HomeMy WebLinkAboutStaff Report 255-07TO:
FROM:
City of Palo Alto
City Manager’s Report
HONORABLE CITY COUNCIL
CITY MANAGER DEPARTMENT: ADMINISTRATIVE
SERVICES
DATE:
SUBJECT:
AUGUST 6, 2007 CMR: 255:07
APPPROVAL OF A REQUEST FOR PROPOSALS TO SUBLEASE A
PORTION OF THE UNIVERSITY AVENUE DEPOT, 95 UNIVERSITY
AVENUE FOR A CAFI~ SERVICE
RECOMMENDATION
Staff recommends that the City Council approve the attached Request for Proposals (RFP)
package and direct staff to solicit proposals for subleasing a portion of the University Avenue
Depot for a card service.
BACKGROUND
The City’s 1915 lease with Stanford University for E1 Camino Park was amended in 1981 to
include the transit center and the depot. On March 31, 1981, Council approved a 32-year
sublease with the Santa Clara Valley Transportation Agency (SCVTA) for the transit center and
the depot. On April 22 1997, Council approved a proposal for rehabilitation of the Depot which
included a provision for secured bicycle parking. In July 1998, the City entered into an
agreement with Palo Alto Bicycles, Inc. to operate a Bike Station in the former baggage room of
the Depot. The SCVTA was responsible for the restoration and rehabilitation project, which was
completed in 2006.
DISCUSSION
Property Description
The Depot was built in 1940 by Southern Pacific Rail Road Company. It consists of a ,5,375
square-foot (25’ x 215’) main building and an adjacent 1,500 square-foot baggage room. The
main building includes an area for a cafe vendor, a ticket office (the ticket agents have been
relocated to other facilities), waiting room, and restrooms. The City has an agreement with Palo
Alto Bicycles to operate a bike station in the baggage room. Both the main building and baggage
room are listed on the National Register and the California Register of Historic Resources, and
are also listed on the City’s Historic Inventory at a Category 1 level of significance. A very rare
and unique example in California of a Streamline train station, the Depot, both exterior and
interior, has been restored to its original, intact condition including the interior furnishings,
lighting, walls and the mural by John McQuarrie depicting Leland Stanford and the "Western
Movement." The property available for sublease is an approximately 300 square-foot area
within the main building. The Depot is zoned Public Facility (PF). Located near the University
CMR:255:07 Page 1 of 5
Avenue underpass, the Depot is adjacent to the train tracks and Alma Street to the north; E1
Camino Real and Stanford Campus to the south; University Avenue and the Sheraton Hotel to
the east; and E1 Camino Park to the west. Permit parking for the Depot is available on the west
side of University Avenue in the public parking lot between the train tracks and the Sheraton
Hotel.
When the depot was constructed in 1940, a cafd was located in the main depot building. Most
likely, the original cafd was removed due to a decline in the number of train passengers. Over the
years, there has been some interest in re-establishing a cafd at the depot, but two past coffee-cart
efforts failed. Staff believes that the reason the coffee carts failed was due to the fact that most
of the train passengers were arriving at, but not leaving from, the depot. With the advent of the
Caltrain bullet trains, the number of passengers boarding the train at the University Depot has
increased significantly, and staff now a believes that a cafd may be successful.
A major regional transit hub, the University Avenue Depot has a high level of current transit use,
including approximately 6,200 daily Caltrain boardings and alightings from 96 daily trains. This
is the second highest ridership on the Caltrain line, second only to the Fourth and King Station in
San Francisco. Total ridership for the various transit modes that serve the station (VTA and
SamTrans buses and Stanford University and City of Palo Alto shuttle buses) is approximately
11,700 passengers per day, including both boardings and alightings. Alightings from Caltrain at
the Palo Alto Station (1,390) exceed the number of boardings (723) in the morning peak-period
(6-9 a.m.), and the reverse is true (1,243 boardings v 515 alightings) for the evening peak period
(3-6 p.m.). Projections indicate ridership will continue to increase and will more than double by
the year 2030.
The SCVTA restoration and rehabilitation project included a seismic upgrade and the renovation
of the public restrooms. For several years, the SCVTA and the Joint Powers Board (JPB) each
provided ticket agents to sell tickets for the bus and the trains. The ticket agents have been
replaced by machines, and the depot is now vacant. The SCVTA bus drivers currently have
access to the restrooms, but they have been closed to the general public since the restoration
project began. The SCVTA and the City have been reluctant to provide public access to the
restrooms without onsite janitorial service and oversight to prevent vandalism. To compensate
for the closed restrooms, the City relocated the Decaux (French self-cleaning) toilet to the transit
center facility, but complaints about the lack ofpubtic access to the Depot restrooms continue.
Proposed RFP
The attached RFP consists of an Information Flyer (summarizing the offering) and a proposal
package (including proposal forms, proposal questionnaire, and sublease). The City and the
SCVTA are co-lessors on the sublease, with the City serving as the contract administrator. The
intent of the RFP is to sublease approximately 300 square-feet of the main Depot building for a
5-year term to a tenant that can improve, maintain and operate the premises as a food and
beverage service which: 1) attracts and serves the general public; 2) provides public access to the
public restrooms during hours of oPeration; 3) provides janitorial service to the main building
and restrooms; 3) benefits the City and community as a whole; 4) preserves and maintains the
historic significance of the property; and 5) does not adversely impact the other uses and tenants
of the facility. Also, the RFP requires that the improvements, maintenance and operation of the
subleased premises be at no cost to the City or the SCVTA.
CMR:255:07 Page 2 of 5
In addition to the 5-year term and requirements that the subtenant provide janitorial service and
access to the public bathrooms, other major terms include: 1) a minimum monthly rent equal to
a percentage (bid item not less than $100) of the gross revenue from the caf~ operations less the
cost of the janitorial service; 2) no rent requirement for the first six months of the sublease; 3) the
right of the subtenant to terminate the sublease at any time with 60 days written notice to City;
and 4) the right of the City to terminate the sublease with 180 days written notice. The RFP is
summarized in Attachment A.
A cafd service in the Depot will also provide the on-site oversight and janitorial service
necessary to reopen the restrooms to the public. Currently the SCVTA provides twice daily
janitorial service for the depot and restrooms at a cost of $2,000 per month. Staff is proposing
that in lieu of rent for the first six months, the cafd would be responsible for providing the
janitorial service to the main building and the restrooms. Should the caf~ fail, the subtenant will
have the option of terminating the lease with 60 days notice. The rent revenue from the
operation would be credited to the SCVTA, as it remains responsible for the rent, the property
taxes and maintenance of the depot under the conditions of its sublease with the City and the
City’s lease with Stanford.
Historic Preservation
The RFP explains the architectural and historic significance of the Depot and that the City
desires to preserve as much of the historic significance and integrity as possible. A summary of
guidelines for historic preservation included in the Secretary of the Interior’s Standards of
Rehabilitation for Historic Buildings is attached to both the information flyer and the sublease.
The proposer will be required to show how its proposed improvements and possible
modifications to the property are responsive to the standards and guidelines for historic
preservation and rehabilitation.
Staff recommends approval of the RFP in order to provide the following benefits to the general
public, the City and the SCVTA: 1) a cafd service offering refreshments and ambience; 2) depot
restrooms open to the public; 3) janitorial service for the depot main room and restrooms; and 4)
rental revenue to offset costs of depot maintenance.
Evaluation of Proposals
Proposers will be required to show how their proposed use, improvements and modifications
meet the requirements for use and historic preservation of the property. Consistent with the
City’s policy for the Leased Use of City Land/Facilities, proposers will be required to provide
the following information, which will be considered in evaluating proposals: 1) the extent to
which the proposed leased use satisfies a public need or provides public benefit; 2) the extent to
which the proposal is responsive to the guidelines and standards for historic
preservation!rehabilitation; 3) the consistency of the proposed use with existing City goals and
objectives (as set forth in the Comprehensive Plan, Zoning Ordinance, and Municipal Code); 4)
the impact of the proposed use upon other tenants of the Depot, the neighborhood, and
community; 5) the degree of public access and fees to be charged to Palo Alto citizens; 6) the
monetary and non-monetary consideration to be provided to the City; 7) the history and
assessment of the proposer’s ability to finance and carry out the construction, operation and
CMR:255:07 Page 3 of 5
maintenance of the facility and services as proposed; 8) a three-year pro-forma financial analysis
of the proposed use, setting forth the project revenues and expenses for this period of time.
Proposals will be reviewed and evaluated for recommendation to the City Council by a proposal
evaluation committee comprised of representatives of Stanford, SCVTA and staff.
Proposed Schedule for Solicitation
Following Council approval, staff will advertise the RFP in local newspapers and send the
information flyer to the City’s surplus property mailing list, local realtors, cafes, and to those
persons and groups who have expressed interest in leasing the property. The RFP will also be
added to the City’s website.
Proposals will be accepted until Tuesday October 2, 2007 at 3 pm, when sealed proposals will be
opened. Proposals and proposers will then be reviewed by the evaluation committee using the
criteria summarized above, and the proposals and recommendations for a successful bidder will
be forwarded to the City Council.
RESOURCE IMPACT
The RFP requires the prospective subtenants to improve, maintain and operate the property at no
cost to the City. Subtenant responsibility for janitorial service and rent payments will reduce
costs for the SCVTA. Subtenant responsibility for the public restrooms will reduce City staff
time spent responding to complaints about lack of public access to the restrooms.
POLICY IMPLICATIONS
The RFP is consistent with Policy and Procedures 1-11, Leased Use of City Land/Facilities.
ENVIRONMENTAL REVIEW
The project is exempt from the requirements of the California Environmental Quality Act under
Section 15301, Existing Facilities, subject to the improvements being consistent with the
Secretary of the Interior’s Standards of Rehabilitation for Historic Buildings.
ATTACHMENTS
Attachment A: Summary of RFP
Attachment B: Request for Proposal, including:
-Information Flyer
-Proposal Package
PREPARED BY:
DEPARTMENTAL HEAD APPROVAL:
WILLIAM W. FELLMAN
Manager, Real Property
- CAl~L YF~TS
Director, ~dministrative Services
CMR:255:07 Page 4 of 5
CITY MANAGER APPROVAL:
cc:Stanford University
SCVTA
EMILY HARRISON
Assistant City Manager
CMR:255:07 Page 5 of 5
ATTACHMENT A
SUMMARY - UNIVERSITY AVENUE DEPOT CAFI~
95 UNIVERSITY AVENUE
REQUEST FOR PROPSAL
The Request for Proposal (RFP) consists of I.) the Information Flyer and II.) the
Proposal Package.
I.Information Flyer
The information Flyer summarizes the offering and will be sent to interested
person or organizations. The Information Flyer includes the following
information:
A.Minimum bid ($2,000, which reflects the estimated cost to solicit
proposals,) and the date the proposals are due (October 2, 1007).
13.General description of the property to be leased, including location map.
C.Statement of intent of the RFP and requirements for use.
D.Required improvements, maintenance and historic preservation.
E.Summary of the terms of the Lease.
F.Instructions for obtaining the Proposal Package.
II.Proposal Package
The Proposal Package summarizes the proposal requirements and procedures and
lists the evaluation criteria. It includes the Proposal Forms, Proposal
Questionnaire and the form of Lease.
Lease - the key provisions in the Lease are as follows:
1.Premises:
95 University Avenue, University Avenue Depot, 300 square feet of
interior space
2. Required uses:
a. Card service to the general public using the Depot.
b.Public access to the Depot restrooms during hours of Cafd
operation.
c Janitorial service for the Depot main room and restrooms.
o
o
Term:
Approximately 5 years, from execution of the lease through the last day of
February, 2013. Subtenant to have the option of terminating the lease with
60 days notice; City has option to terminate the lease with 180 days notice.
Rent:
No rent for first six months of lease. Starting with the 7th month, a base
rent (minimum of $100 bid item) and a percentage rent (bid item) will be
due.
Improvements to be made by tenant:
Required improvements are those improvements which are identified and
shown in the plans approved by the City during the first three months of
the lease term.
o
°
Security Deposit:
$2,000
Maintenance and Repairs:
Subtenant is responsible for maintaining the Premises and for providing
janitorial service to the Depot main room and restrooms.
VTA, in accordance with its sublease with CITY, is responsible for the
maintenance and repair of the Depot and its main support systems not
exclusively serving the leased premises, including roof repair, electrical
system repair, interior and exterior painting and structural repairs.
Utilities:
City to provide gas, electricity, water, sewer, to be reimbursed by
Subtenant for its proportionate share of the cost.
Subtenant is responsible for telephone service, and trash collection, and
for all connection charges, and for the cost of any necessary new or
additional utility installations, such as wiring, plumbing, conduits, and
mains.
10,
Assignments and subletting:
Any assignment, subletting or encumbrance of the lease is subject to City
approval.
Taxes, Assessments and Insurance:
Subtenant to be responsible for its pro-rata share for all costs for taxes and
assessments for the premises and to maintain insurance meeting the City’s
standard requirements for insurance protection.
ATTACHMENT B
City of Palo Alto, CA
FLYER
RAIN DEPOT
CAFE
Invites your
Bid Proposal
~or the lease of
depot space for
a Depot Car&
CITY OF PALO ALTO
SUMMARY OF LEASE OPPORTUNITY
REQUEST FOR PROPOSALS
SUBLEASE OF CITY-LEASED PROPERTY
95 UNIVERSITY AVENUE, PALO ALTO
WHAT IS IT?An opportunity to obtain a five-year sublease to
develop and operate a cafd-type food and beverage
service on City-leased property consisting of a 300
square foot portion of a transportation facility
commonly known as the University Avenue Train
Depot (see attached map A).
WHERE IS IT?At 95 University Avenue, Palo Alto.
WHAT IS THE ZONING?The property is currently zoned PF (Public Facility).
WHAT USES WOULD BE
PERMITTED?
Food and beverage service open to the public. A
conditional use permit from City of Palo Alto and a
permit from the Santa Clara County Health
Department will be required.
WHEN ARE PROPOSALS DUE?Proposals are due on or before 3:00 p.m. on Tuesday,
October 2, 2007 and should be submitted to:
Manager, Purchasing/Contract Administration
City of Palo Alto, First Floor
P.O. Box 10250
Palo Alto, CA 94303
IS THERE A MINIMUM BID?The minimum acceptable bid for the monthly rental is
$100 per month. (Subtenant will be required to
provide for janitorial services for depot, currently
estimated at $2,000 per month.)
HOW DO I GET A PROPOSAL If you would like to obtain the Request for Proposals
package or are interested in further information,
please contact:
Bill Fellman
City of Palo Alto/Real Estate Division
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, CA 94303
(650) 329-2472
bill.fellman@cityofpaloalto.org
GENERAL DESCRIPTION OF PROPERTY, IMPROVEMENTS AND
SURROUNDINGS
Background:
The University Avenue Train Depot (Depot) and adjacent land is owned by
Stanford University. The City of Palo Alto (City) leases the Depot from Stanford
and subleases it to the Santa Clara Valley Transportation Agency (SCVTA). Built
in 1940, the Depot consists of a 5,375 square-foot (25’ x 215’) main building and
an adjacent 1,500 square-foot baggage room. The main building includes room
for a ticket office, waiting room, and restr0oms and is no longer used for ticket
sales. The City has an agreement with Palo Alto Bicycles to operate a Bike
Station in the baggage room. Both the main building and baggage room are listed
on the National Register and the California Register of Historic Resources, and
are also listed on the City’s Historic Inventory as a Category 1 level of
significance. A very rare and unique example in California of a Streamline train
station, the Depot, both exterior and interior, has been restored to its original in-
tact condition including the interior furnishings, lighting, walls and the mural by
John McQuarrie. The restoration and rehabilitation included seismic upgrade as
well. The City desires to preserve as much of the historic significance and
integrity of the Depot as possible. The Depot is an important link in the regional
transit system with a high degree of transit use, including approximately 6,200
daily boardings and alightings from Caltrain’s 96 daily trains. Total ridership
including the SCVTA and Samtrans buses and Stanford University and City of
Palo Alto shuttle buses is approximately 11,700 passengers per day.
Property Description, Improvements, Surroundings:
The property available for sublease is an approximately 300 square-foot portion
of the main building. The Depot is currently zoned Public Facility (PF). Located
near the University Avenue underpass, the Depot is adjacent to the train tracks
and Alma Street to the north; E1 Camino Real and Stanford Campus to the south;
University Avenue and the Sheraton Hotel to the east; and E1 Camino Park to the
west. (See attached map B.)
Permit parking for the Depot is available on the west side of University Avenue in
the public parking lot between the train tracks and the Sheraton Hotel.
II.DEPOT FOOD & BEVERAGE SERVICE - REQUIRED USES AND
IMPROVEMENTS
GENERAL STATEMENT OF 1NTENT OF REQUEST FOR
PROPOSALS
The Depot is historically significant and part of a major transportation hub
in the City of Palo Alto. It is the City’s desire to sublease a portion of the
Depot building to a proposer that can improve, maintain and operate the
premises as a food and beverage service which: 1) attracts and serves the
general public; 2) provides public access to the public bathrooms; 3)
provides janitorial service for the main building and restrooms; 4) benefits
III.
No
Co
the City and community as a whole; 5) preserves and maintains the
historic significance of the property; and 6) does not adversely impact the
other uses and tenants of the facility.
The City and the VTA seek a subtenant to improve, maintain and operate
the premises so that no cost is incurred by the City, or VTA and so that
public benefit is generated for the City.
DEPOT FOOD/BEVERAGE SERVICE - REQUIREMENTS FOR USE
In addition to the operation of a food and beverage service, the subtenant
will be required to provide janitorial service for the entire depot and public
access to the restrooms during food/beverage service operating hours.
REQUIREMENTS FOR IMPROVEMENTS, MAINTENANCE AND
HISTORIC PRESERVATION.
Any improvements and modifications necessary to provide the required
service will be the responsibility of the subtenant. The subtenant will be
responsible for all maintenance of its leased premises, janitorial service for
the Depot main building and daily opening and closing of the restrooms.
The Depot is architecturally and historically significant, and the City
desires to preserve as much of the historic significance and integrity as
possible. General guidelines for historic preservation are included in the
Secretary of the Interior’s Standards of Rehabilitation for Historic
Buildings (see Attachment C). It will be up to the proposer to show how
its proposed improvements and possible modifications to the property are
responsive to the standards and guidelines for historic preservation and
rehabilitation. Preference will be given to proposals that comply with the
Secretary of Interior’s Standards.
The use will require the subtenant to apply for and obtain a City
conditional use permit and a County health permit. Improvements or
modifications may require City building permits.
SUMMARY OF LEASE
The successful proposer will be awarded a five-year Sublease for the
premises. During the first six months of the Sublease, which will be rent
free, the subtenant must obtain plan approvals and permits required for the
proposed improvements and modifications to the premises, obtain City
approval of the required conditional use permit or other discretionary
approval that may be required for the proposed use; and provide evidence
that sufficient financial security will be available to complete, operate and
maintain the project.
Some of the major Sublease provisions are highlighted below. This
information is not intended to be definite but is intended to provide a basic
summary of the major sublease provisions. It is the responsibility of each
prospective subtenant to review the request for proposals and proposal
package, and the documents contained in the package, including the form
of Sublease, examine the economic environment, and make such further
investigation as necessary to insure that he/she fully understands the
nature of the undertaking and the obligations he/she will assume if the
proposal is accepted. The form of the legal documents may also be
subject to change and further negotiation with the City once the successful
proposer is chosen.
Term of Sublease: approximately 5 years ending, on the last day of
February 2013, with option for subtenant to terminate the lease
with 60 days written notice and the City to terminate the lease with
180 days notice.
Required use: a food/beverage service which includes provision of
public access to the Depot restrooms and janitorial service to the
Depot main building and restrooms.
o Rent: The minimum bid for the monthly rent is $100, with
additional bid for percentage rent based on gross receipts less the
cost of janitorial. The Sublease will be rent-free for the first six
months.
o Improvements to be made by the subtenant: Required
improvements are those improvements necessary to accommodate
the proposed use and to preserve the historic integrity of the
building.
Insurance: The subtenant shall maintain the following insurance
acceptable to the City in full force and effect through the terms of
the Sublease. The policy or policies of insurance maintained by the
subtenant shall provide the following limits and coverage with the
City being named as additional insured under the policy or
policies:
POLICY MINIMUM LIMITS OF LIABILITY
WORKER’ S
COMPENSATION Statutory
COMPREHENSIVE
AUTOMOBILE
LIABILITY
Including Owned, Hired
And Non-Owned
Automobiles
Bodily Injury
Property Damage
$1,000,000 ea. person
$1,000,000 ea. occurrence
$1,000,000 ca. occurrence
Co
do
o
o
10.
COMMERCIAL
GENERAL
LIABILITY
Including
Products and
Completed Operations,
Broad Form Contractual
And Personal Injury
Bodily Injury
Property Damage
$1,000,000 ea. person
$1,000,000 ea. occurrence
$1,000,000 aggregate
$1,000,000 ea. occurrence
FIRE AND EXTENDED
COVERAGE
Not less than 100% of replacement cost.
COURSE OF CONSTRUCTION Completed value of project
Assignment: Any assignment or encumbrance of the Sublease
must receive prior City approval.
Utilities: The subtenant shall be responsible for its prorated share
for all utilities supplied to the premises.
Maintenance and Repair: The subtenant shall be responsible for all
maintenance and repairs for its leased premises and for janitorial
service for entire depot.
Taxes and Assessments: The subtenant shall be required to pay a
pro-rated share of the property tax for the Depot parcel, estimated
to be approximately $35 per year.
Termination: Subtenant shall have the right to terminate the
Sublease with 60-days written notice.
City of Palo Alto, CA
DEPOT
Invites your
Bid Proposal
t~or the lease ot~
depot space t~or
a Depot
ADMINISTRATIVE SERVICES DEPARTMENT
REAL ESTATE DIVISION
REQUEST FOR PROPOSAL (RFP) NUMBER XXXXX
FOR PROFESSIONAL SERVICES
UNIVERSITY AVENUE TRAIN DEPOT CAFE
(ClP NUMBER, IF APPLICABLE)
PRE-PROPOSAL CONFERENCE:
RFP SUBMITTAL DEADLINE:
CONTRACT MANAGER:
PROJECT MANAGER:
TIME TBD, DAY/DATE: TBD
3:00 P.M.,TUESDAY, OCTOBER 2, 2007
KATHY BRADLEY
BILL FELLMAN
CITY OF PALO ALTO
PURCHASING/CONTRACT ADMINISTRATION
250 HAMILTON AVENUE
PALO ALTO, CA 9430"1
(650) 329-227"1
REQUEST FOR PROPOSAL (RFP) NO. TBD
FOR PROFESSIONAL SERVICES
TITLE: UNIVERSITY AVENUE TRAIN DEPOT CAFE
1. INTRODUCTION
The City of Palo Alto is seeking proposals from qualified firms/persons to provide
professional services for LEASING and OPERATIONS OF a DEPOT CAF~ to be
located at the UNIVERSITY AVENUE TRAIN DEPOT. The required services
and performance conditions are described in the attached Proposal Package,
Exhibit A...
2. ATTACHMENTS
The attachments below are included with this Request for Proposals (RFP) for
your review and submittal (see asterisk)
Exhibit A - Proposer’s Package*
Attachment A-Proposed Use, Improvements and Historic Preservation*
Attachment B -Proposer’s Questionnaire*
Attachment C - Sublease Agreement*
Attachment D. - Certification of Non-discrimination*
Attachment E -Insurance Requirements*
The items identified with an asterisk (*) shall be filled out, signed by the
appropriate representative of the company and returned with submittal..
3. INSTRUCTIONS TO PROPOSERS
3.1 Pre-proposal Conference
A pre-proposal conference will be held Tuesday, TBD ., 2007 at
10:00 a.m. in the Conference Room, 250 Hamilton Avenue,
Palo Alto, CA. All prospective Proposers are strongly encouraged to
attend.
3.2 Examination of Proposal Documents
The submission of a proposal shall be deemed a
certification by the Proposer that they:
representation and
2
3.3
3.4
3.2.1
3.2.2
3.2.3
3.2.4
3.2.5
Have carefully read and fully understand the information that was
provided by the City to serve as the basis for submission of this
proposal.
Have the capability to successfully undertake and complete the
responsibilities and obligations of the proposal being submitted.
Represent that all information contained in the proposal is true and
correct.
Did not, in any way, collude, conspire to agree, directly or indirectly,
with any person, firm, corporation or other Proposer in regard to the
amount, terms or.conditions of this proposal.
Acknowledge that the City has the right to make any inquiry it
deems appropriate to substantiate or supplement information
supplied by Proposer,. and Proposer hereby grants the City
permission to make these inquiries, and to provide any and all
related documentation in a timely manner.
No request for modification of the proposal shall be considered after its
submission on grounds that ProPoser was not fully informed to any fact or
condition.
Addenda/Clarifications
Should discrepancies or omissions be found in this RFP or should there
be a need to clarify this RFP, questions or comments regarding this RFP
must be put in writing and received by the City no later than 1:00 p.m.,
Wednesday, September 12, 2007. Correspondence shall be addressed to
Kathy Bradley, Contract Administrator, City of Palo Alto, 250 Hamilton
Avenue, Palo Alto, CA 94301 or e-mailed to
Kathy.bradley@cityofpaloalto.org. Responses from the City will be
communicated in writing to all recipients of this RFP. Inquiries received
after the date and time stated will not be accepted and will be returned to
senders without response. All addenda shall become a part of this RFP
and shall be acknowledged on the Proposer’s Form.
The City shall not be responsible for nor be bound by any oral instructions,
interpretations or explanations issued by the City or its representatives.
Submission of Proposals
All proposals shall be submitted to:
City of Palo Alto
Purchasing and Contracts Administration
250 Hamilton Avenue, Mail Stop MB
Palo Alto, CA 94301
Proposals must be delivered no later than 3:00 p.m. on Tuesday, October
2, 2007. All proposals received after that time will be returned to the
Proposer unopened.
The Proposer shall submit 7 copies of its proposal in a sealed envelope,
addressed as noted above, bearing the Proposer’s name and address
clearly marked, "RFP NO. FOR PROFESSIONAL
SERVICES: "Depot Caf~ -Opening 10/2/07, 3:00 p.m."
The use of double-sided paper with a minimum 30% post-consumer
recycled content is strongly encouraged.
3.5 Withdrawal of Proposals
A Proposer may withdraw its proposal at any time before the expiration of
the time for submission of proposals as provided in the RFP by delivering
a written request for withdrawal signed by, or on behalf of, the Proposer.
3.6 Rights of the City of Palo Alto
This RFP does not commit the City to enter into a contract, nor does it
obligate the City to pay for any costs incurred in preparation and
submission of proposals or in anticipation of a contract. The City reserves
the right to:
Make the selection based on its sole discretion;
Reject any and all proposals;
Issue subsequent Requests for Proposals;
Postpone opening for its own convenience;
Remedy technical errors in the Request for Proposals process;
Approve or disapprove the use of particular subconsultants;
Negotiate with any, all or none of the Proposers;
Accept other than the lowest offer;
Waive informalities and irregularities in the Proposals and/or
Enter into an agreement with another Proposer in the event the
originally selected Proposer defaults or fails to execute an agreement
with the City.
An agreement shall not be binding or valid with the City unless and until it is
executed by authorized representatives of the City and of the Proposer.
4. Proposed Tentative RFP Timeline
The RFP Timeline is as follows:
RFP Issued
Pre-Proposal Meeting
Deadline for questions, clarifications
Proposals Due By:
Consultant Interviews
Consultant selection and contract preparation
TBD
TBD
Wednesday, September 12, 2007
Tuesday, October 2, 2007:3:00 PM
Week of TBD
Work of TBD
5. Information to be Submitted
These instructions outline the guidelines governing the format and content of the
proposal and the approach to be used in its development and presentation. The
intent of the RFP is to encourage responses that clearly communicate the
Proposer’s understanding of the City’s requirements and its approach to successfully
provide the products and/or services on time and within budget. Only that
information which is essential to an understanding and evaluation of the proposal
should be submitted. Items not specifically and explicitly related to the RFP and
proposal, e.g. brochures, marketing material, etc. will not be considered in the
evaluation.
5.2.
Provide a written description of the proposed project as indicated in
the PROPOSED USE, IMPROVEMENTS AND HISTORIC
PRESERVATION (Attachment A).
Complete and sign the attached PROPOSAL PACKAGE, Exhibit A,
and PROPOSER’S QUESTIONNAIRE (Attachment B), and attach
the Sublease documents (Attachment C).
5,3.Attach a $2,000.00 PROPOSAL DEPOSIT in the form of a cashier’s
check, or certified check made payable to: City of Palo Alto.
Proposals must be delivered no later than 3:00 p.m. on Tuesday,
October 2, 2007. All proposals received after that time will be
returned to the Proposer unopened.
5.4 Proposal Exceptions
Proposer shall discuss any exceptions or requested changes that
Proposer has to the City’s RFP conditions and requirements. If
there are no exceptions noted, it is assumed the Proposer will
accept all conditions and requirements identified in the RFP. Items
not excepted may not be open to later negotiation.
6. Insurance Requirements
The selected Proposer(s), at Proposer’s sole cost and expense and for the full term
of the Sub Lease Agreement or any extension thereof, shall obtain and maintain, at
a minimum, all of the insurance requirements outlined in Attachment E.
All policies, endorsements, certificates and/or binders shall be subject to the
approval of the Risk Manager of the City of Palo Alto as to form and content. These
requirements are subject to amendment or waiver if so approved in writing by the
Risk Manager. The selected Proposer agrees to provide the City with a copy of said
policies, certificates and/or endorsement upon award of contract.
7. Review and Selection Process
Proposal documents shall be reviewed and proposers interviewed by a
committee made up of representatives of Stanford, Santa Clara Valley
Transportation Authority (VTA) and City staffs. Review of proposals shall consider
many factors, including but not limited to the following information which must be
provided in each proposal:
1. The extent to which the proposal satisfies a public need or provides public
benefit.
2. The extent to which the proposal is responsive to the guidelines and
standards for rehabilitation for historic preservation of the property as set out in
the Secretary of the Interior’s Standards for Rehabilitation of Historic Buildings
attached as Exhibit B to the Information Flyer.
3. The consistency of the proposed use with existing City goals and
objectives (set forth in the Comprehensive Plan, Zoning Ordinance, and
Municipal Code.
4. The impact of the proposed use upon the other tenants of the Depot, the
immediate neighborhood, the community generally, and the environment.
5. The history and assessment of the proposer’s ability to carry out the
proposed improvements and operate the facility and s~rvices as proposed;
6.The consideration (monetary and non-monetary) to be provided to the City
and/or the VTA.
7. The degree of public access, i.e., the numbers of people, especially City
residents and taxpayers, that will be served by the proposed use.
8. The fees that will be charged to Palo Alto citizens, if any.
9. A three-year pro-forma financial analysis of the proposed use, setting forth
the project revenues and expenses for that period of time.
10. Evidence of the proposer’s ability to finance or to obtain financing for the
required improvements.
All proposals, together with the evaluation committee’s recommendations for a
successful proposer, will then be forwarded to the City Council for its selection of
the successful proposal. The City Council reserves the right to reject any and all
proposals or to accept that proposal which, in its opinion, will best serve the
public interest.
8. MINIMUM BID FOR MONTHLY RENT
The minimum bid for the fixed monthly rental is $100.00 per month.
9. ORAL INTERVIEWS
Proposers may be required to participate in an oral interview. The oral interview will
be a panel comprised of members of the selection committee.
Each Proposer’s time slot for oral interviews will be determined randomly.
Proposers who are selected shall make every effort to attend. If representatives of
the City experience difficulty on the part of any Proposer in scheduling a time for the
oral interview, it may result in disqualification from further consideration.
10. Public Nature of Proposal Material
Responses to this RFP become the exclusive property of the City of Palo Alto. At
such time as the Administrative Services Department recommends to firm to the City
Manager or to the City Council, as applicable, all proposals received in response to
this RFP becomes a matter of public record and shall be regarded as public records,
with the exception of those elements in each proposal which are defined by the
Proposer as business or trade secrets and plainly marked as "Confidential," "Trade
Secret," or "Proprietary". The City shall not in any way be liable or responsible for
the disclosure of any such proposal or portions thereof, if they are not plainly marked
as "Confidential," "Trade Secret," or "Proprietary" or if disclosure is required under
the Public Records Act. Any proposal which contains language purporting to render
all or significant portions of the proposal "Confidential," "Trade Secret," or
"Proprietary" shall be regarded as non-responsive.
Although the California Public Records Act recognizes that certain confidential trade
secret information may be protected from disclosure, the City of Palo Alto may not
accept or approve that the information that a Proposer submits is a trade secret, If a
request is made for information marked "Confidential," "Trade Secret," or
"Proprietary," the City shall provide the Proposer who submitted the information with
reasonable notice to allow the Proposer to seek protection from disclosure by a court
of competent jurisdiction.
11. Collusion
By submitting a proposal, each Proposer represents and warrants that its proposal is
genuine and not a sham or collusive or made in the interest of or on behalf of any
person not named therein; that the Proposer has not directly induced or solicited any
other person to submit a sham proposal or any other person to refrain from
submitting a proposal; and that the Proposer has not in any manner sought collusion
to secure any improper advantage over any other person submitting a proposal.
12. Disqualification
Factors such as, but not limited to, any of the following may be considered just
cause to disqualify a proposal without further consideration:
12.1
12.2
12.3
12.4
12.5
12.6
Evidence of collusion, directly or indirectly, among Proposers in regard to the
amount, terms or conditions of this proposal;
Any attempt to improperly influence any member of the evaluation team;
Existence of any lawsuit, unresolved contractual claim or dispute between
Proposer and the City;
Evidence of incorrect information submitted as part of the proposal;
Evidence of Proposer’s inability to successfully complete the responsibilities
and obligation of the proposal; and
Proposer’s default under any previous agreement with the City, which results
in termination of the Agreement.
13.Non-Conforminq Proposal
A proposal shall be prepared and submitted in accordance with the provisions of
these RFP instructions and specifications. Any alteration, omission, addition,
variance, or limitation of, from or to a proposal may be sufficient grounds for non-
acceptance of the proposal, at the sole discretion of the City.
14. Gratuities
No person shall offer, give or agree to give any City employee any gratuity, discount
or offer of employment in connection with the award of contract by the city. No city
employee shall solicit, demand, accept or agree to accept from any other person a
gratuity, discount or offer of employment in connection with a city contract.
15. Firms or persons not eliqible to submit a proposal
In order to avoid any conflict of interest or perception of a conflict or interest,
Proposer(s) selected to provide professional services under this RFP will be subject
to the following requirements:
15.1 The Proposer(s) who works on the procurement will be precluded from
submitting proposals or bids as a prime contractor or subcontractor the
ultimate procurement.
15.2 The Proposer(s) may not have interest in any potential Proposer for the
ultimate procurement.
EXHIBIT A
Depot Cafd
PROPOSAL PACKAGE
(With Sublease)
THIS IS A PROPOSAL TO ACQUIRE A SUBLEASE FOR
PROPOSER
Name:
Address:
(Please print)
Phone No. Home ( )Work ( )
The undersigned ("PROPOSER"), hereby submits a proposal to the City of Palo Alto, ("CITY") to
acquire a Sublease more fully described in the Sublease Agreement (ATTACHMENT C) and its
exhibits, in accordance with the terms, covenants, and conditions contained in this PROPOSAL
and in the Sublease Agreement.
A.PROPOSER HEREBY PROPOSES THE FOLLOWING:
1.Monetary Bid Items:
Bid Item #1, Fixed Monthly Rent
PROPOSER agrees to pay to CITY the fixed monthly rent, as set forth in Clause 3 of the
attached Sublease Agreement, (Minimum bid is $100.00 per month. No rent due for the
first six (6) months of Sublease).
b)
(Amount in Words)(Amount in Nmnbers)
Bid Item #2, Additional monetary payments to City, proposed percentage of gross receipts
minus cost ofj anitorial services.
10
(Proposed percentage in words)(Proposed percentage in Numbers)
o Non-Monetary Bid Items (these may be described in Attachment A, PROPOSED USE,
IMPROVEMENTS AND PRESERVATION OF PROPERTY):
go
°
o
TERMS AND CONDITIONS
PROPOSER has carefully read and fully understands this PROPOSAL document and the
Sublease Agreement attached to this PROPOSAL, including its exhibits.
The Sublease Agreement, and its exhibits, is an integral part of this PROPOSAL and must
be attached to this PROPOSAL.
PROPOSER warrants that it has the capability to successfully undertake and complete the
responsibilities and obligations of TENANT contained in the Sublease Agreement and its
exhibits.
A PROPOSER’s Deposit in the sum of Two Thousand Dollars ($2,000.00), in the form of a
Cashier’s or Certified Check made payable to the City Of Palo Alto, must be submitted with
this PROPOSAL and is attached hereto.
The PROPOSER’s Deposit will be held by CITY as a guarantee securing the obligations
PROPOSER agrees to assume in this PROPOSAL. In the event this PROPOSAL is
accepted by CITY and PROPOSER fails to meet the terms hereof, PROPOSER agrees that
said sum represents a fair and reasonable estimate of CITY’s cost in preparing and
soliciting this offering, and PROPOSER further agrees that said sum shall be retained by
CITY as compensation for these costs. Upon execution of the Sublease Agreement, said
sum shall, at PROPOSER’S option, be returned to PROPOSER or shall be credited toward
the Security Deposit required under the Sublease Agreement. PROPOSER’s Deposit will
be returned to each proposer not selected by the City upon City’s execution of a Sublease
Agreement with the successful proposer.
This PROPOSAL may be withdrawn at any time prior to the time set for opening the
proposals but may not be withdrawn after the time set for such opening, i.e., October 2,
2007, 3:00 p.m.
Within ten (10) days after notification of the acceptance of this PROPOSAL by CITY,
PROPOSER will execute copies of the Sublease Agreement in duplicate and deliver to
CITY the executed copies of said agreement, the required Security Deposit and the balance
of the purchase price of the option as set forth in the Sublease Agreement.
PROPOSER has fully completed the Proposed Use, Improvements and Preservation of
Property (Attachment A), and the Proposer’s Questionnaire (Attachment B. Attachment A,
the completed Questiomaaire and the Lease Agreement with its exhibits, including the
11
10.
11.
12.
13.
Sublease (Attachment C are attached to this PROPOSAL together with any appropriate or
requested supplemental material.
PROPOSER represents that all of the information contained in or supplementing said
Questionnaire is true and correct to the best of PROPOSER’s knowledge.
CITY reserves the right to reject any or all PROPOSALS and to accept that PROPOSAL
which will, in its opinion, best serve the public interest.
By submission of this proposal, PROPOSER acknowledges and agrees that the CITY has
the right to make any inquiry or investigation it deems appropriate to substantiate or
supplement information contained in this Questionnaire, and authorizes the release to CITY
of any and all information sought in such inquiry or investigation.
ATTACHMENT A (Proposed Use, Improvements and Preservation of Property),
ATTACHMENT B (Proposer’s Questionnaire), and ATTACHMENT C (Sublease
Agreement) are attached to and by this reference made a part of this PROPOSAL.
PROPOSER acknowledges and agrees that the Sublease Agreement and its exhibits may be
subject to change and further negotiation with the City, based on the proposed use by the
successful PROPOSER for the property.
PROPOSER
(Please sign)
(Corporate seal)
Date
12
ATTACHMENT A
PROPOSED USE, IMPROVEMENTS AND
HISTORIC PRESERVATION OF PROPERTY
Provide a description of your proposed use and improvement of the property. This description
can be of any length and must be included as Attachment A to the proposal. The description must
include all of the following information:
1.How your proposed use will satisfy a public need and benefit the City and/or community.
o The type of food/beverage service you propose, including proposed days and hours of
operation; the days and hours you propose to make the Depot building restrooms
available for use by the public; and how you proposed to provide janitorial service to the
Depot main building.
How your proposed modifications to the property are responsive to the Secretary’s
Standards for Rehabilitation of Historic Buildings, which is attached as Exhibit B to the
Information Flyer.
o A description of the improvements to be performed to the property as required under
Section II (C) (2) of the Information Flyer.
13
ATTACHMENT B
PROPOSER’S QUESTIONNAIRE
All information requested in this questionnaire MUST be fl~mished by the PROPOSER, and
MUST be submitted with the PROPOSAL. Statements must be complete and accurate. Omission,
inaccuracy, or misstatement MAY be cause for rejection of this PROPOSAL.
How did you learn of this PROPOSAL offering?
()1.
()2.
()3.
Received City direct mail flyer
Word of mouth
Read about offering in following newspaper, magazine or newsletter:
I. PROPOSER
Name of PROPOSER exactly as it appears on the PROPOSAL and as it witl appear on any
proposed agreement with the City:
Address of PROPOSER for purposes of notices or other communication relating to the
PROPOSAL:
Telephone Number of PROPOSER:
Email Address of PROPOSER:
14
PROPOSER intends to operate as a Sole Proprietorship ( ); Partnership ( );
Corporation ( ): Joint Venture ( ); or
II. SOLE PROPRIETORSHIP STATEMENT
If a Sole Proprietorship, furnish the fol!owing:
1.Name in full:
2.Address:
3.Birthdate:Place of Birth:
4.California Driver’s Lic. No.
Is proprietor doing business under a fictitious business name? If so, famish evidence that
proprietor is authorized to do business under such fictitious business name (e.g.) notice published
in newspaper of general circulation; no. of filing with a County Clerk).
III. PARTNERSHIP STATEMENT
If a Partnership, famish the following:
Date of Organization?
General Partnership ( )
Limited Partnership ( )
Statement of Partnership recorded? Yes ( )No( )
Date Book Page County
4.Has the partnership done’ business in Santa Clara County?
Yes () No ( ) When?
Name, address, and partnership share of each general partner.
Name Address Share
Furnish the Social Security number and California Driver’s License number of each person
shown above.
V. NON-PROFIT CORPORATION STATEMENT*
If a non-profit corporation, furnish one copy of the following:
Articles of incorporation
Bylaws
A letter from the Internal Revenue Service stating that the organization is tax exempt under
Section 501(c)(3) or 101(b) of the IRS Code. A tax-exempt status under Section 170(b) or
509(a) is also acceptable. The IRS letter must contain the proper name and address of the
organization, or a copy of the change notice which has been forwarded to them.
A letter from the State of California stating that the organization is tax exempt.
State the mission of the organization:
16
o
Please attach an organization chart showing Board of Directors, members, if any,
management and statNng levels.
Please include a membership list of your Board of Directors, their City of residence,
occupations, and dates of service on the Board.
How often does your Board meet?
6. What was the average attendance at Board meetings last year?
VI. JOINT VENTURE STATEMENT
If a Joint Venture, answer the following:
1.Date of Organization
2.Joint Venture Agreement recorded? Yes ( ) No ( )
3.Has the Joint Venture done business in Santa Clara County?
Yes () No () When?
4.Name and address of each Joint Venturer:
Name Address
o Furnish the Social Security number and California Driver’s License number of each person
or principals or officers of any entity shown under Item 4 above:
17
6. A~ach a complete copy of the Joint Venture Agreement and any amendments.
VII. FINANCIAL DATA
A.FINANCIAL STATEMENT
Attach complete audited financial statements, prepared in accordance with
generally accepted accounting principles, reflecting your current financial
condition and that of the previous five years. The report must include a
balance sheet and income statement and must prepared by a licensed auditor.
You must be prepared to substantiate all information shown.
B.SURETY INFORMATION
Have you ever applied for and obtained a bond? If so, provide details of most recent bond.
Have you ever had a bond or surety denied, canceled or forfeited?
Yes ( ) No ( )
If yes, attach a statement naming the bonding company, date, amount of bond, and reason for such
cancellation or forfeiture.
C.BANKRUPTCY INFORMATION
Have you ever filed bankruptcy or been declared bankrupt?
Yes( ) No ( )
If yes, give details, state date(s), com-~ jurisdiction(s), case docket number(s), amount of liabilities,
and amount of assets.
18
D. PROPOSED METHOD
REPMRS/IMPROVEMENTSAJSE/OPEP~a~TION
OF FINANCING
The development and operation to which this proposal relates shall be financed in the following
manner:
E.FELONY INFORMATION
Have you or any principals or officers of the partnership or officers or directors of the corporation,
as applicable, ever been convicted of a felony?
Yes ( ) No ( )
If yes, please state date(s), court location(s) and details of conviction.
VIII. EXPEt~JENCE STATEMENT
Describe in detail the duration and extent of your experience with special emphasis upon
experience directly related to development and/or management of the type of operation proposed
for this project. Also describe, in detail, the pertinent experience of the persons who will be
directly involved in operation and/or management of the operation proposed for this project.
19
IX. REFERENCES
List at least four persons or finns with whom you have conducted business transactions during the
past three years. At least two references named should have knowledge of your ability to finance
the proposed project and your debt payment history. At least two references should have
knowledge of your abilities to operate the proposed facility.
REFERENCE NO. 1
Name:
Finn:
Title:
Address:
Telephone:
Nature and magnitude of purchase, sale, loan, business association, etc.:
Zip
REFERENCE NO. 2
Name:
Firm:
Title:
Address:
Telephone:
Nature and magnitude of purchase, sale, loan, business association, etc.
Zip
20
REFERENCE NO. 3
Name:
Fin~a:
Title:
Address:
Telephone:
Nature and magnitude of purchase, sale, loan, business association, etc.:
Zip
REFERENCE NO. 4
Name:
Firm:
Title:
Address:
Telephone:
Nature and magnitude of purchase, sale, loan, business association, etc.
21
X. METHOD OF OPERATION
Describe your specific plan for development and/or operation of the proposed facility.
22
XI.FINANCIAL INFORMATION
o
ESTIMATED CONSTRUCTION COSTS -
Building Related Direct Construction
Costs:
a.Interior Finishes
b.Fixtures & Other Improvements
Indirect Costs:
a.Architect & Engineering
b.Legal, Appraisal & Accounting:.
c.Construction Loan Costs*:
i. points
ii. interest
d.Other
Total Estimated Construction Costs
*Assumes construction loan of $
.for months construction period.
Sub-Total
Sub-Total
with interest estimated @ %
Source of construction loan payments will be:
B.PRO-FORMA ANALYSIS -
On the attached page provide a three-year pro-forma analysis of income and expenses for the
proposed project.
23
XII. OTHER INFOI~MATION
Please provide any other im~’ormation which you feel will be helpful in evaluating your ability to
successfully develop and/or operate the proposed facility in compliance with the City’s Request for
Proposals.
10.
ATTACHMENT C
Secretary of the Interior’s Standards for Rehabilitation*
A property shall be used for its historic purpose or be placed in a new use that requires
minimal change to the defining characteristics of the building and its site and
environment.
The historic character of the property shall be retained and preserved. The removal of
historic material or alteration of features and spaces that characterize a property shall be
avoided.
Each property shall be recognized as a physical record of its time, place and use. Changes
that create a false sense of historic development, such as adding conjectural features or
architectural elements from other buildings, shall not be undertaken.
Most properties change over time: Those changes that have acquired historic significance
in their own right shall be retained and preserved.
Distinctive features, finishes, and construction techniques or examples of craftmanship
that characterize a historic property shall be preserved.
Deteriorated historic features shall be repaired rather than replaced. Where the severity of
deterioration requires replacement of a distinctive feature, the new feature shall match the
old in design, color, texture, and other visual qualities and, where possible, materials.
Replacement of missing features shall be substantiated by documentary, physical or
pictorial evidence.
Chemical or physical treatments, such as sandblasting, that cause damage to historic
materials shall not be used. The surface cleaning of structures, if appropriate, shall be
undertaken using the gentlest means possible.
Significant archeological resources affected by a project shall be protected and preserved.
if such resources must be disturbed, mitigation measure shall be undertaken.
New additions, exterior alterations, or related new construction shall not destroy historic
materials that characterize the property. The new work shall be differentiated form the
old and shall be compatible with the massing, size, scale, and architectural features to
protect the historic integrity of the property and its environment.
New additions and adjacent or related new construction shall be undertaken in such a
manner that if removed in the fi~ture, the essential form and integrity of the historic
property and its environment would be unimpaired.
*Guidelines for these Standards are available for public review in the Palo Alto Planning
Department.
Attachment D
Certification of Nondiscrimination
As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed
below certify that they do not discriminate in employment of any person because of
race, skin color, gender, age, religion, disability, national origin, ancestry, sexual
orientation, housing status, marital status, familial status, weight or height of such
person; that they are in compliance with all Federal, State and local directives and
executive orders regarding nondiscrimination in employment.
1.If Proposer is INDIVIDUAL, sign here:
Date:
Proposer’s Signature
Proposer’s typed name and title
If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or
each of the Joint Venturers shall sign here:
Partnership or Joint Venture Name (type or print)
Date:
Member of the Partnership or Joint Venture signature
Date:
Member of the Partnership or Joint Venture signature
If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as
follows:
The undersigned certify that they are respectively:
and
Title Title
27
Of the corporation named below; that they are designated to sign the Proposal Cost
Form by resolution (attach a certified copy, with corporate seal, if applicable,
notarized as .to its authenticity or Secretary’s certificate of authorization) for and on
behalf of the below named CORPORATION, and that they are authorized to execute
same for and on behalf of said CORPORATION.
Corporation Name (type or print)
By:.
Title:
By:
Title:
Date:
Date:
28
REQUIRED
YES
YES
YES
YES
YES/NO TB D
YES
Attachment E - Insurance Requirements
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND IvlAINTAIN INSURANCE 1N THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
TYPE OF COVERAGE
WORKER’S COMPENSATION
AUTOMOBILE LIABILITY
COMPREHENSIVE GENERAL
LIABILITY, INCLUDING PERSONAL
INJURY, BROAD FORM PROPERTY
DAlvlAGE BLANKET CONTRACTUAL,
AND FIRE LEGAL LIABILITY
COMPREHENSIVE AUTOMOB ILE
LIABILITY, INCLUDING, OWNED,
HIRED, NON-OWNED
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
REQUIREMENT
STATUTORY
STATUTORY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
BODILY INJURY
EACH PERSON
EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY DAMAGE,
COMBINED
ALL DAMAGES
MINIMUM LIMITS
EACH
OCCURRENCE
$1,000,000
$1,000,000
$l,000,000
$1,000,000
$1,000,000
$1,000,000
$I,000,000
$1,000,000
AGGREGATE
$1,000,000
$I,000,000
$1,000,000
$1,000,000
$i,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: PROPOSER, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY PROPOSER AND ITS
SUBCONSULTANS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS,
AND EMPLOYEES.
II.
INSURANCE COVERAGE MUST INCLUDE:
A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
Bo A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEIvlENT TO INDENINIFY CITY -SEE SECTION TBD, SAIvlPLE
AGREEIvlENT FOR SERVICES.
SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS
SECTION AND IV THROUGH V, BELOW.
A.NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NoT AGENT OR BROKER):
B.NAME, ADDRESS, AND PHONE NUIvlBER OF YOUR INSURANCE AGENT/BROKER:
29
C.POLICY NUMBER(S):
DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S
PRIOR APPROVAL):
III.
IV.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND
PROPOSER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE
REQUIREMENTS SPECIFIED HEREIN.
ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSURES"
A.PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE
ADDITIONAL INSURES.
B.CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS
POLICY.
C.NOTICE OF CANCELLATION
IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL
PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE
EFFECTIVE DATE OF CANCELLATION.
IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A
TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE
REQUIREMENTS:
THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S)
MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION 11, ATTACHMENT A, PROPOSER’S
INFORMATION FORM.
Firm:
Signature:
Name:
(Print or type name)
(Print or type name)
Signature:
Name:
30
NOTICES SHALL BE MAILED TO:
P URCHASING AND
CONTRACT ADMINISTI~4TION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303.
31
COMMERCIAL PROPERTY SUB-LEASE AGREEMENT
BY AND BETWEEN
CITY OF PALO ALTO,
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
AND
INSERT NAME OF SUB- LESSEE
This sub-lease agreement (herein "Lease") is made and entered into this __ day of ,
2007, by and between the City of Palo Alto, California, a chartered California municipal corporation
(herein "City"), the Santa Clara Valley Transportation Authority, a special district ( herein "VTA"),
and INSERTNAME OFLESSEE, a (herein "Lessee"). City, VTA, and Lessee may
be referred to individually as a "Party" or collectively as the "Parties" or the "Parties to this Lease."
The City Manager serves as Contract Administrator for this Lease on behalf of the City Council.
This lease agreement is signed and consented to by Stanford University (STANFORD), owner of the
property.
RECITALS
A. STANFORD) is the owner of, City is the tenant and Santa Clara Valley Transportation
Authority (VTA) is subtenant of the University Avenue Train Depot (Depot) in Palo Alto (the
"Property" or "Depot"). The lease between STANFORD and City is dated June 10, 1915 and the
sublease between City and VTA is dated March 31, 1981. The Depot is generally shown on Exhibit
’°A," attached hereto and incorporated herein by reference.
B. City and VTA desire to provide for: 1) a food and beverage service (Cafe) for the general
public in an approximately 300 square-foot portion of the 5,375 square-foot Depot; 2)janitorial
service for the Depot; and 3) public access to restrooms within the Depot.
C. The Depot is listed on the National Register and the California Register of Historical
Resources, and is also listed on the City’s Historic Building Inventory as Category 1 level of
significance; and the City desires to preserve as much of its historic significance and integrity as
possible.
D. Lessee desires to construct and operate the Cafe in a manner that will retain the historic
integrity of the Depot.
E. Lessee desires to construct, operate and manage the Cafe on the terms and conditions more
particularly set forth in this Sublease.
F. Lessee, City, and VTA agree that the primary purpose of this lease is to provide a food and
beverage service, public access to the restrooms, and janitorial service for the Depot.
Now, therefore, in consideration of these recitals and the following covenants, terms, mad conditions,
Lessee, VTA, and City mutually agree as follows:
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LEASE PROVISIONS
1.PREMISES.
City and VTA hereby sublease to Lessee, and Lessee hires from City and VTA, certain real property
located at 95 University Avenue in the City of Palo Alto, County of Santa Clara, State of California,
commonly known as University Avenue Depot (herein the "Premises") and more particularly shown
in Exhibit A attached hereto and incorporated herein by reference. The Premises consists of
approximately three hundred (300) square feet as shown in the shaded portion of Exhibit A labeled
"Proposed Depot Cafd Area". Unless specifically provided, Lessee accepts the Property "as-is" on
the date of execution of this Lease.
2.TERM.
2.1 Original Term. This lease shall commence on the first day of INSERT DATE
("Delivery Date") and end on the last day of February 2013. Lessee shall, at the expiration of
the term of this lease, or upon its earlier termination, surrender the Property in as good
condition as it is now at the date of this lease. The Parties expect reasonable wear and tear.
The City shall have the right, upon termination or upon a breach, to enter the Property and
take possession of it.
2.2 Early Termination by City. If City in its sole discretion determines that it requires the
Property for any public purpose, City may terminate this Lease upon one hundred and
eighty (180) days written notice.
2.3 Early Termination by Lessee. Lessee may terminate this Lease upon sixty (60) days
written notice.
RENT.
3.1 First 6 Months. In lieu of paying rent for the first 6 months, Lessee shall provide
janitorial service for the depot restrooms and waiting area.
3.2 Base Rent after the first 6 months. Beginning on the first day of the seventh (7th) month
following the commencement date, the rent to be paid by Lessee shall be equal to (bid item,
minimum of $100). Rent shall be paid in lawful money of the United States of America,
without deduction or offset.
3.3 Definition of"Gross Receipts" The term "gross receipts" upon which percentage rents
are to be based shall include, but not be limited to the sale price of all goods, wares,
merchandise, and products sold on or from the Premises by Lessee, whether for cash or
credit.
3.4 Percentage Rent after first 6 months. On the twentieth day of each month beginning on
the 7th month after the commencement of the Lease, Lessee shall pay percentage rent, less the
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base rent, to City equal to (bid item) % of the Gross receipts, as defined in 3.3, from
business operations conducted on or from the premises, and shall render to City a correct
statement of all applicable gross receipts for the preceding calendar month. The statement
shall be signed by Lessee or its responsible agent under penalty of perjury.
3.5 Records. Lessee shall, at all times during the term of this Lease, keep or cause to be kept
true and complete books, records, and accounts of all financial transactions conducted in the
operation of all business activities, of whatever nature, conducted pursuant to the rights
granted herein. The records, books and accounts shall be kept or made available to City at a
location within Santa Clara or San Mateo County. The records must be supported by source
documents such as sales slips, cash register tapes, purchase invoices, or other pertinent
documents. All retail sales and charges shall be recorded by means of cash registers or other
.comparable devices which shall be recorded by means of cash registers or other comparable
devices which display to customer the amount of the transaction and automatically issue a
receipt. The registers shall be equipped with devices that lock in sales totals and other
transaction records, or with counters which are not re-settable and which record transaction
umbers and sales details. Totals registered shall be read and recorded at the beginning and
end of each day.
3.6 Financial Statements and Audit by City Within ninety (90) days after the end of each
accounting year, Lessee shall, at its own expense, submit to City a balance sheet and income
statement reflecting business transacted on or from the Premises during the preceding
accounting year. Lessee must attest that the balance and income statement submitted are an
accurate representation of Lessee’s records as reported to the United States of America for
income tax purposes.
3.6.1 All of Lessee’s books of account and records and supporting source documents
shall be made available to City’s representative at any and all reasonable time during
the term of this Lease and within one (1) year after expiration or termination of this
Lease, for the purpose of determining the accuracy of the monthly statements of sales
and monies received, and rent due and paid to City.
3.6.2 Upon the request of City, Lessee shall promptly provide, at Lessee’s expense,
necessary data to enable City to fully comply with any and all requirements of the
State of California or the United States of America for information or reports relating
to this Lease and to Lessee’s use of the Premises. Such data shall include, if
required, a detailed breakdown of Lessee’s use of the property and/or a detailed
breakdown of Lessee’s receipts and expenses.
3.7 Late Charge~ Lessee acknowledges late payment by Lessee to City of rent will cause
City to incur costs not contemplated by this Lease, the exact amount of such costs being
extremely difficult and impracticable to fix. Such costs include, without limitation,
processing, accounting and late charges that may be imposed on City. Therefore, if City does
not receive any installment of rent due from Lessee within ten (10) days after the date such
rent is due, Lessee shall pay to City an additional sum of ten percent (10%) of the overdue
rent as a late charge. The parties agree this late charge represents a fair and reasonable
estimate of the costs City will incur by reason of late payment by Lessee. Acceptance of any
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late charge shall not constitute a waiver of Lessee’s default with respect to the overdue
amount, nor prevent City from exercising any of the other rights and remedies available to
City.
3.8 Rent Payment Procedures. Rent includes all amounts payable by Lessee to City under
this Lease, including but not limited to monthly rent, percentage rent, prepaid rent, security
deposit, taxes and assessments, operating costs, insurance, utilities, and other charges payable
by Lessee (even if payable directly to someone other than City). Lessee’s obligation to pay
rent shall commence upon the commencement of this Lease. If the term commences or
terminates on a date other than the first of any month, monthly rent for the first and last
month of this Lease shall be prorated based on a 30-day month. Rent (other than percentage
rent, if applicable) payments shall be delivered to City’s 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 Lessee specifically
agrees that acceptance of any late or incorrect rentals submitted by Lessee shall not constitute
an acquiescence or waiver by City and shall not prevent City from enforcing Section
(CHARGE FOR LATE PAYMENT) or any other remedy provided in this Lease. Acceptance
of rent shall not constitute approval of any unauthorized sublease or use, nor constitute a
waiver of any non-monetary breach.
4.SECURITY DEPOSIT.
4.1 Security Deposit. Lessee has tendered to City an amount of two thousand dollars
($2,000.00) as a security deposit. City may use these funds as are reasonably necessary to
remedy any Lessee default(s) in the payment of rent, to repair damages caused by Lessee, or
expenses incurred to clean the Property upon termination of tenancy. If any portion of the
security deposit is used towards rent or damages at City’s sole discretion, Lessee agrees to
reinstate said total security deposit upon rec, eipt often (10) days written notice. The balance
of security deposit, if any, shall be mailed to Lessee’s last known address within forty-five
(45) days of surrender of Property.
5.USE OF PROPERTY.
5.1 Required Uses. Throughout the term of this Lease Lessee shall provide the following
uses, services and activities ("Required Uses"):
5.1.1 Caf6 service consisting of beverage and food service (specifics to be
determined based on Lessee’s proposal) provided on the premises.
5.1.2 Public access to Depot restrooms to be provided during operating hours of
car6 service. Access to be provided by unlocking restroom doors upon opening the
cafd and locking the doors upon closing.
5.1.3. Janitorial service for the Depot main room and restrooms as outlined in
Exhibit B.
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5.2 Permitted Uses. Lessee shall use the Premises for those required uses described in
section 5.1 and for no other use without City’s prior written consent, which consent may be
withheld in the sole and absolute discretion of the City Council; provided, however, that the
City’s written consent may be given by the City Manager (in the sole and absolute discretion
of the City Manager) in lieu of the City Council for uses ancillary to the foregoing specified.
Lessee shall not use the PREMISES for any other purpose nor to engage in, or permit, any
other business activity within or from the PREMISES. Further, Lessee agrees not to use or
permit use of the Premises for any unlawful purpose, and not to commit or permit any waste
or nuisance in or about the Property. Lessee will not use Premises in a manner that increases
the risk of fire, cost of fire insurance or improvements thereon. No unreasonable sign or
placard shall be painted, inscribed or placed in or on said Property; and waste committed of
said Property. No bicycles, motorcycles, automobiles or other mechanical means of
transportation shall be placed or stored anywhere on the Property. Lessee, at his/her
expense, shall keep the Premises in as good condition as it was at the beginning of the terms
hereof, except damage occasioned by ordinary wear and tear, and except damage to the roof,
sidewalks and underground plumbing, which is not the fault of Lessee.
5.3 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted
hereunder. Lessee shall not (i) create, cause, maintain or permit any nuisance or waste in, on
or about the Premises or permit or allow the Premises to be used for any unlawful or immoral
purpose, and (ii) do or permit to be done anything in any manner which um’easonably
disturbs the users of the City, VTA or STANFORD Property or the occupants of
neighboring property. Specifically, and without limiting the above, Lessee agrees not to
cause any unreasonable odors, noise, vibration, power emissions or other item to emanate
from the Premises. No materials or articles of any nature shall be stored outside upon any
portion of the Premises.
5.4 Condition, Use of Premises. City, VTA or STANFORD makes no. warranty or
representation of any kind concerning the condition of the Premises, or the fitness of the
Premises for the use intended by Lessee, and hereby disclaims any personal knowledge with
respect thereto, it being expressly understood by the parties that Lessee has personally
inspected the Premises, knows its condition, finds it fit for Lessee’s intended use, accepts it
as is and has ascertained that it can be used for the limited purposes specified in Section 6.1.
6. DUTIES OF LESSEE.
6.1 Lessee shall not use the image of the Property, the name of City, VTA, STANFORD or
any other identifying sign or symbol associated with the Property or City to undertake any
action or representation other than those specifically assigned to Lessee as a duty under this
Lease.
6.2 Lessee shall protect and maintain the Property. Lessee shall assume the responsibility
for the guarding and safekeeping of all of the donated and loaned property located at the
Property.
6.3 Lessee shall not make any interior renovation or remodeling or make any major changes
to the Property or remove any objects, which are not the property of Lessee without the prior
written consent of the City Manager or her designee.
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7. OPERATING REQUIREMENTS.
7.1 Hours, Schedule, Operations. Lessee shall continuously use the PREMISES for the uses
specified in this Lease. Lessee shall use only such space within the PREMISES for office,
clerical or other non-sales or services uses as is reasonably required for Lessee’s required or
approved uses of the PREMISES.
Lessee shall at all times maintain a written schedule setting forth the operating hours A
schedule of prices charged for all goods and/or services related to the required and permitted
uses of this Lease shall also be maintained and individual merchandise must be clearly
priced. Lessee agrees that when alternate forms of packaging are available, only items
packaged in the manner most compatible with the goals of reducing litter and preserving the
environment shall be sold.
Upon written request, Lessee shall furnish the City Manager a copy of the schedules and
procedures.
Primary consideration shall be given to the public’s benefit in implementing this Section. All
prices charged for goods and/or services supplied to the public on or from the PREMISES
shall be fair and reasonable, based upon the following considerations:
No The degree of public service involved in the sale of the goods and/or services;
The market prices charged by other competing and/or comparable businesses; and
The reasonableness of the profit margin as related industry-wide.
Lessee’s failure comply with the provisions of this Section shall constitute a material breach
of this Lease.
Lessee agrees that it will operate and manage the services and facilities offered in a
competent and efficient manner at least comparable to other well-managed operations of a
similar type.
7.2 Personnel. Lessee shall at all times retain active, qualified, competent, and experienced
personnel to supervise Lessee’s operation and to represent and act for Lessee. Lessee shall
require its attendants and employees to be properly dressed, clean, courteous, efficient, and
neat in appearance at all times. Lessee shall not allow any person(s) in or about the
PREMISES who shall use offensive language and/or act in a boisterous or otherwise
improper manner. Lessee shall maintain a close check over attendants and employees to
insure the maintenance of a high standard of service to the public.
If the City Manager, on behalf of CITY, determines that the quality of service rendered by
Lessee, including, without limitation, a determination that the standard of service provided
by any employee of Lessee, is not satisfactory under the provisions of this Lease, Lessee shall
immediately remedy any and all such deficiencies after receipt of notice from the City
Manager.
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8. HAZARDOUS MATERIALS.
8.1. Compliance with Laws. Lessee shall not cause or permit any Hazardous Material (as
defined below) to be brought upon, kept or used in or about the Premises or Project by
Lessee, its agents, employees, contractors or invitees.
8.2 Termination of Lease. City shall have the right to terminate the Lease in City’s sole and
absolute discretion in the event that (i) any anticipated use of the Premises by Lessee
involves the generation or storage, use, treatment, disposal or release of Hazardous Material
in a manner or for a purpose prohibited or regulated by any governmental agency, authority
or Hazardous Materials Laws; (ii) Lessee has been required by any lender or governmental
authority to take remedial action in connection with Hazardous Material contaminating the
Premises, if the contamination resulted from Lessee’s action or use of the Premises; or
(iii) Lessee is subject to an enforcement order issued by any governmental authority in
connection with the release, use, disposal or storage of a Hazardous Material on the
Premises.
8.3 Hazardous Materials Defined. The term ot Hazardous Material(s) shall mean any toxic
or hazardous substance, material or waste or any pollutant or contaminant or infectious or
radioactive material, including but not limited to, those substances, materials or wastes
regulated now or in the future under any of the following statutes or regulations and any and
all of those substances included within the definitions of a hazardous substances,
A hazardous waste, a hazardous chemical substance or mixture, imminently hazardous
chemical substance or mixture, "toxic substances," a hazardous air pollutant, a toxic
pollutant or Asolid waste in the (a) a CERCLA or a Superfund as amended by SARA, 42
U.S.C. Sec. 9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec.
1251 et seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f)
The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) O SHA, 29 U.S.C. 651 et seq. (h) Hazardous
Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part
302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California
Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal. Hazardous Waste Control
Act, Cal. Health & Safety Code Section 25100 et seq., (1) Porter-Cologne Act, Cal. Water
Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health &
Safety Code Sec. 25220 et seq., (n) AProposition 65,~ Cal. Health and Safety Code Sec.
25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health &
Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health &
Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec.
39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal. Health &
Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq.,
and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as
similar terms are defined in the federal, state and local laws, statutes, regulations, orders or
rules. Hazardous Materials shall also mean any and all other substances, materials and
wastes which are, or in the future become regulated under applicable local, state or federal
law for the protection of health or the environment, or which are classified as hazardous or
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toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or
regulated by any federal, state or local law, regulation or order or by common law decision,
including, without limitation, (i) trichloroethylene, tetracholoethylene, perchloroethylene and
other chlorinated solvents, (ii) any petroleum products or fractions thereof, (iii) asbestos,
(iv) polychlorinated biphenyls, (v) flammable explosives, (vi) urea formaldehyde, and (vii)
radioactive materials and waste.
8.5 City’s Right to Perform Tests. At any time prior to the expiration of the Lease Term,
City shall have the right to enter upon the Premises in order to conduct tests and to deliver to
Lessee the results of such tests to demonstrate that levels of any Hazardous Materials in
excess of permissible levels has occurred as a result of Lesses’s use of the Premises. Lessee
shall be solely responsible for and shall indemnify, protect, defend and hold City harmless
from and against all claims, costs and liabilities including actual attorneys fees and costs
arising out of or in connection with any removal, remediation, clean up, restoration and
materials required hereunder to return the Premises and any other property of whatever
nature to their condition existing prior to the appearance of the Hazardous Materials. The
testing shall be at Lesses’s expense if City has a reasonable basis for suspecting and confirms
the presence of Hazardous Materials in on, or about the Premises; which has been caused by
or resulted from the activities of Lessee, its agents, employees or contractors.
8.6 Hazardous Materials Indemnity. Lessee shall indemnify, defend (by counsel reasonably
acceptable to City), protect and hold Landlord harmless from and against any and all claims,
liabilities, penalties, forfeitures, losses and/or expenses, including, without limitation,
diminution in value of the Premises or Project, damages for the loss or restriction on use of
the rentable or usable space or of any amenity of the Premises or Project, damages arising
from any adverse impact or marketing of the Premises or Proj ect and sums paid in settlement
of claims, response costs, cleanup costs, site assessment costs, attorneys fees, consultant and
expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to
any person or damage to any property whatsoever (including, without limitation,
groundwater, sewer systems and atmosphere), arising from, or caused or resulting, either
prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence
or discharge in, on, under or about the Premises or Project by Lessee, Lessee’s agents,
employees, licensees or invitees or at Lessee’s direction, of Hazardous Material, or by
Lessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by
strict liability. Lessee’s indemnification obligations shall include, without limitation, and
whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous
Materials management plan, investigation, repairs, cleanup or detoxification or
decontamination of the Premises or Project, and the presence and implementation of any
closure, remedial action or other required plans, and shall survive the expiration of or early
termination of the Lease Term. For purposes of the indemnity provided herein, any acts or
omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors or
subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful)
shall be strictly attributable to Lessee.
UTILITIES AND OPERATING EXPENSES.
9.1 Lessee shall fully and promptly pay for all expenses associated with the operation of the
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Property, including but not limited to the furnishing of gas, water, sewer, electricity,
telephone service, garbage pickup and disposal, landscaping installation and maintenance and
other public utilities. The Lessee will be responsible for all computer hardware/software
acquisition, installation, maintenance and removal.
9.2 Pro Rata of Utility Expenses. 95 University Avenue is a master metered building. The
Lessee will occupy approximately (0.075 %) of the rentable space. Over the past year, utility
expenses have averaged ($1,066 ) per month for the building. The Lessee share of monthly
utilities to be paid to the City at the time of monthly rent payment is eighty ($ 80) dollars per
month. Check golf restaurant to see how this can be adjusted annually.
10.TAXES.
10.1 Personal Property. Lessee shall pay prior to delinquency all taxes, license fees and
public charges assessed or levied against Lessee or Lessee’s estate in this Lease or Lessee’s
Improvements, trade fixtures, furnishings, equipment and other personal property.
10.2 Pro Rata of taxes 95 University Avenue is part of a larger tax parcel. The Lessee will
occupy approximately (% ) of the larger tax parcel. Last years taxes for the larger tax
parcel amount to Lessee share of the taxes is to be paid twice per year when
billed by the city. Find out how we can adjust this annually.
10.3 Definition. The term "real property taxes" as used herein shall mean:
10.3~1 All taxes, assessments, levies and other charges, general and special, foreseen
and unforeseen, now or hereafter imposed by any governmental or quasi-
governmental authority or special district having the direct or indirect power to tax or
levy assessments, which are levied or assessed against or with respect to (i) value,
occupancy, use or possession of the Premises and/or the Improvements, (ii) any
improvements, fixtures, equipment and other real or personal property of Lessee that
are an integral part of the Premises, (iii) use of the Premises, Improvements public
utilities or energy within the Premises;
10.3.2 All charges, levies or fees imposed by reason of environmental regulation or
other governmental control of the premises and/or the Improvements;
10.3.3 New excise, transaction, sales, privilege or other taxes now or hereafter
imposed upon City as a result of this Lease; and,
10.3.4 All costs and fees (including attorneys fees) incurred by City in contesting any
real property taxes and in negotiating with punic authorities as to any real property
taxes affecting the Premises.
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10.4 Real Property Taxes. If at any time during the Term, the taxation or assessment of the
Premises and/or the Improvements prevailing as of the commencement of this Lease shall be
altered, then any such tax or charge, however designated, shall be included within the
meaning of the term Areal property taxes." If any real property taxes are based upon property
or rents unrelated to the Premises and/or the Improvements, then only that part of such tax
that is fairly allocable to the Premises and/or the Improvements, as determined by City, on
the basis of the assessor’s worksheets or other available information, shall be included within
the meaning of the term Areal property taxes."
10.6 Personal Property Taxes. Lessee shall pay before delinquent orl if requested by City,
reimburse City for any and all taxes, fees, and assessments associated with the Property, the
personal property contained in the premises and other taxes, fees, and assessments regarding
any activities which take place at the Property. Lessee recognizes and understands in
accepting this Lease that its interest therein may be subject to a possible possessory interest
tax that City or County may impose on such interest and that such tax payment shall not
reduce any rent due City hereunder and any such tax shall be the liability of and be paid by
Lessee.
1 1. MAINTENANCE.
11.1 City, VTA, and Lessee Responsibilities. VTA is responsible for the maintenance and repair of
the Depot as provided in its sublease with CITY, including the main support systems not
exclusively serving the PREMISES, including roof repair, electrical and plumbing system repair,
exterior painting, window cleaning and replacement and structural repairs. During the term of this
lease, Lessee shall be responsible for maintaining the PREMISES and for providing janitorial service
to the Depot main room and restrooms as outlined in exhibit B. Lessee at Lessee’s expense, shall
keep the PREMISES and all improvements thereto in first-class order, repair and condition, and shall
keep the PREMISES in a safe, clean, wholesome, and sanitary condition to the complete satisfaction
of CITY, and in compliance with all applicable laws, throughout the term of this LEASE~ In
addition, Lessee shall maintain, at Lessee’s expense, all equipment, furnishings and trade fixtures
upon the PREMISES required for the maintenance and operation of a first-class business of the type
to be conducted pursuant to this LEASE.
Lessee expressly waives the benefit of any statute now or hereinafter in effect, including the
provisions of Sections 1941 and 1942 of the Civil Code of California, which would otherwise afford
Lessee the right to make repairs at VTA’s expense or to terminate this Lease because of VTA’s
failure to keep Premises in good order, condition and repair. Lessee further agrees that if and when
any repairs, alterations, additions or betterments shall be made by Lessee as required by this
paragraph, Lessee shall promptly pay for all labor done or materials furnished and shall keep the
PREMISES free and clear of any lien or encumbrance of any kind whatsoever. If Lessee fails to
make any repairs or perform any maintenance work for which Lessee is responsible within a
reasonable time (as determined by the City Manager in the City Manager’s sole discretion) after
demand by the VTA or CITY, VTA or CITY shall have the right, but not the obligation, to make
the repairs at Lessee’s expense; within ten (10) days of receipt of a bill, Lessee shall reimburse VTA
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or CITY for the cost of such repairs, including a fifteen percent (15%) administrative overhead fee.
The making of such repairs or performance of maintenance by VTA or CITY shall in no event be
construed as a waiver of the duty of Lessee to make repairs or perform maintenance as provided in
this Section.
11.2 Maintenance of Common Areas. VTA shall maintain or cause to be maintained, including
repair and replacement as necessary, all of the common areas serving the PREMISES including the
landscaping around the depot.
12 CONSTRUCTION BY LESSEE.
12.1 Minimum Construction & Permits. Lessee shall in an efficient and worlonaanlike manner, and
in accordance with the Secretary of Interior’s Standards for Historic Rehabilitation attached as C,
cause to be designed, constructed, and installed within the PREMISES, at no cost to VTA or CITY,
appropriate improvements to adequately accommodate the services and uses required and permitted
by this Lease. Lessee shall prepare the plans and specifications for approval by the City’s Building
Division and Planning & Community Development Divisions as required by the Palo Alto Municipal
Code
12.2 Construction Standards. All design and construction performed by or on behalf of Lessee shall
conform to the approved plans, specifications, construction and architectural standards contained in
Exhibit D. Once the work is begun, Lessee shall with reasonable diligence prosecute all
construction to completion. All work shall be performed in a good and workmanlike manner, shall
substantially comply with any plans and specifications approved by City and shall comply with all
applicable governmental permits (including a permit from the Santa Clara County Health
Department), laws, ordinances and regulations, and shall meet all other requirements contained in
this Lease.
12.3 Cost of Improvements. Lessee shall pay all costs for construction done or caused to be done by
Lessee on the Premises as permitted or required by this Lease. Lessee shall keep the Premises free
and clear of all claims and liens resulting from construction done by or for Lessee. Promptly after
completion of construction, Lessee shall provide to the City Manager a statement of the reasonable
and actual costs of construction for the initial improvements, which statement shall be certified as to
accuracy and signed by Lessee under penalty of perjury.
12.4 Ownership of Improvements. All improvements constructed, erected or installed upon the
PREMISES must be free and clear of all liens, claims, or liability for labor or material and shall
become the property of City, at its election, upon expiration or earlier termination of this lease and,
upon City’s election, shall remain upon the PREMISES upon termination of this Lease. Title to all
equipment, furniture, furnishings and trade fixtures placed by Lessee upon the PREMISES shall
remain in Lessee, and replacements, substitutions and modifications thereof may be made by Lessee
throughout the term of this Lease. Lessee may remove such fixtures and furnishings upon
termination of this Lease if Lessee is not then in default under this Lease, provided that Lessee shall
repair to the satisfaction of City any damage to the PREMISES and improvements caused by such
removal and provided that usual and customary lighting, plumbing and heating fixtures shall remain
upon the PREMISES upon termination of this Lease.
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12.5 Indemnity for Claims Arising Out of Construction. Lessee shall defend and indemnify City,
VTA, and STANFORD against all claims, liabilities and losses of any type arising out of work
performed on the Premises by Lessee, together with reasonable attorneys’ fees and all costs and
expenses reasonably incurred by City, VTA or STANFORD in negotiating, settling, defending or
otherwise protecting against such claims.
12.6 Assurance of Completion. Prior to commencement of any construction or alteration expected
to cost more than $10,000, Lessee shall furnish the City Manager evidence that assures City that
sufficient monies will be available to complete the proposed work. The amount of such assurance
shall be at least the total estimated construction cost. Evidence of such assurance shall take one of
the forms set out below and shall guarantee Lessee’s full and faithful performance of all of the terms,
covenants, and conditions of this Lease:
Co
Completion Bond;
Performance, labor and material bonds, supplied by Lessee’s contractor
contractors, provided the bonds are issued jointly to Lessee and City;
Irrevocable letter of credit from a financial institution; or
Any combination of the above.
or
All bonds and letters of credit must be issued by a company qualified to do business in the
State of California and be acceptable to the City Manager. All bonds and letters of credit shall
be in a form acceptable to the City Manager, and shall insure faithful and full observance and
performance by Lessee of all of the terms, conditions, covenants, and agreements relating to
the construction of improvements or alterations in accordance with this Lease.
12.7 Certificate of Inspection. Upon completion of any construction of, Lessee shall submit to the
City 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.
12.8 As Built Plans. Upon completion of any (i) new construction, (ii) structural alterations or (iii)
non-structural alterations, Lessee shall provide the City Manager with a complete set of reproducible
"as built plans" reflecting actual construction within or upon the PREMISES.
13. ALTERATIONS BY LESSEE
Lessee shall not make any alterations or improvements to the PREMISES without obtaining the prior
written consent of the City Manager. Lessee may, at any time and at its sole expense, install and
place business fixtures and equipment within the Premises, provided such fixtures and installation
are historically compatible with the property and have been reviewed and approved in writing by the
City Manager.
14. HOLD HARMLESS/INDEMNIFICATION.
14.1 Indemnification. To the extent permitted by law, Lessee agrees to protect, defend, hold
harmless and indemnify City, VTA and STANFORD , their boards and Councils,
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commissions, officers, agents, volunteers, and employees from and against any claim, injury,
liability, loss, cost, and/or expense or damage, however same may be caused, including all
costs and reasonable attorney’s fees in providing a defense to any claim arising there from for
which City shall become legally liable arising from Lessee’s negligent, reckless, or wrongful
acts, errors, or omissions with respect to or in any way connected with this Lease. Lessee
shall give City immediate notice of any claim or liability hereby indemnified against¯
14.2 Waiver of Claims. Lessee waives any claims against City, VTA and STANFORD for
injury to Lessee’s business or any loss of income there from, for damage to Lessee’s
property, or for injury or death of any person in or about the Premises or the City Property,
from any cause whatsoever, except to the extent caused by City’s. VTA’s or STANFORD’s
active negligence or willful misconduct.
¯ 15 DAMAGE~ DESTRUCTION AND TERMINATION.
15.1 Non-termination and Non-abatement. Except as provided herein, no destruction or
damage to the Premises by fire, windstorm or other casualty, whether insured or uninsured,
shall entitle Lessee to terminate this Lease.
15.2 Force Majeure. Prevention, delay or stoppage due to strikes, lockouts, labor disputes,
Acts of God, inability to obtain labor, materials or reasonable substitutes, governmental
restrictions, governmental regulation, governmental controls, judicial orders, enemy, or
hostile governmental actions, civil commotion, fire or other casualty, and other causes
beyond the reasonable control of Lessee (financial inability excepted), shall excuse the
performance by Lessee for a period equal to the prevention, delay or stoppage, except the
obligations imposed with regard to rent to be paid by Lessee pursuant to this Lease. In the
event any work performed by Lessee or Lessee’s contractor’s results in a strike, lockout,
and/or labor dispute, the strike, lockout, and/or labor dispute shall not excuse the
performance by Lessee of the provisions of this Lease.
15.3 Waiver. City, VTA and Lessee waive the provisions of any statutes which relate to
termination of leases when leased property is destroyed and agree that such event shall be
governed by the terms of this Lease.
15.4 Restoration by Lessee¯
15.4.1 Destruction Due to Risk Covered by.Insurance¯ If, during the term, the
Premises are totally or partially destroyed from a risk covered by the insurance
described in Section 22 (INSURANCE), rendering the Premises totally or
partially inaccessible or unusable, Lessee shall restore the Premises to
substantially the same condition as they were in immediately before destruction,
whether or not the insurance proceeds are sufficient to cover the actual cost of
restoration. Such destruction shall not terminate this Lease. If the laws existing at
that time do not permit the restoration, either party can terminate this Lease
immediately by giving notice to the other party.
15.4.2 Destruction due to Risk Not Covered by Insurance. If, during the term,
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the Premises are totally or partially destroyed from a risk covered by the insurance
described in Section 22 (INSURANCE), rendering the Premises totally or
partially inaccessible or unusable, Lessee shall restore the Premises to
substantially the same condition as they were in immediately before destruction,
whether or not the insurance proceeds are sufficient to cover the actual cost of
restoration. Such destruction shall not terminate this Lease. If the laws existing at
that time do not permit the restoration, either party can terminate this Lease
immediately by giving notice to the other party.
15.4.3 If the cost of restoration exceeds 60 % of the then replacement value of the
Premises destroyed, Lessee can elect to terminate this Lease by giving notice to
City within sixty (60) days after determining the Restoration cost and replacement
value. If Lessee elects to terminate this Lease, City, within thirty (30) days after
receiving Lessee’s notice to terminate, can elect to pay to Lessee, at the time City
notifies Lessee of its election, the difference between 60 % of the replacement
value of the Premises and the actual cost of restoration, in which case Lessee shall
restore the Premises If Lessee elects to terminate this Lease and City does not
elect to contribute toward the cost of restoration as provided in this section, this
Lease shall terminate,
15.4.4 Restoration of Premises.
(a) Minor Loss. If, during the term of this Lease, the Premises are
destroyed from a risk covered by the insurance described in Section 22
(INSURANCE), and the total amount of loss does not exceed $ 20,000,
Lessee shall make the loss adjustment with the insurance company
insuring the loss. The proceeds shall be paid directly to Lessee for the sole
purpose of making the restoration of the Premises in accordance with this
Lease.
(b) Maior Loss-. If, during the term of this Lease, the Premises are
destroyed from a risk covered by the insurance described in Section 22
(INSURANCE), and the total amount of loss exceeds the amount set forth
in paragraph (a), Lessee shall make the loss adjustment with the insurance
company insuring the loss and on receipt of the proceeds shall
immediately pay them to VTA.
15.4.5 Procedure for Restoring Premises. Within sixty (60) days after the
date that Lessee is obligated to restore the Premises, Lessee at its cost shall
prepare final plans and specifications and working drawings complying with
applicable Laws that will be necessary for Restoration of the Premises. The
plans and specifications and working drawings must be approved by City.
City shall have thirty (90) days after receipt of the plans and specifications
and working drawings to either approve or disapprove the plans and
specifications and working drawings and return them to Lessee. If City
disapproves the plans and specifications and working drawings, City shall
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notify Lessee of its objections and City’s proposed solution to each objection.
Lessee acknowledges that the plans and specifications and working drawings
shall be subject to approval of the appropriate governmental bodies and that
they will be prepared in such a manner as to obtain that approval.
The restoration shall be accomplished as follows:
(a) Lessee shall retain a licensed contractor that is bondable. The
contractor shall be required to carry public liability and property damage
insurance, standard fire and extended coverage insurance, with vandalism
and malicious mischief endorsements, during the period of construction in
accordance with Section 22 (INSURANCE). Such insurance shall contain
waiver of subrogation clauses in favor of City and Lessee in accordance
with the Provisions of Exhibit E.
(b) Lessee shall notify City of the date of commencement of the restoration
at least ten (1 O) days before commencement of the restoration to enable
City to post and record notices of non-responsibility. The contractor
retained by Lessee shall not commence construction until a completion
bond and a labor and materials bond have been delivered to City to insure
completion of the construction.
(d) Lessee shall accomplish the restoration in a manner that will cause the
least inconvenience, annoyance, and disruption at the Property.
(e) On completion of the restoration Lessee shall immediately record a
notice of completion in the county in which the Premises are located.
16 SIGNS.
Lessee shall not place, construct, maintain, or allow any signs upon the Premises without prior
written consent of City.
17 ASSIGNMENT AND SUBLETTING.
17.1 City’s Consent Required. Lessee shall not assign this lease, nor any interest therein, and
shall not sublet or encumber the Property or any part thereof, nor any right or privilege
appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Property, or
any portion thereof, without the prior written consent of City. This Lease shall be binding
upon any permitted assignee or successor of Lessee. Consent by City to one assignment,
subletting, occupation or use by another person shall not be deemed to be consent to any
subsequent assignment, subletting, occupation or use by another person. No assignment,
subletting, or encumbrance by Lessee shall release it from or in any way alter any of Lessee’s
obligations under this Lease. Lessee may have the Property delivered to a subsidiary
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18
company of Lessee, but such arrangement shall in no way alter Lessee’s responsibilities
hereunder with respect to the Property. Any assignment, subletting, encumbrances,
occupation or use contrary to the provisions of this Lease shall be void and shall constitute
breach of this Lease. City may assign any of its rights hereunder without notice to Lessee.
17.2 No Release of Lessee. No subletting or assignment as approved by City shall release
Lessee of Lessee’s obligation or alter the primary liability of Lessee to pay the rent and to
perform all other obligations by Lessee hereunder. The acceptance of rent by City from any
other person shall not be deemed to be a waiver by City of any provision hereof. In the event
of default by any assignee of Lessee or any successor of Lessee in the performance of any of
the terms hereof, City may proceed directly against Lessee without the necessity of
exhausting remedies against said assignee.
DEFAULTS; REMEDIES.
18.1 Defaults. The occurrence of any one or more of the following events shall constitute a
material default or breach of this Lease by Lessee:
18.1.1 Abandonment of the Premises by Lessee as defined by California Civil Code
§1951.3;
18.1.2 Failure by Lessee to make any payment of rent or any other payment required
to be made by Lessee hereunder, as provided in this Lease, where such failure shall
continue for a period often (10) business days after written notice thereof from City
to Lessee. In the event City serves Lessee with a Notice to Pay Rent or Quit pursuant
to applicable Unlawful Detainer statutes, such Notice to Pay R~nt or Quit shall also
constitute the notice required by this subparagraph;
18.1.3 Failure by Lessee to observe or perform any of the covenants, conditions or
provisions of this Lease in any material respect to be observed or performed by
Lessee where such failure shall continue for a period of thirty (30) days after written
notice thereof from City to Lessee; provided, however, that if the nature of Lessee’s
default is such that more than thirty (30) days are reasonably required for its cure,
then Lessee shall not be deemed to be in default if Lessee commenced such cure
within said thirty (30) day period and thereafter diligently prosecutes such cure to
completion;
18.1.4 Making by Lessee of any general arrangement or assignment for the benefit of
creditors; Lessee’s becoming a "debtor" as defined in 11 U.S.C. §101 or any
successor statute thereto (unless, in the case of a petition filed against Lessee, the
same is dismissed within sixty (60) days); the appointment of a bankruptcy trustee or
receiver to take possession of all or substantially all of Lessee’s assets located at or
on the Premises or of Lessee’s interest in this Lease where possession is not restored
to Lessee within thirty (30) days; or the attachment, execution or other judicial
seizure of all or substantially all of Lessee’s assets located at or on the Premises or of
Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30)
days.
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18.2 Remedies. In the event of any material default or breach by Lessee, City may at any
time thereafter, following any notice required by statute, and without limiting City in the
exercise of any right or remedy which City may have by reason of such default or breach:
18.2.1 Terminate Lessee’ s right to possession of the Premises by any lawful means,
in which case this Lease shall terminate and Lessee shall immediately surrender
possession of the Premises and Improvements to City. In such event, City shall be
entitled to recover from Lessee all damages incurred by City by reason of Lessee’s
default including, but not limited to, the cost of recovering possession of the
Premises and Improvements, expenses of re-letting, including necessary renovation
and alteration of the Premises and Improvements, reasonable attorneys’ fees, the
worth at the time of the award of the unpaid rent that had been earned at the time of
termination of this Lease and the worth at the time of award of the amount by which
the unpaid rent for the balance of the term after the time of such award exceeds the
amount of such rental loss for the same period that Lessee proves could be reasonably
avoided.
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18.2.2 Maintain Lessee’s right to possession, in which case this Lease shall continue
in effect whether or not Lessee shall have abandoned the Premises. In such event,
City shall be entitled to enforce all of City’s rights and remedies under this Lease,
including the right to recover rent and other payments as they become due hereunder.
18.2.3 Pursue any other remedy now or hereafter available to City under the laws or
judicial decisions of the State of California.
18.3 No Relief from Forfeiture After Default. Lessee waives all rights of redemption or
relief from forfeiture under California Code of Civil Procedure §§ 1174 and 1179, and any
other present or future law, in the event Lessee is evicted or City otherwise lawfully takes
possession of the Premises by reason of any default or breach of this Lease by Lessee.
INTEREST ON PAST-DUE OBLIGATIONS.
Except as expressly provided herein, any amount due City when not paid when due shall bear interest
at the lesser often percent (10%) per year or the maximum rate then allowable by law from the date
due.
20 HOLDING OVER.
If Lessee remains in possession of the Premises or any part thereof after the expiration of the term or
option term hereof, such occupancy shall be a tenancy from month to month with all the obligations
of this Lease applicable to Lessee and at a monthly rental obligation of two (2) times the Base Rent
in effect at the time of expiration.
21 CITY’S ACCESS.
21.1 Access for Inspection. City and City’s agents shall have the right to enter the Premises
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at reasonable times, upon not less than twenty-four (24) hours prior notice to Lessee, for the
purpose of inspecting same, showing same to prospective purchasers, lenders or lessees, and
making such alterations, repairs, improvements or additions to the Premises as City may
deem necessary. City may at any time place on or about the Premises any ordinary for lease
signs.
21.2 No Warranty. Except as otherwise stated in this Lease, Lessee hereby acknowledges
that neither the City nor any employees or agents of the City has made any oral or written
warranties or representations to Lessee relative to the condition or use by Lessee of said
Premises and Lessee acknowledges that Lessee assumes all responsibility regarding the
Occupational Safety and Health Act, the legal use and adaptability of the Premises and
compliance with all applicable laws and regulations in effect during the term of this Lease.
21.3 Security Measures Lessee shall have the right to require a reasonable security system,
device, operation or plan be installed and implemented to protect the Premises or the
Improvements. Should Lessee, in its sole discretion, decide to install such a security system,
Lessee agrees to bear the sole cost and expense of any security system, device, operation or
plan and the installation and implementation thereof Lessee shall obtain City’s prior approval
before installing or implementing any security system, device, operation or plan.
22 INSURANCE.
Lessee’s responsibility for the Property begins immediately upon delivery and Lessee, at its sole cost
and expense, and at no cost to City or VTA, shall purchase and maintain in full force and effect
during the entire term of this Lease insurance coverage in an amount(s) and in a form acceptable to
City as set forth in Exhibit E attached hereto and incorporated herein by reference. Said policies
shall be maintained with respect to Lessee’s employees, if any, and all vehicles operated on the
Premises. The policies shall include the required endorsements, certificates of insurance and
coverage verifications as described in Exhibit E. Lessee also agrees to secure renter’s liability
insurance.
23 EMINENT DOMAIN:
23.1 If all or any part of the PREMISES (or the building in which the PREMISES are located) is
condemned by a public entity in the lawful exercise of its power of eminent domain, this Lease 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.
23.2 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 Lease, Lessee shall continue to
be bound by the terms, covenants and conditions of this Lease. However, the then monthly rent shall
be reduced in proportion to the diminution in value of the PREMISES. If the condemnation of a part
of the PREMISES substantially impairs the capacity of the remainder to be used for the purposes
required by this Lease, Lessee may:
Terminate this Lease and thereby be absolved of obligations under this Lease which
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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 Lease. If Lessee elects to continue in possession
of the remainder of the PREMISES, the monthly rent shall be reduced in proportion to the
reduced in proportion to the diminution in value of the PREMISES.
c. Lessee shall provide City with written notice advising City of Lessee’s choice within
thirty (30) days of possession of the part condemned by the condemning public entity.
23.3 CITY, VTA or STANFORD shall be entitled to and shall receive all compensation related to
the condemnation, except that Lessee shall be entitled to: (a) that portion of the compensation which
represents the value for the remainder of the Lease term of any Lessee-constructed improvements
taken by the condemning public entity, which amount shall not exceed the actual cost of such
improvements reduced in proportion to the relationship of the remaining Lease term to the original
Lease term, using a straight line approach, and (b) any amonnt specifically designated as a moving
allowance or as compensation for Lessee’s personal property. Lessee shall have no claim against City
or VTA for the value of any unexpired term of this Lease.
24 POST-ACQUISITION TENANCY.
Lessee hereby acknowledges that Lessee was not an occupant of the Premises at the time the
Premises were acquired by City. Lessee further understands and agrees that as a post-acquisition
Tenant, Lessee is not eligible and furthermore waives all claims for relocation assistance and benefits
under federal, state or local law.
25 DISPUTE RESOLUTION.
25.1 Unless otherwise mutually agreed to, any controversies between Lessee and City
regarding the construction or application of this Lease, and claims arising out of this Lease or
its breach shall be submitted to mediation within thirty (30) days of the written request of one
Party after the service of that request on the other Party.
25.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party
demanding mediation shall request the Superior Court of Santa Clara County to appoint a
mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may
agree to extend the time allowed for mediation under this Lease.
25.3 The costs of mediation shall be borne by the Parties equally.
25.4 Mediation under this section is a condition precedent to filing an action in any court. In
the event of litigation arising out of any dispute related to this Lease, the Parties shall each
pay their respective attorney’s fees, expert witness costs and cost of suit, regardless of the
outcome of the litigation.
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26 PAYMENTS/PARTIAL PAYMENTS.
Payments shall be effective upon receipt. City may apply any payment received from Lessee at any
time against any obligation due and owing by Lessee under this Lease, regardless of any statement
appearing on or referred to in any remittance from Lessee or any prior application of such payments.
Acceptance by City of a partial payment of rent or other charges shall not be considered or construed
to waive any right of City or affect any notice of legal proceedings, unless both Parties shall agree
otherwise in writing. The receipt by City of a partial payment of any amount due to City endorsed as
payment in full will be deemed to be a partial payment only, and any endorsements or statements on
the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction,
and, notwithstanding said endorsements, City may accept and deposit said check without prejudice to
its right to recover the balance. Lessee’s obligation (without prior notice or demands) to pay rent and
all other amounts due hereunder shall be absolute and unconditional, and not subject to any
abatement, set off, defense, recoupment or reduction.
27 NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.
No official or employee of City, VTA or STANFORD shall be personally liable for any default or
liability under this agreement.
28 NON-DISCRIMINATION.
Lessee agrees that in the performance of this Lease, it shall not discriminate against any employee or
applicant for employment of because of the race, skin color, gender, age, religion, disability, national
origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of
such person. Lessee agrees to meet all requirements of Palo Alto Municipal Code Section 2.30.510
pertaining to nondiscrimination in emploYment, including completing the form furnished by City and
set forth in Exhibit "F".
29 INDEPENDENT CONTRACTOR.
It is agreed that Lessee shall act and be an independent contractor and not an agent nor employee of
City or VTA.
30 CONFLICT OF INTEREST.
Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance
of this agreement. Lessee 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, Lessee upon request of
City shall immediately terminate such employment. Violation of this provision constitutes a serious
breach of this Lease and City may terminate this Lease as a result of such violation.
31 MEMORANDUM OF LEASE.
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Following execution of this Lease, either party, at its sole expense, shall be entitled to record a
Memorandum of Lease in the official records of Santa Clara County. Upon termination or expiration
of this Lease, Lessee shall execute and record a quitclaim deed as to its leasehold interest.
32 ESTOPPEL CERTIFICATE.
Lessee shall, from time to time, upon at least thirty (30) days prior written notice from City, execute,
acknowledge and deliver to City a statement in writing (i) certifying this Lease is unmodified and in
full force and effect, or, if modified, stating the nature of the modification and certifying that the
Lease, as modified, is in full force and effect, and the date to which the rental and other charges, if
any, have been paid; and, (ii) acknowledging that there are not to Lessee’s knowledge, any defaults,
or stating if any defaults are claimed, any statement may be relied upon by any prospective purchaser
or encumbrancer of the City Property.
33 .LIENS.
Lessee hereby grants City a lien upon all personal property brought into the Property, regardless of
any provision of law, and Lessee agrees to pay reasonable storage charges when necessary. In the
event that Lessee fails to remove its property or possessions, City shall have the right to dispose of
said property and/or possessions with no liability. Lessee agrees at its sole cost and expense to keep
the Property free and clear of any and all claims, levies, liens, encumbrances or attachments.
34 HOLDOVER/EXTENSION.
After the term has expired, and until the Parties execute a written extension to the Lease, or Lessee
surrenders the Property to the City, this Lease shall continue on a month-to-month basis subject to all
terms and conditions of this lease, at City’s then prevailing monthly rate of rent for the Property. The
rent under a month to month tenancy shall be payable in advance of each month due and payable in
full by the first day of each successive month of the Lease, with a late fee of five percent (5%) added
to the amount due if the rent has not been paid by the 10th of each month. The rent under a month to
month tenancy is subject to increase on thirty (30) days prior written notice from City. Lessee shall
be liable for such other damages incurred through the loss of a prospective Lessee, or other expenses
incurred due to its breach of this condition of the Lease. Nothing contained in this Lease shall give
to Lessee the right to occupy the Property after the expiration of the term, or upon an earlier
termination for breach.
35 VACATING.
Upon termination of the tenancy, Lessee shall completely vacate the Property, including the removal
of any and all of its property. Before departure, Lessee shall return keys and personal property listed
on the inventory to City in good, clean and sanitary condition, reasonable wear and tear excepted.
Lessee shall allow City to inspect the Property to verify the condition of the Property and its
contents.
36 ABANDONMENT.
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Lessee’s absence from the Property for three (10) consecutive days, without prior notice, during
which time rent or other charges are delinquent, shall be deemed abandonment of the Property. Such
abandonment will be deemed cause for immediate termination without notice. City shall thereupon
be authorized to enter and take possession and to remove and dispose of the property of Lessee or its
guests without any liability whatsoever to City.
37 NOTICES.
All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as
follows:
City of Palo Alto
Attention: Real Estate Division
250 Hamilton Avenue
Palo Alto, CA 94301
Or by facsimile at (408) 241-6771
And to Lessee addressed as follows:
Lessee’s Notice Address:
Name: (insert name here)*
Address: (insert address here)*
Or by facsimile at ( ) -
Notices may be served upon Lessee in person or by first class mail or by certified mail to Lessee
whether or not said mailing is accepted by Lessee. If notice is sent via facsimile, a signed, hard copy
of the material shall also be mailed. The workday the facsimile was sent shall control the date notice
was deemed given if there is a facsimile machine generated document on the date of transmission. A
facsimile transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the
following Monday. These addresses shall be used for service of process.
38 TIME.
Time shall be of the essence in this Lease.
39 MISREPRESENTATIONS.
Any statements submitted to City in the request for proposal by Lessee are considered inducements
to execute this Lease. Misrepresentations shall entitle City to terminate this Lease at any time.
40 AMENDMENTS.
It is mutually agreed that no oral Leases have been entered into and that no alteration or variation of
the terms of this Lease shall be valid unless made in writing and signed by the Parties to this Lease.
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41 REMEDIES OF CITY.
In addition to any other remedy provided herein, City shall have all remedies provided by law and
equity.
42 SERVICE CHARGE.
A service charge of twenty dollars ($20.00) will be made for each check that must be resubmitted for
payment.
43 SIGNING AUTHORITY.
If this Lease is not signed by all Lessees named herein, the person actually signing warrants that
he/she has the authority to sign for the others.
44 CHANGE OF LOCKS.
Lessee, at lessee’s expense may re-key the locks on all exterior doors. Lessee shall advise City and
VTA of such action and shall provide City and VTA with keys to said locks. Lessee shall also
deliver to City the old locks and keys. The new locks shall become the property of the City.
45 CAPTIONS.
The captions of the various sections, paragraphs and subparagraphs of this Lease are for convenience
only and shall not be considered or referred to in resolving questions of interpretation.
46 INTEGRATED DOCUMENT.
This Lease, including any exhibits attached hereto, embodies the entire agreement between City,
VTA and Lessee and its terms and conditions. No other understanding, agreements, conversations or
otherwise, with any officer, agent or employee of City or VTA prior to execution of this Lease shall
affect or modify any of the terms or obligations contained in any documents comprising this Lease.
Any such verbal agreement shall be considered as unofficial information and in no way binding upon
City or VTA. This Lease may be modified only by a written amendment duly executed bythe Parties
to this Lease, pursuant to paragraph 37 entitled "Amendments." All agreements with City and VTA
are subject to approval of the City Council and VTA Board before City and VTA shall be bound
thereby.
47 WAIVER.
Waiver by City and VTA of one or more conditions of performance or any breach or condition under
this Lease shall not be construed as a waiver(s) of any other condition of performance or subsequent
breaches or conditions. The subsequent acceptance by a Party of the performance of any obligation
or duty by another Party shall not be deemed to be a waiver of any term or condition of this Lease.
The exercise of any remedy, right, option or privilege hereunder by City and VTA shall not preclude
City and VTA from exercising the same or any and all other remedies, rights, options and privileges
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hereunder and City’s or VTA’s failure to exercise any remedy, right, option or privilege at law or
equity, or otherwise which City or VTA may have, shall not be construed as a waiver.
48. INTERPRETATIONS.
In construing or interpreting this Lease, the word "or" shall not be construed as exclusive and the
word "including" shall not be limiting. The Parties agree that this Lease shall be fairly interpreted in
accordance with its terms without any strict construction in favor of or against any other Party.
49 SEVERABILITY CLAUSE.
If any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for any
reason, then such provision shall be modified to the minimum extent necessary to make the provision
legal, valid and enforceable, and the other provisions of this Lease shall not be affected thereby.
50 GOVERNING LAW.
This Lease shall be governed and construed in accordance with the statutes and laws of the State of
California.
51 VENUE.
In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall be
exclusively vested in the state courts of the County of Santa Clara.
52 COMPLIANCE ’WITH LAWS.
The Parties hereto shall comply with all applicable laws, ordinances, codes and regulations of the
federal, state and local governments in the performance of their rights, duties and obligations under
this Lease.
53 ROKERS
Each party represents that it has not had dealings with any real estate broker, finder, or other person,
with respect to this lease in any manner. Each Party ("Indemnifying Party") shall hold harmless the
other party from all damages resulting from any claims that may be asserted against the other party
by any broker, finder, or other person with whom the Indemnifying Party has or purportedly has
dealt.
54 DEFINITION AND AUTHORITY OF CITY MANAGER
City Manager means the City Manager of the City, and the City Manager’s designee or designees.
The City Manager may establish different designees for different purposes. The City Manager may
designate persons individually or by office or title. Ifa person is designated by office or title, and the
position is eliminated or the title changed, the designation shall automatically apply to the position or
title succeeding to the responsibilities of the former position or title.
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Any consent or approval anticipated by, required under, or consistent with this lease may be given on
behalf of City by the City Manager. The City Manager is not authorized to enter into any
amendment of this Sublease without the approval of the City Council of City.
Notwithstanding any grant of authority to the City Manager under this lease, the City Manager may
in the City Manager’s sole and absolute discretion waive the grant of authority in a specific matter, in
which event the City Council of City shall retain the authority to act in that matter on behalf of City.
INSERT NAME OF LESSEE
INSERT TYPE OF CORPORATION
By:
(Signature of Person executing the Agreement on behalf of Contractor)
(Please Print or Type Name)
Title:
Local Address:
Telephone:(_)-
Fax:(_)
LESSORS
SANTA CLARA VALLEY
TRANSPORTATION AUTHORITY
By:
Title:
With The Consent of:
Stanford:
The Board of Trustees of the
Leland Stanford Junior University,
a body having corporate powers
under the laws of the State of California
By Stanford Management Company
By_
Title:
CITY OF PALO ALTO, CALIFORNIA,
a chartered California municipal
corporation
By:
Assistant City Manager
Approved as to form:
By:
Assistant City Attorney
25 of 25
Exhibit C
Secretary of the Interior’s Standards for Rehabilitation*
10.
A property shall be used for its historic purpose or be placed in a new use that requires
minimal change to the defining characteristics of the building and its site and
environment.
The historic character of the property shall be retained andprese~ced. The removal of
historic material or alteration of features and spaces that characterize a property shall be
avoided.
Each property shall be recognized as a physical record of its time, place and use. Changes
that create a false sense of historic development, such as adding conjectural features or
architectural elements from other buildings, shall not be undertaken.
Most prope1~ies change over lime: Those changes that have ffcquired historic significance
in their own right shall be retained and preserved.
Distinctive features, finishes, and construction techniques or exmnples of craftsmanship
that characterize a property shall be preserved.
Deteriorated historic features shall be repaired rather than replaced. Where the severity of
deterioration requires replacement of a distinctive feature, the new feature shall match the
old in design, color, texture, and other visual qualities and, where possible, materials.
Replacement of missing features shall be substantiated by documentm’y, physical, or
pictorial evidence.
Chemical or physical treatments, such as sandblasting, that cause damage to historic
materials shall not be used. The surface cleaning of structures, if appropriate, shall be
undertaken using the gentlest means possible.
Significant archeological resources affected by a project shall be protected and preserved.
If such resources must be disturbed, mitigation measures shall be undertaken.
New additions, exterior alterations, or related new construction shall not destroy historic
materials that characterize the property. The new work shall be differ<iated from the
old and shall be compatible with the massing, size, scale, and architectural features to
protect the historic integrity of the property and its environment.
New additions and adjacent or related new construction shall be undertaken in such a
manner that if removed in the future, the essential form and integrity of the historic
property and its environment would be unimpaired.
*Guidelines for these Standards are available for public review iu the Palo Alto Planning
Department, or they may be reviewed on the Internet at www2.cr.nps.gov/tps/tax/rhb/standhtm.
Click on "Guidelines."
EXHIBIT D
DEVELOPMENT PLANS AND CONSTRUCTION DRAWINGS
(To be prepared by Lessee)
COMMERCIAL PROPERTY LEASE AGREEMENT
BY AND BETWEEN
CITY OF PALO ALTO, CALIFORNIA
AND
INSERT NAME OF LESSEE
EXHIBIT E
INSURANCE REQUIREMENTS
Insurance Requirements for Lessee:
Lessee shall purchase and maintain the insurance policies set forth below on all of its operations under this Lease at its
sole cost and expense. Such policies shall be maintained for the full term of this Lease and the related warranty period (if
applicable). For purposes of the insurance policies required under this Lease, the term "City" shall include the duly
elected or appointed council members, commissioners, officers, agents, employees and volunteers of the City of Palo Alto,
California, individually or collectively.
Coverages
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1)
2)
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 13001 (Ed. 1/87) covering Automobile Liability, code I (any
auto).
3) Workers’ Compensation insurance as required by the State of California and Employer’s Liability
Insurance (for lessees with employees).
4) Property insurance against all risks of loss to any Lessee improvements or betterments
The policy or policies of insurance maintained by LESSEE shall provide the following limits and coverages:
POLICY
(1) Commercial General Liability
(2) Automobile Liability
Including Owned, Hired and
Non-Owned Automobiles
MINIMUM LIMITS OF LIABILITY
$1,000,000 per each occurrence for bodily injury, personal injury
and property damage
$1,000,000 Combined Single Limit
(3) Workers’ Compensation
Employers Liability
Statutory
$1,000,000 per accident for bodily injury or disease
(4) Lessee’s Property Insurance
Lessee shall procure and maintain property insurance coverage for:
(a) all office furniture, trade fixture, office equipment, merchandise,
and all other items of Lessee’s property in, on, at, or about the
premises and the building, include property installed by, for,
or at the expense of Lessee;
(b) all other improvements, betterments, alterations, and additions
to the premises.
Lessee’s property insurance must fulfill the following requirements:
(a) it must be written on the broadest available "all risk" policy form or an equivalent form acceptable
City of Pale Alto, including earthquake sprinkler leakage.
(b) for no less than ninety percent (90%) of the full
replacement cost (new without deduction for depreciation)
of the covered items and property; and
(e) the amounts of coverage must meet any coinsurance
requirements of the policy or policies.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the CityY. At the option of the City
either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers,
officials, employees and volunteers; or the LESSEE shall procure a bond guaranteeing payment of losses and related
investigations, claim administration and defense expenses.
Insurance shall be in full force and effect commencing on the first day of the term of this Lease.
Each insurance policy required by this Lease shall:
Be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt
requested, has been given to the City.
Include a waiver of all rights of subrogation against the City and the members of the City Council and
elective or appointive officers or employees, and each party shall indemnify the other against any loss
or expense including reasonable attorney fees, resulting from the failure to obtain such waiver.
3.Nam6 the CITY OF PALe ALTO as a loss payee on the property policy.
Provide that the City, its officers, officials, employees, agents and volunteers are to be covered as
insureds as respects: liability arising out of activities performed by or on behalf of the LESSEE;
products and completed operations of the LESSEE; premises owned, occupied or used by the LESSEE;
or automobiles owned, leased, hired or borrowed by the LESSEE. The coverage shall contain no
special limitations on the scope of protection afforded to the City, its officers, officials, employees,
agents or volunleers.
Provide that for any claims related to this Lease, the LESSEE’s insurance coverage shall be primary
insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance
or self-insurance maintained by the CITY, its officers, officials, employees, agents or volunteers shall
be excess of the LESSEE’s insurance and shall not contribute with it.
Provide that any failure to comply with reporting or other provisions of the policies including breaches
of warranties shall iaot affect coverage provided to the City, its officers, officials, employees, agents or
volunteers.
Provide that LESSEE’s insurance shall apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer’s liability,
LESSEE agrees to promptly pay to City as Additional Rent, upon demand, the amount of any increase in
the rate of insurance on the Premises or on any other part of Building that results by reason of LESSEE’s
act(s) or LESSEE’s permitting certain activities to take place.
Acceptability of Insurers
All insurance policies shall be issued by California-admitted carriers having current A.M. Best’s ratings of no lower than
A-:VII.
Other Insurance Requirements
LESSEE shall deposit with the City Manager, on or before the effective date of this Lease, certificates of insurance
necessary to satisfy City that the insurance provisions of this Lease have been complied with, and to keep such insurance
in effect and the certificates therefor on deposit with City during the entire term of this Lease. Should LESSEE 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 LESSEE 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 of the City’s Risk Manager (or comparable official), the insurance provisions in this Lease do not provide
adequate protection for City and for members of the public using the Premises, the City Manager may require LESSEE to
obtain insurance sufficient in coverage, form, and amount to provide adequate protection as determined by the Risk
Manager. City’S requirements shall be reasonable and shall be designed to assure protection from and against the kind and
¯ extent of risk that exists at the time a change in insurance is required.
The City Manager shall notify LESSEE in writing of changes in the insurance requirements. If LESSEE 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 LESSEE fails to ~naintain in effect any required insurance coverage, LESSEE shall be in default
under this lease without further notice to LESSEE. Such failure shall constitute a material breach and shall be grounds for
immediate termination of this Lease at the option of City.
The procuring of such required policy or policies of insurance shall not be construed to limit LESSEE’S liability hereunder
nor to fulfill the indemnification provision and requirements of this Lease. Notwithstanding the policy or policies of
insurance, LESSEE shall be obligated for the full and total amount of any damage, injury, or loss caused by or connected
with this Lease or with use or occupancy of the Premises.
EXHIBIT F
Certification of Nondiscrimination
As suppfiers of goods or services to the City of Pale Alto, the firm and individuals listed below
certify that they do not discriminate in employment of any person because of race, skin color,
gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status,
marital status, familial status, weight or height of such person; that they are in compliance with all
Federal, State and local directives and executive orders regarding nondiscrimination in
employment.
1.If Proposer is INDIVIDUAL, sign here:
Date:
Proposer’s Signature
Proposer’s typed name and title
If Proposer is PARTNERSHIP or JOINT VENTURE, at least (2) Partners or each of
the Joint Venturers shall sign here:
Partnership or Joint Venture Name (type or print)
Date:
Date:
Member of the Partnership or Joint Venture signature
The undersigned certify that they are respectively:
and
Title
Member of the Partnership or Joint Venture signature
If Proposer is a CORPORATION, the duly authorized officer(s) shall sign as follows:
Title
Of the corporation named below; that they are designated to sign the Proposal Cost Form by
resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its
authenticity or Secretary’s certificate of authorization) for and on behalf of the below named
CORPORATION, and that they are authorized to execute same for and on behalf of said
CORPORATION.
Corporation Name (type or print)
By:
Title:
By:
Title:
Date:
Date:
City of Palo Alto - RFP