
the rental, and upon all of the conditions set forth
herein, the Leased Site commonly known as 'Cubberley
School' situated in the City of Palo Alto described in
Exhibi t A attached hereto and made a part hereof and
all improvements thereon. As of September 1, 2002,
the total acreage of the Leased Site is approximately
27.48 acres of which 15.94 acres is outdoor recreation
area; the remaining 11.54 acres is comprised of
parking lot area, walkways, and approximately 80,150
square feet of buildings; however, it is understood
that such acreage and square footage figures are only
approximate and h~ve not been precisely detemined.
8. Covenant Not to Develop. Section 4.1 of the
Lease is hereby amended in its entirety to read as follows:
"4.1 District hereby covenants with City and City
hereby covenants with Di strict that, in order to
prevent a further burden on the City's infrastructure
and in order to preserve a substantial amount of the
City's remaining open space, which contributes to the
welfare of the· Ci ty' s residents, the Covenanted Sites
situated in the City of Palo Alto and described in
Exhibits B, C, D-l, D-2, E-l, E-2, F and G attached
here~o and made a part hereof, shall not be (1)
subdi vided, (2) sold or (3) developed with additional
square footage to be used for non-school district
purposes for the term of this Lease, for the
consideration and upon all the conditions set forth
herein, provided that the district may add portable
non-permanent structures totaling no more than 2,000
square feet per Covenanted Site. If the District adds
such square footage on any Covenanted Site, it shall
give written notice to the City within 30 days of such
addi tion. Provided, City hereby agrees that placement
of up to nine portable class rooms and one portable
bathroom, each consisting of approximately 960 square
feet, on the Greendell Site, to be used by the JCC as
4
011206 syn 0090980
an interim relocation site for childhood development
programs for not more than eight years, shall not be a
violation of this Covenant. Ci ty acknowledges that
location and use of such facilities by District itself
for school-district purposes is not a violation of the
Covenant and does not require City consent. JCC may
not place or use portable facilities on the Greendell
Site prior to obtaining a conditional use permit from
City.
Upon the expiration or earlier termination of this
Lease, except as provided in Section 4.2,. the City
shall execute and deliver to District a quitclaim deed
for the Covenanted Sites, unless otherwise agreed to
by the parties."
9 . Exhibit E to the Lease is deleted and replaced
with Exhibits E-l and Exhibits E-2, respectivelY; and the
Summary of Exhibits is amended accordingly.
10. District Option to Open ·Compact High School. Not
withstanding any other provision of the Lease, after the JCChas
removed its programs from the City-owned property at the former
Cubberley School and from the Leased Site, District may
terminate the Lease with respect to all or a portion of the
Leased Site so that it may operate a compact high school at
Cubberley. District must provide twenty-four (24) months
wri tten notice to City of such termination or partial
termination. If the District elects a partial termination, the
notice shall include a map and legal description specifying the ~
new Leased Site, and the City's payment for the Leased Site,
shall be reduced in proportion to the reduction in the land area
of the Leased Site. Further, if the District elects a complete
or partial termination of the Lease under this Section 10, the
District and City shall enter into a joint use agreement
regarding the gym, cafeteria, theatre and fields. The Covenant
Not to Develop shall remain in effect.
11. Effect of Amendment No.2.
(a) As amended herein, the Lease dated
September 1, 1989 and Amendment No. 1 remain in full force and
effect. In case of any conflict between any of the amendments
made in this Amendment No. 2 and the remaining provisions of the
Lease as entered into September 1, 1989 and Amendment No.1, the
5
011206 syn 0090980
Lease and Amendment No. 1 shall be interpreted so as to give
effect to the provisions of this Amendment No.2.
(b) This Amendment No. 2 shall be effective upon
the date first written above. By separate agreement, parties
have agreed that prior to September 1, 2002, District shall
transfer to City fee title to that portion of the Cubberley Site
removed from the leasehold by Section 7 of this Amendment No.2.
If, pursuant to that agreement, the transfer of Cubberley
property to City and the release of Ci ty' s interest in the
reduction in City rent will be accelerated to coordinate with
tha t closing, and the transfer to the District of the City's
right to receive rental income for the Terman Site from the JCC.
IN WITNESS WHEREOF, the District and the City have
caused this Amendment No. 2 to be executed by their respective
officers as of the day and year first· above written.
ATTEST:
City Clerk
APPROVED AS TO FORM:
Senior Asst. City Attorney
APPROVED:
City Manager
Exhibit E-1
Exhibit E-2
011206 syn 0090980
Addison Site
El Carmelo Site
CITY OF PALO ALTO
Mayor
PALO ALTO UNIFIED SCHOOL
DISTRICT, Lessor
President, Board of Education ~
APPROVED:
Superintendent of Schools
(Legal Description and Map)
(Legal Description and Map)
6
A.P.NO.120-006-010
650 ADDISON AVENUE
EXHIBITEI
ADDISON SITE
PROPERTY DESCRIPTION
April 24, 2002
A portion of real property situated in the City of Palo Alto, County of Santa Clara, State
of California more particularly described as follows;
ALL of Lots 1, 2 ,3 and 4 of Block 81 as shown on the map titled "ORIGlliAL MAP
SHOWING SUBDIVISION OF UNIVESITY PARK, SANT A CLARA CO,
CALIFORNIA" and recorded in the office of the County Recorder of said Santa Clara
County on February 27, 1889 in Book "D" of maps, at page 69
Parcel contains 200,000 square feet or 4.5913 acres more or less.
Parcel is shown on attached map EXHIBIT E-l and made a part hereof
END OF DESCRIPTION
___ ~ __ -,--____ expires 6-30-03
JAMES DAVIDKtE;HL P.L.S.7152
PREPAREDBY/APPROVED
LEGAL: .1200610.Word REVISION (1) 34-24-2002
PLAT: 12006l0.DWG REFERENCE:
TITLE REPORT: #56901-52990147-PRT Dated March 28,2002.
This description are based upon information from record data and said title Report
AP.NO. 132-048-034
EXHIBITE2·
EL CARMELO SITE
PROPERTY DESCRIPTION
April 30, 2002
A portion of reai property'situated in the City of Palo Alto, County of Santa Clara, State
of California more particularly described as follows;
(Grant Deed Book 2126 page 525, dated July 2,1951)
ALL of Block 20 as laid down designated and delineated upon that certain map entitle,
"Map No, 1 Map of Stanford City, Santa Clara County, California" recorded May 3,
1910 in the office of the Recorder of the County of Santa Clara, State of California, in
Vol. "M' cifMaps, page 97 records of said County and'
(Resolution and order proclaiming the Abandonment of a County Road Book 2140
page 146, dated January 22,2951)
EI Capitan Road from its intersection with Ramona Street to its intersection with Bryant
Street, as the same is delineated and designated upon that certain Map entitled "Map No.
I Map of Stanford City, Santa Clara County, California " recorded May 3, 1910 in the
office of the Recorder of the County of Santa Clara, State of California, in Vol. "M" of
Maps, page 97 records of said County and
(Corporation Grant Deed Book 2143 page 235, dated January 30,1951)
Lots 1 to 18 inclusive in Block ,21 as laid down, designated and delineated upon that
certain Map entitled, "Map No.1 Map of Stanford City, Santa Clara County, California"
recorded May 3, 1910 in the office of the Recorder of the County of Santa Clara, State of.
California, in Vol. "M' of Maps, page 97 records of said County and excepting
therefrom:
(Grant Deed Book 2455 page5~4, dated February 13, 1952)
Beginning at a point on the northwesterly line of Lorna Verda Avenue, formerly called
College Avenue, distant northeasterly upon said line 10.78 feet from the most southerly·"
corner of Lot 14, Block 21 Map No. 1 Map of Stanford City, Santa Clara County,
California" recorded May 3, 1910 in the office of the Recorder of the County of Santa
Clara, State of California, in Vol. "M" of Maps, page 97, records of Santa Clara County,
California:
thence southwesterly along a curve to the right, having a radius of 370 feet and a
central angle of 18 0 '12', an arc distance of 117.53 feet;
thence South 560 42' West 4.82 feet;
thence southwesterly along a curve to the right, having a radius of 20.00 feet and
a central angle of 36 0 48' 34", an arc distance of 12.84 feet to a point on the
southwesterly line of Lot 18 of said Block;
thence South 51 0 30' East 27.56 feet to the most southerly corner of saidLot 18,
A.P.NO. 132-048-034 April 29, 2002
thence North 38° 30' East along said line of Lama Verda Avenue 130.28 feet to
the point of beginning, being a part of Lots 14, 15, 16, 17 and 18 of said Block 21 and
contain 0.025 acres, more or less.
Parcel contains 189,963 square feet or 4.3609 acres more or less.
Parcel is shown on attached map Exhibit "E2" and made a part hereof
END OF DESCRIPTION
Requested by: Bill Fellman _--'-_
Check by: Jay Remley ~
Check by: James Bourquin ___ _
___ -:--___ --'E>,::pir.es 6-30-03
JAMESnA VID KIEHL P.L.S. 7152
PREP ARED BY I AJ?PROVED .
LEGAL: 13204834.Word REVISION (1) 4-29-2002
PLAT:· 13204834.DWG
TITLE REPORT: #56901-52990'146-PRT dated March 28,2002.
This description is based upon information from record data and said title report.
20F2
.."
3
Project: FOOTHILL COLLEGE
Project Number: CL 23/12-96/11
SUBLEASE
THIS SUBLEASE is made this 14+1'day of K'Dlle~\ b-tY I 1991 by and
between the City of Palo Alto, a municipal corporation, (CITY) and
Foothill-DeAnza Community College District (SUBTENANT).
RECITALS
A. CITY, under ~ Lease and Covenant Not to Develop (Lease), dated
Sept.ember I, 1989, by and between the Palo Alto Unified School
District (DISTRICT) and the City of Palo Alto (CITY), lS
leasing the former Cubberley High School site at 4000
Middlefield Road (Cubberley Site).
B. CITY desires to develop the Cubberley site into a community
facility and sublease a portion of it for educational services.
C. SUBTENANT proposes to lease a portion of the Site to provide
community and educational services.
NOW THEREFORE, in consideration of these premises, the parties hereto
mutually agree as follows:
I. PREMISES (RL 3.0) S
Subject to the terms and conditions set forth in this agreement, CITY
SUBLEASES to SUBTENANT that certain property (PREMISES) described and
shown in II EXHIBIT B II • EXHIBIT B is attached to, and by this
reference, made a part of this SUBLEASE. Approximately 39,675 squ.are
feet, {dentified as buildings B, C, I, J, P, classrooms A4, AS, D3,
D5, D6, D7 and the Pavilion'Off{ces, Weight Room and Aerospace Room.
Additionally, SUBTENANT shall be provided part-time exclusive use of
approxmately 18,485 square feet, identified as GYM-A from 5:00 PM to
10:00 PM, Monday through Thursday of each week and exclusive use of
the Pavilion 24 hours per day, Monday through Thursday of each week.
The GYM-A and Pavilion locker/shower rooms shall be accessible during
1
the hours of exclusive use as well as up-to 2:00 PM on Fridays. SUB-
TENANT accepts the PREMISES "as-is" on the date of this SUBLEASE
subject to the provisions of paragraph XI of this agreement.
SUBTENANT or CITY, upon 120 day prior written notice to either party,
and upon mutual agreement and acceptance, may amend the PREMISES'
description. CITY reserves the right to rent the aforementioned
PREMISES to other groups outside the days and times npt granted to
SUBTENANT.
II. PURPOSE (RL 4.0) S
The purpose of this SUBLEASE is to provide for the use of the PREMISES
solely for the purpose of providing instruction and related Ci ty
authorized support services· required to support the educational
programs conducted under the auspices of the Foothill-DeAnza Community
College District.
III. REQUIRED AND OPTIONAL SERVICES AND USES (RL 5.0) S
In furtherance of the purposes stated above, the following required
and optional services and uses shall be provided, permi t ted or
prohibited:
A. Required Services and Uses. Throughout the term of this SUBLEASE,
SUBTENANT shall provide the following services and activities:
To provide public
authorized support
regulations.
educational instruction and related City
services, in compliance with all laws and
B. Optional Services and Uses. Subject to the piior written approval
of the City Manager, SUBTENANT may also use the PREMISES to
provide additional services and uses which are ancillary to and
compatible with the required services and uses stated above and
not in" conflict with the r~quired uses.
Approval of optional services and uses shall be within the sole
discretion of the City Manager.
C. Restricted Uses. SUBTENANT agrees not to use the PREMISES for any
2
other purpose nor to engage in, or permit, any other business
activity within or from the PREMISES, not previously approved by
CITY and not in support of the instructional and related
authorized support services required to support the educational
programs of the Foothill-DeAnza Community College District.
D. Prohibited Uses. The following uses are prohibited; 1) The
serving and/or sale of alcoholic beverages; 2) conducting games
of chance on the premises.
IV. TERM (RL 6.0) NS
The term of this SUBLEASE shall be five (5) years, commencing
July 1,1997 and terminating on June 30,2002. SUBTENANT may
terminate this SUBLEASE, upon one hundred twenty (120) days prior
written notice, and upon agreement and acceptance by CITY. CITY shall
not withhold acceptance without reasonable cause.
V. CONSIDERATION RENT (RL 7.0) NS
As consideration for SUBTENANT'S use of the PREMISES in accordance
with the terms and conditions of this SUBLEASE, SUBTENANT agrees to
pay to CITY forty four thousand five hundred thirty-four dollars
($44,534.00/mo) per month for all exclusive use space and ten thousand
three hundred and seventy-four dollars ($10,374.00/mo) per month for
all part-time exclusive use space, for a total of fifty four thousand
nine hundred. and eight dollars ($54,908. OO/mo) per month due and
payable in accordance.with Clause VIII (RENT PAYMENT PROCEDURE).
VI. REVISION OF RENTALS (RL 7.3) S
The rental specified in Clause V (CONSIDERATION/RENT) shall be subject
to automatic annual adjustments in proportion to changes in the
Consumer Price Index, All Urban Consumers, (base years 1982-1984 =
100) for San Francisco-Oakland-San Jose CMSA published by the U.S.
Department of Labor, Bureau of Laboi Statistics or any replacement
index published by said Bureau.
The automatic adjustment shall be effective on each anniversary of the
3
commencement date of this SUBLEASE and shall be calculated ln
accordance with the following formula:
x = A (B/C)
Where:
X Adjusted rental.
A Rental at the Commencement of the SUBLEASE.
B Average monthly index for the 12 calendar months ending
with and including the index published just prior to the
month in which each rental rate adjustment is to become
effective.
C Average monthly index for the 12 calendar months ending
with and including the index published just prior to
commencement of this SUBLEASE.
VII. RENT PAYMENT PROCEDURE (RL 10.0) S
A. On or before the first day of each month, SUBTENANT shall pay to
CITY rent as set forth in Clause V (CONSIDERATION/RENT).
B. Should this SUBLEASE commence on a date other than the first of
any month, rent for the first and last month of this SUBLEASE
shall be prorated assuming a 3cr-day month.
C. Rental payments shall be delivered to the Revenue Collections
Division, 250 Hamilton Avenue, PO Box 10250, Palo Alto, CA 94303.
The designated place of payment may be changed at any time by CITY
upon ten (10) days written notice to SUBTENANT. RentalpaYme~ts
may be made by check made payable to the City of Palo Alto,
however, SUBTENANT assumes all risk of loss if payments are made
by mail.
D. Acceptance of Late or Incorrect Rent: SUBTENANT specifically
agrees that acceptance of any late or incorrect' rentals submitted
by SUBTENANT shall not constitute an acquiescence or waiver by
CITY and shall not prevent CITY from enforcing Clause XIII (CHARGE
FOR LATE PAYMENT) or any other remedy provided in this SUBLEASE.
VIII. ~HARGE FOR LATE PAYMENT (RL 11.1) S
4
If any payment of rent as. specified in Clause V (CONSIDERATION/RENT)
or of any other sum due CITY is delinquent more than two consecutive
months, a late charge equal to one percent (1%) of the payment due a~d
unpaid shall be added to the payment, and the total sum shall become
I loS immediate.1Y due and payable to CITY. t>
1-ttO \" ..::f·vS " \ t-/.( -MlLL. v~
\ 'i\Y,.c--()C,\V ~q s.-'_\f./.;.ib v,oI''l.'-V" (..o';l'lq~19 r~0; \{ -:, (y \ Q-.> e \ 01'--{
g~ IX. SECURITY DEPOSIT (RL 13.0) S
(~ ,I, ,
",b ~ A sec~ deposit in the sum of seventy five thousand dollars ~(\[)c:9 (~.40-e(oo) shall be provided to CITY by SUBTENANT. The security ~( deposit shall take one of the forms set out below and shall guarantee
SUBTENANT'S full and faithful performance of all the terms, covenants,
and conditions of this SUBLEASE.
A. Cash.
B. The assignment to CITY of a savings deposit held in a financial
institution in Santa Clara or San Mateo County acceptable to CITY.
At a minimum, such assignment shall be evidenced by the delivery
to CITY of the original passbook reflecting the savings deposit
and a writ ten assignment of said deposit to CITY in a form
approved by the Real Property Manager.
C. A Time Certificate of Deposit from a financial institution in
Santa Clara or San Mateo County wherein the principal sum is made
payable to CITY or order. Both the financial institution and the
form of the certificate must be approved by the Real Property
Manager.
D. A Letter of Credit or other instrument of credit from a financial
institution, subject to regulation by the state or federal
government, pledging that fund necessary to secure performance of
the SUBLEASE terms, covenants, and conditions, are on deposit and
guaranteed for payment, and agreeing that the funds shall be trust
funds securing SUBTENANT'S performance and that all or any part
shall be paid to CITY or order upon demand by CITY. Both the
financial institution(s) and the form of the instrument(s) must
be approved by the Real Property Manager.
Regardless of the form in which SUBTENANT elects to make said security
deposi~, all or any portion of the principal sum shall be available
unconditionally to CITY for correcting any default or breach' of this,
5
SUBLEASE incurred by CITY as a result of the failure by SUBTENANT, its
successors or assigns, to faithfully perform all of the terms,
covenants, and conditions of this SUBLEASE. Should SUBTENANT elect
to provide a Time Certificate of Deposit, Letter of Credit, or other
instrument of credit, hereinafter collectively referred to as
"INSTRUMENT" ,to fulfill the security deposit requirements of this
SUBLEASE, the INSTRUMENT shall contain a provision whereby the
in~titution issuing the INSTRUMENT agrees to provide CITY with written
notice of its intent not to renew the INSTRUMENT at least thirty (30)
days prior to expiration or termination of the INSTRUMENT. If
SUBTENANT has not provided CITY with an acceptable alternate form of
security deposit at least ten (10) days prior to expiration or
termination of the INSTRUMENT, CITY may demand and obtain from the
institution issuing the INSTRUMENT, the·· amount secured by the
INSTRUMENT as satisfaction of the security deposit provision of this
SUBLEASE.
Should SUBTENANT elect to assign the savings deposit to CITY, or
provide an alternate INSTRUMENT, to fulfill the security deposit
requirements of this SUBLEASE, the assignment, or issuance of the
INSTRUMENT shall have the effect of releasing the depositor or
creditor therein from liability on account of the payment of any or
all of the principal sum to CITY or order upon demand of CITY. The
agreement entered into by SUBTENANT with a financial institution to
establish the deposit necessary to permit assignment or issuance of
a certificate as provided above, may allow the payment of interest
accruing on account of the deposit to SUBTENANT, or order~
SUBTENANT shall maintain the required security deposit throughout the
SUBLEASE term. Failure to do so shall be deemed a default and may be
grounds for immediate termination of this SUBLEASE. The security
deposit shall be rebated, reassigned, released, or endorsed to
SUBTENANT or order, as applicable, at the end of the SUBLEASE term,
provided SUBTENANT has fully and faithfully performed each and· every
term, covenant, and condition of this SUBLEASE.
X. MAINTENANCE AND REPAIR (RL 14.3). NS
CITY shall be responsible for exterior maintenance and repair of the
structure and main support systems, including roof repair, heating,
air conditioning and ventilation repair, main electrical systems I
water, sewer systems repair, exterior painting and structual repairs
6
and maintain sidewalks , driveways, parking areas in a condition
suitable to satisfy the purpose of the SUBLEASE. In addition, the
CITY shall be solely responsible for rekeying locks and issuing new
or additional keys (cost for rekeying and keys shall be billed to
SUBTENANT at cost of materials and labor, and if done by CITY an
additional 15% overhead shall be added to cost) and lock repair.
However in the event that the estimated cost of repair exceeds fifty
percent (50%) of the expected remaining future income to CITY under
this SUBLEASE, CITY may decide not to make such repairs. In the event
CITY decides not to make such repairs, and if SUBTENANT chooses not
to make such necessary repairs, this agreement shall immediately
terminate and SUBTENANT shall vacate the PREMISES by a mutually agreed
upon period.
SUBTENANT expressly agrees to maintain the PREMISES in a safe, clean,
wholesome, and sanitary condition and in substantial repair to the
complete satisfaction of CITY and in compliance with all applicable
laws. SUBTENANT shall secure the SUBLEASED PREMISES, provide for
interior painting, 1 ight bulb and ballast replacement, electri cal
outlets, floor and ceiling tiles (except when damaged results from
leaking roof), window glass replacement (if breakage is determined to
have been caused by SUBTENANT), and cleaning of carpets, floors,
windows and draperies if required more frequently than provided in
Clause XI (JANITORIAL SERVICE). SUBTENANT further agrees to provide
approved interior containers for trash and garbage and to keep the
interior of the PREMISES free and clear o£ rubbish and litter. CITY
shall have the right to enter upon and inspect the PREMISES at any
time for cleanliness and safety. Notwithstanding the above
provisions, SUBTENANT shall be responsible for damage or repair to
PREMISES or any of its support systems resulting from SUBTENANT'S use
of the PREMISES and not occasioned by normal wear and tear.
In areas that are shared with other tenants, the CITY is responsible
for interior painting, light bulb and ballast replacements, etc.
SUBTENANT shall designate in writing to CITY an on-site representative
who shall be responsible for the day-to-day operation and level of
maintenance, cleanliness, and general order.
If SUBTENANT fails to maintain or make repairs or replacements as
required herein, CITY may notify SUBTENANT in writing of each failure.
Should SUBTENANT fail to correct the situation within a reasonable
time th~reafter, as established by the City Manager, the Real Property
Manager may make, or cause to be made, the necessary corrections and
7
the cost thereof, including but not limited to the cost of labor,
materials,. and equipment and a fifteen percent (15%) charge for
administration and overhead, shall be paid by SUBTENANT within ten
(10) days of receipt of a statement of the cost from the Real Property
Manager. CITY may, at its option, choose other remedies available
herein, or available by law.
If CITY fails to maintain or make repairs or replacements as required
herein, SUBTENANT may notify CITY in writing of each failure. Should
CITY fail to correct the situation within a reasonable time
thereafter, as established by the SUBTENANT'S Director of Maintenance
and Plant Operations, the SUBTENANT as to evidence legal remedy, may
make, or cause to be made, the necessary financial retribution by the
CITY for the cost thereof, including but not limited to the cost of
labor, materials, and equipment and a fifteen percent (15%) charge for
administration and overhead, shall be paid by CITY within ten (10)
days of receipt of a statement of the cost from the Director. Any
interior damage . that is caused by CITY'S failure to maintain the
exterior facility wil be repaired at the expense of the CITY.
SUBTENANT may, at its option, choose other remedies available herein,
or available by law.
XI. JANITORIAL SERVICE NS
CITY will provide janitorial service to the PREMISES, as described in
Exhibit C., attached to, and by this reference made a part of this
SUBLEASE. Any future facilities added to the PREMISES, (eg. snackbar
services), shall not be included in Janitorial Services provided by
CITY, unless previously negotiated and approved by CITY.
XII. CONSTRUCTION AND/OR ALTERATION BY SUBTENANT (RL 15.1) NS
A. CITY'S Consent. No structures, improvements, or facilities shall
be constructed, erected, altered, or made within the PREMISES
without the prior written consent of City Council if required by
City of Palo Alto procedures or ordinances, or otherwise by the
Ci ty Manager. Maj or revisions will also require prior written
approval by the Palo Alto Unified School District and/or State
Architect. Any conditions relating to the manner, method,
design, and construction of the structures, improvements, or
facilities established by CITY, District and State Architect shall
8
be conditions of this clause as though originally stated herein.
SUBTENANT may, at any time and at its sole expense, install and
place business fixtures and equipment within any building
constructed by CITY, provided such fixtures and installation have
been review~d and approved by the City Manager.
B. Strict Compliance with Plans and Specifications. All improvements
constructed by SUBTENANT within the PREMISES shall be constructed
in an efficient and professional manner and in strict compliance
with detailed plans and specifications approved by the City
Council if required by City of Palo Alto procedures or ordinances
or otherwise by the City Manager, or designee, or DISTRICT
designee, and applicable City of Palo Alto todes and ordinances.
C. Certificate of Inspection. Upon completion of construction of any
building, SUBTENANT shall submit to the Real Property Manager, a
Certificate of Inspection, verifying that the construction was
completed in conformance with Title 20 of the California Code of
Regulations for residential construction, or in conformance with
Title 24 of the California Code of Regulations for non-residential
construction.
All improvements constructed, erected or installed upon the
PREMISES must be free and clear of all liens, claims, or liability
for labor or material. CITY may at its option require SUBTENANT
to remove subtenant-constructed interior walls upon termination
of SUBLEASE.
Title to all equipment, furniture, furnishings and trade fixtures
placed by SUBTENANT upon the PREMISES shall remain in SUBTENANT,
and replacements, substitutions and modifications thereof may be
made by SUBTENANT throughout the term of this SUBLEASE. SUBTENANT
may remove such fixtures and furnishings upon termination of this
SUBLEASE, provided that SUBTENANT shall repair to the satisfaction
of the CITY any damage to the PREMISES and improvements caused
by such removal andi provided that usual and customary lighting,
plumbing and heating fixtures shall remain upon the PREMISES upon
termination of this SUBLEASE.
D. Prior to commencement of any work, SUBTENANT shall pay the amount
of any increase in premiums on insurance policies provided for
her~in because of endorsements to be made covering the risk during
the course of work. The SUBTENANT shall have the option of
9
providing its own construction insurance for the added risk during
the course of the work. In addition, if the estimated cost of
work shall exceed One Thousand Dollars ($1,000.00), SUBTENANT
shall, without cost to DISTRICT or CITY, furnish DISTRICT with a
performance bond written by a surety acceptable to DISTRICT and
CITY in an amount equal to the estimated cost of the work,
guaranteeing the completion of work, free and clear of liens,
encumbrances, and security interest, according to the approved
plans and specifications.
XIII. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS (RL 15.4) S
A. Total Destruction. In the event the PREMISES or a substantial
portion thereof are destroyed by any cause that renders the
PREMISES unfit for the purposes designated in Clause III (REQUIRED
& OPTIONAL USES) and if the PREMISES are so badly damaged that
they cannot be repaired within ninety (90) days from the d~te of
such damage, either party may terminate this SUBLEASE by giving
to the other party written notice within thirty (30) days of the
occurrence of such damage. After such notice of termination has
been given, rental (excepting percentage rental, if any) shall be
prorated to the date SUBTENANT actually vacates. the PREMISES which
shall be no later than thirty (30) days from the giving of the
notice of termination.
B. Insured Partial Destruction. If the PREMISES are partially
destroyed by any cause insurable under fire insurance with a
standard extended coverage casualty endorsement and the destroyed
portion can be rebuilt or repaired within ninety (90) days from
the date of destruction, CITY shall repair the damage or
destruction with reasonable diligence. In such event, this
SUBLEASE shall remain in full force and effect; however, until the
destroyed PREMISES are repaired, rental (excepting percentage
rental, if any) paid by SUBTENANT to CITY shall be reduced in the
same proportion that SUBTENANT's square footage is reduced by such
destruction. However there shall be nO.rent abatement or offset
should the damage or destruction be caused by SUBTENANT, its
employees, agents or contractors.
C. Non-Insured Partial Destruction. If the PREMISES are partially
destroyed by.any cause not insurable by fire insurance with an
extended coverage casualty endorsement but the PREMISES can still
10
be used for the purposes designated in Clause III (REQUIRED &
OPTIONAL USES), SUBTENANT may, at its option, terminate this
SUBLEASE unless CITY commences rebuilding or repair of the
destroyed portion of the PREMISES within 90 days from the date of
destruction. However, there shall be no rent abatement or offset
should the damage or destruction be caused by SUBTENANT, its
employees, agents or contractors.
Such termination by SUBTENANT shall be accomplished by giving CITY
written notice of termination not sooner than ninety (90) dayi nor
later than one hundred (100) days after the occurrence of such
damage or destruction. This SUBLEASE shall terminate on the date
such notice of termination is given to CITY. If CITY accomplishes
such repair or if SUBTENANT fails to exercise its option to
terminate, this SUBLEASE shall remain in full force and effect,
however, until the destroyed PREMISES are repaired, rental paid
by SUBTENANT to CITY (excepting percentage rent, if any) shall be
reduced in the same proportion that SUBTENANT'S SUBLEASED square
footage is reduced by such destruction .. However, there shall be
no rent abatement or offset should the damage or destruction be
caused by SUBTENANT, its employees, agents or contractors.
Glass breakage shall not be deemed a partial destruction within the
meaning of this clause.
XIV. AS BUILT PLANS (RL 15.5) S
Upon completion of any maj or SUBTENANT-constructed improvements,
SUBTENANT shall provide the Real Property Manager with a complete set
of reproducible "as :built plans" reflecting actual construction within
or upon the PREMISES. SUBTENANT shall also provide the Real Property
Manager with a statement signed by SUBTENANT under penalty of perjury
certified as to accuracy of actual construction costs for all such
improvements.
XV. UTILITIES (RL 17.1) N~
SUBTENANT shall provide and pay for any and all telephone equipment
or services to the PREMISES specified in this Contract.
11
XVI . INSURANCE (RL 18.0) S
SUBTENANT shall maintain insurance acceptable to CITY in full force
and effect throughout the term of this SUBLEASE. The policy or
policies of insurance maintained by SUBTENANT shall provide the
following limits and coverages:
POLICY
MINIMUM LIMITS OF LIABILITY
( 1 ) WORKERS I
COMPENSATION
(2) COMPREHENSIVE
AUTOMOBILE
LIABILITY,
Statutory
Bodily Injury $1,000,000 ea. person
$1,000,000 ea. occurrence
Property Damage $1,000,000 ea. occurrence
including owned,
hired, and non-owned
automobiles
(3) COMPREHENSIVE
GENERAL
LIABILITY
Bodily Injury ea. person
ea. occurrence
aggregate
including Property Damage
$3,000,000
$3,000,000
$ 3 , 0 0 0', 000
$3,000,000
$3,000,000
ea.. occurrence
ea. occurrence products and Personal Injury
completed operations,
broad form contractual,
and personal injury.
(4) FIRE LEGAL
LIABILITY
$1,000,000 This sum represents
the estimated cost of the improvements and
fixtures within the care, custody and
control of SUBTENANT. This sum shall be
subject to annual review by Risk Manager
to . insure that coverage is adequate to
cover changes ,in the replacement cost o£
improvements and fixtures within the care I
custody and control of SUBTENANT.
Insurance shall be in full force and effect commencing on the first
day of the term of this SUBLEASE. Each insurance policy required by
this SUBLEASE shall contain the following clauses:
12
1. "This insurance shall not be canceled, limited in scope of
coverage or nonrenewed until after thirty (30) days written
notice has been given to the: CITY OF PALO ALTO/Real Estate
Division, PO Box 10250, Palo Alto, CA 94303".
2. "All rights of subrogation are hereby waived against the
CITY OF PALO ALTO, the. members of the City Council and
elective or appointive officers or employees, and the Palo
Alto Unified School District when acting within the scope
of their employment or appointment."
3. "The CITY OF PALO ALTO and the PALO ALTO UNIFIED SCHOOL
DISTRICT are added as additional insureds as respects
operations of the naroed insured at or from the premises
SUBLEASED from the CITY OF PALO ALTO. II
4. "It is agreed that any insurance maintained by the CITY OF
PALO ALTO will apply in excess of, and not contribute to
insurance provided by this policy. II
XVII. INSURANCE (RL 18.2)
SUBTENANT agrees to deposit with the Real Property Manager, on or
before the effective date of this SUBLEASE, certificates of insurance
necessary to satisfy CITY that the insurance provisions of this
SUBLEASE have been complied with, and to keep such insurance in
effect and the certificates therefore on deposit with CITY during the
entire term of this SUBLEASE; Should SUBTENANT not provide evidence
of such required coverage at least three (3) days prior to the
expiration of any existing insurance coverage, CITY may purchase such
insurance, on behalf of and at the expense of SUBTENANT to provide
six months of coverage.
CITY shall retain the right at any time to review the coverage, form,
and amount of the insurance required hereby. If, in the opinion o£
the Risk Manager, the insuiance provisions in this SUBLEASE do not
provide adequate protection for CITY and for members of the public
using the PREMISES, the Real Property Manager may require SUBTENAN'T
to obtain insurance sufficient in coverage, form, and amount to
provide adequate protection as determined by the Risk Manager.
CITY IS .requirements shall be reasonable and shall be designed to
assure protection from and against the kind and extent of risk which
13
exists at the time a change in insurance is required.
The Real Property, Manager shall notify SUBTENANT in writing of
changes in the insurance requirements. If SUBTENANT does not deposit
copies of acceptable insurance policies with CITY/incorporating such
changes within sixty (60) days of receipt of such notice, or in the
event SUBTENANT fails to maintain in effect any required insurance
coverage, SUBTENANT shall be in default under this SUBLEASE without
further notice to SUBTENANT. Such failure shall constitute a
material breach and shall be grounds for immediate termination of
this SUBLEASE at the option of CITY.
The procuring of such required policy or policies of insurance shall
not be construed to limit SUBTENANT'S liability hereunder nor to
fulfill the indemnification provision and requirements of this
SUBLEASE. Notwithstanding the policy or policies of insurance,
SUBTENANT shall be' obligated for the full and total amount of any
damage, injury, or loss caused by or connected with this SUBLEASE or
with use or occupancy of the PREMISES.
XVIII. ASSIGNING AND ENCUMBERING PROHIBITED (RL19.1) NS
Since CITY has relied on the specific background and capabilities of
SUBTENANT in awarding this SUBLEASE, any mortgage, pledge,
hypothecation, encumbrance, sublease (in excess of six months),
transfer, or assignment (collectively referred to as ENCUMBRANCE) of
SUBTENANT'S interest in the PREMISES, or any part or portion thereof,
is prohibited. Any attempted ENCUMBRANCE shall be null and void and
shall confer no right, title, or interest in or to this SUBLEASE.
XIX. SUBLETTING (SHORT-TERM) NS
SUBTENANT may sublease (for periods not to exceed six months,
including hourly rentals) the PREMISES upon first receiving written
approval by the City Manager. Failure to obtain CITY'S required
written approval of a sublease will render such sublease void.
Occupancy of the PREMISES by a prospective sub-sublessee before
approval of such sub-sublease by CITY shall constitute a breach of
this SUBLEASE.
SUBTENANT shall first direct all inquiries for rentals, both hourly
14
and long-term, to the Manager, Real Property. After CITY has
determined that space is not available to adequately meet the needs
of the prospective user(s), SUBTENANT may proceed with negotiating
the short term use of their PREMISES and shall proceed with obtaining
CITY's written approval as described herein. All rates and rents
charged by SUBTENANT shall conform to CITY's hourly and short term
lease rates.
Should CITY consent to any sublease, such consent shall not
constitute a waiver of any of the terms, covenants, or conditions of
·this SUBLEASE. Such terms, covenants, or conditions shall.apply to
each and every sublease hereunder and shall be .severally binding upon
each and every subtenant. Any document to sub-sublet the PREMISES or
any part thereof shall incorporate directly or by reference all the
provisions of this SUBLEASE.
XX. DEFAULT IN TERMS OF THE SUBLEASE BY SUBTENANT (RL 20.0) S
Should SUBTENANT default in the performance of any covenant,
condition, or agreement contained in this SUBLEASE and such default
is not corrected within thirty (30) days of receipt of a notice of
default from CITY, CITY may:
A. Terminate this SUBLEASE and all rights of SUBTENANT and
who claim under SUBTENANT, stemming from this SUBLEASE,
end at the time of such termination;
those
shall
B. At CITY'S sole option, cure any such defa~lt by performance of
any act, including payment of money, and the cost thereof, plus
reasonable administrative cost, shall become immediately due and
payable by SUBTENANT to CITY;
C. Seek an action or suit in equity to enjoin any acts or things
which may be unlawful or in violation of the rights of CITY;
D. Seek a mandamus or other suit, action of proceeding at law or in
equity to enforce its rights against SUBTENANT and any of its
officers, agents, and employees and its assigns, and to compel
it to perform and carry out its duties and obligations under the
lqw and its covenants and agreements with CITY as provided
herein; or
15
E. Pursue any other remedy available by law or specifically
provided in other clauses of this SUBLEASE.
However, in the event of a default which cannot reasonably be cured
within thirty (30) days, SUBTENANT shall have a reasonable period of
time (as determined by the City Manager) to cure the default. Each
and all of the remedies given to CITY hereunder or by any law now or
hereafter enacted,are cumulative and the exercise of one right or
remedy shall not impair the right to CITY to exercise any or all
other remedies. In case any suit, action or proceeding to enforce
any right or exercise any remedy shall be brought or taken and th~n
discontinued or abandoned, then, and in every such case, CITY and
SUBTENANT shall be restored to its and their former position and
rights and remedies as if no such suit, action or proceedings had
been brought or taken.
In addition to a violation or breach of any other provision of this
SUBLEASE, SUBTENANT shall be considered to be in default under this
SUBLEASE should SUBTENANT:
A. voluntarily file or have involuntarily filed against it any
petition under any bankruptcy or insolvency act or law;
B.be adjudicated a bankrupt; or
C. attempt to make a general assignment for the benefit of its
creditors.
XXI. LIMITATION OF THE LEASEHOLD (RL 22.0) S
This SUBLEASE and the rights and privileges granted SUBTENANT in and
to the PREMISES are subject to all covenants, conditions,
restrictions, and physical or legal encumbrances, including those
which are set out in the September 1, 1989 LEASE by and between CITY
AND DISTRICT. (A copy of the Agreement is. on file at 250 Hamilton
Avenue, City Hall, Real Estate Division, for your review.)
Nothing contained in this SUBLEASE or in any document related hereto
shall be construed to imply the conveyance to SUBTENANT of rights in
the PREMISES which exceed those owned by CITY.
XXII. NOTICES (RL 23.0) S
16
All notices, statements, demands, requests, consents, approvals I
authorizations, offers, agreements, appointments or designations
hereunder given by either party to the other, shall be in writing and
shall be sufficiently given and served upon the other party if (1)
personally served, (2) sent by United States Certified mail, postage,
prepaid, (3) sent by express delivery service, or (4) in the case of
a facsimile, if sent to the telephone number (s) set forth below
during normal business hours of the receiving party and followed
within 48 hours by delivery of hard copy of the material sent by
facsimile, in accordance with (1), (2) or (3) above. Personal
service shall include, without limitation, service by delivery
service and service by facsimile transmission. Delivery of notices
properly addressed shall be deemed complete when the notice is
physically delivered .to the Real Property Manager.
All notices pursuant to this SUBLEASE shall be addressed as set forth
below or as either party may subsequently designate by written
notice.
TO: CITY
Real Property Manager
1 City of Palo Alto
P.o. Box 10250
250 Hamilton Avenue
Palo Alto, CA 94303
FAX: (41£) 329-2468
with a copy to:
City Clerk
City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto, CA 94303
FAX: (415) 329-2646
and
TO: SUBTENANT
Director of Operations
Foothill DeAnza Community College
District
1 2 3 4 5 EI Monte
Los Altos Hills, CA 94022
FAX: (415) 948-5194
with a copy to:
Dean, Off Campus Programs
Foothill College
4000 Middlefield Road
Palo Alto, CA 94303
FAX: (415) 493-7492
17
Road
City Attorney, City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto CA 94303
FAX: (415) 329-2646
XXIII. REPRESENTATIONS REGARDING HAZARDOUS MATERIALS (NS)
With respect to the existence or use of "Hazardous Materials" as
defined in 30 (A) of the Gerieral Conditions, CITY represents to
SUBTENANT to the best of CITY'S knowledge as of the date of execution
of this SUBLEASE and based on no other inquiry than (i) information'
received from the Palo Alto Unified School District,the master
landlord of the subleased premises, and (ii) the making and
examination of a study of the subleased premises undertaken by
Dynamac Corporation with respect to the existence or non-existence of
friable and non-friable asbestos and asbestos-containing construction
materials, that the subleased premises is in compliance with all laws
regulating the handling, transportation, storage, treatment, use and
disposition of Hazardous Materials, including asbestos and asbestos-
containing construction materials.
XXIV. ATTACHMENT TO SUBLEASE (RL 24.0) S
This SUBLEASE includes the following exhibits, which are attached
hereto and by this reference incorporated into this SUBLEASE:
Exhibit A -General Conditions
Exhibit B -Descriptiori of SUBLEASED Premises
Exhibit C -Description of Janitorial Services
The inclusion of clauses in Exhibit A (GENERAL CONDITIONS) is not in
any way intended to lessen the importance of these clauses, but is
merely done to enhance the organization of various clauses and this
SUBLEASE.
18
IN WITNESS WHEREOF, the parties have executed this SUBLEASE the day
and year first above written.
CITY:
CITY (CITY)
ACit Manager
. ~.JS I ~·tcJ J} f-
APPROVED AS TO FORM:
BY: __ ~~4'~~/L~. _-~ __ ~=~~~~~--------~
Sr. Assistant City Attorney
RECOMMENDED AS TO FORM:
By: !Jlfiw:mM~
Manager, Real Property
RECOMMENDED FOR ~-.-'--Bct32.
Director, Community Services
19
SUBTENANT:
BY'~"~-=
. Ja e . e er
Vice Chancellor, Business Services
l="nnthilljDeAnza Community College District
GENERAL CONDITIONS
1. DEFINITIONS (RL 27.1) S
CITY shall mean the City Council of the City of Palo Alto, a
municipal corporation.
The City Manager is hereby authorized to take any actions under this
SUBLEASE on behalf or CITY except for termination of this SUBLEASE.
Clauses in this SUBLEASE refer to specific officers or employees of
CITY. Should these positions be eliminated or the title changes, it
is understood and agreed that such references shall be considered to
be to the new title for renamed positions or to the replacement
official designated with the responsibilities of any eliminated
position. Any reference to a City officer or employee includes a
reference to the officer's or employee's designated representative.
2. TIME (RL 27.3) S
Time is of the essence of this SUBLEASE.
3. ACCESS TO PREMtSE~ NS
SUBTENANT agrees not to obstruct the sidewalks, entry passages, or
halls and will use the same only as a means of passage from its
respective areas. SUBTENANT and its employees and invitees shall
have the right, in common with other persons, to use driveways and
parking areas located on the property provided that such use shall be
subject to such reasonable rules and regulations a~ may from time to
<'"l •
time be adopted by CITY. \I;;,\C,"-t;· J"<;' f>. .~ 0-vV. \-."J },..,I.)
I.II/\) 0,\'>\ 0
'1'l\ . &v \/"' J{'. '-I '7 If ;> < ~"'\ l"::'l
4 . PARKING NS ~ \;~)",,,, I. ')1'.-' ~~ .. \'\ ~ ,IV-v-."l',j, r::. :,)~, 1 ~ . !t-" ," • <.. .",,\,} rv -. t" \ \t!' ... CITY designates, for use by SUBTENANT, ~(~) Jparking spaces marked
"reserved for users of "P" building during the hours of 8:00 am to
5: 00 pm Monday through Thursday" and twenty· seven (27) parking
EXHIBIT A
20
spaces located directly behind "I" building, marked "reserved for
staff between the hours of 4: 00 pm to 10: 00 pm Monday through
Thursday". CITY may, at its discretion, reassign said spaces should
parking lot area(s) be redesigned, spaces behind P building shall
remain those located closest to the P building. Signage for said
spaces shall be provided and maintained by SUBTENANT.
5. SIGNS (RL 27.4) NS
SUBTENANT agrees not to construct, maintain, or allow any sign to be
placed upon the PREMISES except as may be approved in writing by
CITY. Unapproved signs, banners, etc., may be removed by CITY. All
signs to be placed upon the PREMISES, must conform to the Cubberley
Master Sign Program.
CITY will consult with SUBTENANT, prior to installing any signs upon
the portion of PREMISES subleased by SUBTENANT, or common areas which
would directly influence SUBTENANT'S use of PREMISES in accordance
. with Clause III (Required and Optional Services and Uses) .
6. PERMITS AND LICENSES (RL 27.5) S
SUBTENANT shall be required to obtain· any and all permits and/or
licenses which may be required in connection with the operation of,
and any approved SUBTENANT construction upon, the PREMISES as set
forth in this SUBLEASE.
7. MECHANICS LIENS (RL 27.6) S
SU:BTENANT shall at all times indemnify and save CITY harmless from
all claims for labor or materials supplied in connection with
construction, repair, alteration, or installation of structures,
improvements, equipment, or fac~lities within the PREMISES, and from
the cost of defending against such claims, including attorney fees.
SUBTENANT shall provide CITY with at least ten (10) days written
notice prior to commencement of any work which could give rise to a
mechanics lien or stop notice. CITY reserves the right to enter upon
PREMISES for the purposes of posting Notices of Non-Responsibility.
EXHIBIT A
21
In the event a lien is imposed upon the PREMISES as a result of such
construction, . repair, alteration, or installation, SUBTENANT shall
either:
A. Record a valid Release of Lien; or
B. Deposit sufficient cash with CITY to cover the amount of the
claim on the lien in question and authorize payment to the
extent of said deposit to any subsequent judgment holder that
may arise as a matter of public record from litigation with
regard to lienholder claim; or
C. Procure and-record a bond in accordance with Section 3143 of the
Civil Code, which releases the PREMISES from the claim of the
lien from any action brought to foreclose the lien.
Should SUBTENANT
wi thin fifteen
SUBLEASE shall
termination.
fail to accomplish one of the
(15) days after the filing
be in default and may be
three optional actions
of such a lien, the
subject to immediate
8. SUBLEASE ORGANIZATION AND RULES OF CONSTRUCTION (RL 27.7) S
Words of the masculine gender shall be deemed and construed to
include correlative words of the feminine and neuter genders. Unless
the context otherwise indicates, words importing the singular number
shall include the plural number and vice versa, and words importing
persons shall include corporations and associations, including public
bodies, as well as natural persons.
The terms "hereby" , "hereof", "hereto", "herein", "hereunder" and any
similar terms, as used in this agreement, refer to this agreement.
All the terms and provisions hereof shall be construed to effectuate
the purposes set forth herein, and to sustain the validity hereof.
The titles and headings of the se6tions of this agreement have been
inserted for convenience of reference only, are not to be considered
a part hereof and shall not in any.way modify or restrict any of the
terms of provisions hereof or be considered or given any effect in
construing this agreement or any provision hereof in ascertaining
EXHIBIT A
22
intent, if any question of intent shall arise.
9. AMENDMENTS (RL 27.8) S
This SUBLEASE sets forth all of the agreements and understandings of
the' parties and any modifications must be written and properly
executed by both parties.
10. UNLAWFUL USE (RL 27.9) S
SUBTENANT agrees that no improvements shall be erected, placeo upon,
operated, nor maintained within the PREMISES, nor any business
conducted or carried on therein or therefrom, in violation of the
terms of this' SUBLEASE, or of any regulation, order of law, statute,
or ordinance of a governmental agency having jurisdiction over
SUBTENANT'S use of the PREMISES.
'11. NONDISCRIMINATION (RL 27.10) S
SUBTENANT and its employees shall not discriminate against any person
because of race, color, religion, ancestry, age, sex, national origin
or physical handicap. SUBTENANT shall not discriminate against any
employee or applicant for employment because of race, color,
religion, ancestry, sex, age, national origin or physical handicap.
SUBTENANT covenants to meet all requirements of the Palo Alto
Municipal Code pertaining to nondiscrimination in employment. If
SUBTENANT is found in violation of the nondiscrimination provision of
the State of California Fair Employment Practices Act or similar
provisions of federal law or executive order in the conduct of its
acti vi ties under this SUBLEASE by the State of California Fair
Employment Practices Commission or the equivalent federal agency or
officer, it shall thereby be found in default under this SUBLEASE,
and such default shall constitute a material breach of this SUBLEASE.
CITY shall then have the power to cancel or suspend this SUBLEASE in
whole or in part.
12. INSPECTION (RL 27.11) S
EXHIBIT A
23
CITY'S employees and agents shall have the right at all reasonable
times to inspect the PREMISES to determine if the provisions of this
SUBLEASE are being complied with.
·13. HOLD HARMLESS (RL 27.12) NS
SUBTENANT hereby waives all claims, liability and recourse against
CITY,. including the right of contribution for loss or damage of or to
persons or property arising from, growing out of or in any way
connected with or related to this agreement. SUBTENANT hereby agrees
to indemnify, hold harmless and. defend CITY, its officers, agents,
and employees against any and all claims, liability, demands,
damages, cost, expenses or attorneys' fees arising out of the
operation or maintenance of the property described herein or
SUBTENANT'S performance· or non performance of the terms of this
SUBLEASE. SUBTENANT shall have the right to decide and determine
whether and when any such action or proceeding .shall be compromised,
resisted, defended, tried or appealed.
CITY agrees to indemnify, hold harmless and defend SUBTENANT, its
officers, agents and employees against any and all claims, liability
demands, cost, expenses or attorneys' fees arising out of CITY'S
performance or nonperformance of the terms of this SUBLEASE.
14. TAXES AND ASSESSMENTS (RL 27.13) NS
This SUBLEASE may create a possessory interest which is subject to
the payment of taxes levied on such interest. It is understood and
agreed that all taxes and assessments (including but not limited to
the possessory interest tax) which become due and payable upon the
PREMISES or upon fixtures, equipment, or other property installed or
constructed thereon,· shall be the full responsibility of SUBTENANT
and SUBTENANT shall pay the taxes and assessments prior to
delinquency. Should the County levy personal property taxes for'the
use of the PREMISES, the CITY shall notify SUBTENANT, if CITY is
notified of such taxes, and SUBTENANT shall be responsible for filing·
the appropriate exemption certificate.
EXHIBIT A
24
15. SUCCESSORS IN INTEREST (RL 27.14) S
Unless otherwise provided in this SUBLEASE, 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 whom shall be jointly and severally liable hereunder.
16. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (FORCE MAJEURE)
(RL 27.15) S
If either party hereto shall be delayed or prevented from the
performance of any act required hereunder by reason of acts of God,
restrictive governmental laws or regulations, or other cause without
fault and beyond the control of the party obligated (financial
inability excepted), performance of such act shall be excused for the
period of the delay and the period for the performance of any such
act shall be extended for a period equivalent to the period of such
delay.
17. PARTIAL INVALIDITY (RL 27.16) S
If any term, covenant, condition, or provision of this SUBLEASE is
determined to be invalid, void, or unenforceable, by a court of
competent jurisdiction, the remainder of the provisions hereof shall
remain in full force and effect and shall in no way be affected,
impaired, or invalidated thereby.
18. WAIVER OF RIGHTS (RL 27.17) S
The failure of CITY or SUBTENANT to insist upon strict performance of
any of the terms, covenants, or conditions of this SUBLEASE shall not
be deemed a waiver of any right or remedy that CITY or SUBTENANT may
have, and shall not be deemed a waiver of the right to require strict
performance of all the terms, covenants, and conditions of the
SUBLEASE thereafter, nor a waiver of any remedy for the subsequent
breach or default of any term, covenant, or condition of the
SUBLEASE.
EXHIBIT A
25
19. COSTS OF SUSTAINING AN ACTION FOR BREACH OR DEFAULT (RL 27.18) NS
In the event either CITY or SUBTENANT commences legal action against
the other claiming a breach or default of this SUBLEASE, the
prevailing party in such litigation shall be entitled to recover from
the other reasonable cost of sustaining such action, including
reasonable attorney fees, as may be fixed by the Court.
20. RESERVATIONS TO CITY (RL 27.19) S
The PREMISES are accepted "as is" (as def ined by the terms of
paragraph IB) and "where is" by SUBTENANT subject to any and all
existing easements, and encumbrances. CITY reserves the right to
install, lay, construct, maintain, repair, and operate such sanitary
sewers~ drains, storm water sewers, pipelines, manholes, and
connections; water, oil, and gas pipelines; telephone and telegraph
power lines; and the applications and appurtenances· necessary or
convenient for connection therewith, in, over, upon, through, across
and along the PREMISES or any part thereof, and to enter the PREMISES
for any and all such purposes. CITY also reserves the right to grant
franchises, easements, rights of way, and permits, in, over, upon,
through, across, and along any and all portions of the PREMISES. No
right reserved by CITY in this Clause shall be so exercised as to
interfere unreasonably with SUBTENANT'S operation hereunder.
CITY agrees that rights granted to third parties by reason of this
clause shall contain provisions that the surface of the land shall be
restored as nearly as practicable to the original condition upon the
completion of any construction.
21. HOLDING OVER (RL 27.20) S
In the event SUBTENANT shall continue in possession of the PREMISES
after the term of the SUBLEASE, such possession shall not be
considered a renewal of this SUBLEASE but a tenancy from month to
month and shall be governed by the conditions, and covenants
contained in this SUBLEASE.
22. CONDITION OF PREMISES AT THE TIME OF SUBLEASE (NS)
EXHIBIT A
26
At the. commencement of the SUBLEASE, SUBLESSEE shall accept the
buildings and improvements and any equipment in their existing
c6ndition and state of repair, and SUBLESSEE agrees that no
representations, statements, or warranties, express or implied, have
been made by or on behalf of CITY in respect thereto except as
contained in the provisions of this sublease, and CITY shall in no
event be liable for any latent defects.
23. CONDITION OF PREMISES UPON TERMINATION (RL 27.21) NS
Upon termination of this SUBLEASE, except as otherwise agreed to
herein, SUBTENANT shall redeliver possession of the PREMISES to CITY
in substantially the same condition that existed immediately prior to
SUBTENANT'S occupancy, reasonable wear and tear, flood, earthquake,
war, and any act of war excepted. Upon termination of this SUBLEASE,
CITY may require SUBTENANT to remove interior
structures/modifications constructed by SUBTENANT.
24 .. DISPOSITION OF ABANDONED PERSONAL PROPERTY (RL 27.22) S
If SUBTENANT abandons the PREMISES or is dispossessed thereof by
process of law or otherwise, title to'any personal property belonging
to SUBTENANT and left on the PREMISES forty-five (45) days after such
abandonment or dispossession shall be deemed to have been transferred
to CITY. CITY shall have the right to remove and to dispose of such
property without liability therefor to SUBTENANT or to any person
claiming under SUBTENANT, and shall have no need to account therefor.
25. CITY'S RIGHT TO RE-ENTER (RL 27.24) S
SUBTENANT agrees to yield and peaceably deliver possession of the
PREMISES to CITY on the date of termination of this SUBLEASE I
whatsoever the reason for such termination.
Upon giving written notice of termination to SUBTENANT, CITY shall
have the right to re-enter and take possession of the PREMISES on the
date such termination becomes effective without further notice of any
kind and without institution of regular legal proceedings.
Termination of the SUBLEASE and re-entry of the PREMISES by CITY
EXHIBIT A
27
shall in no way alter or diminish any obligation of SUBTENANT under
the SUBLEASE terms and shall constitute an acceptance or surrender.
SUBTENANT waives any and all rights of redemption under any
or future law or statute in the event of eviction
dispossession of the PREMISES for any reason or in the event
enters and lawfully re-takes possession of the PREMISES.
26. CONFLICT OF INTEREST (RL 27.25) S
existing
from or
CITY re-
SUBTENANT warrants and covenants that no official or employee of CITY
nor any business entity in which any official or employee of CITY is
interested: (1) has been employed or retained to solicit or aid in
the procuring of this agreement; or (2) will be employed in the
performance of this agreement without the divulgence of such fact to
CITY. In the event that CITY determines that the employment of any
such official, employee or business entity is not compatible with
such official's or employee's duties as an official or employee of
CITY, SUBTENANT upon request of CITY shall immediately terminate such
employment. Violation of this provision constitutes a serious breach
of this SUBLEASE and CITY may terminate this SUBLEASE as a result of
such violation.
27. EMINENT DOMAIN (RL 27.26) S
In the event the whole or any part of the PREMISES are condemned by
a public entity in the lawful exercise of its power of eminent
domain, this SUBLEASE shall cease as to the part condemned. The date
of such termination shall be the effective date of possession of the
whole or part of the PREMISES by the condemning public entity.
If only a part is condemned and the condemnation of that part does
not substantially impair the capacity of the remainder to be used for
the purposes required by this SUBLEASE, SUBTENANT shall continue to
be bound by the terms, covenants and conditions of this SUBLEASE.
However, the then current minimum annual rent shall be reduced in
proportion to the relationship that the compensation paid by the
condemning public entity for the portion condemned bears to the value
of the entire PREMISES as of the date of possession of the part
condemn~d. If the condemnation of a part of the PREMISES
EXHIBIT A
28
substantially impairs the capacity of the remainder to be used for
the purposes required by this SUBLEASE, SUBTENANT may:
A. Terminate this SUBLEASE and thereby be absolved of obligations
under this SUBLEASE which have not accrued as of the date of
possession by the condemning public entity; or
B. Continue to occupy the remaining PREMISES and thereby continue
to be bound by the terms, covenants and conditions of this
SUBLEASE. If SUBTENANT elects to continue in possession of the
remainder of the PREMISES, the· then current annual minimum
rental shall be reduced in proportion to the relationship that
the compensation paid by the condemning public entity for the
part condemned bears to the value of the entire SUBLEASED
PREMISES as of the date of possession by the condemning public
entity.
SUBTENANT shall provide CITY with written notice advising CITY of
SUBTENANT'S choice within thirty (30) days of possession of the part
condemned by the condemning public entity.
CITY shall be entitled to and shall receive all compensation related
to the condemnation of all or part of the PREMISES by the exercise of
eminent domain except that SUBTENANT shall be entitled to that
portion of the compensation which represents the value of the
SUBTENANT constructed improvements fqr the remainder of the SUBLEASE
term. The amount to which SUBTENANT shall be entitled shall not
exceed the actual cost of improvements constructed by SUBTENANT
reduced in proportion to the relationship of the remaining SUBLEASE
term to the original SUBLEASE term, using a straight line approach.
28. CHANGES IN PRICE INDICES (RL 27.27) S
Clauses contained in this SUBLEASE ~ay provide for adjustment bas~d
on the Consumer Price Index, component indices, or other indices.
Should these indices be changed, altered or cease to be published,
the following conditions shall apply:
A. If the subject index is changed so that the base year differs
from that used as of the month in which the term commences, the
subject index shall be converted in accordance with the
conversion factor published by the publisher of that index;
EXHIBIT A
29
B. If the subject index is discontinued or revised during the
SUBLEASE term, such index shall be replaced by another
government index or computation which will obtain substantially
the same result as would be obtained if the subject index had
not been discontinued or revised.
29. HAZARDOUS SUBSTANCES (RL 27.29) NS
A. Definition. As used herein, the term "Hazardous Materials"
means any substance or material which has been determined by any
state, federal or local governmental authority to be capable of
posing risk of injury to health, safety, and property, including
petroleum and petroleum products and all of those materials and
substances designated as hazardous or toxic by the U.s.
Environmental Protection Agency, the California Water Quality
Control Board, the U. S. Department of Labor, the. Cal i fornia
Department of Industrial Relations, the California Department of
Health Services, the California Health and Welfare Agency in
connection with the Safe Water and Toxic Enforcement Act of
1986, the U.S. Department of Transportation, the u.S. Department
of Agriculture, the U.S. Consumer Product Safety Commission, the
U.S. Department of Health and Human Services, the U.S. Food and
Drug Administration or any other governmental agency now or
hereafter authorized to regulate materials and substances in the
environment. Without limiting the generality of the foregoing,
the term "Hazardous Materials" shall include all of those
materials and substances defined as "toxic materials" in
Sections 66680 through 66685 of Title 22 of the California Code
of Regulations, Division 4, Chapter 20, as the same may be
amended from time to time.
B.SUBTENANT'S Use of PREMISES. During the term of this SUBLEASE,
SUBTENANT shall abide and be bound by all of the following
requirements:
i. SUBTENANT shall comply with all laws now or hereafter in
effect relating to the use of Hazardous Materials on, under
or about the PREMISES, and SUBTENANT shall not contaminate
the PREMISES, or. its subsurfaces/with any Hazardous
Materials when such release or releases are caused by or
result from SUBTENANT'S acts or ommissions on the PREMISES.
EXHIBIT A
30
ii. SUBTENANT shall restrict its use of Hazardous Materials at
the PREMISES to those kinds of materials that are normally
used in constructing the Project. Disposal of any
Hazardous Materials at the Premises are strictly
prohibited. Storage of such permissible Hazardous
Materials is allowed only in accordance with all applicable
laws now or hereafter in effect. All safety and monitoring
features of any storage facilities shall be approved by
CITY'S Fire Chief in accordance with all laws.
111. SUBTENANT shall be solely and fully responsible for the
reporting of all Hazardous Materials releases to the
appropriate public agencies, when such releases are caused
by or result from SUBTENANT'S activities on the PREMISES.
SUBTENANT shall immediately inform CITY of any release of
Hazardous Materials, whether or not the release is in
quantities that would otherwise be reportable to a public
agency_
lV. SUBTENANT shall be solely and fully responsible and liable
for such releases at the Premises, or into CITY'S sewage or
storm drainage systems. SUBTENANT shall take all necessary
precautions to prevent any of its Hazardous Materials from
entering into any storm or sewage drain system or from
being released on the Premises. SUBTENANT shall remove
releases of its Hazardous Materials in accordance with all
laws. In addition to all other rights and remedies of CITY
hereunder, if the release of Hazardous Materials caused by
SUBTENANT is not removed by SUBTENANT within ninety (90)
days after discovery by SUBTENANT, CITY or any other third
party, CITY may pay to have the same removed and SUBTENANT
shall reimburse CITY for such costs within five (5) days of
CITY'S demand for payment.
v. SUBTENANT shall protect, defend, indemnify and hold
harmless CITY from and against all loss, damage, or
liability (including all foreseeable and unforeseeable
consequential damages) and expenses (including, without
limitation, the cost of any cleanup and remediation of
Hazardous Materials) which CITY may sustain as a result of
the presence or cleanup of Hazardous Materials on the
EXHIBIT A
31
PREMISES, that result from SUBTENANT's use or release of
Hazardous Materials.
vi. SUBTENANT'S obligation under this Clause shall survive the
expiration or earlier termination of this SUBLEASE.
30. ALL COVENANTS ARE CONDITIONS (RL 27.30) S
All provisions of the SUBLEASE are expressly made conditions.
31. PARTIES OF INTEREST (RL 27.31) S
intended to, or
person or party
condi t ion or
promises and
and exclusive
Nothing in this agreement, expressed or implied, is
shall be construed to, confer upon or to give to any
other than CITY and SUBTENANT the covenants,
stipulations hereof. All covenants, stipulations,
agreements in this SUBLEASE shall be for the sole
benefit of CITY and SUBTENANT.
32. RECORDATION OF SUBLEASE (RL 27.32) S
Neither CITY nor SUBTENANT shall record this SUBLEASE; however, a
short-form memorandum of SUBLEASE may be recorded at CITY'S request.
EXHIBIT A
32
EXHIBIT C
CITY shall provide the following janitorial service to the PREMISES:
Daily
a) Empty and clean all trash containers, dispose of trash and
replenish liners, as needed.
b) Clean blackboards, trays, chairs and table tops.
c) Clean and maintain restrooms in a sanitary and odor-free
condition; including all floors, mirrors, sinks, toilet bowls
and urinals.
d) Furnish and replenish all restroom supplies.
e) Straighten up tables and chairs in classrooms.
f) Sweep or dust mop all hard surface floors including stairways
and halls.
g) Vacuum all carpets.
h) Remove finger marks and smidges from all glass entrance doors,
mirrors, walls and doors.
i) Specifically check, and if needed, dust tops of counters, and
furniture (which is free of interfering objects) .
j) Secure all windows and doors; and turn off lights (weekdays
only) .
k) Sweep exterior walkways.
1) Remove graffiti as soon as possible, upon discovery;
Weekly
a) Mop hard surface floor areas as needed.
b) Dust for cobwebs, window sills and blinds.
Once·per year
a) Strip and wax floors.
b) Wash windows inside and out.
e) Shampoo carpets.
AMENDMENT NO.1
TO SUBLEASE BETWEEN CITY OF PALO ALTO
AND FOOTHILL-DEANZA COMMUNITY COLLEGE DISTRICT
This Amendment No. 1 Between the City of Palo Alto and Foothill-DeAnza
Community College District (hereinafter referred to as the "Sublease"), is made and entered into this
.1vvt) day ofA"g-t:ffir; 1999, by and between the CITY OF PALO ALTO; 'a. California municipal
corporation of the State of California, hereinafter referred to as "CITY," and FDOTHILL-DEANZA
COMMUNITY COLLEGE DISTRICT, hereinafter referred toas"':~S.UBTENANT." . , ... , ". ;.~ .. ,
RECITALS
WHEREAS, Sections V and VI of the Sublease require a monthly rent of $54,908,
subject to automatic annual adjustments in proportion to changes in the Consumer Price Index; and
WHEREAS, Section X of the Sublease requires CITY to be responsible for, among
other items, roof repair, exterior painting and painting of interior ceiling tiles (when the result of a
leaking roof) of the subleased facility located at 4000 Middlefield Road, Palo Alto; and
WHEREAS, CITY and SUBTENANT agree that the exterior buildings and some
interior ceilings (as the result of leaking roofs which have now been repaired) are in serious need
of paint and that CITY, due to the priority of other projects, does not have the resources to complete
the painting in a timely fashion; and
WHEREAS, CITY and SUBTENANT agree it is appropriate that SUBTENANT
complete the required painting, the documented cost of which would be credited against
SUBTENANT's required monthly rent.
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto
agree as follows:
990728 sdl 0032215
SECTION 1. Section V of the sublease is hereby amended to read as follows:
"V. CONSIDERATION RENT (RL 7.0) NS
As consideration for SUBTENANT'S use of the PREMISES in
accordance with the terms and conditions of this SUBLEASE,
SUBTENANT agrees to pay to CITY forty-four thousand five
hundred thirty-four dollars ($44,534.00/mo) per month for all
exclusive use space and ten thousand three hundred and seventy-four
dollars ($10,374.00/mo) per month for all part-time exclusive use
space, for a total of fifty-four thousand nine hundred and eight dollars
($54,908.00/mo) per month due and payable in accordance with
Clause VIII (RENT PAYMENT PROCEDURE).
1
1.
AMENDMENT NO.2
TO SUBLEASE BETWEEN CITY OF PALO ALTO AND
FOOTHILL DEANZA COMMUNITY COLLEGE DISTRICT
This Amendment No.2 to the Sublease dated July 1, 1997, between the City of
Palo Alto and Foothill-DeAnza Community ~ollege District (hereinafter referred to as the
"Sublease"), is made and entered into this 1~7 day of T;):,. Y 2002, by and between the City
of Palo Alto, a California municipal corporation ofthe State of California herein referred to as
"CITY", and Foothill Deanza Community College District, hereinafter referred to as
"SUBTENANT" .
RECITALS
WHEREAS, the Sublease was a five (5) year term which is due to terminate on June 30, 2002;
WHEREAS, the Sublease was amended (Amendment No.1), by the CITY and SUBTENANT
on August 2, 1999, for the agreement that Subtenant complete required painting, the documented
cost of which would be credited against Subtenant's required monthly rent;
WHEREAS, the parties now desire to amend the Sublease to provide for an extension of the
Sublease term and for conditions of termination;
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as
follows:
SECTION I. Section IV of the Sublease is hereby amended to read as follows:
"IV. TERM (RL 7.0) NS
The term of this SUBLEASE shall be five (5) years, commencing July 1,2002 and terminating
on June 30, 2007. SUBTENANT may terminate this SUBLEASE, upon one hundred twenty
(120) days prior written notice, and upon agreement and acceptance by CITY. CITY shall not
withhold acceptance without reasonable cause.
CITY may terminate this SUBLEASE, upon twenty two (22) months prior written notice, and
upon twenty four (24) months written notice to City from the Palo Alto Unified School District
of termination or partial termination ofthe Lease and Covenant Not to Develop (Lease), dated
September 1, 1989, as amended by and between the Palo Alto Unified School District
"DISTRICT" and the CITY.
IN 2. Except as herein modified, all other provisions of and exhibits to the Sublease
shall remain in full force and effect.
v1TNESS WHEREOF, the parties have by their duly authorized representatives executed
oS Amendment on the date first above written.
CITY
~&AD
Assistant City Manager
SUBTENANT
FOOTHILL DEANZA COMMUNITY
COLLEGE DISTRICT
BY:
Its :-!..;~~C~h~an!!:· c~e=-=l~l:!:o:.:r~o =..f .....;!B:::..::u!!:s~i~n"""'e~s ~s ... S"-le::.lr;..liv-=i~c~e£.s
AMENDMENT NO.3
TO SUBLEASE BETWEEN· CITY OF PALO ALTO AND
FOOTHILL DEANZA COMMUNITY COLLEGE DISTRICT
This Amendment No.3 to the Sublease dated July 1, 1997, between the City of
Palo Alto and Foothill-DeAnza Community College District (hereinafter referred to as the
"Sublease"), is made and entered into this 0 --t"h day offAI'III[/tfj) 2003, by and between the City
of Palo Alto, a California municipal corporation of the State ofCalifomia herein referred to as
"CITY", and Foothill-DeAnza Community College District, hereinafter referred to as
"SUBTENANT" .
RECITALS
WHEREAS, the Sublease was a five (5) year term which was due to terminate on June 30, 2002;
WHEREAS, the Sublease was amended (Amendment No.1) , by the CITY and SUBTENANT
on August 2, 1999, for the agreement that Subtenant complete required painting, the documented
cost of which would be credited against Subtenant's required monthly rent;
WHEREAS, the Sublease was amended (Amendment No.2), by the CITY and SUBTENANT on
July 1, 2002, to provide for an additional five (5) year term which is due to terminate on June
30,2007, and for conditions of termination;
WHEREAS, the parties now desire to amend the Sublease to reduce the exclusive leased
premises from the current 39,675 square feet to 38,985 square feet, and to reduce the monthly.
rent accordingly.
NOW, THEREFORE, in consideration of their mutual covenants, the parties hereto agree as
follows:
SECTION I. Effective September 1, 2002, the following clauses shall be amended to read as
follows:
"I. PREMISES (RL 3.0) S
Subject to the terms and conditions set forth in this agreement, CITY SUBLEASES to
SUBTENANT that certain property (PREMISES) described and shown in "EXHIBIT B".
EXHIBIT B is attached to, and by this reference, made a part of this SUBLEASE.
Approximately 38,985 square feet, identified as buildings B, C, t J, P, classroomsA4, A5, D5,
D6, D7 & and the Pavilion Offices, Weight Room and Aerospace Room .. Additionally,
SUBTENANT shall be provided part-time exclusive use of approximately 18,485 square feet,