HomeMy WebLinkAbout2003-03-17 City CouncilCity of Palo Alto
City Manager's Report
TO: HONORABLE CITY COUNCIL 6
FROM: CITY MANAGER DEPARTMENT: ADMINISTRATIVE
SERVICES
DATE: MARCH 17, 2003 Cl\1R: 143:03
SUBJECT: REQUEST FOR PROPOSALS TO LEASE THE SEA SCOUT BASE,
2560 EMBARCADERO ROAD, PALO AL TO
RECOMMENDATION
Staff recommends that the City Council I) approve the Policy and Services Committee
recommendation to remove the direction that the Sea Scout Base be used for Sea Scout
and other youth activities and 2) approve the attached Request for Proposals (RFP)
package and direct staff to solicit proposals for leasing the Sea Scout Base.
BACKGROUND
The Baylands Master Plan (Plan), adopted by the Council in 1979, established a plan for
the harbor. The Plan called for the removal of the be1ihs and buildings, and the return 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 Repori that recommended the demolition of the Sea Scout building
as part of the harbor reclamation project. In 1986, Council approved Capital
Improvement Program (CIP) Project No. 86-06, ,vhich was established to implement the
goals of the Baylands Master Plan.
On October 24, 1988, (CMR:495:88) and again on June 8, 1998, Council delayed the
demolition of the Sea Scout building in order to give the Sea Scouts time to find a nev11
meeting place, given the damaged condition of the Sea Scout facility floor and foundation
and the infeasibility of repair.
On April 17, 2000, Council granted the Lucie Stern Maritime Center's (LSMC) request
to give LSMC until January 30, 2001 to secure funding and find a location for the Sea
Scout Base. (The LSMC is a non-profit organization. Its members are Sea Scouts, former
Sea Scouts and those interested in preserving the facility at the Palo Alto Baylands for
· Sea Scout usage and museum purposes).
CMR: 143:03 Page I of 5
On May 6, 2002, Council adopted the Historic Resources Board's recommendation 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
community uses" and 2) gave P&S the direction to revie\v, as expeditiously as possible,
issuance of an RFP so that other nonprofit organizations would be encouraged to
participate.
On August 7, 2002, the Historic Resources Board (HRB) \Vas asked to recommend one of
three specific sites for relocation of the Sea Scout building. In an effort to save the
building, the HRB chose to prioritize the sites rather than select a specific site. The HRB
also recommended that the Baylands Master Plan: be amended to protect and save all
historic improvements, and that the City take steps to protect the Sea Scout building from
further deterioration prior to turning it over to a third party for renovation.
On September 10, 2002, the Policy and Services Committee recommended to City
Council to request staff to remove the direction that the building be used for Sea Scouts
and other youth activities and prepare a Request for Proposals for an option to lease the
facility to other nonprofit agencies. A one-year RFP process and a two-year term on the
option should be included and the tenant should be required to pay for all costs associated
with the renovation and relocation and obtain all necessary permit approvals prior to
entering into a lease. The P&S Committee also did not recommend a specific relocation
site for the Sea Scout building, preferring instead to leave all options open.
DISCUSSION
The attached RFP consists of an Information Flyer (summarizing the offering) and a
Proposal Package (including Proposal Forms, Proposal Questionnaire, Option to Lease,
and Lease). The intent of the RFP is to lease the property under a long-term lease to a
non-profit group or organization(s) that can improve, maintain and operate the property
for a use that:
o provides public benefit and public access
@ preserves and maintains the historic significance of the property
• does not adversely impact the Palo Alto Baylands Preserve
Preference will be given to non-profit groups benefiting youth, seniors, wildlife and/or
the environment. In addition, the RFP requires that improvements, maintenance and
operation of the property be at no cost to the City. The RFP is summarized below· and in
Attachment A.
CMR:143:03 Page 2 of5
Propertv Description
The 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's first story floor levels are subject to flooding during biannual extreme high
tides, and therefore its rehabilitation will require extensive subfloor rehabilitation and
relocation to a higher elevation either at its current site or two alternative sites (sites A, B
or C in Attachment A to the Information Flyer). There is no on-site parking, and
occupants and visitors will need to use either of the existing asphalt lots (refer to
Information Flyer Attachment A).
Use of the Property
The Palo Alto Municipal Code requires that City parkland be open to the public and
prohibits exclusive use by private groups. Any use of the Sea Scout Base must be
accessible to the public and may not be limited to private office use by organizations. The
City will also require that the use of the property be of benefit to the City and community
as a ,vhole, that it be consistent with City goals and objectives as set forth in the
Comprehensive Plan, Baylands Master Plan and Zoning Ordinance, and that the impact
of the proposed use will not be detrimental to the community and environment. The City
encourages uses benefiting youth, seniors, wildlife and/or the environment.
Historic Preservation
The RFP explains the architectural and historic significance of the Sea Scout Base and
that the City desires to preserve as much of its historic significance and integrity as
possible. A summary of the guidelines for historic preservation in the Secretary of the
Interior's Standards of Rehabilitation for Historic Buildings is attached to both the
Information Flyer and the Option to Lease. It ,vill be up to the proposer to shmv how its
proposed improvements and possible modifications to the property are responsive to the
Secretary's Standards and Guidelines for historic preservation and rehabilitation. The
City maintains the ability to control the appropriate degree of historic preservation for the
site through its evaluation and selection of proposals and required review and approval of
the use and development plans during the option term.
Required Improvements and Estimated Costs
The tenant ·will be responsible for the building relocation and all improvements and
maintenance required by the City or necessitated by the proposed use. Improvements and
modifications that ,vill be necessitated by a future use of the property are not possible to
determine precisely without knowing the nature of the specific use and therefore the cost
can only be estimated at this point. At this time, the cost to relocate, upgrade and
rehabilitate the building is estimated to be bet,veen $750,000 and $1,000,000, depending
upon the specific use.
Relocation of Buildirnz
The three alternative sites for locatimr the building are shown and described in '--' '-'
Attachments A and B to the Information Flyer. Because each site has different
CMR:143:03 Page 3 of5
advantages and disadvantages with respect to historic preservation, cost and compliance
with the City's Baylands Master Plan, the specific location will be determined through
the permit process, during the option period. In addition to the City, agencies involved in
the permitting process include, but are not limited to, the San Francisco Bay
Conservation Development Commission, Regional Water Quality Control, the Army
Corps of Engineers, U.S. Fish and \Vildlife Service and the California Depaiiment of Fish
and Game.
Evaluation of proposals
Proposers will be required to show· how their proposed use, improvements and
modifications meet the requirements for use and historic preservation of the property.
Consistent with the City's policy for the Leased Use of City Land/Facilities, proposers
will be required to provide the following information, which will be considered in
evaluating proposals: 1) the extent to \vhich the proposed leased use satisfies a public
need or provides public benefit; 2) the extent to ·which the proposal is responsive to the
guidelines and standards for historic preservation/rehabilitation; 3) the consistency of the
proposed use with existing City goals and objectives (as set forth in the Comprehensive
Plan, Zoning Ordinance, Baylands Master Plan, and general municipal services
objectives); 4) the impact of the proposed use upon the community, and environment; 5)
the degree of public access and fees to be charged to Palo Alto citizens; 6) the monetary
and non-monetary consideration to be provided to the City; 7) the history and assessment
of the proposer's ability to finance and carry out the construction, operation and
maintenance of the facility and services as proposed; and 8) a five-year pro-forma
financial analysis of the proposed use, setting forth the project revenues and expenses for
this period of time.
Proposals ·will be reviewed and evaluated for recommendation to the City Council by a
proposal evaluation committee comprised of staff from Planning, Real Estate, Public
Works and Community Services Departments, and a member of the Historic Resources
Board and/or Architectural Review Board.
Proposed Schedule for Solicitation
Follm;ving Council approval, staff will advertise the RFP in local nevvspapers and send
the information flyer to the City's surplus property mailing list, local non-profit groups
and to those persons and groups who have expressed interest in leasing the property.
Proposals will be accepted until April 13, 2004, when sealed proposals vvill be opened.
Proposals and proposers \Vill then be reviewed by the evaluation committee using the
criteria summarized above, and the proposals and recommendations for a successful
bidder will be fonvarded to the City Council.
RESOURCE IMPACT
The RFP requires prospective tenants to lease, improve, maintain and operate the
property at no cost to the City.
CMR:143:03 Page 4 of5
POLICY IMPLICATIONS
The RFP is consistent with Policy and Procedures 1-11, Leased Use of City
Land/Facilities. Relocation and rehabilitation of the facility ·will require Council approval
of a Park Improvement Ordinance at the time Council approves the final plans submitted
by the optionee.
ENVIRONMENT AL REVIE\V
An environmental impact assessment (EIA), as may be required by the California
Environmental Quality Act, will be performed in connection vvith the proposal that staff
ultimately recommends to the Council as the one that should be a awarded the option to
lease the property. The EIA would address potential impacts including historic
rehabilitation and impact on the Baylands. In addition, option conditions included in the
RFP require optionees to comply with all requirements of the California Environmental
Quality Act.
ATTACHMENTS
Attachment A : Summary ofRFP
Attachment B: Request for Proposal, including:
Information Flyer
Proposal Package
PREPARED BY:
WILLIAM W. FELLMAN
Manager, Real Prope1iy
DEPARTMENTAL HEAD APPROVAL:C'...... '>L
CARL YEATS. Director
Adminiltrative Services
CITY MANAGER APPROVAL:~.~,~,..£)
\. EMILY HARRISON
Assistant City Manager
cc: Kevin Murray and Rocky Trujillo -LSMC
Valerie Baldvvin -\Vildlife Rescue
Janet Tashjian Hanson -SFBBO
Pria Graves
Beth Bunnenberg
Emily Renze!
CMR:143:03 Page 5 of5
ATTACHMENT A
SUMMARY -SEA SCOUT BASE PROPERTY
REQUEST FOR PROPSAL
The Request for Proposal (RFP) consists of I.) the Information Flyer and II.) the
Proposal Package.
I. Information Flyer
The information Flyer summarizes the offering and will be sent to interested
person or organizations. The Information Flyer includes the following
information:
A. Minimum bid ($5,000, which reflects the estimated cost to solicit
proposals,) and the date the proposals are due (April 13, 2004).
B. General description of the property to be leased, including location map.
C. Statement of intent of the RFP and requirements for use.
D. Required improvements, maintenance and historic preservation.
E. Summary of the terms of the Option to Lease and Lease.
F. Instructions for obtaining the Proposal Package.
II. Proposal Package
The Proposal Package summarizes the proposal requirements and procedures and
lists the evaluation criteria. It includes the Proposal Forms, Proposal
Questionnaire and the Option to Lease and Lease.
A. Option to Lease -The term of the Option is 2 years, and it may not be
exercised until the Optionee has fulfilled the following conditions:
1. Paid the pu_rchase price of the Option (minimum $5,000).
2. Submitted schematic plans for the project within six (6) months of the
commencement of the option.
3. Received approval of its development plans for the entire project from
the Historic Resources Board (HRB), Architectural Review Board
(ARB); Planning & Transportation Commission and City Council.
4. Received approval from the City Engineer and Chief Building Official
of construction drawings, including the construction contract form and
proposed construction schedule.
5. Complied with all requirements of the California Environmental
Quality Act (CEQA).
6. Received approval from the City Manager of a long-term maintenance
plan and schedule for the building during the lease term.
7. Received approval of any land use permits or approval required to
implement the project and development plans.
8. Provided 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. If
property is phased, this requirement shall apply only to Phase I
improvements.
9. Satisfied the Director of Administrative Services that the Optionee 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.
10. Submitted to the Real Property Manager a security deposit as required
by the Lease.
B. Lease -the key provisions in the lease are as follows:
1. Premises: the property and improvements known as the Sea Scout
Base, to be located at one of three sites in the Palo Alto Bay lands.
2. Required uses: specific use is to be determined, but any use shall
provide public benefit, be compatible with the park ordinance and
have no adverse impact on the environment.
3. Term: 20 years
4. Rent: the minimum rent is $1.00 per year. The amount of any
monetary rent will depend on the value of improvements and the
public benefit (non-monetary consideration) proposed.
5. Improvements to be made by tenant: Required improvements \Vill be
those improvements which are identified and shown in the plans
approved by the City during the option period.
6. Construction or additional alteration by tenant subsequent to the initial
construction: Tenant may not make any changes to the property
without prior City review and approval.
7. Security Deposit: $10,000
8. Maintenance and Repairs: Tenant shall be responsible for all
maintenance and repairs in accordance with the City-approved
maintenance program approved during the option period.
9. Assignments and subletting: Any assignment, subletting or
encumbrance of the lease is subject to City approval.
10. Taxes, Assessments and Utilities: Tenant shall be responsible for all
costs for utilities, taxes and assessments for the premises.
11. Insurance: The tenant shall maintain insurance meeting the City's
standard requirements for insurance protection.
~;7~
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SEA SCOUT BASE ATTACHMENT B Information Flyer
WHAT IS IT?
WHERE IS IT?
CITY OF PALO ALTO
SUMMARY OF LEASE OPPORTUI\TJTY
REQUEST FOR PROPOSALS
LEASE OF CITY-OW1\1ED PROPERTY
2560 EMBARCADERO ROAD, PALO ALTO
SEA SCOUT BASE
An opportunity to obtain a 2-year option to lease with
a 20-year lease to develop and operate a public
benefit facility in a City-owned property consisting of
a 2,209 square foot building commonly known as the
Sea Scout Building (see attached maps).
At 2560 Embarcadero Road, Palo Alto.
WHAT IS THE ZOI\11NG? The property is currently zoned PF-D (Public
Facility-Site and Design District).
WHAT USES WOULD BE
PERMITTED? Uses by non-profit organizations providing public
benefit and public access. Depending on the nature
of the specific use, a conditional use permit or zone
change may be required.
WHEN ARE PROPOSALS DUE? Proposals are due on or before 3:00 p.m. on Tuesday,
April 13, 2004 and should be submitted to:
IS THERE A MINIMUM BID?
HOW DO I GET A PROPOSAL
Manager, Purchasing/Contract Administration
City of Palo Alto, First Floor
P.O. Box 10250
Palo Alto, CA 94303
The minimum acceptable bid for the purchase of the
Option to Lease is $5,000.
If you would like to obtain the Request for Proposals
package or are interested in further information,
please contact:
Bill Fellman
City of Palo Alto/Real Estate Division
250 Hamilton A venue
P.O. Box 10250
Palo Alto, CA 94303
(650) 329-2472
I. GEl\TERAL DESCRIPTION OF PROPERTY, IMPROVEMENTS AND
SURROUN'DINGS
A. Background:
Located in the Palo Alto Baylands Nature Preserve, the 2,209 square-foot
former Sea Scout Base was built in 1941. The building was used by the
Sea Scouts until 2001, when, due to water damage sustained over the
years, the building was determined to be unsafe for occupancy.
The structure is listed as a Category 1 Significant Historic Building on the
City of Palo Alto Historic Building Inventory. The building is a fine
example of the Streamline Modeme style. It is a wood frame building clad
in horizontal v-groove siding and is designed, like many other Streamline
Modeme buildings, to resemble the upper portion of a ship. It is an
unusual and inventive example of the style in that its intended maritime
usage caused the design to be closer in appearance to an actual ship than is
the case with most Streamline Modeme buildings. Character-defining
features of the style of the Sea Scout Base include the overall ship-like
form, flat roofs, rounded comers, decks with steep metal stairways, thin
metal railings, rows of porthole window, ribbons of rectangular windows,
strips of colored molding crowning the white walls which visually serve as
"speed lines" running around the building, and the "pilot house" and mast
on the roof.
B. Property Description, Improvements, Surroundings:
The property available for lease is a 2,209 square foot wood frame
structure supported on a pile foundation. It is composed of three sections:
two one-story wings on each side and a taller high-bay center section,
equivalent to two stories in height. The building has a flat, tar and gravel
roof on all three sections and wood plank decks balconies run the full
length of the lower and an upper level on the south side, facing the marsh
frontage. The building's first-story floor levels are subject to flooding
during biannual extreme high tides, and therefor its rehabilitation will
require extensive sub-floor rehabilitation and relocation to a higher
elevation at one of three sites (A, B or C as shown on Attachment A).
The land is currently zoned Public Facility-Site & Design District (PF-D)
and is dedicated parkland. The site is adjacent to the tidal marshes on the
southeast and the Palo Alto Duck Pond on the northwest. To the northeast
is the Baylands Interpretive Center, and to the southwest, the Palo Alto
Airport.
There will be no on-site parking for any future use of the Sea Scout Base.
Occupants and visitors to the site will need to use either of the existing
2
asphalt lots: the south Duck Pond parking lot or the parking lot just
outside the entrance to the harbor area of the Preserve (refer to Attachment
A).
II. SEA SCOUT BUILDING -REQUIRED USES AI\TD IMPROVEMENTS
A. GENERAL STATEMENT OF INTENT OF REQUEST FOR
PROPOSALS
The Sea Scout Base is historically significant and is located in the
environmentally sensitive Palo Alto Baylands Preserve. It is the City's
desire to lease the building under a long term lease to a non-profit group or
organization that can rehabilitate, improve, maintain and operate the
property for a use that provides public benefit and public access, does not
adversely impact the Baylands environment, and maintains the historic
significance of the building.
The City seeks a long-term tenant to improve, maintain and operate the
property so that no cost is incurred by the City for operating or upgrading
the facility and so that public benefit is generated for the City.
B. SEA SCOUT BASE-REQUIREMENTS FOR USE
The Palo Alto Municipal Code requires that use of City parkland be open
to the public and prohibits exclusive use by private groups. Any use of the
Sea Scout Base must be accessible to the public and may not be limited to
private office use by organizations. The City will also require that the use
of the property be of benefit to the City and community as a whole, that it
is consistent with City goals and objectives as set forth in the
Comprehensive Plan, Baylands Master Plan and Zoning Ordinance, and
that the impact of the proposed use will not be detrimental to the
community and environment. The City encourages uses benefiting youth,
seniors, wildlife and/or the environment.
C. REQUIREMENTS FOR IMPROVEMENTS, MAINTENANCE AND
HISTORIC PRESERVATION.
The tenant will be responsible for the building rehabilitation and all
improvements and maintenance required by the City or necessitated by the
proposed use.
Improvements and modifications that will be necessitated by a future use
of the property are not possible to determine precisely without
knowing the nature of the specific use. However, the City will require that
the building be rehabilitated and relocated to a higher elevation at one of
the three sites shown on Attachment A. (Additional information on each
3
site is included in Attachment B.) The specific site will be determined
through the permit process, which will involve several agencies, including
those listed below. The estimated cost to relocate, upgrade and
rehabilitate the building is estimated to be between $$750,000 and
$1,000,000, depending upon the use. It should be noted that in addition to
approvals from the City, relocation and rehabilitation of the Sea Scout
Base would require approval from various agencies having jurisdiction of
the Baylands. Those agencies include the San Francisco Bay Conservation
Development Commission, Regional Water Quality Control, the Army
Corp. of Engineers, U.S. Fish and Wildlife Service and the California
Department of Fish and Game.
The property is architecturally and historically significant, and the City
desires to preserve as much of the historic significance and integrity as
possible. General guidelines for historic preservation are included in the
Secretary of the Interior's Standards of Rehabilitation for Historic
Buildings (see Attachment C). It will be up to the proposer to show how
its proposed improvements and possible modifications to the property are
responsive to the standards and guidelines for historic preservation and
rehabilitation. Preference will be given to proposals that comply with the
Secretary of Interior's Standards.
III. SUMMARY OF LEASE AND OPTION TO LEASE
A. OPTION REQUIREMENTS
The successful proposer will be awarded a 24-month Option to Lease the
property. As reflected under the form of the Option to Lease Agreement,
during the option period the optionee must obtain plan approvals and
permits required for the proposed relocation, improvements and
modifications to the property, obtain City approval of any required
conditional use permit, variance or other discretionary approval that may
be required for the proposed use; obtain approval from all other agencies
having jurisdiction over the Baylands; and provide evidence that sufficient
financial security will be available to complete, operate and maintain the
project. City review of the optionee's plans will include review by the
Historic Resources Board, Architectural Review Board, Planning and
Transportation Commission and City Council of both exterior and interior
modifications to the building. The option may be exercised at any time
within the option period that the optionee has satisfactorily met all of the
Option requirements.
B. OUTLll\TE OF LEASE PROVISIONS
4
Some of the major Lease provisions are highlighted below. This
information is not intended to be definite but is intended to provide a basic
summary of the major lease provisions. It is the responsibility of each
prospective tenant to review the request for proposals and proposal
package, and the documents contained in the package, including both the
form of Option to Lease document and the form of the Lease, exarrune the
econorruc environment, and make such further investigation as necessary
to insure that he/she fully understands the nature of the undertaking and
the obligations he/she will assume if the proposal is accepted. The form of
the legal documents may also be subject to change and further negotiation
with the City once the successful proposers is chosen, based on the use of
the property.
1. Term of Lease: 20 years
2. Required use: use by a non-profit agency or organization which
includes public benefit
3. Rent: The rrunimum rent is one dollar ($1.00) per year. The
amount of any monetary rent will depend on the nature and value
of the improvements and the public benefit (non-monetary
consideration) proposed.
4. Improvements to be made by the tenant: Required improvements
are those improvements necessary to accommodate the proposed
use and to preserve the historic integrity of the building and
property and those \vhich are identified and shown in the plans
approved by the City during the option period.
5. Insurance: The tenant shall maintain the following insurance
acceptable to the City in full force and effect through the terms of
the Lease. The policy or policies of insurance maintained by the
tenant shall provide the following limits and coverage with the
City being names as additional insured under the policy or policies:
POLICY MINIMUM LIMITS OF LIABILITY
a. WORKER'S
COMPENSATION Statutory
b. COMPREHENSIVE Bodily Injury Sl,000.000 ea. person
AUTOMOBILE $1,000,000 ea. occurrence
LIABILITY Property Damage Sl,000,000 ea. occurrence
Including Owned, Hired
And Non-Owned
Automobiles
c. COMMERCIAL Bodily Injury Sl.000.000 ea. person
GENERAL Sl.000.000 ea. occurrence
5
LIABILITY
Including Property Damage
$1,000,000 aggregate
$1,000,000 ea. occurrence
C.
Products and
Completed Operations,
Broad Form Contractual
And Personal Injury
FIRE AND EXTENDED
COVERAGE
Not less than 100% of replacement cost.
d. COURSE OF CONSTRUCTION Completed value of project
6. Assignment: Any assignment or encumbrance of the lease must
receive prior City approval.
7. Utilities: The tenant shall be responsible for all utilities
supplied to the premises.
8. Maintenance and Repair: The tenant shall be responsible for all
maintenance and repairs in accordance with a City-approved
maintenance program to preserve the historic features of the
building.
9. Taxes and Assessments: The tenant shall be responsible for all
taxes and assessments (including but not limited to possessory
interest tax).
6
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PRIORITY 8 RESTORATION/
ENHANCEMENT
Palo Alto Baylands
Attach1nent A-2
This map is a product of the
City of Palo .t\lto GIS
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A TT ACI-Ilv1ENT B
Alternative Sites for Location of Sea Scout Base
Site A
In order to rehabilitate the building in its current location, the building would have to be
moved while new piers are driven, then moved back onto the new foundation. This
location preserves the building in its historic location, but it could increase both the cost
to move the building and the chances the building would be damaged during moving. It
would also require that the sea wall be shored up or replaced. Use of this site would
require changes to the Marsh Restoration Master Plan.
Site B
The site of the former yacht club, this site is only 100 feet northeast of the current site of
the building. A new foundation would need to be constructed prior to moving the
building to the new site, and the sea wall would require work. Use of this site could
reduce the cost of moving the building and would require changes to the Marsh
Restoration Master Plan.
Site C
Between the Harbor Master cottage and the Interpretive Center, this site is at higher
elevation than sites A or B. This would eliminate the need for repair on the sea wall and
reduce the length of ramps to meet current ADA requirements. However, due to its
distance from the current site, use of this site would most negatively impact the
building's historic status; and would involve increased costs for moving and increased
chances for damage to the building. Use of this site would not require changes to the
Marsh Restoration Master Plan.
8
ATTACHMENT C
Secretary of the Interior's Standards for Rehabilitation*
l. A property shall be used for its historic purpose or be placed in a new use that requires
minimal change to the defining characteristics of the building and its site and
environment.
2. 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.
3. 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.
4. Most properties change over time: Those changes that have acquired historic significance
in their own right shall be retained and preserved.
5. Distinctive features, finishes, and construction techniques or examples of craftsmanship
that characterize a property shall be preserved.
6. Deteriorated historic features shall be repaired rather than replaced. Where the severity of
deterioration requires replacement of a distinctive feature, the new feature shall match the
old in design, color, texture, and other visual qualities and, where possible, materials.
Replacement of missing features shall be substantiated by documentary, physical, or
pictorial evidence.
7. 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.
8. Significant archeological resources affected by a project shall be protected and preserved.
If such resources must be disturbed, mitigation measures shall be undertaken.
9. 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 integrity of the property and its environment.
10. New additions and adjacent or related new construction shall be undertaken in such a
manner that if removed in the future, the essential form and integrity of the historic
property and its environment would be unimpaired.
*Guidelines for these Standards are available for public review in the Palo Alto Planning
Department, or they may be reviewed on the Internet at Hww2.cr.nps.govltps/tcv:lrlzb!stand.htm.
Click on "Guidelines."
7
a • ;;:J
§, . .:.::,~
• --' ,-.;-.·;:"7;
SEA SCOUT BASE Request for Proposals and Proposal Package
REQUEST FOR PROPOSALS
AND
PROPOSAL PACKAGE
SEA SCOUT BASE
This Request for Proposals and Proposal Package includes a surnmary
of the proposal requirements and procedures, and the Proposal
Forms (Proposal, Questionnaire, option to Lease Agreement and
Lease.) The Information Flyer attached to this Request for
Proposals ( the "Information Flyer") is hereby incorporated by
reference into this Request for Proposals and Proposal Package.
PROPOSAL REQUIREMENTS A.l\JD PROCEDURES
A. HOW TO SUBMIT A PROPOSAL
In order to submit your proposal you must:
1. Provide a written description of the proposed project
as indicated in the PROPOSED USE, HISTORIC PRESERVATION
AND DEVELOPMENT OF PROPERTY (Attachment A).
2. Complete and sign the attached PROPOSAL PACK}\GE and
PROPOSER'S QUESTIONNAIRE (Attachment B), and attach the
Option to Lease and Lease documents (Attachment C).
3. Complete and sign the attached PROPOSED PHYSICAL
CHANGES TO PROPERTY and ENVIRONMENTAL ASSESSMENT
WORKSHEET (Attachment D).
4. Attach a $5,000. 00 PROPOSAL DEPOSIT in the form of a
cashier's check, or certified check made payable to:
City of Palo Alto.
4. Return the completed proposal in a sealed envelope
5.
before the due date and time to:
Manager, Purchasing/Contract Administration
City of Palo Alto, First Floor
250 Hamilton avenue
P.O. Box 10250
Palo Alto, CA 94303
Mark the envelope:
13, 3:00 p.m."
"Sea Scout Building -opening Jl.pril
Proposals are due before 3:00 p.m., Tuesday, April 13, 2004. To
be considered, proposals must be received prior to this time.
B. REQUIRED PROPOSAL INFORfv.l.ATION AND EVA..LUATION OF PROPOSALS
Proposal documents shall be reviewed and proposers
interviewed by a committee made up of representatives of City
staff from Planning, Real Estate, Public Works, Community
Services and a member of the Historic Resources Board and/or
Architectural Review Board. Review of proposals shall
consider many factors, including but not limited to the
following information which must be provided in each
proposal:
1. The extent to which the proposal satisfies a public
need or provides public benefit. Preference will be
given to non-profit groups serving youth, seniors or
wildlife and/or the envirqnrnent.
2. The extent to which the proposal is responsive to the
guidelines and standards for rehabilitation for
historic preservation of the property as set forth in
the Secretary of the Interior 1 s Standards for
Rehabilitation of Historic Buildings attached as
Exhibit II to the Option to Lease Agreement.
3. The consistency of the proposed use with existing City
goals and objectives (set forth in the Comprehensive
Plan, Baylands Master Plan, Zoning Ordinance, and
Municipal Code) ;
4. The impact of the proposed use upon the immediate
vicinity/neighborhood, the community generally, and the
environment.
5. The history and assessment of the proposer 1 s ability to
carry out the proposed improvements and operate the
facility and services as proposed;
6. The consideration (monetary and non-monetary) to be
provided to the City.
7 . The degree of public access, i.e.,
people, especially City residents and
will be served by the proposed use.
the numbers of
taxpayers, that
8. The fees that will be charged to Palo Alto citizens, if
any.
9. A five-year
proposed use,
pro-forma financial analysis of
setting forth the project revenues
the
and
expenses for that period of time.
10. Evidence of the proposer's ability to finance or to
obtain financing for the required improvements.
All proposals, together v1ith the evaluation co:rn1nittee's
recommendations for a successful proposer, will then be forwarded
to the City Council for its selection of the successful proposal.
The City Council reserves the right to reject any and all
proposals or to accept that proposal which, in its opinion, will
best serve the public interest.
C. MINIMUM PURCHASE PRICE OF THE OPTION TO LEASE
The minimum bid for the purchase price of the Option is
$5,000.00.
ROTHP?,OPKG4
?.E..;.LES'!A'!'E. i /!-!S??.0?2
PROJECT: Sea Scouc Building
PROPOSP, PACK.A.GE
(With Option to Lease)
THIS IS A PROPOS.ll.l.., TO ACQUIRE .ZIJ~ OPTION TO LE.~SE FOR
PROPOSER
Name:
(Please print)
Address:
Phone No. Horne ( Work (
The undersigned ("PROPOSER") , hereby subrni ts 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. PROPOSER HEREBY PROPOSES THE FOLLOWING:
1. Monetary Bid Items:
a) PROPOSER agrees to pay to CITY as the purchase price of the
option, as set forth in Clause 3 (PURCH.~SE PRICE OF OPTION)
of the attached Option to Lease Agreement:
(A.mount in Words) (Amount in Nurnbers)
b) Additional monetary bid items (including proposed rental
during lease term):
2. Non-Monetary Bid Items ( these may be described in Attachment A,
PROPOSED USE, PRESERVATION F...1'Ju DEVELOPMENT OF PROPERTY):
B. TERMS 2\J\JlJ COl\iuITIONS
1. PROPOSER has carefully read and fully understands this PROPOSAL
doclLment and t h e Option to Lease Agreement a t tached to this
PROPOSAL, including its exhibit s.
2. The Opt ion to Lease Agreement, and its exhibits, is an int egral
part of this PROPOSAL and muse be attached to this PROPOSl,L.
3. PROPOSER warrants that it h as che capability to successfully
lLDdertake and complete the responsibilities and ob~igacions of
OPTIONEE and TEN.ZI.NT contained in the Option to Lease Agreement and
its exhibi ts.
4. A PROPOSER'S Deposit in the sum of
( $5,000.00) , in the form of a Cashier's
payable to the City of Palo Alto, must
PROPOSAL and is attached hereto.
Five Thou sand Dollars
or Certified Check made
be submitted with this
5. The PROPOSER'S Deposit will be held by CITY as a guarantee securing
the obligations PROPOSER agrees to assume in t his PROPOS.Zl..L. In che
event this PROPOS.Zl..L is accepted by CITY and PROPOSER fails to meet
the terms hereof, PROPOSER agrees that said sum represents a fair
and reasonable estimate of CITY's cost in preparing and soliciting
this offering, and PROPOSER further agrees that said sum shall be
retained by CITY as compensation for these costs. Upon execution
of t he Option t o Lease Agreement, said sum shall, at PROPOSER'S
option , be returned to PROPOSER or shall be credited toward the
Security Deposit required under the Option to Lease Agreement.
PROPOSER's Deposit will be returned to each proposer not selected
by the City upon City's execution of an Option to Lease Agreement
with the successful proposer.
6. This PROPOS.Zl..L may be· withdrawn ac any time prior to the time set
for opening the proposals but may not be withdrawn after t he time
set for such opening, i.e., April 13, 2004, 3:00 p.m.
7. Within ten (10) days after notification of the acceptance of this
PROPOSAL by CITY, PROPOSER will execute copies of the Option to
Lease Agreement in duplicate and deliver to CITY the executed
copies of said agreement, the required Security Deposit and the
bala~e of the purchase price of the option as set forth in the
Option to Lease Agreement.
8. PROPOSER has fully completed the Proposed Use, Preservation and
Development of Property (Attach.ment A), the Proposer's
Questionnaire (Attach.ment B) and the Proposed Physical Cha nge to
Property and Environmental Assessment Worksheet (Attachment D).
Attachment A, the completed Questionnaire and the Option to Lease
Agreement with its exhibits, including the Lease (Attach.ment C),
and the Proposed Physical Changes to Property and Environmental
Assessment Worksheet (Attach.ment D), are attached to this PROPOSAL
together with any appropriate or requested supplemental material .
9. PROPOSER represents that all of the information contained in or
supplementing said Questionnaire is true and correct to the best of
PROPOSER'S knowledge.
10. CITY reserves the right to reject any or all PROPOS.ll..LS and to
accept that PROPOSAL which will, in its opinion, best serve i:he
public interest.
11. By submission of this proposal, PROPOSER acir .. I1owledges and agrees
that the CITY has the right to make any inquiry or investigation it
deems appropriate to substantiate or supplement information
contained in this Questionnaire, and au thorizes the release to CITY
of any and all information sought in such inquiry or invescigation.
12 .
Property),
(Option to
Changes to
attached to
A (Proposed use, Preservacion and Development: of
r;c;-,7-r,_c:.r1.w1,J'T B (Proposer's Quescionnaire) , ATT.'".CH1·1ENT C
Lease Agreement) and ATTACHMENT D ( Proposed Physical
Property and Envirorunental Assessment Worksheet) are
and by t his reference made a part of this PROPOSAL.
13. PROPOSER acknowledges and agrees that the Option to Lease Agreement
and its exhibits, including the Lease, may be subject to change and
further negotiation with the City , based on the proposed use by t he
successful PROPOSER for the property .
PROPOSER
(Please sign)
(Corporate seal)
Date
ROTH??,0?5
ATTACHMENT A
PROPOSED USE, HISTORIC PRESERVATION
AND DEVELOPMENT OF PROPERTY
Provide a description of your proposed use and improvement of the
property. This description can be of any length and must be
included as Attachment A to the proposal. The description must
include all of the following information:
1. How your proposed use will satisfy a public need and benefit
the City and/or community.
2. The degree of public access provided by your proposed use,
including fees to be charged to Palo Alto citizens.
3 . How your proposed modifications to the property are
responsive to the Secretary's Standards For Rehabilitation
of Historic Buildings, which is attached as Exhibit II to
the Option to Lease Agreement.
4. A description of the plan for relocation and rehabilitation
to be performed to the property as required under Section II
(C) (2) of the Information Flyer.
?.E.ALEST.!.TE. 7 /:MS??.0?2
PROPOSER'S QUESTIONNAIRE
All information requested in this questionnaire MUST be furnished by the
PROPOSER, and MUST be submitted with the PROPOSAL. Statements must be complete
and accurate. Omission, inaccuracy, or misstatement MAY be cause for rejection
of this PROPOSAL.
How did you learn of this PROPOSAL offering?
C ) 1.
C ) 2.
Received City direct mail flyer
Word of mouth
C ) 3. Read about offering in following newspaper, magazine or newsletter:
I. PROPOSER
Name of PROPOSER exactly as it appears on the PROPOSAL and as it will appear on
any proposed agreement with the City:
Address of PROPOSER for purposes of notices or other communication relating to
the PROPOSAL:
Telephone Number of PROPOSER: Fax:
E-Mai 1 : _________________________________ _
PROPOSER intends to operate as a Sole Proprietorship ( ); Partnership C );
Corporation C ): Joint Venture C ); or------------------
REALEST ATE.7 rroWERB ATIACHMENTB
1
II. SOLE PROPRIETORSHIP STATEMENT
If a Sole Proprietorship, furnish the following:
1. Name in full:
2. Address:
3. Birthdate: Place of Birth:
4. California Driver's Lie. No.
Is proprietor doing business under a fictitious business name? If so, furnish
evidence that proprietor is authorized to do business under such fictitious
business name (e.g.) notice published in newspaper of general circulation; no.
of filing with a County Clerk).
III. PARTNERSHIP STATEMENT
If a Partnership, furnish the following:
1. Date of Organization?------------------------
2. General Partnership ( )
Limited Partnership ( )
3. Statement of Partnership recorded? Yes ( ) No ( )
Date Book Page County
4. Has the partnership done business in Santa Clara County?
Yes ( )
REALESTATE.7ffOWERB
No ( )
ATIACHMENTB
2
Name, address, and partnership share of each general partner.
Address
5. Furnish the Social Security number and California Driver's License number
of each person shown above.
V. NON-PROFIT CORPORATION STATEMENT*
1. If a non-profit corporation, furnish one copy of the following:
a. Articles of incorporation
b. Bylaws
c. A letter from the Internal Revenue Service stating that the
organization is tax exempt under Section 501(c)(3) or lOl(b) of the
IRS Code. A tax-exempt status under Section 170(b) or 509(a) is
also acceptable. The IRS letter must contain the proper name and
address of the organization, or a copy of the change notice which
has been forwarded to them.
d. A letter from the State of California stating that the organization
is tax exempt.
2. State the mission of the organization:
3. Please attach an organization chart showing Board of Directors, members,
if any, management and staffing levels.
4. Please include a membership list of your Board of Directors, their City
of residence, occupations, and dates of service on the Board.
5. How often does your Board meet?
6. What was the average attendance at Board meetings last year?
*NOTE: Proposers consisting of more than one non-profit organization shall
provide evidence of financial/legal commitment as a group
REALEST ATE.7 !TOWE RB ATTACHMENT B
3
VI. JOINT VENTURE STATEMENT
If a Joint Venture, answer the following:
1. Date of Organization ------------------------
2. Joint Venture Agreement recorded? Yes ( ) No C )
3. Has the Joint Venture done business in Santa Clara County?
Yes C ) No C )
4. Name and address of each Joint Venturer:
Address
5. Furnish the Social Security number and California Driver's License number
of each person or principals or officers of any entity shown under Item 4 above:
6. Attach a complete copy of the Joint Venture Agreement and any amendments.
REALEST ATE.7 /TOWERB ATIACHMENTB
4
VII. FINANCIAL DATA
A. FINANCIAL STATEMENT
Attach complete audited financial statements, prepared in accordance with
generally accepted accounting principles, reflecting your current
financial condition and that of the previous five years. The report must
include a balance sheet and income statement and must be prepared by a
licensed auditor. You must be prepared to substantiate all information
shown.
B. SURETY INFORMATION
C.
Have you ever applied for and obtained a bond? If so, provide details of
most recent bond .
Have you ever had a bond or surety denied, canceled or forfeited?
Yes C ) No C )
If yes, attach a statement naming the bonding company, date, amount of
bond, and reason for such cancellation or forfeiture.
BANKRUPTCY INFORMATION
Have you ever filed bankruptcy or been declared bankrupt?
Yes C ) No C )
If yes, give details, state date(s), court jurisdiction(s), case docket
number(s), amount of liabilities, and amount of assets.
REALEST ATE.7 /TOWERB ATIACHMENTB
5
D.
E.
PROPOSED METHOD OF FINANCING REPAIRS/IMPROVEMENTS/USE/OPERATION
The development and operation to which this proposal relates shall be
financed in the following manner:
FELONY INFORMATION
Have you or any principals or officers of the partnership or officers or
directors of the corporation, as applicable, ever been convicted of a
felony?
Yes C ) No C )
If yes, please state date(s), court location(s) and details of
conviction.
REALESTATE.7 /TOWERS A TT AC HM ENT 8
6
VIII. EXPERIENCE STATEMENT
Describe in detail the duration and extent of your experience with special
emphasis upon experience directly related to development and/or management of
the type of operation proposed for this project. Also describe, in detail, the
pertinent experience of the persons who will be directly involved in operation
and/or management of the operation proposed for this project.
REALEST ATE.7 /TOWERB ATTACHMENT B
7
IX. REFERENCES
Li st at 1 east four persons or firms with whom you have conducted business
transactions during the past three years. At least two references named should
have knowledge of your abi 1 i ty to finance the proposed project and your debt
payment history. At least two references should have knowledge of your
abilities to operate the proposed facility.
REFERENCE NO. 1
Name:
Firm:
Address:
Zip
Telephone:
Nature and magnitude of purchase, sale, loan, business association, etc.:
REFERENCE NO. 2
Name:
Firm:
Address:
Telephone:
Nature and magnitude of purchase, sale, loan, business association, etc.
REALEST ATE.7 !TOW ERB ATTACHMENT B
8
IX. REFERENCES
List at least four persons or firms with whom you have conducted business
transactions during the past three years. At least two references named should
have knowledge of your ability to finance the proposed project and your debt
payment history. At least two references should have knowledge of your
abilities to operate the proposed facility.
REFERENCE NO. 3
Name:
Firm:
Title: ______________________________ _
Address:
Zip
Telephone:
Nature and magnitude of purchase, sale, loan, business association, etc.:
REFERENCE NO. 4
Name:
Firm:
Title:------------------------------~
Address:
Telephone:
Nature and magnitude of purchase, sale, loan, business association , etc.
REALEST ATE.7 frOWERB ATIACHMENTB
9
X. METHOD OF OPERATION
Describe your specific plan for development and/or operation of the proposed
facility.
REALEST ATE.7 ff OW ERB A TT A CHM ENT 8
10
FINANCIAL INFORMATION
ESTIMATED CONSTRUCfION COSTS -
1. Relocation Costs:
2. Land Related Direct Construction Costs:
Land Preparation; including
off-sites, grading, etc.~~~~-
3. Building Related Direct Construction
Costs:
a. Shell Construction
b. Interior Finishes
C. Fixtures & Other Improvements
4. Indirect Costs:
a. Architect & Engineering
Sub-Total
Sub-Total~~~-
b. Legal, Appraisal & Accounting:~~~~-
c. Construction Loan Costs*:
i. points
ii. interest
Sub-Total~~~-
Total Estimated Construction Costs
*Assumes construction loan of$~-with interest estimated@ %
for months construction period. Source of construction loan payments
will be:
B. PRO-FORMA ANALYSIS -
On the attached page provide a five-year pro-forma analysis of income and
expenses for the proposed .project.
REALEST ATE.7!TOWERB ATIACHMENTB
11
Gross Income*
Less Vacancies
Effective Gross Income
Less Expenses:
Salaries and Wages
Suppl ies/Equi pme11l
--·-------------. Reserves for
Replacements
Maintenance/Repairs
l{ent
Insurance & Possessory
Interest Tax
Utilities
Olher: (List)
-------------·--·--. Net Income
-·
I st 2nd
( %)
FIVE YEAR PRO-FORMA ANALYSIS
YEAR OF OPERATION
----------3rd 4th
( 9h) ( %)
·----···
*On separate sheet, list all sources and individual amounts or gross income.
ATTACIIMENT B
12
5 Ttr
( 'Yr,) ( %)
··----
---·
XII. OTHER INFORMATION
Please provide any other information which you feel will be helpful in
evaluating your ability to successfully develop and/or operate the proposed facility in compliance with the City's Request for Proposals.
REALESTATE.7/TOWERB ATTACHMENT B
13
Project: Sea Scout Base
2560 Embarcadero Road
OPTION AGREEMENT
This Agreement is made this
between the City of Palo Alto,
("CITY"), and
corporation ("OPTIONEE").
day of , 200_, by and
a California municipal corporation
a California non-profit
RECITALS
A. CITY owns the building located at 2560 Embarcadero Road in the
City of Palo 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.
B. CITY, in compliance with its Policy and Procedures 1-11,
issued a request for proposals for an option to lease the
PROPERTY and received a proposal from OPTIONEE which was
selected by the City Council.
C. 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 (use of property)
"Project").
D. CITY desires to grant an exclusive option to OPTIONEE to lease
the PROPERTY, during which time OPTIONEE shall 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 mutually agree as follows:
l. 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
in the Lease.
R~L~.:..sE:s. 7 / OLW11S 1
2. TERM OF OPTION
The term of the option granted hereunder shall be twenty-four (24)
months and shall commence upon execution of this Agreement by the
Mayor of CITY.
3. PURCHASE PRICE OF OPTION
The purchase price of the option under this Agreement shall be
_____ Dollars ( $ ) , due and payable to CITY upon the
execution of this Agreement by OPTIONEE. CITY shall retain the
~~~~~~~~~-Dollars ($ ) purchase price even if
OPTIONEE does not ultimately exercise the option to lease in
accordance with the terms of this Agreement.
4. CONDITIONS PRECEDENT
The option to lease the PROPERTY under this Agreement may not be
exercised by OPTIONEE unless and until each and every following
condition has been satisfied:
A. Purchase Price of Option
OPTIONEE shall have paid the purchase price of the option as
required under Clause 3 hereof.
B. Schematic Plans Submittal
OPTIONEE shall have submitted the schematic plans to CITY for
the Project (the "Schematic Plans") within six (6) months of
the commencement of this Agreement. The Schematic Plans
shall include relocation plans, a site layout of all
buildings, schematic floor plans for all structures, simple
elevations of all structures, identification of the methods
and measures for preservation of historic features of the
site in accordance with the Secretary of Interior's Standards
for Rehabilitation for Historic Buildings attached to this
Agreement as Exhibit II and incorporated herein by this
reference, a plan for fulfilling 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 methods), and
a detailed estimate of the total construction cost for all
proposed improvements under the Project. Even if the
development of PROPERTY is intended to be performed in
phases, the Schematic Plans shall include all planned phases
of the PROPERTY'S development.
2
C. Development Plans Approvals
OPTIONEE shall have submitted to, and shall have received
approval of, the development plans for the PROPERTY ("the
Dev elopment Plans") from CITY' s Historic Resources Board,
Architectural Review Board, Planning & Transportation
Commission and City Council. The Development Plans shall
include the Schematic Plans, interior plans, structural
plans, exterior elevations, and interior elevations and shall
indicate specific plans and details of the interior and
exterior historic preservation and maintenance features to be
included in developing the PROPERTY. As much as possible,
and as directed by the City Council, 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 Development Plans shall include
and describe all the phases of the PROPERTY's development.
Phase I shall at least include the improvements necessary to
make the PROPERTY usable for the required services and uses
under the Lease.
D. Construction Drawings Approval
OPTIONEE shall have obtained approval of the construction
drawings for the Project (the "Construction Drawings'') from
the City Engineer and the Chief Building Official. The
Construction Drawings shall include:
l . Complete architectural, and engineering working
drawings;
ll. Complete construction specifications;
lll. Complete construction contract form; and
lV. Proposed construction schedule.
Should the development of the
phases, OPTIONEE need only
Construction Drawings for Phase I
the option to lease the PROPERTY.
E. Long Term Maintenance Plan
PROPERTY be performed in
obtain approval of the
of the Project to exercise
OPTIONEE shall have submitted to and received approval of a
long term maintenance plan and schedule for the building on
the PROPERTY from the City Manager or his designee.
F. Land Use Designation
OPTIONEE shall have received approval from the City Council
3
for any necessary change in land use zoning for the PROPERTY,
any necessary change in CITY's Comprehensive 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 Map Act Compliance
OPTIONEE shall have complied with the conditions of the State
Subdivision Map Act (Government Code Section 66410 et seq.)
and Title 21 of the Palo Alto Municipal 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 all
related CITY procedures for implementing CEQA, to allow the
Project to be implemented.
I. Permits
OPTIONEE shall have provided to the Real Property Manager
evidence that any and all permits and approvals from any and
all 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 (J) shall apply only to
Phase I improvements.
J. Certification to Chief Building Official
OPTIONEE shall have submitted to the Chief Building Official
certification that the plans for any proposed building
construction comply, in all respects, with current building
codes, the federal Americans 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-residential
construction. Should the development of the PROPERTY be
performed in phases, the requirement of this subparagraph (K)
shall apply only to Phase I improvements.
K. Sufficient Funds
4
OPTIONEE shall have satisfied the Director of Administrative
Services that OPTIONEE has sufficient finances or financial
cormnitments to implement the Project as approved by CITY.
Should the development of the PROPERTY be per£ ormed in
phases, the requirement of this subparagraph (K) shall apply
only to Phase I improvements.
L. Sufficient Security to Complete Project
OPTIONEE, in accordance with Clause XIV (TENANT'S ASSURANCE
OF CONSTRUCTION COMPLETION) of the Lease, shall have
furnished to the Director of Administrative Services
satisfactory evidence that assures CITY that sufficient
financial security will be available to construct the
Project, as set forth in the approved Development Plans and
Construction Drawings. Should the development of the
PROPERTY be performed in phases, the requirement of this
subparagraph (L) shall apply only to Phase I improvements.
M. SECURITY DEPOSIT
OPTIONEE shall have submitted to the Real Property Manager a
security deposit in accordance with Clause XI ( 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
If at any time during the option term under this Agreement OPTIONEE
has satisfied each and every condition precedent 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 (1)
month of receipt of OPTIONEE's request to exercise the option in
accordance with this Clause.
6 . GENERAL CONDITIONS
A. Review by City
OPTIONEE hereby acknowledges that one of the purposes of this
Agreement is to afford OPTIONEE and CITY the opportunity to
?..ELE~.SES. 7 / OL':.1.•!S 5
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,
employees or agents of CITY. Each of those reviews shall 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 will 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 any lawful 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
proposal 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 shall render said sale, assignment or transfer void.
D. Extension of Option
Upon written request of OPTIONEE stating the reasons therefore,
the City Manager or designee may, at his/her sole discretion,
extend the term of the option under this Agreement as follows:
i. The City Manager or designee may grant an extension of the
term of this option for a reasonable period of time, as
determined by the City Manager or designee, 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 may grant an extension of the
term of the option for a period not to exceed ninety (90)
days, in the event OPTIONEE is delayed in fulfilling the
6
conditions precedent to the
any other reason. However,
may grant such extension
conditions:
exercise of this option for
the City Manager or designee
only upon the following
a . 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. Payment in an amount equal to Two Thousand Dollars
($2,000) shall be submitted to CITY with the request
for extension ref erred 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 fulfilling
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 material as may be required by the
City Manager or her designee.
E. Termination of Option
F.
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 shall
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,
quitclaiming to CITY any and all 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.
OPTIONEE's Right to Enter and Related
Obligation During Option Term
Indemnification
CITY hereby grants to OPTIONEE, its officers, agents 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 conducting, at
OPTIONEE' s own cost and expense, such soil, geologic, and
engineering investigations as may be required in connection
RELS.=-.SES. 7 / 0Lh1•!S 7
with the Project. OPTIONEE hereby agrees to protect,
indemnify, defend and hold CITY, its officers, agents and
employees, free and harmless from and against any loss, 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 shall, at its sole cost and expense, obtain commercial
general liability insurance coverage in the form and amounts
as required and set forth in Clauses XX INSUR.1\NCE) 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 XXIII(NOTICES) of the Lease.
I. OPTIONEE's Representations and Warranties
OPTIONEE represents and warrants to CITY that it has not
employed any real estate broker or finder 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.
J. Entire Agreement
This instrument contains the entire agreement between the
parties relating to the option granted under this Agreement.
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
both parties.
K. Recovery of Attorneys' Fees
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 shall be entitled
to recover from the losing party reasonable expenses, including
attorneys' fees, and other legal costs.
L. Binding on Successors
8
This Agreement shall bind and inure to the benefit of the
respective heirs, personal representatives, successors and
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.
CITY:
CITY OF PALO ALTO OPTIONEE:
By: --------------By: --------------Mayor
Its: -------------
ATTEST:
By: By: ------------------------------City Clerk
Its:
APPROVED AS TO FORM:
By: ----------------Asst. City Attorney
RECOMMENDED FOR APPROVAL:
By: ----------------Asst. City Manager
By: ----------------
9
By:
Director, Planning and
Community Environment
----------------Director, Community Services
Attachments: Exhibit I: Lease
Exhibit II: Secretary of the Interior's Standards
ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
On
ss.
, 2004, before me, -----------------------
(NOT.~.?.Y)
personally appeared
SIGNE?.(S)
__ personally known to me -or-__ proved to me on the basis of
satisfactory evidence to be the person(s) whose name is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
NOTARY'S SIGNATURE
?.2LE..:..S£5. 7 / OLWHS 10
EXHIBIT I
LEASE
This Lease is made this
between the City of Palo Alto,
("CITY"), and the
corporation ( "TENA..°t'JT") .
Project: SEA SCOUT BASE
#
day of 20 __ , by and
a California municipal corporation
a California non-profit
RECITALS
1. CITY owns the real property and improvements located at 2560
Embarcadero Road, Palo Alto, California, commonly referred to
as the "Sea Scout Base,n and more specifically described and
shown in Exhibit "B" to this Lease, which is attached hereto
and incorporated herein by this reference (PREMISES").
2. 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
_i\greement 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").
3. TEN_;ll,N"T has satisfied all the conditions set forth in the
Option Agreement, and now desires to exercise the Option and
lease the PREMISES from CITY for the Project.
4. CITY desires to lease the PREMISES to TENANT for the Project,
in accordance with the terms and conditions set forth below.
Now, the ref ore, in consideration of these 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 a
?.SL~.~sss. s; r..z·;·n-:.s ?.:~v: -' -1 o -9 6 1
on the PREMISES according to the terms and
conditions of this Lease.
II. PREMISES
Subject to the terms and conditions set forth in this Lease, CITY
hereby leases the PREMISES to TENANT. TENA..NT hereby leases the
PREMISES from CITY for the purpose of implementing the Project and
agrees to comply with the requirements set forth under Clause III
(REQUIRED liliD OPTIONAL SERVICES AND USES) of this Lease.
III. REQUIRED AND OPTIONAL SERVICES AND USES
In furtherance of the purpose stated above, and as set forth in
Exhibit C, the following required and optional services and uses
shall be provided, permitted or prohibited on the PREMISES
including any additions or modifications to the Premises approved
by CITY.
A. Required Services and Uses. Throughout the term of this Lease
TENANT shall provide the following services, activities and
uses on the PREMISES:
1.~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~-
2.~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~-
3.~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~-
4.~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~-
B. Permitted Services and Uses. In addition to the required
services, activities and uses set forth above, the following
uses shall also be permitted, but only as incidental to the
required services, activities and uses:
C. Optional Services and Uses. Subject to the prior writ ten
approval of the City Manager, TENANT may also use the PREMISES
to provide additional services and uses which are ancillary to
and compatible with the required services, activities and uses
stated above and not in conflict with the required uses.
Approval of optional uses shall be within the sole discretion
of the City Manager.
C. Prohibited Uses. The above listed required, permitted and
optional services, activities and uses shall be the only
?.~!J:::.":.S~S . S/ LZ\·iH.S ?.-=:V: 4 -:.0-96 2
services, activities and uses permitted upon or from the
PREMISES.
IV. TERM
The term of this Lease shall be Twenty (20) years, com.mencing on
the first day of the month following the date of execution of the
Lease by the Mayor of CITY.
V. CONSIDERATION/RENT
A. Rent. As partial consideration for
TENANT agrees to pay to CITY
the lease of the PRE..MISES,
Dollars ($ ) per year
in accordance with Clause
hereof.
(RENT PAYMENT PROCEDURE)
B. Non-Monetary Consideration. In addition to the rent set forth
in subparagraph A above, TENANT agrees to perform the
following services or provide the following public benefits on
behalf of CITY:
VI REVISION OF RENTALS
The rental specified in Clause~-(CONSIDERATION/RENT) shall be
subject to automatic annual adjustments in proportion to changes in
the Consumer Price Index, All Urban Consumers, (base years 1982-
1984 = 100) for San Francisco-Oakland-San Jose CSMA published by
the U.S. Department of Labor, Bureau of Labor Statistics or any
replacement index published by said Bureau (INDEX).
The automatic adjustment shall be effective on each anniversary of
the commencement date of the term of this License and shall be
calculated in accordance with the following formula:
X = A (B/C)
Where:
X = Adjusted rental .
A= Rental at the Commencement of the License.
B = INDEX for the second calendar month prior to the month
in which that rental rate adjustment is to become
effective (or, if the INDEX is not published for that
month, the INDEX for the third calendar month prior to
the month in which the rental rate adjustment is to
become effective)
C = Monthly index for the second calendar month prior to
the date 0£ this License (or, if the INDEX was not
published for that month, the INDEX for the third
calendar month prior to the date of this License).
?."2i...E:.:...s~.s. 8/ LZ';J!·iS ?..~v·: 4 -10-96 3
VII. CHARGE FOR UNAUTHORIZED SERVICES AND USES
TENANT shall pay CITY a sum equal to one hundred percent (100%) of
the gross receipts for any service or use that is not permitted or
authorized by Clause III (REQUIRED AND OPTIONAL SERVICES AND USES)
hereof. The existence of such charge or the payment or receipt of
money under this clause, does not constitute an authorization of a
particular service or use and does not constitute a waiver of
CITY'S right to terminate such service or use.
VIII. NON-PROFIT COM:MUNITY ORGl®IZATION BYLAWS & MEMBERSHIP
Changes in restrictions, rules, articles of incorporation or bylaws
of TENANT which change or modify the essential character or
membership requirements of TENANT shall, prior to being put into
effect, be reviewed and approved by the City Manager and the City
Attorney. TENANT'S rules, articles of incorporation and bylaws,
and any amendments thereto, shall be on file with the Real Property
Manager throughout the term of this Lease.
IX. RENT PAYMENT PROCEDURE
A. Payment of Rent. On or before each anniversary date of the
term of this Lease, TENANT shall pay to CITY the rent as set
forth in Clause V (CONSIDERATION/RENT) hereof.
B. Commencement of Obligation. TENANT'S obligation to pay the
rent shall commence upon the commencement of this Lease.
C. Place of Payment. Rental payments shall be delivered to the
Revenue Collections Division, 250 Hamilton Avenue, PO Box
10250, Palo Alto, CA 94303. The designated place of payment
may be changed at any time by CITY upon ten (10) days' written
notice to TENANT. Rental payments may be made by check made
payable to the City of Palo Alto. TENANT assumes all risk of
loss if payments are made by mail.
X. CHARGE FOR LATE PAYMENT
If any payment of rent as specified in Clause V
(CONSIDERATION/RENT) or of any other sum due CITY is not received
by CITY, a late charge equal to two percent (2%) of the payment
due and unpaid plus an administrative fee of$ 45.00 shall be
added to the payment, and the total sum shall become im.mediately
due and payable to CITY.
Acceptance of late charges and/or any portion of the overdue
payment by CITY shall in no event constitute a waiver of
?.:::L='..::..s:::s. S / LZ~·iES ?.:::v: 4 -l 0-9 6 4
LICENSEE'S default with respect to such overdue payment, nor
prevent CITY from exercising any of the other rights and remedies
granted hereunder or by any provision of law.
XI. SECURITY DEPOSIT
A security deposit in the sum of Ten Thousand Dollars ($10,000)
shall have been provided to CITY by TENA..NT prior to the execution
of this Lease by the Mayor of CITY. CITY shall retain the security
deposit throughout the term of this Lease. The security deposit
shall have taken one of the forms set out below. Notwithstanding
the foregoing, TENANT may apply the Thousand Dollars
($~~·00) purchase price of the Option to the required security
deposit under this Clause XI .
A. Cash.
B. The assignment to CITY of a savings deposit held in a
financial ins ti tut ion in Santa Clara or San Mateo County
acceptable to CITY. At a minimum, such assignment shall be
evidenced by the delivery to CITY of the original passbook
reflecting the savings deposit and a written assignment of the
deposit to CITY in a form approved by the City Attorney and
the Real Property Manager.
C. A Time Certificate of Deposit from a financial institution in
Santa Clara or San Mateo County wherein the principal sum is
made payable to CITY or order. Both the financial institution
and the form of the certificate must be approved by the City
Attorney and the Real Property Manager.
D. A Letter of Credit or other instrument of credit from a
financial institution, subject to regulation by the state or
federal government, pledging that funds necessary to secure
performance of the Lease terms, covenants, and conditions, are
on deposit and guaranteed for payment, and agreeing that said
funds shall be trust funds securing TENANT'S performance and
that all or any part shall be paid to CITY on order upon
demand by CITY. Both the financial institution(s) and the
form of the instrument(s) must be approved by the City
Attorney and the Real Property Manager.
Regardless of the form in which TENANT elects to make said security
deposit, all or any portion of the principal sum shall be available
unconditionally to CITY for correcting any default or breach of
this Lease incurred by CITY as a result of the failure by TENA..NT,
its successors or assigns, to faithfully perform all of the terms,
covenants, and conditions of this Lease. Should TENA.NT elect to
provide a Time Certificate of Deposit, Letter of Credit, or other
?.ELE..::O..SES.B/LZ:,n,:s ?..E'V:4-10-96 5
instrument of credit, hereinafter collectively referred to as
"INSTRUMENT", to fulfill the security deposit requirements of this
Lease, the INSTRUMENT shall contain a provision whereby the
institution issuing the INSTRUMENT agrees to provide CITY with
written notice of its intent not to renew the INSTRUMENT at least
thirty (30) days prior to expiration or termination of the
INSTRUMENT. If TENANT has not provided CITY with an acceptable
alternate form of security deposit at least ten (10) days prior to
expiration or termination of the INSTRUMENT, CITY may demand and
obtain from the institution issuing the INSTRUMENT, the amount
secured by the INSTRUMENT as satisfaction of the security deposit
provision of this Lease.
Should TENANT elect to assign the savings deposit to CITY, or
provide an alternate INSTRUMENT, to fulfill the security deposit
requirements of this Lease, the assignment, or issuance of the
INSTRUMENT shall have the effect of releasing the depositor or
creditor therein from liability on account of the payment of any or
all of the principal sum to CITY or order upon demand of CITY. The
agreement entered into by TENANT with a financial institution to
establish the deposit necessary to permit assignment or issuance of
a certificate as provided above, may allow the payment of interest
accruing on account of the deposit to TENANT, or order.
TENANT shall maintain the required security deposit throughout the
Lease term. Failure to do so shall be deemed a default and may be
grounds for immediate termination of this Lease. The security
deposit shall be rebated, reassigned, released, or endorsed to
TENANT on order, as applicable, at the end of the Lease term,
provided TENANT has fully and faithfully performed each and every
term, covenant, and condition of this Lease.
On each five-year anniversary date of the commencement of this
Lease, the amount of the security deposit set forth above shall be
adjusted according to the following formula:
Where:
R = SD[(B + 0.85(A -B)/B]
R = Revised security deposit.
SD= Initial security deposit.
A = Average monthly index for the 12 calendar
months ending with and inc 1 uding the index
published just prior to the month in which
each security deposit adjustment is to become
effective.
B = .i\verage monthly index for the 12 calendar
mon tbs ending with and inc 1 uding the index
published just prior to commencement of this
Lease.
6
In no event shall the amount of the revised security deposit be
less than the initial security 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 security deposit from the Real Property Manager.
XII. INITIAL CONSTRUCTION BY TENANT
A.
B.
Minimum Construction and Timing. Corrunencing upon the
execution of this Lease, TENANT shall in an efficient and
workmanlike manner improve the PREMISES, at no cost to CITY,
to adequately accommodate those services, activities and uses
required by the Project under Clause III (REQUIRED AND
OPTIONAL SERVICES AND USES) and Exhibit C hereof. The
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 City Engineer and the
Chief Building Official during the same period shall provide
the plans, specifications, and time schedule for constructing
such improvements. The approved development plans and
construction drawings are attached hereto as Exhibit "D" and
incorporated herein by this reference.
Development Plans and Construction Drawings. All design and
construction of the improvements shall conform to the
construction and architectural standards contained in Exhibit
D and shall meet all other requirements contained in this
Lease.
C. 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 contain..ment in the building to the
extent required under all applicable federal, state and local
building and safety 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.
E. Compliance with ADA. All construction or improvement of the
PREMISES shall comply with the federal Americans with
Disabilities Act of 1990, as amended, including the Act's
implementing regulations, as amended.
7
F. Certificate of Inspection. Upon completion of construction of
any substantial improvement to the PREMISES, TENANT shall
submit to the Real Property Manager a Certificate of
Inspection, verifying that the construction was completed in
conformance with Title 24 of the California Code of
Regulations for non-residential construction.
XIII. ADDITIONAL CONSTRUCTION 1\.L\1TJ /OR ALTERATION BY TENA._~T
A. CITY's Consent. No additional structures, improv ements, or
facilities shall be constructed, erected, altered, or made
within the PREMISES without the prior written consent of the
City Council if required by CITY procedures or ordinances, or
otherwise by the City Manager.
B. Strict Compliance with Dev elopment Plans and Construction
Drawings. Any additional improvements constructed by TENANT
within the PREMISES shall be constructed in an efficient and
workmanlike manner and in strict compliance with detailed
plans and specifications approved by the City Council if
required by City of Palo Al to procedures or ordinances or
otherwise by the City Manager, or designee, and applicable
City of Palo Alto codes and ordinances.
C. Certificate of Inspection. Upon completion of construction of
any substantial improvement to the PREMISES, TENANT shall
submit to the Real Property Manager a Certificate of
Inspection, verifying that the construction was completed in
conformance with Title 24 of the California Code of
Regulations for non-residential construction.
XIV. TENANT'S ASSURANCE OF CONSTRUCTION COMPLETION
Prior to commencement of this Lease and any alteration and or
improvement of the PREMISES, or any phase thereof, TENA._~T shall
furnish the Real Property Manager with satisfactory evidence that
assures CITY that sufficient funds will be available to complete
the approved construction. 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:
A. Completion Bond naming CITY as beneficiary;
B. Performance and payment bonds, supplied by TENANT'S contract or
or contractors, provided the bonds are issued with both TENA._~T
and CITY named as beneficiaries;
C. Irrevocable letter of credit from a financial ins ti tut ion
naming CITY as beneficiary ; or
8
D. 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. All bonds and
letters of credit shall also be in a form acceptable to the
Director of Administrative Services and City Attorney, and shall
insure faithful and full observance and performance by TENlL~T of
all of the terms, conditions, covenants, and agreements relating to
the construction of improvements in accordance with the development
plans and construction plans approved by CITY as set forth in this
Lease.
XV. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS
In the event of damage to or destruction of TENANT-constructed or
TENANT-improved buildings, facilities, or improvements located
within the PREMISES, or in the event TENANT-constructed or TENANT-
improved buildings, facilities, or improvements located within the
PREMISES are declared unsafe or unfit for use or occupancy by a
public entity with the authority to make and enforce such
declaration, TENANT shall, within thirty (30) days, commence and
diligently pursue to completion the repair, replacement, or
reconstruction of improvements necessary to permit full use and
occupancy of the PREMISES for the purposes required by this Lease.
Repair, replacement, or reconstruction of improvements within the
PREMISES shall be accomplished in a manner and according to plans
approved by the City Engineer, the Chief Building Official and the
Real Property Manager. Except as otherwise provided herein,
termination of this Lease shall not reduce or nullify TENANT' s
obligation under this paragraph ..
Notwithstanding the foregoing, should the TENANT-constructed or
TENANT-improved improvements on the PREMISES be more than seventy-
five percent (75%) destroyed or damaged by an insured loss during
the last five (5) years of the term of this Lease, TENANT shall
have the option of rebuilding or repairing such damage or
terminating this Lease. TENANT shall notify the Real Property
Manager in writing of its decision within ten (10) days of the
occurrence of such damage or destruction. In the event that TENANT
elects to terminate this Lease and not rebuild or repair such
damage, 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 Clause XX (INSURANCE) hereof.
The pro-rata portion shall be based on the following formula:
L = P(R/T)
Where:
L = CITY's portion of insurance proceeds.
P = Total insurance proceeds paid exclusive of
demolition and debris removal expenses.
?.:::L2.::..s:::s. S / I..ZW!-!S ?..2\7: 4 -l 0-9 6 9
R = Remaining term of the Lease.
T = The total Lease term, including any extensions
made in accordance with this Lease.
TENANT's liability for demolition and cleanup shall be limited to
insured losses including any deductible amount.
XVI. AS BUILT PLANS
Upon completion of all the improvements on the PREMISES, TENANT
shall provide the Real Property Manager with a complete set of
reproducible "as built plans" reflecting the actual construction
within or upon the PREMISES. TENANT shall also provide the Real
Property Manager with a statement signed by TEN.Z:®T under penalty of
perjury certified as to accuracy and of actual construction costs
for all such improvements.
XVII. OWNERSHIP OF IMPROVEMENTS
All improvements constructed, erected or installed upon the
PREMISES must be free and clear of all liens, claims, or liability
for labor or material and shall become the property of CITY, at its
election, upon expiration or earlier termination of this Lease and,
upon City's election, shall remain upon the PREMISES upon
termination of this Lease.
Title to all equipment, furniture, furnishings and trade fixtures
placed by 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 if
TENANT is not then in default under 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.
XVIII. MAINTENANCE AND REPAIR
TENANT, at its sole expense, shall perform all regular and
extraordinary maintenance and repairs to the PREMISES, including
all painting necessary to 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
"E" attached hereto and incorporated herein by this reference. In
addition, TENANT shall maintain, at its sole expense, all
equipment, furnishings and trade fixtures upon the PREMISES
required for the maintenance and operation of the Project . TENA.~T
?.SLE..::..sss . 8 I LZ~;-J·!S ?.=7\r : 4 -10-95 10
waives the right to make repairs at the expense of CITY and the
benefit of the provisions of Sections 1941 and 1942 of the Civil
Code of California, as amended, relating thereto; and further
agrees that if and when any repairs, alterations, additions or
betterments shall be made by it as required by this paragraph, it
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. Should TENANT fail to make any repairs or
perform any maintenance work for which it is liable, CITY shall
have the option to make the repairs and TENANT, within ten (10)
days of receipt of a bill therefor from the Real Property Manager,
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 ev ent be
construed as a waiver of the duty of TENJ\NT to make repairs or
perform maintenance as provided in this Clause.
XIX. UTILITIES & REFUSE REMOVAL
TENANT shall be solely responsible for and shall pay, prior to
delinquency, all charges for utilities and refuse removal supplied
to the PREMISES during the term of this Lease.
XX. INSURANCE
TENANT, at its sole expense, shall maintain insurance acceptable to
CITY in full force and effect throughout the term of this Lease.
Minimum Scooe of Insurance
Coverage shall be at least as broad as:
1) Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001).
2) Insurance Services Office form number CA 0001 (Ed. 1 /87)
covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of
California and Employer's Liability Insurance.
4) Course of Construction insurance form prov iding cov erage
for "all risks" of loss.
The policy or policies of insurance maintained by TENANT shall
provide the following minimum limits and coverages:
POLICY
A. WORKERS'
COMPENSATION
B. COMPREHENSIVE
AUTOMOBILE
R~L£.:..S£S.3 i LZh~·!S ?.SV:4-2.0-96
MINIMl.JM LIMITS OF LIABILITY
Statutory
Bodily Injury $1,000,000 ea. person
$1,000,000 ea. occurrence
11
C.
LIABILITY, Property Damage $1,000,000 ea. occurrence
including ovmed,
hired, and non-ovmed
automobiles.
COMMERCIAL
GENERAL
LIABILITY,
Bodily Injury
including Property Damage
products and
completed operations,
broad form contractual,
and personal injury.
$1,000,000 ea. person
$1,000,000 ea. occurrence
$1,000,000 aggregate
$1,000,000 ea. occurrence
D. FIRE & EXTENDED
COVERAGE.
Not less than one hundred percent (100%) of
the replacement cost of all insurable
improvements within or upon the PREMISES.
Such policies must include water damage
and debris cleanup provisions. Additional
fire and extended coverage must be
obtained in accordance with this clause
upon completion of construction or
installation of any major insurable
improvement under the Project.
E. COURSE OF
CONSTRUCTION
Completed value of the project.
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 Sublease. Each insurance policy required by
this Sublease shall contain the following clauses:
1. "Each insurance policy required by this clause 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."
2. "All rights of subrogation are hereby waived against the CITY
OF PALO ALTO and the members of the City Council and elective
?.EL~.z..s~s. 8/LZ\'l!·'iS ?.E",J: 4-10-96 12
3.
or appointive officers or employees, when acting within the
scope of their employment or appointment."
"The CITY OF PALO ALTO is named as a
property and course of construction
described above."
loss payee on the
insurance policies
4. "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, Subleased, hired or borrowed by the TENANT.
The coverage shall contain no special limitations on the
scope of protection afforded to the CITY, its officers,
officials, employees, agents or volunteers."
5. "For any claims related to this Sublease, the TENANT'S
insurance coverage shall be primary insurance as respects the
CITY, its officers, officials, employees, agents and
volunteers. Any insurance or self-insurance maintained by the
CITY, its officers, officials, employees, agents or volunteers
shall be excess of the TEN.ZlliT' s insurance and shall not
contribute with it."
6. "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."
7. "The 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 liability."
Acceotability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A:VII.
TENANT agrees to deposit with the Real Property Manager, on or before
the effective date of this Sublease, certificates of insurance
necessary to satisfy CITY that the insurance provisions of this
Sublease have been complied with, and to keep such insurance in
effect and the certificates therefore on deposit with CITY during the
entire term of this 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 TENA..~T 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 Risk Manager, the insurance provisions in this Sublease do not
?.ELEJ...SSS.8/LZ1.•;'NS ?.SV :4 -10-96 13
provide adequate protection for CITY and for members of the public
using the PREMISES, the Real Property Manager may require TEN..:Z:,NT 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 which exists
at the time a change in insurance is required.
The Real Property Manager shall notify 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 sixty (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 liability 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.
XXI. ASSIGNING, SUBLETTING, AND ENCUMBERING PROHIBITED
Since CITY has relied on the specific background and capabilities of
TENANT in awarding this Lease, except as set forth under Clause III
( REQUIRED AND OPTIONAL SERVICES AND USES) hereof, any mortgage,
pledge, hypothecation, encumbrance, transfer, sublease, or assignment
(collectively referred to as ENCUMBRANCE) of TENANT'S interest in the
PREMISES, or any part or portion thereof, is prohibited. Any
attempted ENCUMBRANCE shall be null and void and shall confer no
right, title, or interest in or to this Lease.
If TENANT hereunder is a corporation or an unincorporated association
or partnership, the ENCUMBRi\NCE of any stock or interest in the
corporation, association, or partnership which, in the aggregate over
any consecutive two-year period, exceeds twenty-five percent (25%)
shall be deemed an assignment within the meaning of this clause.
XXII. DEFAULT IN TERMS OF THE LEASE BY TENANT
A. CITY'S Remedies on Default. Except as otherwise provided under
this Lease, should TENANT default in the performance of any
covenant, condition, or agreement contained in this Lease and
such default is not corrected within sixty (60) days of receipt
of a notice of default from CITY, CITY may:
?.ELE;.s==s. 8 / L Z'\·T.MS ?.S"'V: ~ -10-96 14
1. Terminate this Lease and all rights of TENANT and those who
claim under TENANT, stemming from this Lease, shall end at
the time of such termination;
2. At CITY's sole option, cure any such default by performance
of any act, including payment of money, and the cost
thereof, plus all reasonable ad.ministrative costs, shall
become immediately due and payable by TENANT to CITY;
3. Seek an action or suit in equity to enjoin any acts or
things which may be unlawful or in violation of the rights
of CITY;
4. Seek a mandamus or other suit, action or proceeding at law
or in equity to enforce its rights against TENANT, and to
compel TENANT to perform and carry out its duties and
obligations under the law and under TENANT'S covenants and
agreements with CITY as provided herein; or
5. Pursue any other remedy available by law or specifically
provided in other clauses of this Lease.
B. Cumulative Remedies. However, in the event of a default which
can not reasonably be cured within sixty (60) days, TENANT shall
have a reasonable period of time to cure the default. Each and
all of the remedies given to CITY hereunder, or by any law now
or hereafter enacted, are cumulative and the exercise of one
right or remedy shall not impair the right of CITY to exercise
any or all other remedies. In case any suit, action or
proceeding to enforce any right or exercise any remedy shall be
brought or taken and then discontinued or abandoned, then, and
in every such case, CITY and TENANT shall be restored to its and
their former position and rights and remedies as if no such
suit, action or proceedings had been brought or taken.
C. Insolvency of TENANT. In addition to a violation or breach of
any other provision of this Lease, TENANT shall be considered to
be in default under this Lease should TENl~NT:
1. voluntarily file or have involuntarily filed against it any
petition under any bankruptcy or insolvency act or law;
2. be adjudicated a bankrupt; or
3. attempt to make a general assignment for the benefit of
creditors.
REI...'£.:..SE3 . 8 / LZ~·J•IS ?.E"'·/: 4 -10 -9 5 15
XXIII. NOTICES
All notices, statements, demands, requests, consents, approvals,
authorizations, offers, agreements, appointments or designations
hereunder give by either party to the other, shall be in writing and
shall be sufficiently given and served upon the other party if (1)
personally served, (2) sent by United States certified mail, postage,
prepaid, (3) sent by express delivery service, or (4) in the case of
a facsimile, if sent to the telephone number ( s) set forth below
during normal business hours of the receiving party and followed
within 48 hours by delivery of hard copy of the material sent by
facsimile, in accordance with (1), (2) or (3) above. Personal
serv ice shall include, without limitation, service by delivery
service and service by facsimile transmission. Delivery of notices
properly addressed shall be deemed complete when the notice is
physically delivered to the Real Property Manager or to
~~(tenant's designee)~~·
All notices pursuant to this lease shall be addressed as set forth
below or as either party may subsequently designate by written
notice.
TO: CITY
Real Property Manager
City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto, CA 94303
FAX: (415) 329-2468
with a copy to:
TO: TENANT
City Clerk, City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto, CA 94303
FAX: (415) 329-2646
and
City Attorney, City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto CA 94303
FA...X.: (415) 329-2646
R!:LE.!..SES . 2-/ LZWHS ?~EV : 4 -1. 0 -9 6 16
XXIV. ATTACHMENTS TO LEASE
This Lease includes the following exhibits, which are attached hereto
and by this reference incorporated into this Lease:
Ex..8ibit A -General Conditions
Exhibit B -Description of Leased Premises
Exhibit C -Description of the Project
Exhibit D -Development Plans and Construction Drawings
Exhibit E -Long Term Maintenance Plan and Schedule for Premises
The inclusion of clauses in Exhibit A (GENERAL CONDITIONS) is not in
any way intended to lessen the importance of these clauses, but is
merely done to enhance the organization of various clauses and this
Lease.
IN WITNESS WHEREOF, the parties have executed this Lease the day and
year first above written.
CITY: TENANT:
CITY OF PALO ALTO (LESSOR)
Mayor
Its:
ATTEST:
By: Its: _______________ _ -----------------City Clerk
APPROVED AS TO FORM:
By: ----------------Sr. Asst. City Attorney
RECOMMENDED FOR APPROVAL:
?;EL:Sf'.S2S . S / LZ\'i!-1S ?.E'-/: 4 -l 0-9 6 17
RECOMMENDED FOR APPROVAL:
Asst. City Manager
By:~~~~~~~~~~~~~~
Director, Planning and
Conununity Environment
Director, Conununity Services
18
ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SANTA CLA..R.A
On
ss.
, 20~, before me, -----------------------(NOT.ll .... ~Y)
personally appeared
ScGt·,2R (SI
~-personally known to me -or-~-proved to me on the basis of
satisfactory evidence to be the person(s) whose name is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
NOT.?\.RY'S SIGNATURE
19
EXHIBIT A
GENERAL CONDITIONS
1. DEFINITIONS
CI'I'Y shall mean the City Council of the City of Palo Al to, a
municipal corporation.
The City Manager is hereby authorized to take any actions under this
Lease on behalf of CITY except for termination of this Lease.
Clauses in this Lease refer to specific officers or employees of
CITY. Should these positions be eliminated or the title changes, it
is understood and agreed that such references shall be considered to
be to the new title for renamed positions or to the replacement
official designated with the responsibilities of any eliminated
position. Any reference to a City officer or employee includes a
reference to the officer's or employee's designated representative.
2. PARTNERSHIP/CORPORATE AUTHORITY & LIABILITY
If TEN.A_~T 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 County; and
B. shall be jointly and severally liable for performance of
the terms and provisions of this Lease.
If TENANT is a corporation, each individual signing this Lease on
behalf of TENANT represents and warrants that;
A. he 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 in the State of
California.
As used in this Lease, the term "TENANT" shall include TENANT, its
officers, agents, employees, sublessees, concessionaires, or
licensees, or any person acting under contract with TENANT; however,
the definition of TENANT used herein shall not be construed to
authorize or permit any sublease or licenses not authorized or
permitted elsewhere in this Lease.
RELS..~S:SS. 8 / LZh11S ?.EV: 4 -10-9 6 20
The of TEN}\NT is hereby authorized to take any
actions under this Lease on behalf of TENANT except for termination
of this Lease.
3. TIME
Time is of the essence of this Lease.
4. SIGNS
TENANT agrees not to construct, maintain, or allow any sign to be
placed upon the PREMISES except as may be approved by CITY.
Unapproved signs, banners or the like may be removed by CITY.
5. PERMITS AND LICENSES
TENA.NT shall be required to obtain any and all permits a nd /or
licenses which may be required in connection with the operation of,
and any approved TENANT construction upon, the PREMISES as set forth
in this Lease.
6. MECHANICS LIENS
TENANT shall at all times indemnify and save CITY harmless from all
claims for labor or materials supplied in connection with
construction, repair, alteration, or installation of structures,
improvements, equipment, or facilities within the PREMISES, and from
the cost of defending against such claims, including attorney's fees.
TENANT shall provide CITY with at least ten (10) days written notice
prior to commencement of any work which could give rise to a
mechanics lien or stop notice. CITY reserves the right to enter upon
the 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, TEN.J:\.NT shall
either:
A. Record a valid Release of Lien; or
B. Deposit sufficient cash with CITY to cover the amount of the
claim on the lien in question and authorize pay-ment to the
extent of said deposit to any subsequent judgment holder that
REi..E.Z.5£S. 8/ LZW!·1S REV: 4-10-96 21
may arise as a matter of public record from litigation with
regard to the lienholder claim; or
C. Procure and record a bond in accordance with Section 3143 of the
Civil Code, as amended, 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.
7. LEASE ORGA.NIZATION 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 11 , 11 hereof 11 , "hereto 11 , "herein 11 , 11 hereunder II and any
similar terms, as used in this agreement, refer to this agreement.
All the terms and provisions hereof shall be construed to effectuate
the purposes set forth herein, and to sustain the validity hereof.
The titles and headings of the 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 modify or restrict any of the
terms of provisions hereof or be considered or given any effect in
construing this agreement or any provision hereof in ascertaining
intent, if any question of intent shall arise.
8 . AMENDMENTS
This Lease sets forth all of the agreements and understandings of the
parties and any modifications must be written and properly executed
by both parties. The Option Agreement, entered into on
2003, by and between TENANT and CITY, is hereby
superseded by this Lease.
9. UNLAWFUL USE
TENA.NT agrees that no improvements shall be erected, placed upon ,
operated, nor maintained within the PREMISES, nor any activity
conducted or carried -on therein or therefrom, in violation of the
?~EL:S..!;.SES .8/LZ\·JMS REV:4-10-96 22
terms of this Lease, or of any regulation, order of law, statute, or
ordinance of a governmental agency having jurisdiction over TEN}\NT's
use of the PREMISES.
10. NONDISCRIMINATION
TENANT and its employees shall not discriminate against any person
because of race, color, religion, ancestry, age, sex, national
origin, disability or sexual preference. TENANT shall not
discriminate against any employee or applicant for employment because
of race, color, religion, ancestry, sex, age, national origin,
disability or sexual preference. TENANT covenants to meet all
requirements of the Palo Alto Municipal Code pertaining to
nondiscrimination in employment. If TENANT is found in violation of
the nondiscrimination provision of the State of California Fair
Employment Practices Act or similar provisions of federal law or
executive order in the conduct of its 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.
11. INSPECTION
CITY's employees and agents shall have the right at all reasonable
times to inspect the PREMISES to determine if the provisions of this
Lease are being complied with.
12. HOLD HARMLESS
TENANT hereby waives all claims, liability and recourse against CITY
including the right of contribution for loss or damage of or to
persons or property arising from, growing out of or in any way
connected with or related to this Lease. TENANT hereby agrees to
protect, indemnify, hold harmless and def end CITY, its officers,
agents, and employees against any and all claims, liability, demands,
damages, cost, expenses or attorneys' fees arising out of the
operation or maintenance of, or construction on, the PREMISES, or
TENANT'S performance or nonperformance of the terms of this Lease. In
the event CITY is named as co-defendant, TENANT shall notify CITY of
such fact and shall represent CITY in such legal action unless CITY
undertakes to represent itself as co-defendant in such legal action,
in which event TENANT shall pay to CITY its litigation costs,
expenses and attorneys' fees.
R.E LE.!...SES. S / !...Z\·JHS ?..E\T : 4 -!. 0-9 6 23
13. T}v~ES AND ASSESSMENTS
This Lease may create a possessory interest which is subject to the
payment of taxes levied on such interest. It is understood and
agreed that all taxes and assessments (including but not limited to
the possessory interest tax) which become due and pay able 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.
14. 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.
15. CIRCD1~STANCES WHICH EXCUSE PERFORlVJ.F..NCE (FORCE MAJEURE)
If either party hereto shall be delayed or prevented from the
performance of any act required hereunder by reason of acts of God,
restrictive governmental laws or regulations, or other cause without
fault and beyond the control of the party obligated ( financial
inability excepted), performance of such act shall be excused for the
period of the delay and the period for the performance of any such
act shall be extended for a period equivalent to the period of such
delay.
16. PARTIAL INVALIDITY
or provision of this Lease is
unenforceable, by a court of
of the provisions hereof shall
shall in no way be affected,
If any term, covenant, condition,
determined to be invalid, void, or
competent jurisdiction, the remainder
remain in full force and effect and
impaired, or invalidated thereby.
17. WAIVER OF RIGHTS
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, cov enants, 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 .
?.ELE.;.SES. 8 / LZ\'11-!S REV: 4 -10-9 6 24
18. COSTS OF SUSTAINING }\N ACTION FOR BREACH OR DEFAULT
In the event either CITY or TENANT commences legal action against the
other claiming a breach or default of this Lease, the prevailing
party in such litigation shall be entitled to recover from the other
cost of sustaining such action, including reasonable attorneys' fees,
as may be fixed by the Court.
19. RESERVATIONS TO CITY
The PREMISES are accepted "as is" and "where is" by TENANT subject to
any and all existing easements, and encumbrances. CITY reserves the
right to install, lay, construct, maintain, repair, and operate such
sanitary ·sewers, drains, storm water sewers, pipelines, manholes, and
connections; water, oil, and gas pipelines; telephone and telegraph
power lines; and the applications and appurtenances necessary or
convenient for connection therewith, in, over, upon, through, across
and along the PREMISES or any part thereof, and to enter the PREMISES
for any and all such purposes. CITY also reserves the right to grant
franchises, easements, rights of way, and permits, in, over, upon,
through, across, and along any and all portions of the PREMISES. No
right reserved by CITY in this clause shall be so exercised as to
interfere unreasonably with TENANT'S operation hereunder.
CITY agrees that rights granted to third parties by reason of this
clause shall contain provisions that the surface of the land shall be
restored as nearly as practicable to the original condition upon the
completion of any construction.
20. HOLDING OVER
In the event TENANT shall continue in possession of the PREMISES
after the term of the Lease, such possession shall not be considered
a renewal of this Lease but a tenancy from month to month and shall
be governed by the conditions and covenants contained in this Lease.
21. DISPOSITION OF ABANDONED PERSONAL PROPERTY
If TENANT abandons the PREMISES or is dispossessed thereof by process
of law or otherwise, title to any personal property belonging to
TENANT and left on the PREMISES forty-five (45) days after such
abandonment or dispossession shall be deemed to have been transferred
to CITY. CITY shall have the right to remove and to dispose of such
property without liability therefor to TENANT or to any person
claiming under TENANT, and shall have no need to account therefor.
?~::::L::::ASES. 8 / LZ\•J1.1S REV: 4 -10 -9 6 25
22. QUITCLAIM OF TENANT'S INTEREST UPON TERMINATION
Upon termination of this Lease for any reason, including but not
limited to termination because of default by TE..1\Jl®T, TENANT shall, at
CITY's request execute, acknowledge 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, is quitclaimed to CITY. Should TENANT fail or refuse
to deliver the required deed to CITY, CITY may prepare and record a
notice reciting the failure of TENANT to execute, acknowledge and
deliver such deed and the notice shall be conclusive evidence of the
termination of this Lease, and of all right of TENPiNT or those
claiming under TENANT in and to the PREMISES.
23. CITY's RIGHT TO RE-ENTER
TENANT agrees to yield and peaceably deliver possession of the
PREMISES to CITY on the date of termination of this Lease, whatsoever
the reason for such termination.
Upon giving written notice of termination to TENl®T, CITY shall have
the right to re-enter and take possession of the PREMISES on the date
such termination becomes effective without further notice of any kind
and without institution of regular legal proceedings. Termination of
the Lease and re-entry of the PREMISES by CITY shall in no way alter
or diminish any obligation of TENANT under the Lease terms and shall
constitute an acceptance or surrender.
TENANT waives any and all rights of redemption under any existing or
future law or statute in the event of eviction from or dispossession
of the PREMISES for any reason or in the event CITY re-enters and
lawfully re-takes possession of the PREMISES.
24. CONFLICT OF INTEREST
TENANT warrants and covenants that no official or employee of CITY
nor any business entity in which any official or employee of CITY is
interested: (1) has been employed or retained to solicit or aid in
the procuring of this Lease; or ( 2) will be employed in the
performance of this Lease 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 iITLmediately terminate such
employment. Violation of this provision constitutes a serious breach
?.:SL:SJ:..SES. BI LZ:·THS ?."E:'.!: 4 -2. 0 -9 6 26
of this Lease and CITY may terminate this Lease as a result of such
violation.
25. EMINENT DOMAIN
In the event the whole or any part of the PREMISES are condeTILDed 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 condeTILDed and the condemnation of that part does
not substantially impair the capacity of the remainder to be used for
the purposes required by this Lease, TENANT shall continue to be
bound by the terms, covenants and conditions of this Lease. However,
the then current minimum annual rent shall be reduced in proportion
to the relationship that the compensation paid by the condemning
public entity for the portion condemned bears to the value of the
entire PREMISES as of the date of possession of the part condemned.
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:
A. 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 entity; or
B. Continue to occupy the remaining PREMISES and thereby continue
to be bound by the terms, covenants and conditions of this
Lease. If TENANT elects to continue in possession of the
remainder of the PREMISES, the then current annual minimum
rental shall be reduced in proportion to the relationship that
the compensation paid by the condeTILDing public entity for the
part condemned bears to the value of the entire leased PREMISES
as of the date of possession by the condemning public entity.
TENANT shall provide CITY with written notice advising CITY of
TENANT'S choice within thirty (30) days of possession of the part
condeTILDed by the condemning public entity.
CITY shall be entitled to and shall receive all compensation related
to the condemnation of all or part of the PREMISES by the exercise of
eminent domain except that TENANT shall be entitled to that portion
of the compensation which represents the value of the TENANT
constructed improvements for the remainder of the Lease term. The
amount to which TENANT shall be entitled shall not exceed the actual
cost of improvements constructed by TENANT reduced in proportion to
27
the relationship of the remaining Lease term to the original Lease
term, using a straight-line approach.
26. CHANGES IN PRICE INDICES
Clauses contained in this Lease may provide for adjustment based on
the Consumer Price Index, component indices, or other indices.
Should these indices be changed, altered or cease to be published,
the following conditions shall apply:
A. If the subject index is changed so that the base year
differs from that used as of the month in which the term
cormnences, the subject index shall be converted in
accordance with the conversion factor published by the
publisher of that index;
B. If the subject index is discontinued or revised during the
Lease term, such index shall be replaced by another
government index or computation which will obtain
substantially the same result as would be obtained if the
subject index had not been discontinued or revised.
27. POST-ACQUISITION TENANCY
TENANT hereby acknowledges that its occupancy of the PREMISES is
subsequent to acquisition of the PREMISES 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.
28. HAZARDOUS SUBSTANCES
A. Definition. As used herein, the term "Hazardous Materials"
means any substance or material which has been determined
by any state, federal or local governmental authority to be
capable of posing risk of injury to health, safety, and
property, including petroleum and petroleum products and
all of those materials and substances designated as
hazardous or toxic by the U.S. Environmental Protection
Agency, the California Water Quality Control Board, the
U.S. Department of Labor, the California Department of
Industrial Relations, the California Department of Health
Services, the California Heal th and Welfare Agency in
connection with the Safe Water and Toxic Enforcement Act of
1986, the U.S. Department of Transportation, the U.S.
Department of Agriculture, the U.S. Consumer Product Safety
Cormnission, the U.S. Department of Health and Human
Services, the U.S. Food and Drug Administration or any
?.:SL.2.:..s~s. 8; LZWHS ?.E"V: 4 -1D-96 28
B.
other governmental agency now or hereafter authorized to
regulate materials and substances in the environment.
Without limiting the generality of the foregoing, the term
"Hazardous Materials" shall include all of those materials
and substances defined as "toxic materials" in Sections
66680 through 66685 of Title 22 of the California Code of
Regulations, Division 4, Chapter 20, as the same may be
amended from time to time.
TENANT'S Use of PREMISES. During the term of this Lease,
TENANT shall abide and be bound by all of the following
requirements:
i. TENANT shall comply with all laws now or hereafter in
effect during the term of this Lease relating to the
use of Hazardous Materials on, under or about the
PREMISES, and TENANT shall not contaminate the or
PREMISES, or its subsurfaces, with any Hazardous
Materials.
ii. TENANT shall restrict its use of Hazardous Materials
at the PREMISES to those kinds of materials that are
normally used in constructing the Project. Disposal
of any Hazardous Materials at the Premises are
strictly prohibited. Storage of such permissible
Hazardous Materials is allowed only in accordance with
all applicable laws now or hereafter in effect. All
safety and monitoring features of any storage
facilities shall be approved by CITY's Fire Chief in
accordance with all laws.
iii. TENANT shall be solely and fully responsible for the
reporting of all Hazardous Materials releases that
occur during the term of this Lease, to the
appropriate public agencies, when such releases are
caused by or result from TENANT'S activities on the or
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 shall be solely and fully responsible and
liable for such releases at the Premises, or into
CITY's sewage or storm drainage systems. 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
29
Hazardous Materials in accordance with all laws. In
addition to all other rights and remedies of CITY
hereunder, ir the release of Hazardous Materials
caused by TENA._l'JT is not removed by TENA._l'JT within
ninety (90) days after discovery by TENA.NT, 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.
v. Notwithstanding Section 12 of this Exhibit A, TENA.NT
shall protect, defend, indemnify and hold harmless
CITY from and against all loss, damage, or liability
(including all foreseeable and unforeseeable
consequential damages) and expenses (including,
without limitation, the cost of any cleanup and
remediation of Hazardous Materials) which CITY may
sustain as a result of the presence or cleanup of
Hazardous Materials on the PREMISES.
vi. TENANT' s obligations to CITY under this Clause 28
shall include TENANT'S obligation and responsibility
under Clause XII(C) of this Lease to abate or contain
any asbestos containing material or lead paint that
may be present in the building on the PREMISES.
vii. TEN}\NT's obligation under this Clause shall survive
the expiration or earlier termination of this Lease.
29. ALL COVENANTS ARE CONDITIONS
All provisions of the Lease are expressly made conditions.
30. 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 party
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.
31. 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.
30
EXHIBITB
(to Lease)
Legal Description and Map for Premises
(to be prepared)
EXHIBIT C
(to Lease)
Description of the Project -Development and Operation of the Premises
Note: the description of the project to be included as Exhibit C to the
Lease will be the description submitted by the proposer responding to the
Request for Proposals and approved or amended by the City during the
selection process.
EXHIBITD
(to Lease)
Development Plans and Construction Drawings
Note: The development plans and construction drawings to be included as Exhibit D to
this lease will be the plans and drawings submitted by the optionee and approved
by the City during the option period. (See Sections 4C and 4D of Option to Lease
Agreement.)
EXHIBITE
(to Lease)
Long Term Maintenance Plan and Schedule for Building
Note: the Maintenance Schedule and Plan to be included as Exhibit E to
the Lease will be the plans submitted by the optionee and approved or
amended by the City Council during the option period.
EXHIBIT II
Secretary of the Interior's Standards for Rehabilitation*
l. A property shall be used for its historic purpose or be placed in a new use that requires
minimal change to the defining characteristics of the building and its site and
environment.
2. 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.
3. 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.
4. Most properties change over time: Those changes that have acquired historic significance
in their own right shall be retained and preserved.
5. Distinctive features, finishes, and construction techniques or examples of craftmanship
that characterize a historic property shall be preserved.
6. Deteriorated historic features shall be repaired rather than replaced. Where the severity of
deterioration requires replacement of a distinctive feature, the new feature shall match the
old in design, color, texture, and other visual qualities and, where possible, materials.
Replacement of missing features shall be substantiated by documentary, physical or
pictorial evidence.
7. Chemical or physical treatments, such as sandblasting, that cause damage to historic
materials shall not be used. The surf ace cleaning of structures, if appropriate, shall be
undertaken using the gentlest means possible.
8. Significant archeological resources affected by a project shall be protected and preserved.
If such resources must be disturbed, mitigation measure shall be undertaken.
9. New additions, exterior alterations, or related new construction shall not destroy historic
materials that characterize the property. The new work shall be differentiated form the
old and shall be compatible with the massing, size, scale, and architectural features to
protect the historic integrity of the property and its environment.
10. New additions and adjacent or related new construction shall be undertaken in such a
manner that if removed in the future, the essential form and integrity of the historic
property and its environment would be unimpaired.
*Guidelines for these Standards are available for public review in the Palo Alto Planning
Department.
Seaexhibitll
ATTACHMENT D
PROPOSED PHYSICAL CHANGES TO PROPERTY
AND
ENVIRONMENTAL ASSESSMENT WORKSHEET
For purposes of environmental assessment of the proposed
project, provide the following:
1. A su.rnmary description of all physical changes proposed
to the site and structure. (Cross-referencing to
proposer's response under Attachment A, Proposed Use,
Historic Preservation and Development of Property, will
be allowed.)
2. Complete and sign the attached Environmental Assessment
Worksheet.
.,, "'-lli'U) )Uli_.l)HLU
P.O. BOX 10250
PALO ALTO, CA S~303
ENVI~bNMENTAL ASSESSMENT WORKSHEET
Address of Project. ________________ _
Current Zoning. _______ __ Comprehensive Plan Designation ______ _
Applicant: Nam-€. _____________ _
Address. _____________ _
Owner: Yes_ No_
Telephone·----'---~
Application for:
Site and Design. ____ _ Parcel Map _____ __ ARB Review ----
Use Perrni t Zone Change ___ __ 1 EIA 1 EIR
l. EXISTING SITE
L Size of site --------""""---Assessor's Parcel Numb~r ______ _
2. Site is owned ___ rented ___ by applicant.
3. Existing use of property ____________________ ___
4. Total number of building occupants for the existing use _______ _
S. Humber of existing parking spaces ___ __ Percent of compact spaces._~-
Number of existing bicycle parking spaces. ___ _ Cl ass ----
6. Number of existing structures ___ _ Current use·--~-------
Will any structures be demolished for this project? Yes. __ _ No. __ _
7. Size of existing structures _______ . Condition. _______ ~
8. Jf ·the current use is residential:
Number o·f owner-occupied uni ts
Number of renter-occupied units------
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! I. PROPOSED PROJECT
9. Description of project _____________________ _
10. Number of structures proposed ______ Size (in square feet) ____ _
11. Number of floors _____ _ Sq~are footage of each floor ____ _
12. Percent of site to be covered by pavement _____ _
13. 7otal number of building occupants for the proposed project ________ _
14. If the proposed use is residential:
7otal number of units _________ _ Number of units/acre _____ ~
Expected sales price or monthly rent per dwelling unit _______ _
List kinds and sizes of corrrnunity buildings ___________ __
Area of private open space _____ __ Area of common open space _____ _
Provision of low/moderate income units:
1) Number-of units provided for: sale _____ _ rent -----
2) Sale and/or rental price _______________ _
· 15. Total number of vehicles expected daily for proposed project _____ _
tfomber of proposed parking spaces Percent of compact spaces __ _
Number tif proposed bicycle parking spaces Class _____ _
16. Are any toxic wastes to be discharged? Yes _____ _ No ------
(If yes, please complete a Sewer Discharge Questionnaire, which is
furnished by the Building Department)
17. Has this facility in the past or will the operation of the prop_osed facility
involve the storage or use of hazardous materials? Yes No __ _
(If yes,· please complete a Hazardous Materials Disclosure Checklist, which
is furnished by the Fire Department)
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18. Expected amount of water usage (except fo_r residential developments of fewer
than 4 units not located in the foothills):
Domestic
Commercial
_____ _.., a 1/day
_____ _.;;a 1 /day
Peak us~ _______ ga1/rnin
Peak use al/min
Expected fire f1ow· dernand _______ _;;,al/rnin
19. Daily sewer discharge (over 30 fixtures only) ___________ _
20. Expected energy use:
Gas ____ therms Electric ____ .KWH Peak electric demand ___ _
Uses and equipment sizes
A. Space heating:
Gas ______ _ BTUH. ______ _ Solar ______ _
Electric ___ _ KW ___ _ Tons ----Heat Pump ___ _
Other _________________________ _
B. Air conditioning:.
Number of units ------Total tonnage_· ____ _
C. Water Heating:
Gas_~-----BTUH ________ __ Solar -------
Electric __ _ Heat Pump ____ _ Tons ------KW ____ _
Other --------------------------
Type: Central system ___ _ Individual systems ____ _
Recirculating Loop? Yes __ _ Ho __ _
D. Other:
Indoor lighting __ _ Outdoor lighting~-KW ___ _ KW ----
. Cooking __ _ KW __ _ Refrigeration Tons or ft3 __
Ho tors __ _ X-Ray · ... Computer ____ _
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21. Air pollution emissions (Check applicable BAAPCO regulations).
Corrmercial/lndustrial only: Source and type ___________ ~
Amount _______________ ~
22. Noise generation:
Source~---------------Amount(dBa) __________ _
Sound-proofing proposed, ____________________ _
23. Site drainage provisions ____________________ _
24. · Amount of proposed grading (cubic yards) _____________ _
25. Disposition of excavated material_,----------------
26. Permits required from other agencies:
Santa Clara Valley Water District ______ _
Bay Conservation and Development Commission ____ _
Bay Area Air Pollution Control District ______ __
Corps of Engineers ______ _
Other ___________________________ __
!Il. ENYIROHMEHTAL DESCRlPTIOH
27. ·Percent and direction of ground slope at site ___________ _
28. Is this site within a special flood hazard area? Yes __ _ No __ _
29. Existing site vegetation (plea~e list, and indicate any to be removed)
30. Existing animal and bird life on site _______ _.;,. ______ __
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31. Land uses adjacent to ·site __________________ _
Prepared by __________ _ Date ------
NOTE: Hore information may'·be required before the application for which this
assessment has been prepared can be processed. Please call th~ Department of
Planning and Corrrnunity Environment at (415) 329-2442 if you have any questions.
PLEASE RETURN COMPLETED WORKSHEET TO THE DEPARTMENT OF PLAHNIHG AfID COHMUHITY
EHYIROHHENT," CIVIC CENTER, 250 HAMILTON AVENUE, 5TH FLOOR.
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