HomeMy WebLinkAboutStaff Report 291-07of allo Alto
C ty Manager’s Report
TO:
FROM:
DATE:
SUBJECT:
HONORABLE CITY COUNCIL
17
, TCITY MANAGER DEPARTMENT: ADMINISTRATIVE
SERVICES
dULY 9, 2007 CMR:291:07
APPROVAL OF OPTION TO LEASE TO THE ENVIRONMENTAL
VOLUNTEERS FOR THE FO~MER SEA SCOUT BUILDING AT 2560
EMBARCADERO ROAD
RECOMMENDATION
Staff recommends that Council: 1) authorize the City Manager to execute the attached Option to
Lease Agreement with the Envirolm~ental Volunteers (EV); and 2) waive certain City processing
fees for the project in accordance with Policy & Procedures 1-25, Public/Private Partnerships.
BACKGROUND
The Sea Scout building is a 2,209 square foot wood frame structure composed of two one-story
wings on each side and a taller center section equivalent to two stories in height. The building
was designed by Birge and David Clark and donated to the City by Lucie Stern on May 30, 1941.
Located in the Palo Alto Baylands Nature Preserve, the building is curremly in poor condition
and its floors have been subject to flooding during biammal extreme high tides. Its rehabilitation
wil! require extensive sub-floor rehabilitation and probable relocation to a higher elevation at or
near its current location in the Baylands Preserve.
The Baylands Master Plan (Plan), adopted by the Council in 1979, called for the removal of the
berths and buildings, including the Sea Scout building, and the retm-n of the harbor to its natural
state. Voters reaffirmed the Plan on November 4, 1980, when a ballot measure to continue
operation of the harbor was defeated. On February 10, 1986, (CMR:142:86), staff presented
Council with a Yacht Harbor Building Assessment Report that recommended the demolition of
the Sea Scout building as part of the harbor reclamation project. That same ?’ear, Council
approved Capital hnprovement Program (CIP) Project No. 86-06, which was established to
implement the goals of the Baylands Master Plan, including demolition of the Sea Scout
building.
On October 24, 1988 (CMR:495:88), and again on June 8, 1998 (CMR:249:98), Council delayed
the demolition of the Sea Scout building in order to give the Sea Scouts time to remove its boats
from the harbor and find a new place to meet. During this time, the boats were moved to
Redwood City’s harbor, and Pacific Skyline Council gave notice that due to liability and
financial constraints it would no longer be able to support the Palo Alto Sea Scout base.
CMR: 291:07 Page 1 of 9
On May 6, 2002, Council adopted the Historic Resources Board’s recormnendation to designate
the building at 2560 Embarcadero Road, -known as the Sea Scout Base, to the City of Palo Alto’s
Historic Inventory in Category 1, as provided in Municipal Code Chapter 16.49. Council referred
to the Policy and Services Committee (P&S): 1) the question of"how this unique building could
become a viable element in the Baylands to be used by the Sea Scouts and other organizations
committed to preserving the building for youth and other conmmnity uses"; and 2) gave direction
to the Cormnittee to review, as expeditiously as possible, issuance of an RFP so that other
nonprofit organizations would be encouraged to participate. On March 17, 2003, Council
adopted the recommendation of the Policy and Services Committee directing staff to: 1) remove
the direction that the building be used for Sea Scout and other youth activities; 2) prepare a
Request for Proposals to solicit proposals for an option to lease the facility; 3) in the process of
selecting a tenant, give preference to an organization that would allow space for public use; and
4) ensure that the tenant’s use of the building be compatible with the Baylands.
On October 12, 2004, Council approved the September 14, 2004 Policy and Services Committee
recommendation (CMR410:04) to: 1) not accept the proposal submitted by the Lucie Stem
Maritime Center responding to an RFP to relocate, repair and lease the former Sea Scout base:
and 2) directed staff to open discussions with Environmental Volunteers (EV) with a view to
developing a long-term lease..
DISCUSSION
Pursuant to Council’s direction, staff has worked with EV on a development plan that would
fulfill the following objectives:
provide public benefit and public access
preserve and maintain the historic significance of the property
not adversely impact the Palo Alto Baylands Preserve
give preference to non-profit groups benefiting youth, seniors, wildlife and/or the
environment
relocate the building to higher ground and improve, maintain and operate the property at no
cost to the City.
EV conducted its analysis to understand the extent of the relocation and renovation. It consulted
with an architect, structural engineer, and contractors to determine more specifically the costs
associated with the project and developed a fundraising plan based on project costs. In January
2007, EV submitted its proposal (Attachment A), which is summarized below.
Proposal
Proposer.
EV is a non-profit organization devoted to promoting the understanding of and responsibility for
the environment through hands-on-science education. EV accomplishes its mission tt~rough the
donated services of 160+ trained volunteers supported and coordinated by a paid administrative
staff of seven (five fulltime and two part-time). Since its founding in 1972, EV has served over
300,000 school children in Santa Clara and San Mateo Counties. EV volunteers teach specific,
ecologically-oriented science topics in classroom settings as well as lead field trips to
appropriate sites using local Bay Area environments, such as the Baylands.
CMR: 291:07 Page 2 of 9
Proposed Use.
EV proposes to rehabilitate and relocate the building to use as its office headquarters for
conducting its mission and providing other public benefits. It will use the small rooms in the
building for its offices and the large, two-story high central room of over 1,000 square feet for
meetings, training sessions and possibly to accommodate other groups who might need meeting
space. Additionally, EV intends to provide ecologica!ly-oriented classes and exhibits at the site
for Palo Alto citizens and the general public.
Proposed Imprm, ements and Relocation.
Other than the relocation of the building to higher ground, EV anticipates no changes to the
defining historic characteristics of the building, and plans no additions or exterior alterations.
The plan for rehabilitation and adaptive re-use will be consistent with the Secretary of the
Interior’s standards for Historic Rehabilitation and in accordance with the City’s analysis that the
building needs to be at a higher elevation to ensure it is high enough to avoid problems related to
water incursion from high tides. EV notes that while it might be feasible to adequately elevate
the structure and provide a new foundation at its current location, that alternative is less
preferable and likely more expensive, than relocating it a short distance to nearby adjacent high
ground as identified by the City in the RFP. EV and its architects will evaluate and analyze both
possibilities and also consult with various permitting agencies and entities, and propose to the
City the alternative that provides the optimum solution for achieving the overall desired
outcomes for a properly functioning and faithfully rehabilitated historic building.
Financial Information:
EV has an annual operating budget of $560,000. Projected construction costs total $2.2 million
to adequately cover overall short and long term costs of the project. As of November 2006, a
total of $1,722,500 has been received, pledged or committed.
Proposed Metl~od of Operation:
EV has created a Project Management Group (PMG) made up of former and current Board
members to oversee all aspects of the project. It has also hired a professional Project Manager to:
1) coordinate activities of planning, pemairting, and hiring contractors; 2) interface with City
staff mad review boards; and 3) work with community groups as necessary. EV has engaged a
Palo Alto architecture firm with experience in historic rehabilitation to advise it on how to
restore and rehabilitate the building exterior to optimally retain its character and how to remodel
the interior of the building to serve EV’s near and long term operation needs while also retaining
significant historic interior features. The firm will help to incorporate environmentally sensitive
materials and features into the restoration and to create a green building to the extent feasible
under various codes and historic standards.
Bid Items:
The proposal offers $5,000 for the purchase price of the option and $1.00 per year rent.
Proposal Criteria/Evaluation
Staff from the Departments of Public Works, Pla~vaing & Community Environment, Community
Services, and Administrative Services reviewed EV’s proposal based on criteria similar to that
CMR: 291:07 Page 3 of 9
idemified in the earlier RFP (Attachment C). Following is a discussion of the proposal in terms
of this criteria.
Public Benefits:
The proposed use directly benefits youth and the environment, as encouraged by Council and the
RFP. Public benefits provided by the proposed use include the advantage of EV headquarters
being located at the Palo Alto Baylands, which will enable it to better conduct its mission,
facilitate public outreach efforts and enhance its capability to provide volunteer staffing for Palo
Alto’s Lucy Evans Baylands Interpretive Center ir~ partnership with the City. Last year, EV
served 474 teachers and benefited 10,428 Santa Clara and San Mateo County children through
348 class room services and 129 natural science field trips.
EV will provide 50 hours per year of public information and education to Baylands visitors
and/or Palo Alto community members. This will include, but not be limited to, environmental
education programs, community lectures, open houses, nature walks, Baylands restoration
projects, and camp programs. Over time, EV intends to increase the hours offered for these
activities, according to the availability of its resources. EV will also create and make available to
the public at least two permanent, exterior informational and educational displays. One will
highlight the historical background and former uses of the building and another one or more
displays will deal with Baylands eco!ogy related to the flora and fauna of the Bay. These
displays will be periodically re-designed and updated.
In addition, the project will provide for the rehabilitation and adaptive re-use of a historically
important but deteriorating building owned by the City. Improvements include seismic
up~ading including a new foundation; addition of sustainable and environmentally sensitive
features; and improvement of the site with a natural landscaping plan. The rehabilitation and
adaptive re-use of the building will incorporate numerous "green" design features to make it a
more environmentally sensitive and responsive facility and to provide an example to other
organizations and the community. EV wi!l periodically conduct on-site meetings, seminars and
educational programs to share its knowledge in this area. The restoration of the natural area
around the building will create the opportunity for public education and study of natural area
restoration and will include the addition of many more types of native plants than would
otherwise be required for basic mitigation. EV will remove the existing seawall and return the
waterfront bank to its natural state. EV will also complete an important gap in the popular Marsh
Front Trail, which currently circles around the building, to its preferred location along the marsh
bank in front of the building. It will accomplish this by constructing accessible comaections
between the promenade deck of the relocated building and the two adjacent termini of the
existing trail in order to close the gap in the trail. The trail comaections and promenade deck will
be open and accessible to the public during park hours, and EV vv-ill be responsible for the
maintenance of the trail along the promenade deck itself. Finally, EV will construct a public
restroom near the Baylands Duck Pond, to replace the existing porta-potty. EV will pay up to
$75,000 for the cost of construction, with the City to reimburse it for any additional cost. The
City will maintain the restroom.
Degree of Public Access and Fees to be Charged to Palo Alto Citizens.
Public access will be provided through the public education, displays and trail access outlined
above. In addition, EV will enhance the public’s enviro~maental awareness of natural science
CMR: 291:07 Page 4 of 9
issues through programs for which EV may chose to charge fees. It may also periodically rent
portions of the building to Palo Alto-based, non-profit, community groups. Both activity fees and
rental fees will conform to similar fees charged by Community Services and in accordance to an
ammal fee schedule approved in advance by the City Manager.
Responsiveness to Historic Guidelines and Standards:
EV has contracted for a Historic Structures Report (HSR) on the building which insures
compliance under both Federal and State historic statutes, including the Secretary of Interior’s
Standards for Historic Rehabilitation. Based on the findings and recomrnendations of the HSR,
and under guidance of Palo Alto Historic Resources Board, EV will develop a plan to restore the
building as close as possible to its original state in accordance with current building, disability
and other codes, EV’s needs, and environmental sensitivity.
Consistency with Cio, Goals and Objectives:
The proposed use will be allowed under the existing zoning PF-D (Public Facilities-Site and
Desig-n District) provided the proposer obtains a conditional use permit during the option term.
The proposed use includes public access for exhibits, classes, and demonstrations and is
therefore consistent with the requirements that City parkland be open to the public and not
limited to exclusive use by private groups. In addition, the proposed use meets policies and
programs of Comprehensive Plan Land Use Goal 7: Conservation and Preservation of Pa!o
Alto’s Historic Buildings, Sites and Districts, such as Policy L-51, "Encourage public and
private upkeep and preservation of resources that have historic merit;" Policy L-52, "Encourage
the preservation of significant historic resources owned by the City of Palo Alto;" Policy L-57,
"Develop incentives for the retention and rehabilitation of buildings with historic merit in all
zones;" and Policy L-58, "Promote adaptive reuse of old buildings."
hnpact of the proposed use upon the immediate vicinity/neighborhood the community generally
and the environment:
The relocation, restoration and rehabilitation of the building and its use by EV is in accordance
with Council’s March 17, 2003 direction that the use of the building be compatible with the
Baylands and preserve the historic significance of the building. The impact of the proposed use
on park traffic mad parking will be addressed during the option period as part of the development
approvals. As detailed above in the "Public Benefits" section, the rehabilitation and adaptive re-
use of the building will incorporate nmnerous "green" design features to make it a more
enviro~maentally sensitive and responsive facility and the natural area around the building will be
restored and enhanced with native plants. Both the building and landscape restoration will
provide examples and opportunities for education to other organizations and the community.
Consideration to be Provided to the Cio’:
In addition to the $5,000 purchase price of the option and the $1.00 per year rent, EV will pay for
up to $75,000 of the construction cost of the public restroom, and improve and operate the leased
premises at no cost to the City. Non-monetary consideration is the public benefit described
above. In addition, any transferable development rights created by the project will belong to the
City.
CMR: 291:07 Page 5 of 9
History/assessment of the proposer’s ability to finance and carry out the proposed use and
im]91~o~etnents,¯
EV has performed a revised cost analysis to determine the funding required to complete the
project successfully and has determined it would need $2.2 million to cover overall short and
long term costs of the project, including short term restoration and relocation; overhead and
administrative costs during the years the project would be underway; long range capital for
future maintenance and repairs; and contingency. A copy of the $2.0 million campaign budget is
attached as E~aibit ! to Attachment B of the attached proposal. EV has begun soliciting funds
and so far has raised approximately $1.7 million in cash or commitments, anchored by a $1
million grant from the David and Lucille Packard Foundation. EV is less than $500,000 from its
funding goal and will continue to raise funds during the months before most of the funds will be
needed. Estimated costs of plam~ing, design, permitting, engineering and construction are
included in E:daibit 4 to Attactmaent B of the proposal.
EV’s Project Management Group (PMG) includes members with experience overseeing and
managing similar projects, including working with the City on plmming, permitting and building
an interpretive center at the Enid Pearson Arastradero Open Space Preserve. EV’s Project
Manager has had 28 years experience in coordinating project teams for an award-wi~ming
architecture finn, providing project management on community buildings and feasibility studies
and in working with City staff members. EV’s architectural firm has experience in historical
restoration work, and the contractor is well "known locally for many local projects including the
Palo Alto YMCA, Castilleja School and Allied Arts building in Menlo Park. A list of PMG
members and biographical data along with r~sum~s are attached as Exhibit 2 and 3 to
Attachment B of the proposal
_Pro _Forma Analysis:
In lieu of the 5-year pro forma financi!l analysis, EV has submitted its operating budget and
results for its fiscal year ended June 30, 2006 and its approved budget for the fiscal year ending
June 30, 2007 (Exhibit 5 to Attactmaent B of the proposal). EV states that its operating budgets
do not change significantly from year to year, so any subsequent year budget projections would
be similar, though slightly higher in most categories except for occupancy expenses, which
would be lower due to reduced rental expenses related to its current location.
Option Agreement and Lease
Under the attached Option Agreement and Lease (Attachment C), EV is granted a two-year
period to satisfy the specified conditions prior to exercising the option and entering into the
lease. The major option conditions the EV must satisfy are the following:
1.Pay the option purchase price ($5,000).
Submit schematic plans within twelve months of the commencement of the Option
Agreement.
Receive approval of its development plans from the Historic Resources Board,
Architectural Review Board (if applicable), Planning and Transportation Convnission
and City Council. The development plans will include specific details of the interior
CMR: 291:07 Page 6 of 9
and exterior historic preservation and maintenance features to be included in the
development of the property.
Receive approval of any land use permits or approvals required to implement the
proposed use and improvements. The proposed use and improvements will require
approval of a conditional use permit and a variance for parking.
o Receive approval of a long term maintenance plan and schedule for the building from
the City Manager or his designee.
Satisfy the Director of Administrative Services that the EV has sufficient finances or
financial commitments to implement the project as approved by the City and furnish
the Director of Administrative Services with evidence that sufficient financial
security will be available to construct the project.
EV Requested Chan~es and Additions to Option and Lease Aareements
Attachment D includes a summary of the conditions of the option and the terms of the proposed
lease. The terms of the attached option agreement and lease are consistent with the above
evaluation criteria with the exception of extending the schematic plan timeline in the Option
Agreement and extending the term of the lease. EV has requested an extension of the time
requirement to submit its schematic plans to the City from 6 months to 12 months. Staff feels
EV’s request to extend the time is reasonable, given the complexity of the project.
EV also requested a change to the term of the lease as offered in the RFP from 20 to 40 years.
Staff did not feel the public benefits included in EV’s wTitten proposal justified the extended
term, and during lease negotiations, requested that EV increase the public benefit provided by its
use. EV offered added benefits including the following, which are described in detail above: 1)
improving and maintaining a portion of the Marsh Front Trai!; 2) providing at least two
permanent exterior informational and educational displays for the public; 3) providing at least 50
hours annually of environmental education to the public; 4) restoring the area around the
building to its natural state including the addition of more plants than required for basic
mitigation; 5) providing educational programs to share EV’s knowledge based on its experience
in implementing the green design materials and features that will be incorporated into the
rehabilitation of the building; and 6) constructing a public restroom and contributing up to
$75,000 of the cost. Staff feels the EV’s requests for extending the schematic plan timeline and
the term are justified and has included them in the attached proposed Agreements.
Waiver of Fees
EV has requested a waiver of City processing fees for its development prqiect. Subject to
Council approval, the City’s Policy and Procedures 1-25, Public/Private Partnerships provides
for the waiver of any normal City processing or use fees required by the Municipal Fee
Schedule, with the exception of utilities fees and charges. The waiver may apply to fees
associated with a construction project which results in a new or improved public facility which
will be owned or controlled by the City. The City has previously waived fees for such projects as
the improvements by Friends of the Children’s Theater to the Children’s Theater, and the
improvements by the Museum of American Heritage to the Williams property. Staff
recommends a waiver of fees for the Enviromnental Volunteer project to include approximately
CMR: 291:07 Page 7 of 9
$36,000 in building plan check and permit fees and an estimated minimum of $15,000 in
Planning fees (see Attachment E). Any fees relating to Transferable Development Rights
(TDR), should the project apply for TDR, are cost recovery and wilt not be waived.
NEXT STEPS
The two-year option term will begin upon the execution of the option by the City, and the EV
wil! begin the process of fulfilling option conditions. \Vhen the conditions have been met, the
lease will be executed and construction of the approved improvements and operation of EV
project will convnence. Once the option conditions have been met, and assuming no substantial
changes are made to the proposal or the form of lease during the development approval process,
the lease will be executed by both parties without returning to Council. Council will have the
opportunity to review and approve the detailed plans for the project during the option period.
RESOURCE IMPACT
The proposed improvements, maintenance and operation of the property will be at no cost to the
City. EV will construct and pay for costs of the public restroom up to $75,000 which the City
will maintain. Since this public restroom w-ill replace a contracted porta-potty, the net increase
in maintenance costs for this restroom will be insignificant. The estimated total of fees to be
waived by the City for this project is $36,000 in building plan check and permit fees and $ ! 5,000
in Planning fees, for a total of $51,000.
POLICY IMPLICATIONS
Accepting the EV proposal and approving the option to lease is consistent with the
Comprehensive Plan policies related to historic structures and the Baylands, the City Zoning
Ordinance, park use, the Policy and Procedures for Leased Use of City Facilities, and the Sea
Scout RFP including Counci!’s stated preference that the Sea Scout building be used by groups
benefiting youth, seniors, wildlife and/or the environment. The fee waiver is consistent with
Policy and Procedures 1-25, Public!Private Partnerships.
ENVIRONMENTAL REVIEW
The optionee will be required to fi.flly comply ~4th all provisions of CEQA as may apply to the
specific development plans submitted t~e option peric
/
PREPARED BY:
" M~R’THA MILLER
Senior Financial Analyst
DEPARTMENT HEAD APPROVAL:
CARL . Director
Services
CITY MANAGER APPROVAL:
EMILY HARRISON
Assistant City Manager
CMR: 291:07 Page 8 of 9
ATTACHMENTS
Attachment A:
Attacbanent B:
Attactvnent C:
Attaclm~ent D:
Attactm~ent E:
Proposal from Environmental Volunteers
Proposal Evaluation Criteria
Option Agreement and Lease
Sunmaary of Option to Lease
Permit Fees to be Waived
Environmental Volunteers
CMR: 29I:07 Page 9 of 9
ATTACHMENT A
Draft #3 - 11/10/06
>>> PROPOSAL PACKAGE <<<
(With Option to Lease)
PROJECT: Environmental Volunteers EcoCenter Building (the former Sea
Scout Base)
THIS IS A PROPOSAL TO ACQUIRE AN OPTION TO LEASE FROM THE CITY OF PALO
ALTO FOR FORTY (40) YEARS THE BUILDING FORMERLY KNO~IN AS THE SEA
SCOUT BASE OR SEA SCOUT BUILDING.
PROPOSER
Name:Environmental Volunteers (The EV)
Attention: Allan Berkowitz, Executive Director
Address: " "~a9-1 East Bayshore Road
Palo Alto, CA 94303
Phone No. (650) 961-0545 (office)
The undersigned ("PROPOSER") hereby submits a proposal to the City of Palo ’Alto ("City") to
acquire a lease, more fully described in the Option to Lease Agreement (ATTACHMENT C) and its
exhibits, in accordance with the terms, covenants, and conditions contained in this PROPOSAL and
in the Option to Lease Agreement.
A. THE ENVIRONMENTAL VOLUNTEERS (THE EV) HEREBY PROPOSE THE
FOLLOWING:
1. Monetary Bid Items:
a) The EV agrees to pay to the CITY as purchase price for the option as set for[h in
Section 3 (PURCHASE PRICE OF OPTION) of the attached Option to Lease Agreement:
Five Thousand Dollars ($5,000.00)
b) Additional monetary bid items (including proposed rental during lease term):
One Dollar ($1.00) per year rental to be paid annually to the City" each
year on the anniversary date of the lease for the forty (40) years of the
lease.
2. Non-Monetary Bid Items (See also Attachment A, PROPOSED USE, PRESERVATION
A_ND DEVELOPMENT OF PROPERTY):
The Environmental Volunteers (The EV), a Palo Alto based nonprofit IRS
chartered 501(c)(3) charitable organization, proposes to rehabilitate and
prepare for adaptive re-use (in compliance with the Secretary of the Interior’s
EV.EcoCtrPROPOSALPACKAGE.#3:doc PROPOS:%L 11/13/2006 12:03 PM
Draft #3 - 11/10/06
Standards for Rehabilitation) and relocate, if necessary, to a location approved
by the City, the historic former Sea Scout Base building owned by the City.
During the term of the lease the EV organization, whose charitable mission is to
provide natural science education (via its more than 160 active volunteers) to
school aged children in classroom settings and on field trips to natural areas,
will use the rehabilitated building as its office headquarters, for storage of its
classroom visual aid materials and for meetings and training sessions of its
volunteer service providers, board members, donors, supporters and other
interested parties. In addition, to the extent possible, the EV intends to make the
building’s meeting spaces available periodically to compatible communiO~
groups, educational institutions and civic entities. The EV also plans to hold
training classes covering ecological subjects that will be available to Palo Alto
citizens and members of the general public. And, lastly, the restoration of the
building will, to every allowable extent possible, be performed with the goal of
being environmentally sensitive and responsive.
B. TEP, MS AND CONDITIONS
1. The EV has carefully read and fully understands this PROPOSAL document and the Option to
Lease A~eement attached to this PROPOSAL, including its exhibits.
2. The Option to Lease Agreement, and its exhibits, are an inte~at part of this PROPOSAL and
are attached to this PROPOSAL.
3. The EV warrants that it has the capability to successfully undertake and comptete the
responsibilities and obligations of the OPTIONEE and TENANT contained in the Option to Lease
Agreement and its exhibits.
4. A deposit in the sum of Five Thousand Dollars ($5,000.00), in the form of a Cashier’s or
Certified Check made payable to the City of Palo Alto, is hereby submitted with this PROPOSAL
and is attached hereto.
5. The EV’s deposit wil! be held by the CITY as a guarantee sectoring the obligations that the EV
agrees to assume in this PROPOSAL. In the event this PROPOSAL is accepted by the CITY, and
the EV fails to meet the terms hereof, the EV agrees that said sum represents a fair and reasonable
estimate of the City’s costs in preparing and solicitating this offering, and the EV further agrees that
said s~,km shal! be retaLned by CITY as compe_rtsation for these costs. Upon execution of the Option
to Lease A~eement, said sum shall, at the EV’s option, be returned to the EV or shall be credited
toward the Security Deposit required under Section 4(M) of the Option to Lease Agreement as
related to security deposit requirements of the LEASE. The EV’s deposit will be returned to the EV
if its PROPOSAL is not selected by the City or upon the City’s execution of an Option to Lease
Agreement with another successful proposer.
6. This PROPOSAL may be withdraw~ if not acted upon by the CITY within 30 days of
submittal.
-2-
EV.EcoCtrPROPOSALPACKAGE.#3.doc PROPOSAL tl/13/2006 12:03 PM
Draft #3 - 11/10/06
7. Within ten (10) days after notification of the acceptance of this PROPOSAL by CITY, the EV
will execute copies of the Option to Lease Agreement in duplicate and deliver to CITY the executed
copies of said Agreement, the required Securit)~ Deposit, and the balance, if any, of the purchase
price of the option as set forth in the Option to Lease Agreement.
8. The EV has fully completed the Proposed Use, Preservation and Development of Property
(Attachment A); the Proposer’s Questionnaire (Attachment B); and the Proposed Physical Changes
to Property portion of the Proposed Physical Changes to Property and Environmental Assessment
Worksheet (Attachment D). Attachment A; the completed Questionnaire (Attachment B); the
Option to Lease Agreement (Attachment C) with its exhibits, including the Lease (Exhibit I to the
Option to Lease Agreement); and the Proposed Physical Changes to Propert3~ portion of the
Proposed Physical Changes and Environmental Assessment Worksheet (Attachment D), are
attached to this PROPOSAL together with any appropriate or requested supplemental details. The
Environmental Assessment Worksheet portion of Attachment D will be submitted later as one of the
CONDITIONS PR~.CEDENT items requiring approval by the Real Property Manager under
Section 4 of the Option to Lease Agreement prior to exercising the Option by the OPTIONEE.
9. The EV represents that all of the information contained in or supplementing said
Questionnaire is true and correct to the best of the EV’s knowledge.
10. The CITY reserves the right to reject any or all PROPOSALS mad to accept that PROPOSAL
which will, in its opinion, best serve the public interest.
11. By submission of this proposal, the EV 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 the Questionnaire, and authorizes the release to the CITY of any and all information
sought in such inquiry or investigation.
12. ATTACHMENT A (proposed Use, Preservation and Development of Property),
ATTACI~IENT B (Proposer’s Questionnaire), ATTACHMENT C (Option to Lease Agreement),
and the Proposed Physical Changes to Property- portion of ATTACHMENT D (Proposed Physical
Changes to Property and Environmental Assessment Worksheet) are attached to and by this
reference made a part of this PROPOSAL.
13. The EV acknowledges and agrees that the Option to Lease Agreement and its e:~tibits,
including the Lease, may be subject to change and further negotiation with the CITY, if the EV’s
proposal is selected by the CITY.
ENVIRONMENTAL VOLUNTEERS
Allan Berkowitz, Executive Director
Corporate Seal
EV.EcoCtrPROPOSALPACKAGE.#3.doc
Date
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PROPOSAL 1!/13/2-006 12:03 PM
Draft #3 - 11/10/06
ATTACHMENT A
(To the Proposal)
ENVIRONi~IENTAL VOLUNTEERS ECOCENTER BUILDING
(FORMER SEA SCOUT BASE)
PROPOSED USE. HISTORIC PRESERVATION
_AND DEVELOPMENT OF PROPERTY
1. How the proposed use will satisfy a public need and benefit the City" and/or communiD~.
Occupancy of this building, located at the Palo Alto Baytands, by the Envirolmaental
Volunteers organization (the EV) for its headquarters, will enable it to better support its
important charitable mission serving local communities which is to:
Promote understanding of, and responsibility for, the environment through hands
on science education.
In addition, utilization ofthis building will al! also enable the EV to better benefit the City of
Palo Alto since, among the many other public needs that will be provided by the EV as
enumerated below, the EV currently provides volunteer staffing for Palo Alto’s Lucy Evans
Baylands Interpretive Center in partnership with the city..
The Environmental Volunteers organization is a nonprofit, IRS chartered, 501(c)(3) charitable
entity, founded in t 972. k accomplishes its charitable mission through the donated services of
160+ trained volunteers who axe supported and coordinated by a small paid administrative staff
of only seven (five full time and two part-time). Now entering its 35th year of providing
important community services, the EV can look back proudly at having served over 300,000
school children during that time in Santa Clara and San Mateo counties.
In the EV’s most recently completed fiscal year (ended June 30, 2006) its accomplishrnents
included the following:
Total number of children taught: 10,428
Number of students taught in EV classroom programs: 7,590
Number ofchiidren taught on i29 EV field trip programs: 2,838
Number of adult chaperones educated while on field trips: 473
Number of classroom services: 345
Number of teachers served: 474
Number of schools served in Santa Clara and northern San Mateo counties: 70
Each of the EV’s volunteers participates in either a comprehensive semester long training
program accredited by San Jose University’s Education Department, or in month-long single-
subject training sessions on one oft he required scientific subjects.
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Fulfilhnent of THE EV’s mission is pursued by its volunteers who teach specific,
ecologically-oriented.science topics in classroom settings (prhnarily local elementa_ry schools) as
well as lead field trips to appropriate sites using local Bay Area environments. Topics currently
being offered include:
Baytands Ecology
Foothills Ecology
Marine Ecolo~-
Earthquake Geology and Preparedness
Early California Indian Life: An Environmental Focus
Water Science and Conservation
Nature in Your Neighborhood
All About Birds
Teaching is done exclusively in small groups with hands-on methodology.
Field Trip Sites include: Palo Alto Baylands, Sunn~wale Baylands Park, Stanford University’s
Jasper Ridge Biolo~cal Preserve, Stevens Creek County Pare Los Trancos Open Space
Preserve, Rancho San Antonio Open Space Preserve, Huddart Park, Fitzgerald Marine Preselwe
and Pillar Point Tidepools.
2. The degree to which public access will be provided by the proposed use, including fees to
be charged to Palo alto citizens.
The goal of the EV in occupying this important historic building is to help provide public
access in several primary ways:
A. After rehabilitation and adaptive re-use, including relocation if necessary, a key feature
of the building to be rehabilitated is the very large, two-story high central room of over 1,000
square feet in area. This room will be ideal for holding large meetings, training sessions and
other associated uses. It is the hope of the EV that in addition to serving the organization’s
important training and service needs, it will be possible to periodically accommodate other
groups who might also find it useful to use this meeting space. Organizations such as community
groups, educational institutions and civic entities might find this space inviting, especially due to
its proximity to the adjacent wildlife-filled marshlands, the Palo Alto Duck Pond and Palo Alto’s
nearby Lucie Evans Baylands Interpretive Center. At present time there has been no thorough
analysis given as to what fees, if any, might appropriately be charged for use by such groups,
however, the desire of the EV would certainly be to primarily cover its variable costs for any use
or events plus obtain some contribution to associated overhead expenses. Additionally, the EV
intends to conduct ecologically oriented classes at the site that vdll be of interest to Palo Alto
citizens and members of the general public who may vdsh to attend.
B. The EV is planning to include two types of exhibits in the building that would be open
to public viewing and should be interesting to anyone interested either in Bayland Ecology
and/or environmentally sensitive "green" buildings:
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1) The EV plans to have an educational exhibit related to Bay Area flora and fam~a.
This is likely to be a periodically changing exhibit emphasizing topics associated with mission
related aspects of the EV training.
2) Another exhibit planned would be one that would highlight the various
environmentally sensitive features that are anticipated to be introduced into the building’s
rehabilitation (as compatible with the Secretary of the Interior’s Standards for Rehabilitation of
Historic Buildings). This might include explanations about, and exanaples o~ certain types of
insulation, certain flooring materials, usage of hidden-from-view solar panels for heating, special
windows and the like.
C. One unfortunate aspect of the building in its current state and location is that it blocks
access to what should be a publicly available Bab~ont Trail. It has long been a loca! and regional
goal that this trail could s -kirt the bay and marshlands and run along in from of the building. As
noted above, however, the building presently sits practically on top of the seawall prohibiting
anyone from walking along its bay- front, unless done in a very unsafe and certainly
unrecommended way. Consequently, in its present state the Bas~ont Trail officially circles
around the building on the side away from the bay. However, with the strong probability that
rehabilitation of the building will also require that it be moved to higher ground, such a move
may be potentially accomplished in a way that would also allow for more space between the
building and the bay and therefore result in a!!ov¢ing the Bayfront Trail to skirt the bay as
intended. Thus public access to this important trail would have been finally restored to its desired
route.
3. How the proposed modifications to the property will be responsive to the Secretary’s
Standards for Rehabilitation of Historic Buildings (attached as Exhibit II to the Option and
Lease Agreement).
The EV has contracted for an Historical Structures Report (HSR) by the firm of Preservation
.~rchitecture of Oakland, California which has conducted an investigation and evaluation of the
building in accordance with California’s Office of Historic Preservation guidelines (which
ensures compliance under both Federal and State historic statutes). Based on the findings and
recommendations of this report, and working with the EV’s architects (Co@, Anderson and
Wasney of Pa!o Alto) and under the guidance of Palo Alto’s Historic Resources Board, the EV
will develop a plan to restore the building as close as possible to its original state in consonance
with current building, disability (ADA) and other requisite code requirements and certain
specific needs (as long as allowable) of the EV’s for interior space utilization and desired
environmental sensitivity enhancements to the buiiding as appropriate and permitted.
In response to the Standards for Rehabilitation set forth by the SecretaD~ of the Interior the
follow~ing observations by line item are offered:
1. Basically no changes to the defining characteristics of the building and its site and
environment are contemplated or expect to be proposed other than the need, as previously
identified by the CITY, to relocate the building to neat’by higher gound.
2. Historic character shall be retained and preserved and no alteration of the defining
spaces that characterize the building will be proposed. This will mean retaining the
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overall character and layout of the large central meeting area. No exterior changes are
contemplated and the chief contemplated changes to the interior will entail enhancements
to the non-historic office and "rig~ng" or general workplace areas plus required ADA
and other applicable code up~ades and!or alterations.
3. There is no current evidence that any exterior changes have been made to the exterior
over time and none are contemplated.
4. As no changes have been made, there is nothing of historical significance that has been
added and needs to be retained.
5. All distinctive features of craftsmanship will be restored and maintained.
6. All deteriorated historic features will repaired rather than replaced to the extent
possible and practicable and will match the old features in design, color, texture and
visual qualities. There is no current evidence of any significant missing features needing
replacement other than portions of the deck on the waterfront side of the building.
7. All cleaning shall be undertaken using gentlest possible means and chemical or
physical treatment such as sandblasting shal! be assiduously avoided.
8. No archeological resources of any si~ficance are expected to be found, ffthey should
be they will be evaluated and a plan developed for protection and!or mitigation as
appropriate and advisable.
9. No new additions, exterior alterations, or related new construction is planned. The only
possible exterior alterations contemplated would relate to the addition of solar roof panels
if they could be added in a mariner that would keep them unobservable to a passerby.
10. No new additions or adjacent or related construction should be needed nor are
contemplated.
4. Describe the plan for relocation and rehabilitation to be performed to the property as
per Section II (C) (2) of the Information Flyer.
Essentially the plan for rehabilitation adaptive re-use will be in accordance ,~4th the CITY’s
prior analysis that the building needs to be at a higher elevation in order to ensure that it is high
enough to avoid the past problems related to water incursion from high tides, in addition, the
building has reportedly sunk approximately 30 inches since it was constructed in 1941. While it
might be feasible to adequately elevate the structure and provide a new foundation at its current
location, that alternative seems less preferable, and likely more expensive, than relocating it a
short distance to nearby adjacent higher ground as identified by the CITY. In addition relocating
the building will likely better allow for restoring the Bay-f-ront Trail in front of the building rather
than keeping it behind the building as it is now.
The EV and its architects and ad~dsors will evaluate and analyze both possibilities, and also
consult with the various permitting agencies and entities, and then propose to the CITY the
alternative that, in their judgment, best provides the optimum solution for achieving the various
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parties’ overall desired outcomes for a properly functioning, and faithfully rehabilitated historic
building at this very special site.
Rehabilitation of the building is intended to include restoration of the outside of the building
aimed at retaining, and to some extent enhancing, it’s unique historical and architectural
character. No exterior changes are contemplated other than the possibility of restoring and/or
replacing some features that have deteriorated or been destroyed over time (such as windows,
railings, building trim and portions of the seaward deck). Any such work will be conducted in
accordance with the Secretary of Interiors’ Standards for Rehabilitation as noted previously.
The only physical changes contemplated will be related to the adaptive re-use of the interior
of the building in order to enhance the usability of the ta¥o wings of the building for of-rice space,
a utilities room, a smal! meeting room, storage and equipment rooms and other t3~pical office
infrastructure needs. In addition the restroom facilities wilt be remodeled and upgraded to
comply with American Disability" Act requirements. The main central room will be largely
retained in its present form although, due to lack of attention and some misuse, it will need to be
restored and upgraded to more appropriately match its origina! character.
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ATTACHMENT B
(To the Proposal)
ENVIRON-M~ENTAL VOLUNTEERS ECOCENTER BUILDING
(FORMER SEA SCOUT BASE)
PROPOSER’S QUESTIONNAIRE
How did Environmental Volunteers (the EV) learn about this proposal offering?
Word of mouth via contact by Karen Holman, member of the Palo Alto City
Planning Commission.
I. PROPOSER.
Environmental Volunteers
3921 East Bayshore Road
Palo Alto, CA 94303
Phone No. (650) 961-0545 Fax: (650) 961-0548
E-mail: allan@evols.org (Allan Berkowitz,Executive Director)
Proposer intends to operate as a California nonprofit corporation.
II. SOLE PROPRIETOR STATEMENT.
Not applicable.
IH. PARTNERSH~ STATEMENT.
Not applicable.
IV. [Section not found in CITY supplied document]
V.NONPROFIT CORPORATION STATEMENT
1. Copies of the following documents are attached:
a. Articles of Incorporation dated September 25, 1978 and filed on
November 1, !978.
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b. Bylaws including revisions thru August 4, 2006.
c. IRS code Section 501(c)(3) tax exempt determination letter dated May
24, 2002, addressed to the EV at its current location, which refers
to the IRS’s original tax exempt determination letter dated May t979,
and each of which acknowledge the EV’s tax exempt status under IRC
Section 170(b)((1)(a)(vi).
d. The state of California’s dated January 26, 1979 ac ~knowledging the
organization’s tax exempt status under California Section 23701 d.
2. The mission statement of the Environmental Volunteers is as follows:
"To promote understanding of, and responsibility for, the
environment though hands on science education."
3. A copy of the Environmental Volunteers organization chart is attached
showing management and staff.
4. A list of the Board of Trustees, their city of residence, occupations, and
dates of service on the Board is attached. Also attached are brief
biographical summaries of each Board member.
5. The EV Board of Trustees meets monthly (although it may occasionally
skip the August meeting).
6. The average attendance at EV Board meetings for the last year was 85%.
VL JOINT VENT~ STATEMENT.
Not applicable.
VII. FINANCIAL DATA.
A. FINANCIAL STATEMENTS
Complete audited financial statements, prepared in accordance with
generally accepted accounting principles, and reflecting the EV’s current
financial condition and that of the previous five years, are attached.
B. SURETY INFORMATION
The EV has never applied for or obtained a bond nor has it ever
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EV,EcoCtr.Option.AttachmentB..#3.doc ATYACt~tEN2F B 11/13/2_006 12:05 PM
had a bond or surety denied, canceled or forfeited.
Draft #3 - 11/10/06
C. BANKRUPTCY INFORMATION
The EV has never filed for bankruptcy nor been declared bankrupt.
D. PROPOSED METHOD OF FINANCING
REPAIRS/IMPROVEMENTS/USE/OPERATIONS
In June of 2004 the EV created an internal Task Force of Board members
for the purpose of conducting a feasibility study to determine whether
undertaking the restoration, rehabilitation and, possibly, re!ocation of the former
Sea Scout Base building, in order to take it over for use as the long term EV
headquarters, would make short and long term sense for the organization given
that the CITY was offering the EV a long term lease of the building for $! .00
per year.
Upon completion of the study, the findings of which indicated that such a
project would be feasible and in the long term best interests of the organization,
the Task Force then performed a cost analysis to determine what funding would
be required to complete the project successfully. This analysis included an
assessment of not only what funds would be necessary for the short term
restoration and relocation (if necessary), but also additional funding needs for
covering the organization’s overhead and administrative costs during the several
years that the project would be underway as well as creation of a long range
capital poo! for funding major maintenance and repairs that might be needed in
the future (e.g., new roofing 20 years out). In addition the budget included
funding for potential unforeseen contingencies. The result of this financing
analysis was that the EV would need to raise $2 million to adequately cover the
overall short and long term costs of the project. A copy of the $2 million capital
campaign budget that was developed is attached as Exhibit 1 to Attachment B.
Once the campaign goal was established the EV began solicitating
donations and pledges to raise the $2 million and by late 2005 a total of
approximately $1.7 million had been either raised or committed for the project,
anchored by a $1 million grant from the David and Lucille Packard Foundation.
The latter grant was received in full by the EV in December 2005 at which time
the Board felt it was in a position to approve committing the organization to
moving forward and undertaking the project.
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As of November 10, 2006 the total campaign funding of $1,722,500 has
either been received, pledged or contingent (upon satisfaction of certain fund
raising goals) as follows:
$1,057,000
615,000
50,000
$1,722,500
Received and on hand.
Pledged based on achieving certain project
milestones such as signing a lease.
Contingent on certain fundraising goals which have
now been 87% reached
TOTAL raised or committed to date.
Thus the EV is now less than $280,000 away from reaching the full
campaign goal of $2 million with at least 9 months remaining before the
majority of the funds will be needed (and longer for funding of the future long
term maintenance and repair capital pool).
The EV’s capital campaign will continue its process of raising the remaining
funds necessary to reach the full campaign goal. Additionally it should be noted
that interest income earned on the funds received to date has already reached
approximately $30,000 and it is projected that approximately $40,000 more will
be received over the next 12 months ($70,000 total).
Eo FELONY INFORMATION
None of the officers or directors of the organization have ever been
convicted of a felony.
VHL EXPERIENCE STATENIENT
The EV has created a special Project Management Group (PMG) made up
of three current Board members and three former Board members. The function
of this group will be to oversee all aspects of the project including such items as
approving the engagement of professional contractors and consultants;
periodically reviewing budgets and updates of financi!l forecasts; making
reports on progress and achievements to the EV’s Board; and ensuring that the
project remains on track. Please see list of PMG members and biographical data
attached as Exhibit 2 to Attachment B.
One of the former Board members has recently been involved in
overseeing and managing a somewhat similar project. That project entailed
working with the City of Palo Alto on planning, permitting and building an
interpretive center at Palo Alto’s Enid Pearson Arastadero Open Space Preserve.
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Two of the Board members, now retired, had extensive corporate, senior
management business experience during their working careers.
In addition to the above, and in order to ensure that adequate hands on
expertise will be available to the EV throughout the project, a professional
Project Manager has been hired to oversee and coordinate the activities of
planning; permitting; hiring of consultants and contractors; interfacing with
CITY staff and CITY review boards; and working with community groups as
necessary. The Project Manager is Maryanne Welton who has had over 28 years
experience in coordinating project teams for an award-winning architecture
filth; providing project management on community buildings and feasibility
studies; and in working with CITY staff members. She is a Palo Alto resident
and is currently employed at the Palo Alto based architectural firm of Rob
Wellington Quigley, AIA where she serves in the roles of Vice President,
Project Manager and Business Manager. Her resume is attached as Exhibit 3 to
Attachment B.
Lastly, the EV has engaged the Palo Alto headquartered architectural firm
of Cody Anderson Wasney as its architectural consultant and design provider
and the Palo Alto headquartered construction firm of Vance Brown Builders as
its prime contractor.
Cody Anderson Wasney (CAW) is well versed in historical restoration work
and has received many awards for its work in this field, some which are related
to buildings in Palo Alto including one from the Palo Alto Historical Society for
the Waverley Oaks Renovation. Other notable projects accomplished by CAW
include the 530 Ramona Street Renovation in Palo Alto, the Museum of
Anaerican Heritage Renovation in Palo Alto and the Allied Arts Guild
Renovation in Menlo Park.
Vance Brown Builders is also very well know locally having provided
consWaction for many loca! projects such as the Palo Alto YMCA, Castilleja
School, and E~ia Restaurant in Palo Alto; the Allied Arts building in Menlo
Park; and the Arrillaga Family Sports Center, the Taube Family Tennis Stadium
and the Avery Aquatics Complex on the Stanford campus.
E~. REFERENCES.
REFERENCE No. 1
EV.EcoCtr.Option.AttachmentB..#3.doc ATTACHMENT B 11/13~006 12:05 PM
David Coale, Building Manager
Peninsula Conservation Center
3921 East Bayshore Road
Palo Alto, CA 94303
Draft #3 - 11/10/06
Phone: (650) 962-9876 ext. 309
The Peninsula Conservation Center is the EV’s landlord at the building where
the EV has had its headquarters over the last 10 years. The building is jointly
owned by a consortium ofnonprofits and a representative from the EV’s staff
participates on the building management committee.
REFERENCE No. 2.
Michael Brierly Phone (888) 427-5224 ext. 220
Customer Service Supervisor Fax (831) 465-6684
California Association ofNonprofits (C.A.N.)
820 Bay Avenue, Suite 230
Capitola, CA 95010
The Califc~mia Association of Nonprofits is a statewide membership
organization of over 1,700 diverse nonprofits and is dedicated to protecting,
strengthening and promoting nonprofit organizations in California. The EV has
worked with C.A.N. as an educational and technical resource, as a network
facilitator and for assistance with risk management and cost savings.
REFERENCE No. 3
Jordan Walters, Vice President
Salomon Smith Barney
225 W. Santa Clam Street
San Jose, CA 95113
Phone (408) 947-2203
Salomon Smith Barney serves as the Investment Manager and Advisor to the
EV for funds being held by the organization. The EV maintains three different
brokerage accomnts with the f!_rm. One consists of the organization’s basic
operating funds and is generally in the range of $150,000 to $250,000. These
funds are all invested in short term instruments. Another account consists of an
Endowment Fund in the amount of approximately $220,000. This is invested
long term allocated 60% to equities (mutual funds as advised by Salomon Smith
Barney) and 40% to fixed income investments. The third account is for
EcoCenter (Sea Scout Base) Building Project Fund. It cm:rently holds
approximately $1,000,000 and is totally invested in short term instruments
consisting primarily of certificates of deposit of $95,000 or less, that have
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maturities ranging from 3 to 12 months, and money market funds invested in
short term U.S. Treasury securities..
REFERENCE No. 4
Dennis Costa, CPU Phone (877) 669-5101 (toll free)
President Fax (877) 669-5109
Nonprofit Services Insurance Agency
2843 Hopyard Road, Suite 169
Pleasanton, CA 94588
Nonprofit Services Insurance Agency is the EV’s insurance broker for
providing liability insurance, health insurance, workman’s compensation
insurance, fire and theft insurance and other insurance needs.
X. METHOD OF OPERATION
The EV plans to restore, rehabilitate and relocate, if necessary, the former
Sea Scout Base building to use as its office headquarters and for conducting its
important, ecologically oriented, natural science mission. The EV has engaged
the well known and respected Palo Alto based architecture firm of Cody Wasney
Anderson (CAW) to advise it on how to restore and rehabilitate the exterior of
the building to most optimally retain its historic look and character and also on
how to best remodel the interior of the building to serve EV’s near and long term
operating needs in consonance with retaining significantly important historical
interior features. CAW will also be working to help incorporate environmentally
sensitive materials and features into the restoration wherever possible in order to
help create a "green" building to the extent feasible under the various codes and
standards that have to be honored in the process. CAW has had extensive
experience in restoring historic buildings, in working on such sites within the
city of Palo Alto, and with incorporating enviromnentally sensitive features into
buildings on which it has been involved.
Once the building has been moved to its new site, if necessary, and has been
restored and rehabilitated based on final CITY approved plans, the building will
then be occupied by the EV as it headquarters (and for conducting its mission
oriented activities as enumerated above) for the duration of the lease and, very
likely thereafter as well, CITY permitting.
XI. FINANCLAL INFORMATION
Please refer to Exhibit 4 attached for the projected costs of all aspects of this
project over all the phases of planning, design, engineering, permitting,
relocation (if necessary), construction, remodeling, decorating and move-in.
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Approximately 85% ($1.7 million) of all budgeted costs for the project will
be covered with funds already raised for and committed to the EV by various
individuals and foundations. Only 15% ($300,000) of the budget remains to be
raised, and the intended use of that portion of the budget is mostly related to
establishing reserv’es for furore major maintenance and repair items (such as
periodic re-painting and, at some time during the lease, re-roofing).
A. ESTIMATED CONSTRUCTION COSTS
For detailed analysis of the project’s full projected planning, design,
permitting, engineering and construction costs please also refer to Exhibit 4.
B o PRO-FORMA ANALYSIS
Since the EV does not intend to be a landlord nor plan to rent out space
in the EcoCenter building, but will occupy it as its organizational headquarters,
it is not felt that a 5-year pro-forma analysis of rental income and expenses
would be instructive. Instead, please refer to Exhibit 5 attached which shows the
EV’s Operating Budget and Results for its fiscal year ended June 30, 2006
(including actual results versus budget) and its approved budget for the fiscal
year ending June 30, 2007. As can be seen the EV’s Operating Budgets do not
change si~tificantly from year to year so any subsequent year budget
projections would be similar, though slightly higher in most categories shown
(other than occupancy expenses which would be lower due to the reduced rental
expenses related to the EcoCenter building).
XIL OTHER INFORMATION
The Environmental Volunteers organization has proven itself to be an
important and effective nonprofit member of the Palo Alto area community for
some 35 years. It has grown from a small group of dedicated volunteer docents
into a vibrant force of over 160 dedicated docents who last year provided natura!
science education instruction in 70 peninsula area schools involving over !0,000
individual student services. The EV has thus developed a strong track record of
organizational competency, effective community leadership and fiscal
responsibility. Over the years the EV’s supporters have helped it create a
$217,000 endowanent fund, build operating reserves on the order of $175,000
and now raise a capital fund of $1.7 million (soon to be $2 million) that will
ensure adequate fiscal backing for carrying out the important EcoCenter project,
including funding of future major maintenance and repair reserves, as outlined
in this Proposal.
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E¥.EcoCtr.Option.AttachmentB..#3 .doc ATI?AC~IENW B 11/13/2006 12:05 PM
EXHIBIT 1
(to Attachment B)
ENVIRONMENTAL VOLUNTEERS ECOCENTER
CAPITAL CAMPAIGN BUDGET
RENOVATION, REHABILITATION AND CAPITAL COSTS
Move-in Costs (2005 to 2009):
Design, development and oversight costs
Legal Advice
Project Manager
Permits
Architect
Subtotal design,development and oversight
Building Renovation, Rehabilitation and Relocation
Utility hook-ups
Civil/Soils engineering
Foundation and relocation
Renovation, rehab & construction
Subtotal renovation, rehab and relocation
Furnishings
Renovation, rehab and construction contingencies
Pre Move-in insurance
Total building project costs
EV Project oversight, monitoring & admin, ccosts
Total initial project move-in costs
Less: Anticipated city transer of development rights funding
Net initial project move-in costs
Other Capital Costs and expenditures (2010 to 2039)
Reserve for periodic major maintenance & repairs
Reserve for unexpected capital needs and
overall project contingencies
Subtotal other
TOTAL BUDGET
$15,000
$50,000
$50,400
$156,000
$271,400
$25,000
$20,000
$105,000
$1,195,000
$1,345,000
$50,000
$85,000
$55,500
$1,806,900
$146,000
$1,952,900
($250,000)
$1,702,900
$205,000
$92,100
$297,100
$2,OOO,OOO
EV.ECOCENTER. Lease.F.R.Summary.Budget.XLS 11/1212006 1:13 PM
EXHIBIT 2
(to Attachment B)
ENVIRONMENTAL VOLUNTEERS ECOCENTER
PROJECT MANAGEMENT GROUP (PMG)
Chairperson: Jerk" Hearn, Portola Valley - B.A. Anthropology, Stanford University.
Currently Upper Schoot teacher, Peninsula School, Menlo Park. Was member of the
Environmental Volunteers Board of Trustees for 10 years. Appointed as the EV’s
representative to the planning task force for the Arastradero Gateway Facility (at Palo Alto’s
Enid Pearson Arastradero Open Space Preserve) because of his extensive planning and
building experience. Has remained invotved in oversight of that building effort througah his
association with the Acterra Arastradero Preserve Project. Spent 10 years operating an
independent contracting business. Current member of the San Francisqnito Watershed
Council and the Santa Clara County- Comnmnity Resource Committee; former member of the
Portola Valley Creekside Corridor Committee, the Stanford Dish Advisory Committee, and
the San Mateo Fish and Wildlife Advisory Committee.
Treasurer, Robert McIntyre, Palo Alto - A.B. Sociolo~7, Stanford Urfiversity, M.B.A
Harvard Business School. Currently retired. Formerly Senior V.P. Finance and CFO of The
Trust for Public Land, San Francisco, for 30 years. Environmental Volunteers Board member
since 1984, CFO and Chairman of the Finance Committee since 2004. Currently serving as
Board member, CFO and Chairman of the Finance Committee of the Sempervirens Fund,
Mountain View; Board member and Co-Chairman of the Finance Committee of the Stanford
Historical Society; Advisory Board and Audit Committee member of the Peninsula Open
Space Trust, Menlo Park; and Advisory Committee of the Dorothy Erskine Open Space Fund,
San Francisco. Formerly served as Advisory Board member of the Matin Headlands Advisory
Commission; Advisory Committee member of the Resource Renewal Institute, Sausalito; and
Board member and Co-Chairperson of Families Adopting Interracially, San Jose. Palo Alto
resident since 1946. Listed in Who’s Who in America.
Bob Dodge, Portola Valley - B.A. Education, Central Washington University, M.A. Special
Education, Boston University. Retired teacher of blind and visually impaired children in
punic and private schoots in four states. Active Environmental Volunteers docent since i989
and former Board member. Former board member of numerous state and national professional
organizations.
Jan Femvick, Los Altos Hills - B.A. Political Science, Middlebury College; M.A. Education,
Stanford University,. Honored by the Los Altos Town Crier as the 2005 Los Altan of the year.
Recipient of the Josephine & Frank Duveneck Humanitarian Award in 2000. Has been an
active docent with the Environmental Volunteers for over 30 years where she also served in
the past as President and Board member. Past President of Morning Forum of Los Altos, the
Foothill Commission and the Purissima Hills Water Board. Taught 4th and 5th ~ades in San
Carlos School District for four years.
Joyce Friedrichs, Menlo Park - B.S. Elementary Education, University of Colorado.
Curriculum Development Manager for Galileo Education Services a company operating
summer camps where children engage in science, art and outdoor activities. Former CEO
BizWorld Foundation, an organization teaching children in grades 3 thin 8 how to start and
run their own businesses. Nine years experience spent in educational publishing as math and
science consultant and product manager developing science series for students in grades K
thru 6. Board member and chairperson (since 2002) of the Enviromnental Volunteers where
she has served as an active docent since 1982.
Stan Mantell, Palo Alto - B.S. Industrial En~neering, Syracuse University. Retired.
Business career included various senior management and entrepreneurial positions in the
Silicon Valley high tech industry. Board member of the Environmental Volunteers since t999
and active docent since 1996.
EXHIBIT 3 AVmchmen B)
660 Kendall Avenue, Palo Alto, CA 94306 650.269.3341
Objective
My goal-is to use my project management expertise, facilitation skills, and camJn’r~ent to quality design to help
create public faci~d~es in my community.
Qualifications
28 years of experience in coordinating projectteams for an award-winning architecture firm
Extensive project management experience on community bmld’m, gs and feasibility studies
Understan~r~ng of the community’s expectations for high design standards and involvement
Expertise in facilita’dng public outreach during the design proces~ to ensure cormnunity compatibility
Established working relationships with many C’~y of Palo Alto staff members
Familiarity With the City of Palo Alto’s review and approval process
Connections with a wide range of commup~zy members baseri on my eleven years of civic involvement
199~ to present: Vice President, Palo Ai~ office
Head of Northern CaSfomia branch office. Responsilde for project management and business de~m.lopment for
commun’f~/bui]din9s, affordable .housing, and plannin9 projects. Du~es include:
o Develop project program requirements, scope of work, budget, schedule and approval processoPrepare buZld;~g program, project objec~ues, and evaluation criteria for consideration of alternatives and
preferred options
o Prepare feasibiE¢/studies and explore site and phasing options
o Manage and ~rectprofessionai afffrom pP-~-designthrough constru~on
o AdmJnistar consultant contracts including contract negotiations and development of selection process,
scope of work, schedule, budget, and deliverabtes
o Coordinate public review and approval process, including presentations to appoL~ted and elected boards
and com.~ssions ~,
o Organize and faci~le community meetings for pu.blic input into design of buildings and planning projects
~Coordinate implementation of LEED criteria and cert~fica~on
~Ensure implementation of program goals from design through post-occupancy evaluation
o Prepare technical r~ports and documents required for presentation and.submittal to governmental agencies
for approval and entity, ement process
=Coordinate rnu~pteclient groups to ensure project object~zes are met
o Represent firm as spokesperson to print and TV mediaoDevelop business contacts and marke~ng program to obtain projects
~978 ~o 199~: Project ~anager. Bus’mess ~anager. and ~a~ng Die,or. ~ ~ege
in ad~on ~ pmje~ m~age~ d~ F~d abe, ~sp~b~es ~clud~:
=Coor~ ~n9 and sched~g ~r ag d~ p~
.C~ina~ human m~urce ~s, inching manag~e~ ~ pe~nnel, compens~on and bene~
pac~ges
~0~ee co~a~ne~afio~, ~su~nce ~q~me~, and ~ances
=D~op b~n~ co~ and lead m~g and pubfic ~l~o~ ~
~~epam ma~n9 ~ and p~~ ~r ~ar~ pm~, publica~o~ and ie~
~Sup~ pro~icnal and ad~~e ~ membem
1976 to 1877: Various Companies, Secretary and Bookkeeper
1975 to t976: Wayskle inn, Pastry Chef, [(ermebunkport, Maine
1973 to 197~ Secretary and Payroll Cier~ Xerox Corpora~on, Boston, Mass.
Project ~anagen~ent E×perienceoCommunity Buildings
WestValley Branch Library, San Jos~
Sun Field Station, Jasper Ridge Biological Preserve, Stanford University
Linda Vista L~rary, San Diego
Half Moon Bay Library Needs Assessment Study, Half Moon Bay
Huntington Beach Library Site Analysis and Feasibility Study, Huntington Beach
Carlsbad library and City Hall Space Needs and Feasibility Study, Carlsbad
Chula Vista Library Site Analysis and Expansion Study, Chula Vista
Sherman Heights Community Center and Child Care Center, San Diego
Tijuana River Estuary Visitor Center,. imperial Beach
Saint David’s Episcopal Church, San Diego
Unitarian Universalist Fellowship Hall, Solaria Beach
Planning Studies
Pale Alto Intermodal Transit Station Study, City of Pale Alto and Stanford University
Mayfield Housing Study, City of Pale Alto and Stanford University.
San Jos~ State University Garage Master Plan, San Jos~
Tanforan/BART Feasibility Study; San Bruno
Selene Beach Transit Center Master Plan, Solana Beach
Newport Avenue Design Guidelines and Revitalization Study, San Diego
Ocean Beach Waterfront Planning Study, San Diego
Imperial Beach Beachfront Master Plan, Imperial Beach
Orange Avenue Design Guidelines, Coronado
Fontana Civic Center Design Charette, Fontena
Housing Projects
Opportunity Center of the Midpeninsula, Pale Alto
Case Feliz, San Jos~
Arboretum Housing Feasibility Study, Stanford University
Alma Place, Pale Alto
McKee Senior Housing, San Jos~
Blossom Hill SRO Feasibility Study, Sen Jos~
Alameda SRO Feasibility Study, San Jos~
Esperanza Family Housing, Encinitas
Education
Advanced Management Inst~. ute, Project Management
Leadership Midpeninsula
Georgetown University, Languages and Linguistics
Community Activities
o Docent, Jasper Ridge Biological Preserve, Stanford University
o Vice President, Zoning and Land Use Chair, Barren Park Association
o South E! Camino Real Design Study Working GroupoSafe Routes to School CommitteeoArastrader0 Gateway Facility Task ForceoPTA positions, including President, Treasurer, Site Council Chair, PTA Council Rep, newsletter editor,
classroom volunteer (Juana Briones, Barren Park JLS, Terman and Gunn)o Housing Action Coali~on, organizer of Whi~e Stop Housing Tours, speaker for outreach programs
o Guest lectures and critiques, Urban Design and Architecture studios, Stanford University and UC Berkeley
References
Frank Behest City Manager, City of Pale Al~o
Steve Emslie Director of Planning, City of Pale Alto
\Bill Fellman Real Property Manager, City of Pale Altol~reg Betts ,/’Supervisor Open Space & Science, City of Pale Alto
Cathy Howard ~ Principal, Barren Park Elementary School
Marlene Prendergast ~/Director, Pale Alto Housing Corporation
650.329.2563
650.329.2354
650.329.2472
650.463.4906
650.858.0508
650.32t .9709
ATTACHMENT B
Former Sea Scout Building Request for Proposals
Proposal Evaluation Criteria
(based on the City’s policy for the Leased Use of City Land/Facilities)
The extent to which the proposed leased use satisfies a public need or provides
public benefit;
The extent to which the proposal is responsive to the guidelines and standards for
historic preservatioi~/rehabilitation;
o The consistency of the proposed use with existing City goals and objectives (as set
forth in the Comprehensive Plan, Zoning Ordinance, Baylands Master Plan, and
general municipal services objectives);
The impact of the proposed use upon the immediate vicinity/neighborhood, the
community generally and environment;
5.The de~ee ofpubtic access and fees to be charged to Palo Alto citizens;
6.The monetary and non-monetary consideration to be provided to the City;
The history and assessment of the proposer’s ability to finance and carry out the
construction, operation and maintenance of the facility and services as proposed;
and
A five-year pro-forlna financial analysis of the proposed use, setting forth the
project revenues and expenses for this period of time.
ATTACHMENT C
Project: Sea Scout Base
2560 ~ ~ -’=~~.mba~ c~a~ ~_ o Road
OPTION TO LEASE AGREEMENT
This Agreement is made this day of , 200_, by and
be~’tw~.==n the City of Palo Alto, a California municipal corporation
("CITY"), and the Environmental Volunteers, a California non-profit
corporation ("OPTIONEE"
RECITALS
CITY owns the building located at 2560 E.,mbarcadero Road in the
City of Pa!o Alto, Santa Clara County, commonly referred to as
the Sea Scout Base (the "PROPERTY"), more specifically
described and shown in Exhibit B to the Lease attached hereto
as Exhibit i (the "Lease"), which Lease is made a part hereof
by this reference.
CITY, in compliance with its Policy and Procedures !-ii,
published a Notice of intent to Award an Option to Lease on
or about June 8, 2007.
C o "OPTiONEE desires to obtain an exclusive option to lease the
PROPERTY, in accordance with the terms and conditions of
this Agreement and the Lease, for the purpose of, among
other things, rehabilitating, and re!ocating the building if
necessary, for adaptive re-use as its administrative
headquarters for conducting its mission; providing
environmental educational programs and exhibits open to the
public; improving and maintaining a portion of the Marsh
Front Trai!; improving the property in accordance with
historic preservation and environmental guidelines; and
arranging for the construction of a public restroom facility
near the Duck Pond ("Project").
CiTY desires to grant an exclusive option to OPTIONEE to
lease the PROPERTY, during which time OPTIONEE shal! develop
specific plans, obtain financing, and satisfy other
conditions set forth herein prior to exercising the option
and leasing and developing PROPERTY under the Project, in
accordance with this Agreement and the Lease.
NOW, THEREFORE, in consideration of the premises set forth above,
the parties hereto mu~uai!y agree as follows:
!.GRANT OF OPTION
CITY hereby grants to OPTIONEE an exclusive option to lease the
PROPERTY for the purposes of developing and operating the Project,
subject to the terms, covenants and conditions set forth below and
2.TERH OF OPTION
mhe term of the ~i~(24os~_~.~.~ granted’ ~ ....~--shall 1 _.......n~r~u~_~@~r ~ twenty-four )
months, and shall commmnpm uDon execu:ion of this.................. _~:~r~m~n~ by the
Zhe CITY.
¯o,v P ION3 PURCHASE :R_C= OF OPT
The purchase price of the option under this Agreement shall be five
thousand Dollars (SS,000), due and payable to CITY upon the
~ r~~~iTY _..execution of this ~g_~ement by ~r~~.C shall retain
z~ve ~._ousand Dollars (S5 000) purchase price even i: OPTIONEE does
not ultimately exercise the option to lease in accordance with the
terms of this Agreement.
4 CONDTTiONS mnpcm ram?gin
The option to lease the PROPERTY under this Agreement may not be
exercised by O~_=ON== unless and UnEl± each and every ~o!!ow=ng
condition has been satisfied:
Purchase Price of Option
OPTiONEE shall nave oaid u~e purcna_e price of the option as
required under Clause 3 hereof.
B. Schematic Plans Submittal
....subm~ue@ .. schematic o~ans to CITY forOPTiONEE shall have -~=~ ~ the __
"Schematic Plans") within twelve (12) monthsthe Project (the ~ = ~’ ......
of the commencement of this Agreement. The Schematic Plans
shal! include relocation plans, a site layout of all
buildings, schematic floor plans for al! structures, simple
__ ~ _d~±:~c~tion of ~ne ~=+~ ~elevations of all suructures, i ~e==~ -~ ~ ....o@s
and measures for preservation of historic features of ~he
site in accordance with the Secretary of interior’s Standards
zor Rehabilitation zor Historic Bui ~’~ ....h~~ie!~gs =~=c~.ed to this
Agreement as Exhibit ±± and incorporated herein by ~.~is
reference, a plan for fui{i]ling parking requirements, a
detailed description of all proposed improvements or
modifications (including proposed uses and methods of
operation and a general outline specification which
identifies proposed construction material and me~_o@s) and a
detailed estimate o{ the total construction cost for al!
proposed improvements relating to the Project. if the
development o{ PROPERTY is intended to be performed in
phases, the Schematic Plans shall include a!! p!a~ne@ phases
of the PROPERTY’s @ev=iopment
070618 jb 0130061 2
C.Development Plans Approvals
OPTiONEE shall have submitted to, and shall have received
approval of, the deve!opment miens for the PROPERTY ("the
Development Plans") from CiTY’s Historic Resources Board,
Arcb.itectura! Review ~oar@, if applicable, P] arming &
Transportation Co.nmmi s s ion
Plans shall finc!ude ~..e Schematic Plans, interior plans,
structural plans, exterior elevations, and interior
elevations=he- ~ shall indicate specfi_ __~ic plans and details of
the interior and exterior historic nreservation and
maintenance features to be included in deve!oping the
PROPERTY. As much as possible, and as directed by the City
Counci!, the Development Plans shall be in accordance with
the standards included in Exhibit ii hereof, if the
development of the PROPERTY is intended to be performed in
phases, the Deve!opment Plans shall include and describe al!
the phases o÷ the PROPERTY’s development. Phase I shall at
least include the improvements necessary to make the PROPERTY
usable for the r~Gu±r~@ services and uses un@~r the Least
D. Construction Drawings ~._ -- "~pprova£
OPTiONEE shall have obtained approval of the construction
drawings for ~he Project (the "Construction Drawings") from
the City Engineer and the Chief Building Official.The
Construction Drawings shal! include:
i.Complete architectural, a_.@ engineering
drawings ;
ii. Complete construction specifications;
iii. Complete construction contrac: form; and
iv. Proposed construction schedule.
working
Should the development of the PROPERTY be performed in
phases, OPTIONEE need only obtain approval of the
Construction Drawings for Phase i of the Project to exercise
the option to lease the PROPERTY.
E.Long Term Maintenance Plan
OoTiONEE sha]~ have submitted to and r~ce!v~@ approva! of a
long term maintenance plan and schedule for the building on
the PROPERTY from the City Manager or his designee.
Use Designation
OPTiONEE shall have received approval from the City Council
for any necessary change in land use zoning for the PROPERTY,
070618 jb 0130061 3
any necessary change in CITY’s Comnrehensive Plan designation
and any other land use permit or approval required, if
necessary, for the PROPERTY for implementation of the Project
and the Development Plans as approved by CITY.
G. Subdivision Hap Act Compliance
OPTiONEE shall have comm!ied with the conditions of the State
Subdivision Map Act (Government Code Section 66410 et seq.)
and Title 21 of the Pa!o Alto Municimal Code, as amended, to
the extent applicable to the PROPERTY and the Project.
H. CEQA Compliance
OPTIONEE shall have complied with the California
Environmental Quality Act ("CEQA") , as amended, and a!!
r~±~ed CTTY Drocedures zor im~!ementing CEQA, to ~low the
Project to be implemented.
Permits
OPTIONEE shall have provided to the Real Property Hanager
evidence that any and all permits and approvals from any and
al! agencies having pre-construction jurisdiction over the
Project (including San Francisco Bay Conservation Development
Commission, Regional Water Quality Control, Army Corps of
Engineers, U.S. Fish & Game, California Fish & Game),
including but not limited to moving permits, building
permits, grading permits, street opening permits and health
permits, have been authorized and are available. Should
development of the PROPERTY be performed in phases, the
requirement of this subparagraph (i) shall apply only to
Phase i improvements.
J. Certification to Chief Building Official
OPTiONEE shal! have submitted :o the Chief Building Official
certification that the plans for any proposed building
construction comn!v, in al! respects, with current building
codes, the federal P_mericans with Disabilities Act of 1990,
as amended, including any implementing regulations, and
energy conservation requirements as set forth in the
California Code of Regulations, Title 24, for non-residentia!
construction. Should the deve!opment of the PROPERTY be
performed in phases, the requirement of this subparagraph (J)
shall apply only to Phase i improvements.
Sufficient Funas
OPTiONEE shal! have satisfied the Director of A6ministrative
070618 jb 0130061 ~
Services that OPTIONEE has sufficient finances or financial
commitments to implement the Project as approved by CITY.
Should the development of the PROPERTY be performed in
phases, the requirement of this subparagraph (K) shal! apply
only to Phase i improvements.
L. Sufficient Security to Complete Project
OPTIONEE, in accordance with Clause XV (TENANT’S ASSURhNCE OF
CONSTRUCTION COMPLETION) of the Lease, shal! have furnished
to the Director of Administrative Services satisfactory
evidence that assures C!TY that sufficient financia! security
will be available to construct the Project, as set forth in
the approved Deve!opment Plans and Construction Drawings.
Should the development of the PROPERTY be performed in
phases, the requirement of this subparagraph (L) shal! apply
only to Phase i improvements.
M.SECURITY DEPOSIT
OPTIONEE shall have submitted to the Real Property Manager a
security deposit in accordance with Ciause(VI) (SECURITY
DEPOSIT)of the attached Lease. Notwithstanding the
foregoing, OPTIONEE shall be entitled to apply the Five
Thousand Dollars ($5,000.00) purchase price of the option
under this Agreement toward the required security deposit
under the Lease.
5.EXERCISE OF OPTION
!f at any time during the option term under this Agreement OPTIONEE
has satisfied each and every condition mreceee~_~ set forth in
Clause 4 hereof to the satisfaction of CITY, OPTIONEE may exercise
the option to lease PROPERTY by giving the Real Property Manager
written notice of OPTIONEE’s election to do so, accompanied by two
(2) properly executed copies of the Lease substantially in the form
of Exhibit i hereof. CITY shall execute the Lease within one (!)
month of receipt of OPTIONEE’s request to exercise the option in
accordance with this Clause.
6. GENERAL CONDITIONS
Review by City
OPTIONEE hereby acknowledges that one of the purposes of this
Agreement is to afford OPTiONEE and CITY the opportunity to
determine whether or not OPTIONEE is able to meet the various
conditions and obtain the required approvals as set forth in
this Agreement to implement the Project. Several of those
conditions involve obtaining review and approval from officers,
070618 jh 0130061 5
employees or agents of CITY. Each of those reviews shal! be
conducted in an independent manner and nothing contained herein
shall be deemed to limit the jurisdiction or authority other-
wise possessed by said officers, employees or agents in the
conduct of such review. Nothing contained in this Agreement
shall be deemed to imply that said approvals wil! be
forthcoming, and the failure to issue any such approval or
permit by any officer, employee or agent of CITY shall not be
deemed in any manner a breach of this Agreement, nor shall any
such denial give raise to any claim, liability, obligation, or
cause of action with respect to this Agreement or the Lease.
B.Other Governmental Approvals
CITY agrees to consent to cooperate in the submission of any
lawfu! and complete application by OPTiONEE with respect to any
permits or approvals related to activities or improvements
approved by CITY in accordance with this Agreement which may be
required by any governmental or other regulatory agencies aside
from CITY.
C.Assignment Prohibited
This option has been awarded based on the unique background and
proposa! of OPTIONEE. Therefore, this option cannot be sold,
assigned or otherwise transferred without the prior written
consent of CITY. Failure to obtain CITY’s required written
consent shal! render said sale, assignment or transfer void.
Extension of Option
Upon written request of OPTiONEE stating the reasons therefore,
the City Manager or designee shall, at his/her sole discretion,
extend the term of the option under this Agreement as follows:
The City Manager or designee shall grant an extension of
the term of this option for a reasonable period of time to
be reasonably determined by the City Manager or designee,
but not to exceed six (6) months, in the event OPTiONEE is
delayed in fulfilling the conditions precedent to the
exercise of the option by reason of any cause not the
fault ,of, or within the control of, OPTIONEE or its agents
or employees; or
ii.The City Manager or designee shall grant an extension of
the term of the option for a period not to exceed six (6)
months, in the event OPTiONEE is delayed in fulfilling the
conditions precedent to the exercise of this option for
any other reason. However, the City Manager or designee
may grant such extension only upon the following
070618 jb 0130061 6
conditions:
Written request for such extension shall have been
delivered by OPTIONEE to the Real Property Manager at
least fifteen (15) days prior to the expiration of the
option term under this Agreement;
b o Payment in an amount equal to Two Thousand Dollars
($2,000) shall be submitted to CITY with the request
for extension referred to above; in the event the
extension is denied, CITY shall refund said amount to
OPTIONEE; and
C ¯OPTIONEE shall submit, together with its request for
extension, evidence of its progress toward fu!fiTling
the conditions precedent to the exercise of the
option, documentation of its proposed actions and the
feasibility of satisfying said conditions within the
term of the extension requested and such other
information and materia! as may be required by the
City Manager or his designee.
E.Termination of Option
Subject to Clause 6(D) hereof, failure of OPTiONEE to meet the
terms and conditions of this Agreement fully and satisfactorily
within the time limits stated under Clause 2 hereof shal!
absolutely and conclusively terminate OPTIONEE’s rights
hereunder. Upon termination hereof without exercise of the
option by OPTIONEE, OPTIONEE shall, within five (5) business
days of receipt of request from the Real Property Manager,
deliver to CITY a properly executed quitclaim deed,
quitciaiming to CITY any and al! interest of OPTIONEE in and to
the PROPERTY. Execution of the Lease by CITY and OPTiONEE
substantially in the form of Exhibit I hereof shall also
constitute a termination of this Agreement.
OPT!ONEE’s Right to Enter
Obligation During Option Term
and Related indemnification
CITY hereby grants to OPTIONEE, its officers, agents,
contractors, Board members, EcoCenter Project Management Group
me.mbers and employees, during the term of this Agreement or any
extension thereof, the right to enter the PROPERTY or any
portion thereof at reasonable times for the purposes of con-
ducting, at OPTIONEE’s own cost and expense, various project
related activities such as, but not limited to, soil, geo!ogic,
and engineering investigations, architectura!, environmenta!
and historic analyses, construction evaluations, and hazardous
substances studies as may be required in connection with the
070618 jb 0130061 7
Project. OPTiONEE hereby agrees to protect, indemnify, defend
and hold CITY, its officers, agents and employees, free and
harmless from and against any !oss, damages or liability CITY
may incur in connection with, as a result of, or by reason of
any such investigation. Should the option or this Agreement be
terminated without execution of the Lease, OPTIONEE agrees to
repair any and all damage caused to the PROPERTY by reason of
any such investigation performed.
G.insurance Coverage During Option Term
OPTiONEE shal!, at its sole cos< and expense, obtain coms~ercia!
general liability insurance coverage in the form and amounts as
required and set forth in Clause XVIYT INSURANCE) of the Lease
prior to any investigation on the PROPERTY by OPTiONEE, its
agents, employees or assigns.
H.Notices
Any notice, tender, or delivery to be given in accordance with
this Agreement by either party to the other shall be given in
accordance with Clause XXVi (NOTICES) of the Lease.
OPTIONEE’s Representations and Warranties
OnTIONEm represents and warrants <o C!mV ~hat it has not
~mp±oyed any real estate broker or z!naer in connection with
this Agreement and hereby agrees to hold CITY harmless and free
from any liability in connection with any commission or
finder’s fee alleged to be incurred.
Entire Agreement
This instrument contains the entire agreement between the
parties relating to the option granted under this Agreemen=.
Any oral representations or modifications concerning this
instrument shall be of no force and effect, except in a
subsequent modification which is made in writing and signed by
bo<h parties.
,_~co v ~ ~_ \Att
in the event of any controversy, claim or dispute between the
parties hereto, arising out of or relating to this Agreement or
the breach thereof, the prevailing party shal! be entitled to
recover from the !osing party reasonable expenses, including
attorneys’ fees, and other lega! costs.
L.Binding on Successors
This Agreement shall bind and inure to the benefit of the
070618 jb 0130061 8
resmecrive heirs, personal remresentatives, successors
assigns of the parties hereto, except as may be expressly
provided elsewhere in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Preliminary Agreement on the day and year first above written.
C±±:.
C!TY OF PALO ALTO OPTIONEE:
By:By:
City Manager
its:Executive Director
:~iT~ST:
By :
City Clerk
~o~’m AS TO....... ~=D FORH:
By:
Joy~e chs j
~o~rQits:Chair of the ~ ’ of
_usuees
By:
Sr. Asst. City Attorney
RECOMMENDED FOR APPROVAL:
By:
Director, P~ann~nG and
~o~mun=uy Environment
By:
Director, Commmunity Services
Attachments:Exhibit < -se:: Lea
Exhibit ii: Secretary of the interior’s Standards
076618 jb 0130061 9
CERTIFICATE OF ACKNOWLEDGMENT
(Civi! Code § 1189)
)
)
On ~-~::////.~,-.~ ]Z before me,
.’~-~-~~,d ~itie~of the officer)
personally aooea_e@ <~ ~)~<~s~-~"~9
personally known to me (or proved =o me onthe basis of
satisfactory evidence) to be =he person~)whose name(-m)
subscribed to the within instrument and acknowledged to me that
he/.~y executed the same in his/~/t-beds authorized
capacity(~), and that by his/t~hcir signature(s) on the
instrument the person(e), or the entity upon behalf of which
person(e) acted, executed the instrument.
WITNESS my. hand and of:-’~_±c!a=’~’ seal.
~CERTIFICATE OF ACKNOWLEDGHENT
(Civi! Code ~ 1189)
)
)
(inser~ name and title of the oz~cer)
personally appeared [~:~r~"
nersonally known to me’W(or ~? --~ ~_~~=ov=e ~o me on Zhe bas~s of
satisfactory evidence) to be the pe~son(.~) whose name(~)
subscribed to the within instrument and ~ ,~acKno~_eage@ to me
b~/sne!~- ~x~cuced the same in~s/ner!-~r authorized
~-~/her _ignature(-~) on thecapacity(i~, and ~ by ~ i~r q
instrument the person(~), or the entity upon behalf of which the
person(~) acted, executed the ins<rument.
WITNESS my hand and official sea!.
070618 jb 0130061 !0
EXHIBIT I
LEASE
TABLE OF CONTENTS
II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
X.
XI.
XII.
XIII.
XIV.
XV.
XVI.
XVII.
PURPOSE ..............................................................................................................................3
PREMISES ............................................................................................................................4
TE P,_M ....................................................................................................................................4
MONTHLY RENT and RENT WAIVER .............................................................................4
INTENTIONALLY DELETED ............................................................................................4
SECURITY DEPOSIT ...........................................................................................................4
INCREASE IN SECURITY DEPOSIT NON-PROFIT ENTITY .......................................5
PERMITTED USES OF THE PREMISES ..........................................................................5
REQUIRED USES OF THE PREMISES .............................................................................6
MAINTENANCE AND REPAIR .........................................................................................8
INITIAL CONSTRUCTION BY TENANT .........................................................................8
CERTIFICATE OF INSPECTION ........................................................................................9
ALTEraTIONS BY TENANT ............................................................................................9
CONSTRUCTION STANDARDS ........................................................................................9
ASSURANCE OF COMPLETION .......................................................................................10
AS BUILT PLANS ................................................................................................................10
UTILITIES .............................................................................................................................11
XVIII. INSURANCE .........................................................................................................................11
XIXo DAMAGE OR DESTRUCTION - LEASE TO GOVERN TENANT’S RIGHTS ...............11
XX.RESTORATION BY TENANT ............................................................................................11
XXI.ASSIGNING AND SUBLETTING PROHIBITED ..............................................................15
XXII.NON-PROFIT COMMb%’ITY ORGANIZATION ..............................................................15
XXIII.RESERVATION OF AVIGATIONAL EASEMENT ...........................................................15
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XXIV. POST-ACQUISITION TENANCY .......................................................................................16
XXV. BROKERS .............................................................................................................................16
XXVI. NOTICES ...............................................................................................................................16
XXVII.ATTACHMENTS TO LEASE ..............................................................................................18
EXHIBIT A - GENERAL CONDITIONS ........................................................................................20
EXHIBIT B -DESCRIPTION OF LEASED PREMISES ................................................................39
EXHIBIT C - DESCRIPTION OF THE PROJECT .........................................................................37
EXHIBIT D -DEVELOPMENT PLANS AND CONSTRUCTION DRAWINGS ........................38
EXHIBIT E - INSURANCE REQUIREMENTS .............................................................................39
EXHIBIT F -LONGTERM MAINTENANCE PLAN AND SCHEDULE FOR THE PREMISES 43
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2
E~ibit I
LEASE #
This Lease is made this __ day of .20 by and between the City’ of Palo Alto, a
chartered California municipal corporation,(CITY)and Environmental Volunteers
a California non-profit corporation (TENANT).
RECITALS
CITY owns the real property and improvements located at 2560 Embarcadero Road, Palo
Alto, California, commonly referred to as the "Sea Scout Base," and more specifically
described and shown in Exhibit "B" to this Lease, which is attached hereto and
incorporated herein by this reference (PREMISES").
On .20__, CITY entered into an Option Agreement with TENANT, on file with the
City~ Clerk as City~ Contract No. ..... (the "Option Agreement"). Under the Option
Agreement, TENANT agreed to secure all necessary CITY approvals and permits in
order to exercise the option granted under the Agreement to lease the PREMISES (the
"Option"), relocate the building, construct improvements and operate the PREMISES as
described in Exhibit "C" to this Lease which is attached hereto and incorporated herein
by this reference (the "Project").
TENANT has satisfied all the conditions set forth in the Option Agreement, and now
desires to exercise the Option and lease the PR~MISES from CITY for the Project.
CITY desires to lease the PREMISES to TENANT for the Project, in accordance with the
terms and conditions set forth below.
Now, therefore, in consideration of these recitals and the following covenants, terms and
conditions, the parties hereto mutually agree as follows:
I.PURPOSE
The purpose of this Lease is to allow TENANT to perform the Project as described in Exhibit C,
by developing and operating on the Premises a facility~ to house Tenant’s offices and programs
and to provide various educational and training programs to the public, according to the terms
and conditions of this Lease.
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II.PREMISES
Subject to the terms and conditions set forth in this Lease, CITY leases to TENANT that certain
property (PREMISES) described and shown in "Exhibit B" attached to this Lease and by this
reference made a part of this Lease. Unless specifically provided elsewhere in this Lease,
TENANT accepts the PREMISES "as-is" on the date of execution of this Lease.
III. TERM
The term of this Lease shall be Forty (40) years, unless extended or terminated in accordance
with this Lease, commencing the first day of the month following the date of execution of the
Lease by the Mayor of CITY (the "Commencement Date"). 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 shal! have
the right, upon the termination of the term or upon a breach, to enter the Property and take
possession of it.
IV.MONTHLY RENT and RENT WAIVER
A. TENANT agrees to pay to CITY as monthly rent the sum of One Dollar ($1) per year
without deduction or offset. Rent shall be payable, in advance, on or before the first day of each
month at the place (or places) as may be designated in writing from time to time by CITY.
V.INTENTIONALLY DELETED
VI.SECURITY DEPOSIT
Concurrently with Tenant’s execution of this Lease, Tenant shall deposit with the CITY the sum
of $ 5,000, which sum shall be held by CITY as security for the faithful performance by Tenant
of all the terms, covenants, and conditions of this Lease. With the consent of the City Manager,
in the sole and absolute discretion of the City Manager, in lieu of cash Tenant may deposit a
letter of credit, pledged account or certificate of deposit, in form and substance acceptable to the
City Manager, issued by a bank or other financial acceptable to the City Manager; the terms of
the pledged account or certificate of deposit may provide for the direct payment of accrued
interest directly to Tenant. If Tenant breaches any provision of this Lease, including, but not
limited to the provisions relating to the payment of monthly rent, CITY may (but shall not be
required to) use, apply or retain all or any part of this security, deposit for the payment of any
delinquent rent or other sum, or for the payment of any amount which CITY may spend or
become obligated to spend by reason of Tenant’s breach, or to compensate CITY for any other
loss or damage which CITY may suffer by reason of Tenant’s breach. If any portion of the
security deposit is so used or applied Tenant shall, within 5 days after written demand therefor,
deposit cash with CITY in an amount sufficient to restore the security,., deposit to its original
amount and Tenant’s failure to do so shall be a breach of this Lease. CITY shall not be required
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to keep the security deposit separate from its general funds, and Tenant shall not be entitled to
interest on the security deposit. If Tenant shall fully and faithfu!ly perform every provision of
this Lease to be performed by it, the security deposit or any balance thereof shall be returned to
Tenant (or, at CITY’s option, to the last assignee of Tenant’s interest hereunder) within 30 days
following expiration of the Term. If CITY transfers its interest in this Lease, CITY shall transfer
the security deposit to CITY’s successor in interest.
VII.INCREASE ~,x SECURITY DEPOSIT NON-PROFIT ENTITY
On the fifth anniversary of the Commencement Date, and every five years thereafter, Tenant
shall increase the amount of the initial security deposit according to the following formula:
R=SD[(B+I (A-B))/B]
Where:
R= Revised securi~, deposit.
SD=Initial securiO, deposit.
A=Average monthly index for the 12 calendar months ending with and including the index
published just prior to the month in which each security deposit adjustment is to become
effective.
B=Average monthly index for the 12 calendar months ending with and including the index
published just prior to commencement of this Lease.
In no event shall the amount of the revised securi~ deposit be less than the initial securi~,
deposit. The difference between the initial security, deposit and the revised security deposit shall
be due and payable to City within ten (10) days of receipt of a notice of revision of the securi~;
deposit from the Real Property Manager.
VIII.PERMITTED USES OF THE PREMISES
Tenant shall use the Premises for the uses specified below in this Article and Article IX
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; TENANT shall not use the PREMISES for any
other purpose nor to engage in, or permit, any other business activi~: within or from the
PREMISES. The uses which are permitted by this Article are the following:
Use of the Premises for the offices and programs of Tenant.
Workshops, classes and lectures associated with Tenant’s mission and operations;
Administrative offices and storage space to support the required services and uses under
this Lease;
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Eo
Fundraising activities to support the permitted and required services and uses specified in
this Lease, including but limited to sales of goods and gifts related to Tenant’s use and
programs and the hosting of benefits and social activities;
Periodic rental of portions of the Premises by Palo Alto-based community groups and
individuals, but in no event shall such rental be permitted for commercial purposes and in
no event shall such rental interfere with or limit the required services and uses of the
Premises set forth in Article IX. Any rental fee charges shall conform to an annual fee
schedule approved in advance by the City Manager or his or her designee. Tenant may
request modfications to the fee schedule during the year due to changed circumstances.
In addition to the foregoing, subject to the prior written approval of the City Manager, or
his or her designee, Tenant may also use the Premises to provide such additional services
and uses which are ancillaw to and compatible with the permitted services and uses
stated above and are not in conflict with the required services and uses specified in
Article IX. In addition, and also subject to the prior written approval of the City.;
Manager, or his or her designee, Tenant may, also use the Premises to conduct revenue-
generating events or operations so long as (i) such uses do not materially, interfere with
Tenant’s ability; to provide the required services and uses described in Article IX, (ii)
such services or uses will not result in damage to the Premises or materially impair the
operations conducted on the Premises, and (iii) all net revenue generated by such services
or uses are devoted exclusively to funding the activities of Tenant conducted at the
Premises. In each case, the approval of the City Manager, or his or her designee, shall
not be unreasonably withheld.
IX.REQUIRED USES OF THE PREMISES
Throughout the term of this Lease TENANT shal! provide the following uses, services, activities
and public benefits ("Required Uses"):
A. Rehabilitate, adaptively re-use, improve and maintain the historic building known as the
"Sea Scout Base Building" located on the Premises;
B. Tenant shall arrange for the construction of a public restroom facility in the vicinity of
the existing porta-potty at the duck pond at the Baylands Park. To the extent the cost of this
restroom exceeds $75,000, the City~ shal! reimburse Tenant for the additional cost. The City’ shall
be responsible for the maintenance of the restroom.
C. Trail Access: Following relocation of the building Tenant will construct accessible
connections between the promenade deck of the building and the two adjacent termini of the
existing Marsh Front Trail in order to close the gap in the multi-use public trail. The trail
connections and promenade deck will be open and accessible to the public during the open hours
of the park. Tenant shall be responsible for the maintenance of the trail tread along the
promenade deck itself so that it is safe, smooth, clean, accessible, unobstructed and attractive.
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D. Historic and Environmental Displays: Tenant shall create at least two permanent, exterior
informational and educational displays and shall make them available at the Premises for the
public and Palo Alto communiU members to enjoy;. One such permanent exhibit will highlight
the historical background and former uses of the building and another one or more displays will
deal with Bayland Ecology related to the flora and fauna of the Bay. These displays will be
continually maintained by Tenant with the intention that over time the Bay flora and fauna
displays will be periodically re-designed and updated.
E. Waterfront Restoration: Tenant shall remove the existing seawall in front of the existing
building and adjacent parking lot which now interferes with the waterfront bank to allow the
waterfront bank to be returned to its natural state.
F. Nature Preserve Restoration: Tenant shall restore the natural area around the building
after its relocation to create an opportunib~ for public education and study of natural area
restoration that can, in both the short and long term, lead to lasting, significant and positive
impacts on natural areas for which the Cib~ is responsible. Subject to regulatory agency review,
Tenant will rehabilitate the areas surrounding the building by adding as much as four times the
number of types of native plants than would otherwise be required for basic mitigation. The
plants to be added will likely include Pickleweed, Alkali Heath, Pacific Gumplant, Sea-
Lavender, Quai! Bush, Coyote Bush, and Silver Lupine.
G. Public Information and Education: Tenant will provide 50 hours annually of public
information and education to Baylands visitors and/or Palo Alto community members. This
public information and education may include, but is not limited to, environmental education
programs, community lectures, open houses, nature walks, Baylands restoration projects, camp
programs and similar educational opportunities that facilitate the public’s use of the Baylands
Nature Park and the dissemination of information in ways and manners that further the public’s
understanding to the Baylands Preserve. Over time it is Tenant’s intention to increase the hours
offered for these activities should the availability, of increased resources so permit.
H. Provision of public benefits through fulfillment of the Environmental Volunteers
charitable mission;
I. Enhance environmental awareness of, and sensitivity to, natural science issues by Palo
Alto residents and the general pubic through various programs which may include classes,
displays, exhibits and demonstrations relating to local environmental conditions available to the
public; provided, however, that Tenant may elect to charge an admission fee and establish
specific viewing and attendance times with respect to displays, exhibits, demonstrations, classes
or programs that are available to the public. Any admission fee charged shall conform to an
annual fee schedule approved in advance by the CiB.; Manager or his or her designee. Tenant
may request modfications to the fee schedule during the year due to changed circumstances.
J. Green design features: The rehabilitation and adaptive re-use of the building will
incorporate numerous "green" design features in order to make it a more environmentally,
sensitive and responsive facili~; and, additionally, to provide an example for other organizations
and the community. Tenant will periodically conduct on-site meetings, seminars and educational
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programs designed to share its developed knowledge in this area based on its experience in
implementing the "green" design materials and features as well as maintain an ongoing display
and e."~ibit.
Ever}., five (5) years, the City, and TENANT shall meet and confer to review the
effectiveness and relevance of the above listed Required Uses. Upon mutual agreement, the
parties may substitute, modify, add or eliminate Required Uses to reflect current and projected
community; interest, need or preference. Any changes agreed to by Tenant shal! be readily
achievable within Tenant’s annual budget constraints. Any change to the Required Uses shall be
reflected in a written modification to this Lease.
X.MAINTENANCE AND REPAIR
TENANT at TENANT’s expense, shall perform all maintenance and repairs, including all
painting, and all maintenance of landscaped areas necessary to keep the PREMISES and all
improvements thereto in first-class order, repair and condition, and shall keep the PREMISES
and all improvements thereto in first-class order, repair and condition as contemplated under the
approved development plans and construction drawings for the Project, throughout the term of
this LEASE. For purposes of continued historic preservation of the PREMISES, TENANT shall
comply with the maintenance plan and schedule described in Exhibit "F" attached hereto and
incorporated herein by this reference. In addition, TENANT shall maintain, at TENANT’s
expense, all equipment, furnishings and trade fixtures upon the PREMISES required for the
maintenance and operation of the Project. TENANT expressly waives the benefit of any statute
now or hereinafter in effect, including the provisions of Sections 1941 and !942 of the Civil
Code of California, which would otherwise afford Lessee the right to make repairs at City’s
expense or to terminate this Lease because of City’s failure to keep Premises in good order,
condition and repair. TENANT further agrees that if and when any repairs, alterations, additions
or betterments shall be made by TENANT as required by this paragraph, TENANT 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 TENANT fails to make any repairs
or perform any maintenance work for which TENANT is responsible within a reasonable time
(as determined by the City Manager in the City’ Manager’s sole discretion) after demand by the
CITY, CITY shall have the right, but not the obligation, to make the repairs at TENANT’s
expense; within ten (!0) days of receipt of a bill therefor, TENANT shall reimburse 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 CITY shall in no event be construed as a
waiver of the duty of TENANT to make repairs or perform maintenance as provided in this
Section.
XI.INITIAL CONSTRUCTION BY TENANT
No Plans and Specifications. TENANT shall improve the PREMISES, at no cost to CITY, to
adequately accommodate those services, activities and uses required by the Project under
Section IX (REQUIRED USES OF THE PREMISES) and Exhibit C hereof. The
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development plans prepared by TENANT and approved by CITY during the Option
period under the Option Agreement, preceding execution of this Lease, shall be a master
plan for development of the PREMISES, and the construction drawings prepared by
TENANT and approved by the Ci~, Engineer and Chief Building Official during the
same period shall provide the plans, specifications, and time schedule for constructing
such improvements. ]-he approved development plans and constructions drawings are
attached hereto as Exhibit "D" and incorporated herein by this reference.
Construction Standards. All design and construction shall conform to the approved plans
and specifications, and shall meet all other requirements contained in this Lease.
including but not limited to Section XIV (CONSTRUCTION STANDARDS) and
Section XV (ASSURANCE OF COMPLETION).
Asbestos and Lead Paint. The CITY is not aware of lead paint and asbestos laden
materials in the Sea Scout Base building. However, TENANT shall be solely responsible
for any lead and asbestos abatement or containment in the building to the extent required
under all applicable federal, state and local building and safet)~ codes and regulations, and
shall fully comply with any applicable asbestos notification requirements under
California Health and Safety Code section 25915 et seq., as amended__.
Cost of Improvements. Promptly after completion of construction, TENANT 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 TENANT under penalty of perjury.
E.Permits. To the extent allowed under current policy and to the extent authorized by the
City Council. the Cib~ shall work wih Tenant in seeking waiver of all or a portion of
applicable City permit fees.
XII.CERTIFICATE OF INSPECTION.
Upon completion of construction of any building, TENANT shall submit to the Ci~’ Manager a
Certificate of Inspection, verif),ing 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 Califbrnia Code of Regulations for non-residential construction.
XIII.ALTERATIONS BY TENANT
TENANT shall not make any alterations or improvements to the PREMISES without obtaining
the prior written consent of the City. Manager, which consent shall not be unreasonably withheld.
TENANT may, at any time and at its sole expense, install and place business fixtures and
equipment within any building constructed by CITY, provided such fixtures and installation have
been reviewed and approved by the Ci~7 Manager.
XIV. CONSTRUCTION STANDARDS
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All construction and alterations performed by or on behalf of Tenant shall conform to the
construction and architectural standards contained in E.~ibit D. Once the work is begun, Tenant
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,
laws, ordinances and regulations.
Tenant shall pay all costs for construction done or caused to be done by Tenant on the Premises
as permitted or required by this Lease. Tenant shall keep the Premises free and clear of all
claims and liens resulting from construction done by or for Tenant.
Tenant shall defend and indemnify CITY against all claims, liabilities and losses of any type
arising out of work performed on the Premises by Tenant, together with reasonable attorneys’
fees and all costs and expenses reasonably incurred by CITY in negotiating, settling, defending
or otherwise protecting against such claims.
XV.ASSURANCE OF COMPLETION
Prior to commencement of this Lease and any construction or alteration to the PR~MISES, or
any phase thereof.. TENANT 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 that was submitted to and
approved by CITY in accordance with the Option Agreement. Evidence of such assurance shall
take one of the forms set out below and shall guarantee TENANT’S full and faithful performance
of all of the terms, covenants, and conditions of this Lease:
No Completion Bond;
Performance, labor and material bonds, supplied by TENANT’S contractor or contractors,
provided the bonds are issued jointly to TENANT and CITY;
Irrevocable letter of credit from a financial institution; or
Any combination of the above.
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 Cit)~ Manager. All bonds and letters of credit shall be in a
form acceptable to the Cit)~ Manager, and shall insure faithful and full observance and
performance by TENANT of all of the terms, conditions, covenants, and agreements relating to
the construction of improvements or alterations in accordance with this Lease. To the extent a
letter of credit is utilized, the amount of the letter of credit shall be substantially equal to the
estimated cost to complete all approved construction, and Cit)~ shall cooperate with Tenant to
structure the letter of credit so that its amount may be periodically reduced to reflect the
remaining cost to complete all approved construction, to permit Tenant to recover from the issuer
of the letter of credit any excess collateral.
XVI.AS BUILT PLANS
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10
Upon completion of any (i) new construction, (ii) structural alterations or (iii) non-structural
alterations costing more than $25,000, TENANT shall provide the City Manager with a complete
set of reproducible "as built plans" reflecting actual construction within or upon the PREMISES.
XVII.UTILITIES
TENANT shall make all arrangements for and fully and promptly pay for all utilities and
services furnished to the Premises or used by Tenant, including, without limitation, gas,
electricity, water, sewer, telephone service, and trash collection, and for all connection charges.
XVIII. INSURANCE
Tenant’s responsibility for the Property begins immediately on commencement and Tenant, at
its sole cost and expense, and at no cost to City, 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 Tenant’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.
XIX.DAMAGE OR DESTRUCTION - LEASE TO GOVERN TENANT’S RIGHTS
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.
Tenant waives the provisions of any statutes that relate to termination of leases when leased
property, is destroyed, including Civil Code §1932(2) and Civil Code §1933(4), and agrees that
Tenant’s rights in case of damage or destruction shall be governed solely by the provisions of this
Lease.
XX.RESTORATION BY TENANT
(A)Destruction Due to Risk Covered bv Insurance.
I~ during the term, the Premises are totally or partially destroyed fi’om a risk covered by the
insurance described in Section XVIII (INSURANCE), rendering the Premises totally or partially
inaccessible or unusable, Tenant 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. Notwithstanding the foregoing, in the event the
insurance proceeds are not sufficient to cover nineU,-five percent (95%) of the cost to restore all
damage to the Premises and Tenant is not in default of its obligation to carry required insurance,
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11
then Tenant shall have the option to terminate this Lease unless Ci~ agrees to pay the amount of
restoration cost that is not covered by insurance proceeds actually recovered.
(B)Destruction Due to Risk Not Covered by Insurance.
If.. during the term, the Premises are totally or partially destroyed from a risk not covered by the
insurance described in Section XVIII (INSURANCE), rendering the Premises totally or partially
inaccessible or unusable, Tenant 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 part),.
If the cost of restoration exceeds ninety-five percent (95%) of the then replacement value of the
Premises destroyed, Tenant can elect to terminate this Lease by giving notice to CITY within
sixty. (60) days after determining the Restoration cost and replacement value. If Tenant elects to
terminate this Lease, CITY, within thirty (30) days after receiving Tenant’s notice to terminate,
can elect to pay to Tenant, at the time CITY notifies Tenant of its election, the difference
between ninety-five percent (95%) of the replacement value of the Premises and the actual cost
of restoration, in which case Tenant shall restore the Premises. On CITY’s making its election to
contribute, each party, shall deposit immediately the amount of its contribution with the Insurance
Trustee provided for in Subsection (C). If the Destruction does not exceed ninety-five percent
(95%) of the then replacement value of the Premises, Tenant shall immediately deposit the cost
of restoration with the Insurance Trustee as provided in Subsection (c). If Tenant 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.
(C) Restoration of Premises.
(1) Minor Loss.
If.. during the term of this Lease, the Premises are destroyed from a risk covered
by the insurance described in Section XVIII (INSURANCE), and the total amount of loss does
not exceed ten percent (10%) of the replacement cost of the Premises. Tenant shall make the
loss adjustment with the insurance company insuring the loss. The proceeds shall be paid directly
to Tenant for the sole purpose of making the restoration of the Premises in accordance with this
Lease
(2) Major Loss - Insurance Trustee.
If, during the term of this Lease, the Premises are destroyed from a risk covered
by the insurance described in Section XVIII (INSURANCE), and the total amount of loss
exceeds the amount set forth in paragraph (1), Tenant shall make the loss adjustment with the
insurance company insuring the loss and on receipt of the proceeds shall immediately pay them
to such institutional lender or title company as may be jointly selected by the parties ("the
Insurance Trustee").
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12
If the Premises are destroyed from a risk not covered by the insurance
described in Section XVIII (INSURANCE), and Tenant has the obligation to restore the
Premises as provided in subsection (B), both parties shall deposit with the Insurance Trustee
their respective contributions toward the cost of restoration. All sums deposited with the
Insurance Trustee shall be held for the following purposes and the Insurance Trustee shal! have
the following powers and duties:
The sums shall be paid in instalhnents by the Insurance Trustee to the
contractor retained by Tenant as construction progresses, for payment of the cost of Restoration.
A 10% retention fund shall be established that will be paid to the contractor on completion of
restoration, payment of all costs, expiration of all applicable lien periods, and proof that the
Premises are free of all mechanics’ liens and lienable claims.
Payments shall be made on presentation of certificates or vouchers from
the architect or engineer retained by Tenant showing the amount due. If the Insurance Trustee,
in its reasonable discretion, determines that the certificates or vouchers are being improperly
approved by the architect or engineer retained by Tenant, the Insurance Trustee shall have the
right to appoint an architect or an engineer to supervise construction and to make payments on
certificates or vouchers approved by the architect or engineer retained by the Insurance Trustee.
The reasonable expenses and charges of the architect or engineer retained by the Insurance
Trustee shall be paid by the insurance trustee out of the trust fund.
If the sums held by the Insurance Trustee are not sufficient to pay.’ the
actual cost of restoration Tenant shall deposit the amount of the deficiency with the Insurance
Trustee within fifteen (15) days after request by the Insurance Trustee indicating the amount of
the deficiency.
Any undisbursed funds after compliance with the provisions of this section
shall be delivered to CITY to the extent of CITY’s contribution to the fund, and the balance, if
any, shall be paid to Tenant.
Tenant.
All actual costs and charges of the Insurance Trustee shall be paid by
If the Insurance Trustee resigns or for any reason is unwilling to act or
continue to act, CITY shall substitute a new trustee in the place of the designated Insurance
Trustee. The new trustee must be an institutional lender or title company.
Both parties shall promptly execute all documents and perform all acts
reasonably required by the Insurance Trustee to perform its obligations under this section.
(3) Procedure for Restorin~ Premises.
Within sixty (60) days after the date that Tenant is obligated to restore the
Premises, Tenant 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
thi~. (30) days after receipt of the plans and specifications and working drawings to either
07052Ijb 0130067
13
approve or disapprove the plans and specifications and working drawings and return them to
Tenant. If CITY disapproves the plans and specifications and working drawings, CITY shall
notify Tenant of its objections and CITY’s proposed solution to each objection. Tenant
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:
(1) Tenant shall complete the restoration as soon as reasonably
practicable after final plans and specifications and working drawings have been approved by the
appropriate governmental bodies and all required permits have been obtained (subject to a
reasonable extension for delays resulting from causes beyond Tenant’s reasonable control).
(2) Tenant 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 XVIII (INSURANCE). Such insurance
shall contain waiver of subrogation clauses in favor of CITY and Tenant in accordance with the
Provisions of Exhibit B.
(3) Tenant shall noti~.’ CITY of the date of commencement of the
restoration at least ten (t 0) days before commencement of the restoration to enable CITY to post
and record notices of nonresponsibilit31. The contractor retained by Tenant 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.
(4) Tenant shall accomplish the restoration in a manner that will
cause the least inconvenience, annoyance, and disruption at the Premises.
(5) On completion of the restoration Tenant shall immediately
record a notice of completion in the county in which the Premises are located.
(6) The restoration shall not be commenced until sums sufficient to
cover the cost of restoration are placed with the Insurance Trustee as provided in this section.
(7) If TENANT elects to terminate this lease and not rebuild or
repair such damage, then if CITY so requires, TENANT shall demolish any remaining structures
or portions of structures not desired by CITY and clean up any and all debris and shall pay to
CITY a pro-rata portion of the proceeds of insurance required in accordance with Section __
hereof. The pro-rata portion shall be based on the following formula:
Where:
P(R/T)
TENANT’s portion of insurance proceeds.
Total insurance proceeds paid exclusive of demolition and debris
removal expenses.
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R = Remaining term of the Lease in months.
T =The total Lease term in months, including any extensions made in
accordance with this Lease.
TENANT’s liabili~: for demolition and cleanup shall be limited to insured losses including any
deductible mnount.
XXI.ASSIGNING AND SUBLETT~G PROHIBITED
The parties acknowledge that CITY has relied on the unique background, character and
capabilities of TENANT in entering into this Lease or in establishing the rent payable under this
Lease. Consequently, Tenant shall not, either voluntarily or by operation of law, assign, transfer,
mortgage, pledge, hypothecate or encumber this Lease or any interest herein, or any right or
privilege appurtenant hereto, or allow any other person (the employees, agents and invitees of
Tenant excepted) to occupy or use the Premises, or any portion thereof. Any purported
assignment or subletting without such consent shall be void, and shall, at the option of the CITY,
constitute a default under this Lease.
For purposes of this Section, each of the following shall also be deemed an assignment subject to
the provisions hereof: (i) if Tenant is a partnership or joint venture, a withdrawal, addition, or
change (voluntary, involuntary, by operation of law, or otherwise) of any of the partners or
venturers thereof; (ii) if Tenant is a limited liabili~, company, a withdrawal, addition, or change
(voluntary, involuntary, by operation of law, or otherwise) of any of the members or managers
thereof; (iii) if Tenant is composed of more than one person, a purported assignment or transfer
(voluntary or involuntaw, by operation of law, or otherwise) from one thereof to the other or
others thereof; (iv) if Tenant is a corporation, a change in the ownership (voluntary or
involuntary, by operation of law, or otherwise) of 25% or more of its capital stock or members
(or, in the case of a nonprofit corporation without members, of 25% or more or its directors); or
(v) a change in Tenant’s status as a non-profit, charitable organization,
XXII. NON-PROFIT COMMU.,%rITY ORGANIZATION
For purposes of this Section, each of the following shall also be deemed an assignment subject to
the provisions hereof: (i) any amendment, revision or repeal of Tenant’s articles of incorporation
or bylaws, unless approved by the CiU Manager before becoming effective, which approval shall
not be unreasonably withheld; (ii) any change in the membership fees, if any, charged by Tenant,
unless approved by the City; Manager before becoming effective, which shall not be
unreasonably withheld, provided however, that approval shall not be required if the increase in
queston is not more than five percent (5%) per year since the last time the membership fee in
question was adjusted; (iii) any denial of membership in Tenant to any person meeting the
requirements for membership described in Tenant’s articles of incorporation or bylaws. Tenant
shall at all times assure that the City, Manager has on file copies of Tenant’s then-current articles
of incorporation, bylaws and fee schedules.
XXIII. RESERVATION OF AVIGATIONAL EASEMENT
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15
CITY hereby reserves for the use and benefits of the public, a right of avigation, flight and
resulting noise for the passage of aircraft landing at, taking off or operating from the adjacent
airport operated by the CounD~ of Santa Clara.
XXIV. POST-ACQUISITION TENANCY
TENANT hereby acknowledges that TENANT was not an occupant of the PREMISES at the
time the PREMISES were acquired by CITY. TENANT further understands and agrees that as a
post-acquisition tenant, TENANT is not eligible and furthermore waives all claims for relocation
assistance and benefits under federal, state or local law.
XXV. BROKERS
Each part).., 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 ("Indemni6dng Part)~’’) shall hold
harmless the other party, from all damages resulting from any claims that may be asserted against
the other part?, by any broker, finder, or other person with whom the Indemnifying Party. has or
purportedly has dealt.
XXVI. NOTICES
Any notice, demand, request, consent, approval or communication that either part? desires or is
required to give to the other part)~ shall be in writing and shall be deemed given as of the time of
hand delivery to the addresses set forth below, or three (3) days after deposit into the United
States mail, postage prepaid, by registered or certified mail, return receipt requested. Hand
delivery includes, without limitation, delivery by a reputable commercial delivery service and
delivery by facsimile transmission ("Fax") or internet electronic mail ("Email") (if the receiving
party has designated a Fax number and/or a valid internet Email address); provided, however,
that delivery by Fax or by Email shall not be effective unless (i) transmitted during normal
business hours of the receiving party, and (ii) confirmed by delivering party within 24 hours by
delivery of a physical copy of the material initially sent by Fax or Email. Unless notice of a
different address has been given in accordance with this section, all such notices shall be
addressed as follows:
TO: CITY TO: TENANT
Real Propert?~ Manager
City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto, CA 94303
FAX: (650) 329-2468
Executive Director
Environmental Volunteers
~9~1 E. Bayshore Road
Palo Alto, CA 94303
(650) 961-0548
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with a copy to:
City Clerk, City; of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto, CA 94303
FAX: (650) 328-3631
and
City Attorney, City; of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto CA 94303
FAX: (650) 329-2646
with a copy to:
Executive Director
Environmental Vounteers
2560 Embarcadero Road
Pa!o Alto, CA 94303
(650) 961-0548
Brad O’Brien, Esq
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-68 ! 1
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XXVII.ATTACHMENTS TO LEASE
This Lease includes the following exhibits, which are attached hereto and by this reference
incorporated into this Lease:
E:chibit A - General Conditions
E,’dfibit B - Description of Leased Premises
Exhibit C -Description of the Project
Exhibit D - Development Plans and Construction Drawings
Exhibit E - Insurance Requirements
Exhibit F - Long Term Maintenance Plan and Schedule for the Premises
The inclusion of Sections in Exhibit A (GENERAL CONDITIONS), Exhibit B (DESCRIPTION
OF LEASED PREMISES), E.~ibit C (DESCRIPTION OF THE PROJECT), Exhibit D
(DEVELOPMENT PLANS AND CONSTRUCTION DRA\VINGS), Exhibit E (INSURANCE
REQUIREMENTS) or E.xhibit F (LONG TERM MAINTENANCE PLAN AND SCHEDULE
FOR PREMISES) is not in any way intended to lessen the importance of these Sections, but is
merely done to enhance the organization of various Sections and this Lease.
IN WITNESS WHEREOF, the parties have executed this Lease the day and year first above
written.
CITY:TENANT:
CITY OF PALO ALTO (LESSOR)ENVIRONMENTAL VOLUNTEERS
BY:
CiW Manager
BY:
a California non-profit corporation
Its:
ATTEST:By:
BY:Its:
City Clerk (Corporate Seal)
APPROVED AS TO FORM:
By:
Senior Asst. City Attorney
RECOMMENDED FOR APPROVAL:
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By:
Assistant City Manager
By:
Director, Planning and Community Environment
By:
Director, Community Services
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EXHIBIT A
GENERAL CONDITIONS
I.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. If a 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.
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 Lease without the approval of the CiD" 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 authoriD 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.
2.RENT PAYMENT PROCEDURES
No Rent includes all amounts payable by Tenant to City, under this Lease, including but not
limited to monthly rent, percentage rent, prepaid rent, security deposit, taxes and
assessments, common area charges, operating costs, insurance, utilities, and other charges
payable by Tenant (even if payable directly to someone other than CITY).
No TENANT’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 TENANT.
Do TENANT specifically agrees that acceptance of any late or incorrect rentals submitted by
TENANT shall not constitute an acquiescence or waiver by CITY and shall not prevent
CITY from enforcing Section 3 (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 nonmonetary breach.
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2O
3.CHARGE FOR LATE PAYMENT
Tenant acknowledges that late payment of rent wil! cause CITY to incur costs not
contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain.
Such costs include, without limitation, processing, accounting and late charges that may be
imposed on City. Accordingly, if any payment of rent is not received by CITY within five (5)
days after the due date, then, without any requirement for notice to Tenant, Tenant shall pay to
CITY a late charge equal to the greater of (i) six percent (6%) of the amount of the overdue
payment, and (ii) $100.00. The parties agree that such late charge represents a fair and
reasonable estimate of the costs CITY will incur by reason of late payment by Tenant.
Acceptance of the late charge by CITY shall not constitute a waiver of Tenant’s default with
respect to the overdue amount, nor prevent CITY from exercising any of the other rights and
remedies available to CITY.
4.PARTNERSHIP/CORPORATE AUTHORITY & LIABILITY
If TENANT is a partnership, each general partner:
A.represents and warrants that the partnership is a duly qualified partnership authorized to
do business in Santa Clara CounD; and
B.shall be jointly and severally liable for performance of the terms and provisions of this
Lease.
If TENANT is a limited liability company, each individual signing this Lease on behalf of
TENANT represents and warrants that:
No he or she is duly authorized to do so in accordance with the Articles of Organization and
Operating Agreement of TENANT; and
TENANT is a duty qualified limited liabili~, company authorized to do business in the
State of California.
If TENANT is a corporation, each individual signing this Lease on behalf of TENANT
represents and warrants that;
ao he or she is duly authorized to do so in accordance with an adopted Resolution of
TENANT’S Board of Directors or in accordance with the Bylaws of the corporation; and
B.TENANT is a duly qualified corporation authorized to do business in State of California.
As used in this Lease. the term " TENANT’S AGENT" shall mean TENANT’S agents,
employees, Board members, Project Management Group members, sublessees, concessionaires,
or licensees, or any person acting under contract with TENANT; however, the definition of
TENANT’S AGENTS used herein, shall not be construed to authorize or permit any sublease or
070521jb 0130067
21
license not authorized or permitted elsewhere in this Lease. As used in this Lease, the term
"CITY’S AGENTS" shall mean City officers, agents or employees
5.TIME
Time is of the essence of this Lease.
6.SIGNS
TENANT agrees not to construct, maintain, or allow any sign to be placed upon the PREMISES
except as may be approved by CITY, which approval shall not be unreasonably withheld. Signs
shall be allowed identifying the Environmental Volunteers as occupant. Unapproved signs,
banners, etc., may be removed by CITY.
7.PEtLMITS AND LICENSES
Neither CITY’s execution of this Lease nor any.’ consent or approval given by or on behalf of
CITY hereunder in its capacity as a part,,, to this Lease shall waive, abridge, impair or otherwise
affect CITY’s powers and duties as a governmental body. Any requirements under this Lease
that Tenant obtain consents or approvals of CITY are in addition to and not in lieu of any
requirements of law that Tenant obtain approvals or permits. However, CITY shall attempt to
coordinate its procedures for giving contractual and governmental approvals so that Tenant’s
requests and applications are not unreasonably denied or delayed. TENANT shal! be solely
responsible for obtaining any and all permits and!or licenses that may be required by law,
including but not limited to building permits and business licenses.
8.MECHANICS LIENS
TENANT shall at all times indemni~~ and save CITY harmless from all claims for labor or
materials supplied in connection with construction, repair, alteration, or installation of structures,
improvements, equipment, or facilities within the PREMISES, and from the cost of defending
against such claims, including attorney fees. TENANT shall provide CITY with at least ten (10)
days written notice prior to commencement of any work that could give rise to a mechanics lien
or stop notice. CITY reserves the right to enter upon PREMISES for the purposes of posting
Notices of Non-Responsibility,.
In the event a lien is imposed upon the PREMISES as a result of such construction, repair,
alteration, or installation, TENANT shall either:
A.Record a valid Release of Lien; or
Deposit sufficient cash with CITY to cover the amount of the claim on the lien in
question and authorize payment to the extent of said deposit to any subsequent judgment
holder that may arise as a matter of public record from litigation with regard to lienholder
claim; or
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Procure and record a bond in accordance with Section 3143 of the Civil Code, which
releases the PREMISES from the claim of the lien from any action brought to foreclose
the lien.
Should TENANT fail to accomplish one of the three optional actions within fifteen (15) days
after the filing of such a lien, the Lease shall be in default and may be subject to immediate
termination.
9.LEASE ORGANIZATION AND RULES OF CONSTRUCTION
Words of the masculine gender shall be deemed and construed to include correlative words of
the feminine and neuter genders. Unless the context otherwise indicates, words importing the
singular number shall include the plural number and vice versa, and words importing persons
shall include corporations and associations, including public bodies, as well as natural persons.
The terms "hereby", "hereol~’, "hereto", "herein", "hereunder" and any similar terms, as used in
this agreement, refer to this agreement.
All the terms and provisions hereof shall be construed to effectuate the purposes set forth herein,
and to sustain the validi~, hereof.
The titles and headings of the sections of this agreement have been inserted for convenience of
reference only, are not to be considered a part hereof and shall not in any way modi~’ or restrict
any of the terms of provisions hereof or be considered or given any effect in construing this
agreement or any provision hereof in ascertaining intent, if any question of intent sha!l arise.
i0.ENTIRE AGREEMENT
This Lease contains all of the agreements and understandings of the parties regarding the
PREMISES, and supersedes any and all prior leases or agreements entered into by CITY for use
of the PREMISES. All such prior leases or agreements are null and void.
1 !.AMENDMENTS
Any modifications or amendments of this Lease must be written, and shall not be effective unless
executed by both parties.
12.L~LAWFL~ USE
TENANT agrees that no improvements shall be erected, placed upon, operated, nor maintained
within the PREMISES, nor any business conducted or carried on therein or therefrom, in
violation of the terms of this Lease, or of any regulation, order of law, statute, or ordinance of a
governmental agency having jurisdiction over TENANT’S use of the PREMISES.
070521jb 0130067
23
Lessee further agrees not to 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 unreasonably disturbs the users of the
CiD; 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.
13.NONDISCRIMINATION
TENANT and its employees shall not discriminate against any person because of race, color,
religion, ancestry, age, sex, national origin, disability, sexual preference, housing status, marita!
status, familial status, weight or height of such person. TENANT shall not discriminate against
any employee or applicant for employment because of race, co!or, religion, ancestry, sex, age,
national origin, disabilit?~, sexual preference, housing status, marital status, familial status,
weight or height of such person. TENANT covenants that in all of the activities TENANT
conducts or allows to be conducted on the leased PREMISES, TENANT shall accept and enforce
the statements of the policy set forth in Palo Alto Municipal Code Section 9.73.010 regarding
human rights and nondiscrimination. If TENANT is found in violation of Palo Alto Municipal
Code Section 9.73.010 by a court or administrative body of competent jurisdiction or in violation
of the nondiscrimination provision of the State of California Fair Employment Practices Act or
similar provisions of federal law or executive order in the conduct of its activities under this
Lease by the State of California Fair Employment Practices Commission or the equivalent
federal agency or officer, it shall thereby be found in default under this Lease, and such default
shall constitute a material breach of this Lease. CITY shall then have the power to cancel or
suspend this Lease in whole or in part
14.INSPECTION
CITY’S employees and agents shall have the right at all reasonable times, upon not less than
twenD~-four (24) hours prior notice to Lessee, for the purpose of inspecting same, determining if
the provisions of this Lease are being complied with, showing same to prospective purchasers,
lenders or lessees, and making such alterations, repairs, improvements or additions to the
Premises as Ci~; may deem necessary.
15.HOLD HARMLESS
TENANT hereby waives all claims, liabilio~ and recourse against CITY including the right of
contribution, to the extent growing out of or arising from Tenant’s use or occupancy of the
Premises or from any activity undertaken by Tenant or Tenant’s Agents which is related to this
Lease for loss or damage of or to persons or property arising from, growing out of or in any way
connected with or related to this Lease. CITY and its elected and appointed officials, officers,
agents, employees and volunteers ( individually and collectively "Indemnitees") shall have no
liability to TENANT or to any other person or entity for, and to the fullest extent permit-ted by
law, TENANT shall indemni~,, hold harmless and defend the Indemnitees against, any and all
070521jb 0130067
24
claims, liability, demands, damages, losses, attorneys’ fees, defense costs including expert
witness fees, court costs, and any other costs or expenses, arising out of or in any manner related
to the operation or maintenance of the properU described herein or TENANT’S performance or
non performance of the terms of this Lease, except to the extent caused by the active negligence,
willful misconduct, or breach of this Lease by CITY or CITY’s agents. In the event CITY or
another Indemnitee are named as co-defendant, TENANT shall notify, CITY of such fact and
shall represent the Indemnitees in such legal action unless CITY undertakes to represent the
Indemnitees as co-defendants in such legal action, in which event TENANT shall pay to CITY
its litigation costs, expenses and attorneys’ fees. CITY shall be entitled to recover its attorney
fees and costs in any action against TENANT to enforce the terms of this Section 15.
16.TAXES AND ASSESSMENTS
This Lease may create a possessor;v, interest that is subject to the payment of taxes levied on such
interest. Lessee specifically acknowledges it is familiar with §107.6 of the California Revenue
and Taxation Code, realizes that a possessory interest subject to property taxes may be created,
agrees to pay any such tax, and hereby waives any rights Lessee may have under said California
Revenue and Taxation Code §107.6. It is understood and agreed that all taxes and assessments
(including but not limited to the possessory interest tax) which become due and payable upon the
PREMISES or upon fixtures, equipment, or other property installed or constructed thereon, shall
be the full responsibility, of TENANT and TENANT shall pay the taxes and assessments prior to
delinquency.
17.SUCCESSORS IN INTEREST
Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein
shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the
parties hereto, all of whom shall be jointly and severally liable hereunder.
18.CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (FORCE MAJEURE)
tf either party hereto shall be delayed or prevented from the performance of any act required
hereunder by reason of 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 without fault and beyond the reasonable control of the
party obligated (financial inabiliD~ excepted), performance of such act shall be excused for the
period of the delay and the period for the performance of any such act shall be extended for a
period equivalent to the period of such delay.
19.PARTIAL INVALIDITY
If any term, covenant, condition, or provision of this Lease is determined to be invalid, void, or
unenforceable in full or in part, by a court of competent jurisdiction, the remainder of the
provisions hereof sha!l remain in full force and effect and shall in no way be affected, impaired,
or invalidated thereby.
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20.WAIVER OF PdGHTS
The failure of CITY or TENANT to insist upon strict performance of any of the terms,
covenants, or conditions of this Lease shall not be deemed a waiver of any right or remedy that
CITY or TENANT may have, and shall not be deemed a waiver of the right to require strict
performance of all the terms, covenants, and conditions of the Lease thereafter, nor a waiver of
any remedy for the subsequent breach or default of any term, covenant, or condition of the
Lease.
21.DEFAULT BY TENANT
No Default Defined. The occurrence of any of the following events shall constitute a
material default or breach of this lease by TENANT:
TENANT’s failure to pay all or any portion of rent or any other payment due
CITY at the times and in the manner provided in this Lease, if the failure
continues for three (3) days after notice has been given to TENANT;
TENANT’s a.) abandonment or vacation the PREMISES (absence from the
PREMISES for thirtT (30) days or more shal! conclusively be deemed an
abandonment of the PREMISES), b.) violation of the provisions of Section XXI
(ASSIGNING, SUBLETTING, and ENCUMBERING), or c.) failure to provide
evidence of insurance coverage throughout the term of this Lease in accordance
with Section XVIII (INSURANCE) where such failure is not cured withn five (5)
days after written notice thereof is given by City to Tenant; and
TENANT’s violation of any other provision of this Lease, if the violation is not
cured within thirty (30) days after written notice of such violation by CITY to
TENANT. However, if the violation cannot reasonably be cured within thirty
(30) days, TENANT shall have a reasonable period of time (as determined by the
City; Manager) to cure such violation so long as Tenant commences to cure the
default within the thirty-day period and thereafter diligently and in good faith
continues to cure the default.
4.TENANT’ s:
filing of a voluntary petition or having an involuntary petition filed against
it in bankruptcy or under any insolvency act or law;
b.adjudication as a bankrupt; or
c.attempt to make a general assignment for the benefit of its creditors.
Rights and Remedies of CITY. If TENANT commits a default, as defined in
Subparagraph A. of this Section, CITY shall have the following rights and
remedies, which rights and remedies shall not be exclusive, but which shall be
070521jb 0130067
26
cumulative and in addition to any and all rights and remedies now or hereafter
allowed by law or otherwise specifically provided in other Sections in this Lease:
CITY may continue this Lease in full force and effect and not terminate
TENANT’S right to possession of the PR~MISES, in which event CITY
shall have the right to collect rent and other payments when due;
CITY may terminate this Lease and TENANT’S right to possession of the
PREMISES"
CITY may have a receiver appointed to collect rentals and conduct
TENANT’S business;
CITY may cure the default for the account and at the expense of
TENANT. If CITY, by reason of an act of default by TENANT, is
compelled to pay, or elect to pay, any sum of money or do any act that will
require the payment of any sum of money, the sum or sums paid by CITY,
together with an administrative charge equal to fifteen percent (15%) of
said sum or sums, shall be deemed to be additional rent due CITY under
this Lease and shall be due immediately from TENANT at the time the
sum is paid, and if repaid at a later date shall bear interest at the rate of
10% per annum from the date the sum is paid by CITY until CITY is
reimbursed by TENANT;
CITY may seek an action or suit in equity to enjoin an?; acts or things
which may be unlawful or in violation of the rights of CITY;
o CITY may seek a mandamus or other suit, action of proceeding at law or
in equib to enforce its right against TENANT and any of its officers,
agents, employees, assigns or subtenants, and to compel it to perform and
canT out its duties and obligations under the law and this Lease.
Termination and Damaaes
CITY and TENANT specifically agree that acts of maintenance or preservation or
efforts to relet the PREMISES (including the making of alterations and!or
improvements to the PREMISES in connection with any reletting), and!or the
appointment of a receiver upon initiative of CITY to protect CITY’S interests
under this Lease will not constitute a termination of TENANT’S right to
possession. CITY’S efforts to mitigate the dmnages caused by TENANT’S default
shall not constitute a waiver of CITY’S right to recover damages under this
Section.
Upon a termination of TENANT’S right to possession. CITY shall have the right
to recover from TENANT:
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27
The worth, at the time of award, of the unpaid rental which had been
earned at the time of termination of this Lease; and
The worth, at the time of award, of the mnount by which the unpaid rent
which would have been earned after the date of termination of this Lease
until the time of award exceeds the amount of such rental loss that
TENANT proves could have been reasonably avoided; and
Co 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 award exceeds the amount of such
rental loss that TENANT proves could be reasonably avoided; and
Any other amount necessa~ to compensate CITY for all detriment
approximately caused by TENANT’S default or which in the ordinary
course of things would be likely to result therefrom, including, without
limitation, all costs incurred by CITY in connection with reletting the
PREMISES, court costs and reasonable attorney’s fees.
Do
"The worth, at the time of the award," as used in paragraphs (a) and (b) of this
section is to be computed by allowing interest at the rate of 10% per annum. "The
Worth, at the time of the award," as used in paragraph (c) of this section, is to be
computed by discounting the amount at the discount rate of the Federa! Reserve
Bank of San Francisco at the time of the award, plus 1%.
Nothing in this Section shall affect CITY’S right to indemnification for liabiliD’
arising prior to termination of this Lease for personal injm), or properb~ damage
pursuant to other provisions of this Lease.
Appointment of Receiver. If a receiver is appointed at the request of CITY in any action
against TENANT to take possession of the PREMISES and/or to collect the rents or
profits derived therefrom, the receiver may, if it is necessary or convenient in order to
collect such rents from profits, conduct the business of TENANT then being carried on in
the PREMISES, and may take possession of any personal property belonging to
TENANT and used in the conduct of such business and may be used by the appointed
receiver in conducting such business on behalf of CITY and TENANT. Neither the
application for the appointment of such receiver nor the appointment of such receiver
shall be construed as an election by CITY to terminate this Lease unless a notice of such
intention is given to TENANT. TENANT agrees to indemni~, and hold CITY harmless
from any liability arising out of the ent¢; by any such receiver and the taking of
possession of the PREMISES and/or use of personal property.
22.DEFAULT BY CITY
CITY shall be in default of this Lease if CITY fails or refuses to perform any provision of this
Lease that CITY is obligated to perform if the failure to perform is not cured within thirb., (30)
days after notice of the default has been given by Tenant to CITY. If the default cannot
reasonably be cured within thirty days, CITY shall not be in default of this Lease if CITY
070521jb 0130067
28
commences to cure the default within the thirty-day period and diligently and in good faith
continues to cure the default.
23.COSTS OF SUSTAINING AN ACTION FOR BREACH OR DEFAULT (RL 27.20) S
In the event either CITY or TENANT commences legal action against the other claiming a
breach or default of this Lease, the prevailing parD’ in such litigation shall be entitled to recover
from the other cost of sustaining such action, including reasonable attorney fees, as may be fixed
by the Court.
24.RESERVATIONS TO CITY
The PREMISES are accepted "as is" and "where is" by TENANT subject to any and all existing
easements, and encumbrances. City 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 Sections VII and IX. CITY reserves the right to install, lay, construct.
maintain, repair, and operate such sanitary., sewers, drains, storm water sewers, pipelines,
manholes, and connections; water, oi!, and gas pipelines; telephone and telegraph power lines;
and the applications and appurtenances necessaD, or convenient for connection therewith, in,
over, upon, through, across and along the PREMISES or any part thereo£ and to enter the
PREMISES for any and all such purposes. CITY also reserves the right to grant franchises,
easements, rights of way, and permits, in, over, upon, through, across, and along any and all
portions of the PREMISES. No right reserved by CITY in this Section shall be so exercised as
to interfere unreasonably with TENANT’S operation hereunder. CITY agrees that rights granted
to third parties by reason of this Section shall contain provisions that the surface of the land shall
be restored as nearly as practicable to the original condition upon the completion of any
construction.
25.SURREN~DER OF PREMISES
Upon expiration or termination of this Lease TENANT shall redeliver possession of the
PREMISES to CITY in substantially the same condition that existed immediately prior to
TENANT’S occupancy, reasonable wear and tear and damage by, flood, earthquake and act of
war excepted.
26.O\¥~ERSHIP 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.
070521jb 0130067
29
Title to all equipment, furniture, furnishings and trade fixtures placed by TENANT upon the
PREMISES shall remain in TENANT, and replacements, substitutions and modifications thereof
may be made by TENANT throughout the term of this Lease. TENANT may remove such
fixtures and furnishings upon termination of this Lease, provided that TENANT 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.
27.DISPOSITION OF ABANDONED PERSONAL PROPERTY
If upon expiration or termination of this Lease TENANT fails to remove any personal property
belonging to TENANT from the PREMISES, such property shall at the option of CITY at any
time after forty-five (45) days after the date of expiration or termination be deemed to have been
transferred to CITY. CITY shall have the right to remove and to dispose of such property
without liabiliD, therefor to TENANT or to any person claiming under TENANT, and shall have
no need to account therefor.
28.QUITCLAIM OF TENANT’S INTEREST
Upon expiration or termination of this Lease for any reason, including but not limited to
termination because of default by TENANT, TENANT shall, at CITY’S request execute,
ac "knowledge and deliver to CITY within five (5) days after receipt of written demand thereof., a
good and sufficient deed whereby all rights, title, and interest of TENANT in the PREMISES are
quitclaimed to CITY. Should TENANT fai! or refuse to deliver the required deed to CITY,
CITY may prepare and record a notice reciting the failure of TENANT to execute, ac ~knowledge
and deliver such deed and the notice shall be conclusive evidence of the termination of this
Lease, and of all right of TENANT or those claiming under TENANT in and to the PREMISES.
29.HOLDING OVER
After the term of this lease has expired, and until the Parties execute a written extension to the
Lease, or Lessee surrenders the Property, to the CiD;, this Lease shall continue on a month-to-
month basis subject to all terms and conditions of this lease, at CiD,’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 fulI by the first day of each successive month of the
Lease, subject to the provisions for late fees in Section 3 of this lease. 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 tenant, 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.
30.CONFLICT OF INTEREST
Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in
performance of this agreement. TENANT warrants and covenants that no official or employee
070521jb 0130067
30
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, TENANT 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.EMINENT DOMAIN
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.
If only a part is condemned and the condemnation of that part does not substantially impair the
capacib of the remainder to be used for the purposes required by this Lease, TENANT 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, TENANT may:
Terminate this Lease and thereby be absolved of obligations under this Lease which have
not accrued as of the date of possession by the condemning public entitT; or
Continue to occupy the remaining PREMISES and thereby continue to be bound by the
terms, covenants and conditions of this Lease. If TENANT 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.
TENANT shall provide CITY with written notice advising CITY of TENANT’S choice within
thirty (30) days of possession of the part condemned by the condemning public enti~’.
CITY shall be entitled to and shall receive all compensation related to the condemnation, except
that TENANT shall be entitled to: (a) that portion of the compensation which represents the
value for the remainder of the Lease term of any TENANT-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 amount specifically designated as
a moving allowance or as compensation for Tenant’s personal property. Tenant shall have no
claim against Landlord for the value of any unexpired term of this Lease.
32. CPI
070521jb 0130067
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CPI means Consumer Price Index for All Urban Consumers for the San Francisco-Oakland-San
Jose CSMA published by the United States Department o~" Labor, Bureau of Labor Statistics. If
the CPI is not published for a specific month, any, reference to the CPI for that month shall be
deemed to refer to the CPI for the last month prior to that month for which the CPI was
published. (For example, if the CPI is published for the month of January 2002 but is not
published for the month of February 2002, any reference to the CPI for February 2002 shall be
deemed to refer to the CPI for Januars, 2002.)
If the CPI is changed so that the base year differs from that used for the month in which the Term
commences, the CPI shall be converted in accordance with the conversion factor published by
the United States Department of Labor, Bureau of Labor Statistics. If the CPI is discontinued or
revised during the term, such other government index or computation with which it is replaced
shal! be used in order to obtain substantially the same result as would be obtained if the CPI had
not been discontinued or revised.
HAZARDOUS SUBSTANCES
Compliance with Laws.TENANT shall not cause or permit any Hazardous
Material (as defined be!ow) to be brought upon, kept or used in or about the
Premises or Project by TENANT, its agents, employees, contractors or invitees
except ordinary and customary cleaning supplies and office supplies.
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 use of the Premises by
TENANTinvolves the generation or storage, use, treatment, disposal or release of
Hazardous Material in a manner or for a purpose prohibited or regulated by any
govermnental agency, authority or Hazardous Materials Laws; (ii) TENANThas
been required by any lender or governmental authority to take remedia! action in
connection with Hazardous Material contaminating the Premises, if the
contamination resulted fromTENANT’s action or use of the Premises; or (iii)
Tenant 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 caused by Tenant or Tenant’s Agents.
Assignment and Subletting. If (i) any anticipated use of the Premises by any
proposed assignee or sublessee involves the generation or storage, use, treatment
or disposal or release of Hazardous Material in a manner or for any purpose, (ii)
the proposed assignee or sublessees has been required by any prior landlord,
lender or governmental authoriU to take remedial action in connection with
Hazardous Material contaminating a property, if the contamination resulted from
such party’s action or use of the property in question, or (iii) the proposed
assignee or sublessee is subject to an enforcement order issued by any
governmenta! authoriD, in connection with the release, use, disposal or storage of
a Hazardous Material, then it shall not be unreasonable for City to withhold its
consent to an assignment or subletting to such proposed assignee or sublessee.
Hazardous Materials Defined. The term 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,
070521jb 0130067
32
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 "hazardous substances," "hazardous waste," "hazardous chemical
substance or mixture," "imminently hazardous chemical substance or mixture,"
"toxic substances," "hazardous air pollutant," "toxic pollutant" or "solid waste" in
the (a) "CERCLA" or "Superfund" as amended by SAtL~k, 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) OSHA, 29 U.S.C. 651 et seq. (h)
Hazardous Materials Transportation Act, 49 U.S.C. Sec. 180! 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-Co!ogne Act, Cal. Water Code Sec. 13000 et
seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & SafeD Code
Sec. 25220 et seq., (n) "Proposition 65," Cal. Health and SafeD~ 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 & SafeD, Code Sec. 39000 et seq., (r) Hazardous Materials Release
Response Plans and Inventory, Cal. Health & SafeD, Code Secs. 25500-25541, (s)
TCPA, Cal. Health and SafeD~ Code Secs. 25208 etseq., and (t) regulations
promulgated pursuant to said laws or any replacement thereog 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 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 thereo£ (iii) asbestos, (iv) polychlorinated biphenyls, (v) flammable
explosives, (vi) urea formaldehyde, and (vii) radioactive materials and waste.
Civ,"s Right to Perform Tests. At any time prior to the expiration of the Lease
Term, CiD~ shall have the right to enter upon the Premises in order to conduct tests
of water and soil and to deliver to Tenant the results of such tests to demonstrate
that levels of any Hazardous Materials in excess of permissible levels has
occurred as a result of Tenant’s use of the Premises. Tenant shall be solely
responsible for and shall indemni~’, protect, defend and hold Ci~~ 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 comply with all applicable legal
or other regulatory requirements related to the investigation or remediation of
Hazardous Materials released upon the Premises as a result of Tenant’s use of the
07052Ijb 0130067
Premises. The testing shall be at Tenant’s expense if CiD has a reasonable basis
for suspecting and confirms the presence of Hazardous Materials in the soi! or
surface or groundwater in on, under, or about the Premises or the Project, which
has been caused by or resulted from the activities of Tenant, its agents,
employees, contractors or invitees.
Hazardous Materials IndemniW. TENANT shall indemni~;, 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 Project 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 TENANT, TENANT’S Agents, licensees or
invitees or at TENANT’S direction, of Hazardous Material, or by TENANT’S
failure to comply with any Hazardous Materials Law, whether knowingly or by
strict liability,. TENANT’S indemnification obligations shall include, without
limitation, and whether foreseeable or unforeseeable, all costs of any required or
necessau 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 TENANT or
its employees, agents, customers, sublessees, assignees, contractors or
subcontractors of TENANT (whether or not they are negligent, intentional, willful
or unlawful) shall be strictly attributable toTENANT.
TENANT’S USE OF PREMISES.
TENANT shall comply with all laws now or hereafter in effect relating to the use
of Hazardous Materials on, under or about the PREMISES, and TENANT shall
not contaminate the PREMISES, or its subsurfaces, with any, Hazardous
Materials.
ii.TENANT shall not cause or permit any Hazardous Materials to be used, stored,
generated, or disposed of on or in the PREMISES by TENANT, TENANT’s
agents, employees, contractors, or invitees without first obtaining the written
consent of the CITY’S Fire Chief and the CiD Manager.
070521jb 0130067
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1ll.TENANT shall be solely and fully responsible for the reporting of all Hazardous
Materials releases to the appropriate public agencies, when such releases are
caused by or result from TENANT’S activities on the PREMISES. TENANT
shall immediately inform CITY of any release of Hazardous Materials, whether or
not the release is in quantities that would otherwise be reportable to a public
agency.
iv.TENANT shal! be solely and fully responsible and liable for such releases at the
Premises, or into CITY’S sewage or storm drainage systems caused by Tenant or
Tenant’s Agents. TENANT shall take all necessary precautions to prevent any of
its Hazardous Materials from entering into any storm or sewage drain system or
from being released on the Premises. TENANT shall remove releases of its
Hazardous Materials caused by Tenant or Tenant’s Agents in accordance with all
laws. In addition to all other rights and remedies of CITY hereunder, if the
release of Hazardous Materials caused by TENANT is not removed by TENANT
within a reasonable period of time (taking into account any threat to health and
safe~,, the time to obtain appropriate permits and clearances from regulatory
authorities, and the time to obtain competitive bids from contractors), CITY or
any other third party, CITY may pay to have the same removed and TENANT
shall reimburse CITY for such costs within five (5) days of CITY’S demand for
payment.
vi.TENANT’S obligations under this Section shall survive the expiration or earlier
termination of this Lease.
34.ALL COVENANTS ARE CONDITIONS
All provisions of the Lease are expressly made conditions.
35.PARTIES OF INTEREST
Nothing in this agreement, expressed or implied, is intended to, or shall be construed to, confer
upon or to give to any person or part), other than CITY and TENANT the covenants, condition or
stipulations hereof. All covenants, stipulations, promises and agreements in this Lease shall be
for the sole and exclusive benefit of CITY and TENANT.
36.RECORDATION OF LEASE
Neither CITY nor TENANT shall record this Lease; however, a short-form memorandum of
Lease may be recorded at CITY’S request.
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35
A.P.NO. 008-05-005 6/28/2007
EXHIBIT B
(page 1 of 2)
DESCRIPTION OF LEASED PREMISES
LEASE BETWEEN CITY OF PALO ALTO AND
ENVIRONMENTAL VOLUNTEERS
PARCEL 3
Beginning at a point North 45° 49’ 01" East 104.46 feet from a 3/4 inch iron pipe with
plug stamped CPA LS5223 said 3A inch iron pipe being North 53° 44’ 04" East 1492.79
feet, from a monument in the centerline of Embarcadero Road. Said Monument being
North 51 ° 37’ 00" East 1558.72 feet, from the imersections of the centerlines of
Embarcadero Road and Faber Place;
Thence South 45° 08’ 45" East 83.68 feet;
Thence North 42° 52’ 45" East 108.00 feet to a nail;
Thence North 45° 08’ 45" West 78.!4 feet to a 3~ inch iron pipe with plug stamped CPA
LS5223;
Thence South 45° 49’ 01" West 107.95 feet to point of beginning.
Being part of that certain 29.66 acre parcel recorded January 14, 1921 in Volume 532 of
deeds at page 59 of Santa Clara County Official Records.
Parcel 3 containing 8,733 square feet (0.20 acres) more or less
Parcel 3 shox~T~ on Exhibit B and made a part hereof.
James Kiehl, LS 7152
Expires 6-30-2009
EXHIBIT B
S:\PWD\ENG\,TYPING\KIEHL\PROJECTS 1\EAST OF
SCOUT\sc062507.doc
i of 1
101\SEA
EXHIBIT C
PROJECT DESCRIPTION
The Project consists of the rehabilitation and relocation of the former Sea Scout building for use
as TENANT’s office headquarters for conducting its mission of promoting the understanding of
and responsibility for the environment through hands-on-science education. TENANT will
provide 50 hours per year of public information and education to Baylands visitors and/or Palo
Alto community members including environmental education programs, community lectures,
open houses, nature walks, Baylands restoration project, and camp programs. TENANT will
create and display for the public at least two permanent, exterior educational exhibits which will
be periodically re-designed and updated.
Rehabilitation and adaptive re-use of the building will be in accordance with the findings of the
Historic Resources Report for the building and the Secretary of Interior’s Standards for Historic
Rehabilitation. Improvements include seismic upgrading including a new foundation, addition of
sustainable and environmentally sensitive features and improvement of the site with a natural
landscaping plan. The existing seawall will be removed and the waterfront bank returned to its
natural state. The Marsh Front Trail will be improved by closing the gap in the multi-use public
trail. The rehabilitation of the building will incorporate numerous "Green" design features to
make it a more environmentally sensitive and responsive facility and to provide an example to
other organizations and the community.
A public restroom near the duck pond will be constructed and CITY will reimburse TENANT
for costs over $75,000
070521jb 0130067
37
EXHIBIT D
DEVELOPMENT PLANS AND CONSTRUCTION DRAWENGS
070521jb 0130067
38
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 "CiD" 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.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1) Insurance Services Office Commercial General LiabiliD, coverage
(occurrence form CG 0001).
2) Insurance Services Office form number CA 0001 (Ed. !/87) covering
Automobile Liability, code 1 (any auto).
3) Workers’ Compensation insurance as required by the State of California and
Employer’s Liability Insurance (for lesees with employees).
4)Propels,; insurance against all risks of loss to any tenant improvements or
betterments
The policy or policies of insurance maintained by TENANT shall provide the following limits
and coverages:
POLICY MINIMUM LIMITS OF LIABILITY
(1) Commercial General Liability $1,000,000 per each occurrence for bodily
injury, personal injury and property damage
(2) Automobile Liabili~;
Including Owned. Hired and
Non-Owned Automobiles
$1,000,000 Combined Single Limit
(3) Workers’ Compensation
Employers Liability
Statutory
$1,000,000 per accident for bodily injury or
disease
(4) Tenant’s Property Insurance
Tenant shall procure and maintain property insurance coverage for:
(a) all office furniture, trade fixture, office equipment, merchandise.
070521jb 0130067
39
and all other items of Tenant’s property in, on, at, or about the
premises and the building, include property installed by, for,
or at the expense of Tenant;
(b) all other improvements, betterments, alterations, and additions
to the premises.
Tenant’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 Ci~; of Palo 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
(c) 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 CITY. 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
TENANT 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 parD,
shall indemni~, the other against any loss or expense including reasonable
attorney fees, resulting from the failure to obtain such waiver.
3.Name the CITY OF PALO 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 TENANT; products and completed operations of the
TENANT; premises owned, occupied or used by the TENANT; or automobiles
owned, leased, hired or borrowed by the TENANT. The coverage shall contain
070521jb 0130067
40
no special limitations on the scope of protection afforded to the CITY, its officers,
officials, employees, agents or volunteers.
Provide that for any claims related to this Lease, the TENANT’s insurance
coverage shal! 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 TENANT’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 not affect coverage provided to the
CITY, its officers, officials, employees, agents or volunteers.
Provide that TENANT’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 liabili~,.
TENANT 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 TENANT’s act(s) or TENANT’s
permitting certain activities to take place.
Acceptabiliw 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 Rectuirements
TENANT shall deposit with the Cit), Manager, on or before the effective date of this Lease,
certificates of insurance necessary to satis~ 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 TENANT 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 TENANT 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 TENANT 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.
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The City Manager shall noti~ TENANT in writing of changes in the insurance requirements. If
TENANT does not deposit copies of acceptable insurance policies with CITY incorporating such
changes within six~, (60) days of receipt of such notice, or in the event TENANT fails to
maintain in effect any required insurance coverage, TENANT shall be in default under this lease
without further notice to TENANT. 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
TENANT’S liabiliD; hereunder nor to fulfill the indemnification provision and requirements of
this Lease. Notwithstanding the policy or policies of insurance, TENANT 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.
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EXHIBIT F
LONG TERM MAINTENANCE PLAN AND SCHEDULE FOR THE PREMISES
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10.
EXHIBIT II
(to Option Ageement)
Secreta~ of the Interior’s Standards for Rehabilitation*
A prope~%~ 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 craftsmanship
that characterize a property, shall be preserved.
Deteriorated historic features shall be repaired rather than replaced. Where the severiD; 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 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 differentiated from the
old and shall be compatible with the massing, size, scale, and architectural features to
protect the historic integriD~ 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 integrib~ 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, or they may be reviewed on the Internet at www2.cr.nps.gov/tps!lo_z/rt~b!sta,~d.htm.
Click on "Guidelines."
ATTACHMENT D
SUMMARY OF OPTION TO LEASE
between the City of Pa!o Alto and the Environmental Volunteers (EV)
for the Sea Scout building at the Palo Alto Baylands
Conditions of the Option
Prior to exercising its option to lease the property, the EV (Optionee) must satis~~ the
following conditions:
o
Pay the Purchase Price of the Option.
Submit schematic plans for the project within twelve (12) months of the
commencement of the option;
Receive approval of its development plan for the entire project from the Historic
Resources Board, Architectural Review Board, Planning & Transportation
Commission and City Council;
Receive approval from the City Engineer and Chief Building Official of
construction drawings, including the construction contract form and proposed
construction schedule. If property is phased, this requirement shall apply only to
Phase I improvements.
Comply with all requirements of the California Environmental Quality Act
(CEQA);
Receive approval from the City Manager of a long-term maintenance plan and
schedule for the building during the Lease terna.
Provide evidence to the Real Property Manager that any and all permits from any
agencies having pre-construction jurisdiction over the proposed development have
been authorized and are available.
Satisfy the Director of Administrative Services that the EV has sufficient finances
or financial commitments to implement the project as approved by the City and
furnish to the Director of Administrative Services evidence that sufficient
financial security will be available to construct the project.
Submit to the Real Property Manager a security deposit as required by the Lease.
Terms of the Lease
LESSOR:
City of Palo Alto
TENANT:
The Enviro~zmental Volunteers, a non-profit corporation
PREMISES:
Sea Scout building at Palo Alto Baylands, 2560 Embarcadero Road
PURPOSE:
The purpose of the lease is to allow the EV to perforna the project as described in Exhibit
C to the lease by developing and operating a facility to house EV’s offices and programs
and to provide various educational and training programs to the public according to the
terms and conditions of this Lease.
TE~M:
The term of the lease is 40 )’ears.
REQUIRED AND PERMITTED USES AND SERVICES:
Required Uses:
1.Rehabilitate, adaptively re-use and improve and maintain the Sea Scout Building.
2.Construct a public restroom near the duck pond at the Baylands Park. City to
reimburse EV for any cost over $75,000 and be responsible for the maintenance
of the restroom.
3.Improve Marsh Front Trai! access by constructing accessible comaections bea,veen
the promenade deck of the building and the two adjacent termini of the trai! in
order to close the gap. The trail colmections and promenade deck to be open to the
public during park hours and EV shall maintain the trail along the promenade
deck.
4.Create at least two permanent, exterior educational displays for the public
highlighting the historical background and former uses of the building and
another dealing with Bayland Ecology related to the flora and fauna of the Bay.
5.Remove the existing seawall which will allow the waterfront ban to return to its
natural state.
6.Restore the natural area around the building to create an opportunity for public
education and study of natural area restoration.
7.Provide 50 hours amma!ly of information and education to the public, including
but not limited to environmental education programs, community lectures, open
houses, nature walks, Baylands restoration projects, and camp programs.
8.Provide public benefits through fulfillment of the EV mission.
9.Enhance the public’s envirorm~ental awareness and sensitivity to natural science
issues t!~ough activities which may include classes, displays, and exhibits,
provided that EV may charge an admission fee and establish specific attendance
times. Fee schedules shall be subject to approval by the City Manager or
designee.
10.Incorporate nmnerous "green" design features in the rehabilitation of the building
to make a more environmentally sensitive and responsive facility and,
additionally, to provide an example for other organizations and the community.
11.Meet with City every five (5)),ears to confer and review the effectiveness and
relevance of the above listed Required Uses. Upon mutual agreement, the parties
may substitute, modi~, add or eliminate Required Uses to reflect current and
projected community interest, need or preference. Any change to the Required
Uses shall be reflected in a written modification to this Lease.
Permitted Uses:
1. Administrative offices and storage.
2. Workshops, classes and lectures associated with EV mission and operations.
3. Fundraising activities to support the required and permitted services including but
limited to sales of goods and gifts related to EV’s use and programs and hosting
of benefits and programs.
4. Periodic rental of space for fundraising purposes as long as it is not for
commercial pro-poses and does not interfere with or limit required services.
Rental fee charges shall be subject to approval by City Manager.
CONSIDERATION!RENT:
1. Monetary: One Dollar ($1.00) per year rent and up to $75,000 of the construction
cost of the public restroom.
2.Non-monetary: Developmem and operation of a non-profit environmental
organization headquarters consistent with the purpose and clauses of the Lease, at
no cost to the City.
SECURITY DEPOSIT:
A $5,000 security deposit which can be cash, assignment of savings account, certificate
of deposit or letter of credit.
REQUIRED IMPROVEMENTS:
Required improvements are those improvements which are identified and shown in the
plans approved by the City during the option period. All improvements to be at no cost
to City.
MAINTENANCE AND REPAIRS:
EV shall be responsible for all maintenance and repairs in accordance with the City-
approved maintenance program approved during the option period.
ASSIGNMENT AND SUBLETTING:
Any assiglm~ent, subletting or encumbrance of the lease is prohibited.
TAXES, AS SMES SMENTS AND UTILITIES:
EV shall be responsible for all costs for utilities, taxes and assessments for the premises.
INSURANCE:
The EV shall maintain insurance meeting the City’s standard requirements for insurance
protection.
ATTACHMENT E
Permit/Planning Fees To Be Waived
Environmental Volunteers
Building permit fee $12,958
Building plan check $10,366
Planning plan check $ 3,886
Fire plan check $ 5,829
PW plan check $ 1,554
SMIP $ 420
Elec/Mech/Plumbing $ 1.026
Plannin~ Fees $15.000*
TOTAL $51,000
*Planning fees are estimated because some are cost recovery and charged on an hourly basis.