HomeMy WebLinkAboutCity Councildetermined that it would require a portable unit be located in the parking lot behind the
Cubberley Pavilion to house and operate certain portions of its operations. The JCC will pay
all costs associated with the installation and operation of the portable units. The JCC also
determined that it would require the renovation and use of the girls’ locker room to
accommodate two exercise rooms and the City agreed to reimburse the JCC $37,000 for a
portion of the cost of renovation. The $37,000 figure is the amount of money the Children’s
International School (CIS) paid the City in 2000 in response to the City’s Request for
Proposals for remodeling and subleasing the girls’ locker room. The City accepted CIS’
proposal to pay $37,000 toward remodeling the girl’s locker room with the agreement that
CIS could lease other space at Cubberley in lieu of developing the locker room. The funds
from the CIS were deposited to the City General Fund in 2000. Staff believes that since
these funds were to be spent on renovations to the girls’ locker room, it is appropriate to
reimburse the JCC in the same amount.
RESOURCE IMPACT
The attached BAO in the amount of $37,000 to reimburse the JCC for a portion of the costs
associated with refurbishing the former girls’ lock_er room at the Cubberley Con~nunity
Center will be funded from the General Fund Stabilization Reserve. The appropriation is a
one-time expense and there are no future-year resource needs anticipated as a result of this
BAO.
POLICY IMPLICATIONS
The recommendation does not represent any change to City policies.
ENVIRONMENTAL ASSESSMENT
The project is categorically exempt from the requirements of the California Environmental
Quality Act (CEQA) pursuant to Section 15301 (Existing Facilities) of the CEQA guidelines.
ATTACHMENTS
Attachment A: Budget Amendment Ordinance
Attachment B: General Fund Budget Stabilization Reserve Balance
Attachment C: Interim Relocation Pla~for JCC
Attachment D: Sublease
//~’/
MARTHA MILLER
Financial Analyst
CMR:114:03 Page 2 of 3
DEPARTMENT HEAD APPROVAL:
CARL
Director,Services
CITY MANAGER APPROVAL:
EMILY HARRISON
Assistant City ~anager
cc: Jewish Conmmnity Center
CMR:114:03 Page 3 of 3
ATTACHMENT A
ORDINANCE NO.
ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO
AMENDING THE BUDGET FOR THE FISCAL YEAR 2002-03 TO
PROVIDE AN APPROPRIATION OF $37,000 TO THE JEWISH
COHMUNiTY CENTER FOR REFURBISHING COSTS AT THE CUBBERLEY
COHMUNITY CENTER.
WHEREAS, pursuant to the provisions of Section 12 of Article
III of the Charter of the City of Palo Alto, the Counci! on June 17,
2002 did adopt a budget for fisca! year 2002-03; and
WHEREAS, on September 10,2001, the Council approved a Four-
Party Memorandum of Understanding (MOU) to resolve issues relating
to the transfer of the Terman Community Center from the City of Palo
Alto to the Palo Alto Unified Schoo! District (PAUSD), and in turn
the relocation of the Jewish Community Center (JCC) from the Terman
Middle Schoo! site to the Cubberley Community Center; and
WHEREAS, the Jewish Community Center made renovations to the
Old Girls Locker Room to accommodate two exercise rooms at Cubberl~ey
Community Center; and
WHEREAS, the City agreed to reimburse the Jewish Community
Center a portion of the renovation costs; and
WHEREAS, the $37,000 figure was the amount of money the
Children’s International Schoo! paid to the City to renovate the
Girls Locker Room at Cubberley. The funds from the Children’s
Internationa! School were deposited in Fisca! Year 2000-01 into the
General Fund; and
WHEREAS, Staff believes that since the $37,000 from the
Children’s International Schoo! was intended for the renovations of
the girl’s locker room that its appropriate to reimburse the Jewish
Community Center the same amount; and
WHEREAS, the additional appropriation of funds from the General
Fund Budget Stabilization Reserve is a one-time expense and no
future year resource impact to the Genera! Fund Budget Stabilization
Reserve is anticipated.
NOW, THEREFORE, the Council of the City of Palo Alto does
ORDAIN as fol!ows:
SECTION i. The sum of thirty seven thousand dollars ($37,000)
is hereby appropriated to non-salary expenses in the Property
Management Functiona! Area in the Administrative Services
Department, and the Budget Stabilization Reserve is correspondingly
reduced.
SECTION 2. This transaction will reduce the
Stabilization Reserve from $22,617,668 to $22,580,668.
Budget
SECTION 3. As specified in Section 2.28.080(a) of the Palo
Alto Municipal Code, a two-thirds vote of the City Counci! is
required to adopt this ordinance.
SECTION 4. A mitigated Negative Declaration for the project was
approved by Counci! on October 13, 1998. No further environmenta!
review for the project is necessary under the requirements of the
California Environmental Quality Act (CEQA) .
SECTION 5. As provided in Section 2.04.350 of the Palo Alto
Municipal Code, this ordinance shall become effective upon adoption.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
ATTEST:APPROVED:
City Clerk Mayor
APPROVED AS TO FORM:
City Attorney
City Manager
Director of Administrative
Services
City of Palo Alto
A’F[ACHMENT B
General Fund Budget Stabilization Reserve Balance
Balance
Adopted Budget Projected Changes to BSR
City’s Contribution to the Cost of the Sound Wali for the Tennis
Facility at 3005 Middlefield Road
Title Insurance for Terman and Cubberley
Reimbursement for Jewish Community Center for refurbishing costs
to Cubberley Community Center
($60,000)
($50,000)
($36,332)
($37,000)
$22,764,000
($60,000)
($50,000)
($36,332)
($37,000)
BSR Balance After BAO’s 522,580,668 !
1/7/2003
Attachment C
interim Relocation Plan for JCC
CPA-JCC Cubberley Sublease Terms
1. Term. Commencing August 15, 2002 and continuing until the earliest of
December 31,2004 if the CPA does not extend the master lease, or August 15, 2010 if
the master lease is extended, or until JCC relocates its community services programs
from Cubberley.
2. Rent. $2704 per month until September 2003, provided that if the parties agree
to include the Exercise Room, (the remodeled Girls’ Locker Room), the rent shall be
$4779 per month until September 2003. In September 2003, the rent it increases to
$8531 with addition of dedicated gym space and the Exercise Room if not previously
included. Rent amounts are subject to annual inflation adjustment and a security
deposit; rates and usage are subject to further discussion.
3. Premises. Dedicated space initially is Room B-5, Room B-6, B-5 Storage, Coach’s
Office, M-5 Office, M-1 Office, and, at the parties’ agreement, the Exercise Room. In
September 2003, premises expanded to include exclusive use of Gym A Monday
through Thursday (and the Exercise Room if not initially inctuded,)and shared use of the
Gym A on Friday through Sunday. JCC also has the right to regularly scheduled use of
12 hours per week of Auditorium, 6.5 hours per week of Room M-4, and 2.25 hours per
week of Room A-6, subject to adjustments to best meet Cubberley and JCC scheduling
requirements. In September 2003, shared uses will be increased to include 2.5 hours
per week of the Dance Studio and 3.0 hours per week of the Boy’s Activity Room.
Regularly scheduled use is included in the rent described above. Other use of
Cubberley space by JCC will be at the non-profit regular rentalrate, but such space will
be allocated on a first-come, first-serve basis and JCC wil! not have priorities over other
users.
4. Access to Common Areas. JCC wil! have access to all common areas as-needed
to make use of the dedicated and regularly scheduled use premises.
010905 s~m 0090974
5. Si_clna_cte. JCC will be permitted to install signage in accordance with the approved
sign program for Cubberley.
010905 sF~ 0090974
December 30, 2002
ATTACHMENT D
JCC CUBBERLEY
SUBLEASE
THIS SUBLEASE is made this ~ day of ~~, 2002 by and
~, (CTTY) andbetween the C_uy of Palo Alto, a municipal corporation -
The Albert L. Shu!tz Jewish Communi<y Center, a California non-
profit public benefit corporation (SUBTENANT).
RECITP~S
A.CITY, under a Lease and Covenant Not to Develop (Lease), dated
September I, 1989 as amended on July 21, 1998 and August
13,2002, by and between the Pa!o Alto Unified Schoo! District
(DISTRICT) and the City of Pa!o Alto (CITY), is leasing the
former Cubber!ey High School site at 4000 Midd!efield Road
(Cubberiey Site).
CITY desires to provide interim space at the Cubberley site for
SUBTENANT’S use pending the re!ocation of its co--unity center
to a permanent site.
Co SUBTENANT desires to sublease space at the Cubber!ey site for
its operations and programs to avoid any disruption of its
community center services pending its relocation to a permanent
site.
NOW THEREFORE, in consideration of these premises,
hereto mutually agree as follows:
the parties
i.PREMISES
Subject to the terms and conditions set forth in this agreement,
CiTY SUBLEASES to SUBTENANT that certain property (PREMISES)
consisting of a gymnasium (GYM A), two (2) fitness rooms (FITNESS
ROOMS),. and a relocatable unit (RELOCATABLE UNIT), as more
particularly described and shown in "EXHIBIT B" EXHIBIT B is
attached to, and by this reference, made a part of this SUBLEASE.
iI. PURPOSE
The purpose of this SUB~EASs is to mrovide interim smace for certain
of SUBLESSEE’S omerations and programs mending its re!ocation to a
permanent site.
ili. USES
The Premises during the term of this Sublease are to be used for
educational programs and related classroom activities, other than K-
12 education; teen programs; music, cheau_= and arts mrograms; non-
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athletic recreational programs (e.g., discussion groups, bridge and
chess); senior programs; language programs; day camp programs family
and socia! services; health/fitness and wellness programs including
without limitation aerobics, cardio-therapy, dance, exercise,
strength training, athletics and sports programs (e.g., basketbal!
and volleyball); specia! events related to the foregoing uses; and
administrative offices incidenta! to the permitted use of the
Premises. Subtenant shal! neither use the Premises or permit the
Premises to be used for unlawful, boisterous, or hazardous purposes.
The Premises shal! not be used as a place of dwelling or residence.
City and Subtenant agree that the Premises shal! be used
exclusively for programs that are available to persons regardless of
religious affiliation. Subtenant Shal! not use the Premises for any
uses not permitted hereby without the City’s written consent, which
consent shal! not be unreasonably withheld, conditioned or delayed,
if such uses are compatible with other uses of the Cubberley S_~e.
IV. TERM
The term of the Sublease ("Sublease Term")shall commence on
September !, 2002 (the "Commencement Date").The Sublease Term
shal! expire on the earlier of (i) August 30,2010, or (ii) the
date JCC re!ocates ~[ts community service programs from the
Cubberley Site; provided, however, that neither JCC’s use of the
Greendell Site, nor the continuing occasiona! use of the Terman
Site, nor any supplemental facility space obtained by JCC for
housing of programs that cannot be located in the Cubber!ey Site o~
the Greendell Site due to size ~constraints or constraints due tofacility limitations shall be deemed use of an alternative site
that results in expiration of this Sublease.
V.TERMINATION OF PRIOR AGREEMENTS
This Sublease supersedes any and all prior subleases or agreements
entered into by CITY with SUBTENANT. All such prior subleases or
agreements are nul! and void.
VI. x. Expiration or Termination of Lease Between City and PAUSD.
A. SUBTENANT acknowledges and agrees that (i) the LEASE
expires on December 31, 2004, (ii) that as of the date hereof, CITY
has not exercised its extension rights, and (i.ii) if CITY does not’~eexercise its extension rights, this SUBLEASE shall termlna~ as of
December 31, 2004. ..
B.SUBTENANT further acknowledges and agrees that
(i)under Subsections 6.5.1(a),6.5.!(b), 6.5.!(c) of the LEASE with
the DISTRICT, the CITY may under certain circumstances described
therein terminate the LEASE upon 90 days written notice from CITY
to DISTRICT, (or such !onger notice period as may be set forth in
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those subsections), and (ii) if the CITY exercises its rights
under those subsections, this SUBLEASE, which is subordinate to the
LEASE, shall terminate upon expiration of the LEASE.
C. SUBTENANT further acknowledges that DISTRICT has
certain termination rights as set forth in the LEASE, including the
2001 ~mendment thereto} the exercise of which would terminate this
SUBLEASE.
D. Nothing in this SUBLEASE limits any rights the SUBTENANT may
have to be acknowledged as a tenant by DISTRICT in the event the
LEASE is terminated prior to the end of its TERM.
VII. CONSIDERATION RENT FOR LEASED SPACE
As consideration for SUBTENANT’S use of the PREMISES in accordance
with the terms and conditions of this SUBLEASE, SUBTENANT agrees to
pay to CITY rent based upon the fol!owing annua! schedule:
Year
Year 1 (02/03)
Gym A
$0
Relocatable
Unit
$0 (JCC to
pay all
relocatable
costs)
$0
Exercise
Rooms
$0
Total
$0
Year 2 (03/04) $24,000 $0 $24,000
($2,000/mo)($2,000/mo)
Year 3 (04/05)$51,000 $0 $0 $51,000
($4,250/mo)($4,250/mo)
Years 4 through 8, all rents to be adjusted annuallyin accordance
with Clause VIII Revision of Rentals.
VIII. REVISION OF RENTALS
The rental specified in Clause VII (CONSIDERATION/RENT) shall be
subject to automatic annua! adjustments in proportion to changes in
the Consumer Price Index, All Urban Consumers, (base years 1982-1984
= i00) for San Francisco-Oakland-San Jose CMSA published by the U.S.
Department of Labor, Bureau of Labor Statistics or any replacement
index published by said Bureau. Per the formula below, the
adjustments shall be limited to seventy five percent (75%) of the
change in the CPI index.
The automatic adjustment shall be effective on each anniversary of
the commencement date of this SUBLEASE and shal! be calculated in
accordance with the fol!owing formula:
X : P [ 1 +0.75 (A/B-! ]
Where:
Adjustment _en~al;
Annual Rental for the previous lease Year;
Average monthly index for the 12 calendar months ending
with and including the index published just prior to
commencement of the then current Sublease year;
Average monthly index for the 12 calendar months ending
with and including the index published just prior to the
co_mmencement of the prec6eding Sublease year.
IX. RENT PAYMENT PROCEDURE
Ao On or before the first day of each month, SUBTENANT shall pay to
CITY rent as set forth in Clause VII (CONSIDEKhTION/RENT).
Should this SUBLEASE commence on a date other than the first of
any month, rent for the first and last month of this SUBLEASE
shal! be prorated assuming a 30-day month.
Co Renta! payments shall be delivered to the Revenue Collections
Division, 250 Hamilton Avenue, PO Box 10250, Palo Alto, CA
94303. The designated place of pa]~ent may .be changed at any
time by CITY upon ten (!0) days written notice to SUBTENANT.
Renta! payments may be made by check made payable to the City of
Palo Alto, however, SUBTENANT assumes al! risk of !oss if
payments are made by mai!.
D.Acceptance of Late or Incorrect Rent:SUBTENANT specifically
agrees that acceptance of any late or incorrect rentals
submitted by SUBTENANT shal! not constitute an acquiescence or
waiver by CITY ~and shal! not prevent CITY from enforcing Clause
X (CHARGE FOR LATE PAYMENT) or any other remedy provided in this
SUBLEASE.
X.CHARGE FOR LATE PAYMENT
If any payment of rent as specified in Clause VII
(CONSIDERATION/RENT) or of any other sum due CITY is not received by
CITY or postmarked within ten (I0) days after the due date, a late
charge equa! to one_percent (1%) of the pa]~ent due and unpaid plus
an administrative fee of $50.00 shall be added to the payment, and
the tota! sum shal! become immediately due and payable to CITY. An
additiona! charge equa! to one percent (1%) of the payment,
excluding late charges, sha!l be added for each additional month
that the payment remains unpaid.
Acceptance of late charges and/or any portion of the overdue payment
by CITY shal! .in no event constitute a waiver of TENANT’S default
with respect to such overdue payment, nor prevent CITY from
exercising any of the other rights and remedies granted hereunder or
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by any provision of law.
XI. CONSIDE.RA_TION RENT FOR HOURLY RENTAL SPACE
As consideration for SUBTENANT’s use of Hourly Rental Space on the
~remises, as listed on Exhibit C, SUBTENANT agrees to pay the CiTY
}ent based upon the City Council approved Cubberley Community Center
Hourly Rental Fee Schedule. Rental fees shall be based upon the
!owest Non-Profit, Regular User Rate for each room and any related
staff costs. All such fees shall be paid to the CITY through the
Cubberley Center Office.
Subtenant’s Reoccurring Event use of Hourly Rental ~Space (as listed
on Exhibit C) shal! be free of charge throughout the term of this
agreement and their Specia! Event use of Hourly Renta! Space (as
listed on Exhibit C) shall be free for the first two sublease years
and thereafter standard hourly fees will he charged with respect to
Special Events in accordance with the City Counci!’s Approved
Municipal Fee Schedule.
XII. SECURITY DEPOSIT
A security deposit in the sum of ten thousand ($i0,000.00) shall be
provided to CITY by SUBTENANT. The security deposit shal! take one
of the forms set out be!ow and shall guarantee SUBTENANT’S ful! and
faithfu! performance of al! the terms, covenants, and conditions of
this SUBLEASE.
A.Cash.
The assignment to CITY of a savings deposit held in a financial
institution in Santa Clara or San Mateo County acceptable to
CITY. At a minimum, such assignment shal! be evidenced by the
delivery to CITY of the origina! passbook reflecting the savings
deposit and a written assignment of said deposit to CITY in a
form approved by the Real Property Manager.
C.A Time Certificate of Deposit from a financial institution in
Santa Clara or San Mateo County wherein the principa! sum is
made payable to CITY or order. Both the financia! institution
and the form of the certificate must be approved by the Real
Property Manager.
D.A Letter of Credit or other instrument of credit from
financia! institution, subject to regulation by the state or
federal government, pledging that fund necessary to secure
performance of the SUBLEASE terms, covenants, and conditions,
are on deposit and guaranteed for payment, and agreeing that the
funds shall be trust funds securing SUBTENANT’S performance and
that al! or any part shall be paid to CITY or order upon demand
by CITY. Both the financia! institution(s) and the form of the
instrument(s) must be approved by the Rea! Property Manager.
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Regardless of the form in which SUBTENANT 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 SUBLEASE incurred by CITY as a result of the failure
by SUBTENANT, its successors or assigns, to faithfully perform al!
of the terms, covenants, and conditions of this SUBLEASE. Should
SUBTENANT elect to provide a Time Certificate of Deposit, Letter of
Credit, or other instrument of credit, hereinafter collectively
referred to as "INSTRUMENT", to fulfill the security deposit
requirements of this SUBLEASE, the INSTRUHENT shall contain a
provision whereby the institution issuing the !NSTRUHENT agrees to
provide CITY with written notice of its intent not to renew the
INSTRUHENT at least thirty (3@) days prior to expiration or
termination of the INSTRUHENT. If SUBTENANT has not provided CITY
with an acceptable alternate form of security deposit at least ten
(!0) days prior to expiration or termination of the INSTRUMENT, CITY
may demand and obtain from the institution issuing the INSTRUHENT,
the amount secured by the INSTRUHENT as satisfaction of the security
deposit provision of this SUBLEASE.
Should SUBTENANT elect to assign the savings deposit to CiTYr or
provide an alternate INSTRUHENT, to fulfill the security deposit
requirements of this SUBLEASE, the assignment, or issuance of the
INSTRUHENT shall have the effect of releasing the depositor or
creditor therein from liability on account of the payment of any or
all of the principal sum to CITY or order upon demand of CITY. The
agreement entered into by SUBTENANT with a financial institution to
establish the deposit necessary to permit assigm_ment or issuance of
a certificate as provided above, may allow the payment of interest
accruing on account of the deposit to SUBTENANT, or order.
SUBTENANT shall maintain the required security deposit throughout
the SUBLEASE term. Failure to do so shal! be deemed a default and
may be grounds for immediate termination of this SUBLEASE. The
security deposit shel! be rebated, reassigned, released, or endorsed
to SUBTENANT or order, as applicable, at the end of the SUBLEASE
term, except as applied by CITY to cure any instance of breach of
this SUBLEASE by SUBTENANT or to compensate CITY for actua! damages
incurred due to a breach of this SUBLEASE by SUBTENANT.
XIII. ~LhlNTENANCE AND REPAIR
SUBTENANT, at .its expense, shall perform all interior maintenance
and repairs, within the Premises (Gym A and the two exercise rooms),
including but not limited to painting, window glass replacement (if
damage occurs from the inside), Exercise Room f!oor maintenance and
replacement, bi-annual Gy~ A floor re-surfacing which meets City
specifications, space heaters or any other SUBTENANT installed
equipment, plumbing, heating/air conditioning systems, interior pest
contro! or specia! security devises.
SUBTENANT shall perform all maintenance and repair for the entire
interior and exterior of all relocatable units that are part of the
Premises.
CITY shall be responsible for exterior maintenance and repair of the
structure and main support systems, including roof repa£r, heating,
air conditioning and ventilation repair, main electrica! systems,
water, sewer systems repair, exterior painting and structural
repairs and maintain sidewalksr driveways, parking areas, in a
condition suitable to satisfy the. purpose of the SUBLEASE. In
addition, the CITY shal! be solely responsible for rekeying !ocks
and issuing new or additional keys (cost of rekeying and keys sha!l
be billed to JCC at cost of materials and labor, and if done by C!TY
an additional 15% overhead shal! be added to cost) and !ock repair.
The CITY is also responsible to replace light bulbs and ballast’s,
door and window hardware, repair existing basketbal! backboards and
motors and repair al! exit and emergency lights.
SUBTENANT expresslY agrees to maintain the PREMISES in a safe,
clean, wholesome, and sanitary condition and in substantia! repair
to the complete satisfaction of CITY and in compliance with all
applicable laws, provided that, with respect to portions of the
Premises other than the Relocatable Unit, SUBTENANT shal! have no
responsibility or liability for (i) any instance of noncompliance
with applicable laws existing as of the commencement of the term of
this SUBLEASE, (ii) the presence of any hazardous materials or toxic
substances on, under or about the Premises, except to the extent the
release of any such hazardous materials on or about the Premises is
caused by the-activities of SUBTENANT, or (iii) any requirement
under applicable laws to make improvements or alterations to the
Premises unless necessitated by SUBTENANT’s particular use of the
Premises or improvements made or requested by SUBTENANT. SUBTENANT
further agrees to provide approved interior containers for trash and
garbage and to keep the interior of the PREMISES free and clear of
rubbish and litter. CITY shall have the right to enter upon and
inspect the PREMISES at any time during SUBTENANT~’s hours of
operation ~for cleanliness and safety, subject to SUBTENANT’s
reasonable security and safety procedures. Notwithstanding the
above provisions, SUBTENANT shall be responsible for damage or
repair to PREMISES or any of its support systems resulting from
SUBTENANT’S use of the PREMISES and not occasioned by normal wear
and tear.
If SUBTENANT fails to maintain or make repairs or replacements as.
required herein, CITY may notify SUBTENANT in writing of each
failure. Should SUBTENANT fai! to correct the situation within a
reasonable time thereafter, as established by the City Manager, the
Real Property Manager may make, or cause to be made, the necessary
corrections and the cost thereof, including but not limited to the
cost of labor, materials, and equipment and a fifteen percent (15%)
charge for administration and overhead, shall be paid by SUBTENANT
within ten (i0) days of receipt of a statement of the cost from the
Rea! Property Manager. CITY may, at its option, choose other
7
remedies available herein, or available by law.
XIV. JANITORIAL
SUBTENANT is responsible to provide any and all custodial services
for the re!ocatable units, the two Exercise Rooms and Gym A. The
City wil! provide most of the custodia! services for Hourly Rental
Facilities used by the SUBTENANT, but will require that the
SUBTENANT assist with custodial services when their uses adversely
affect or impact City custodia! staff.
XV.INITIAL CONSTRUCTION BY SUBTENANT
A. Minimum Construction and Timing. CITY hereby acknowledges and
accepts that SUBTENANT has renovated the existing Gir!’s Locker
Room to provide two smal! Exercise Rooms for SUBTENANT’s use
during the term of this SUBLEASE. Upon termination of the
SUBLEASE, the wal! between the two Exercise Rooms must be removed
and uniform flooring material installed throughout the renovated
area by SUBTENANT. The two Exercise Rooms have been designed,
constructed, and installed within the PREMISES, and CITY shall
reimburse SUBTENANT a portion of the cost thereof in an amount
equal to $37,000.00, which shall be reimbursed by CITY to
SUBTENANT concurrently with the ful! execution of this SUBLEASE.
The plans prepared by SUBTENANT have been approved by CITY
Community Service, Facility Maintenance and Building Departments.
Development Plan and Construction Standards. All design and
construction shal! conform With the construction and
architectura! standards required by the City’s Facilities
Maintenance Division,Building Department and Community Services
Department.
XVI.COHSTRUCTION AND/OR ALTERATION BY TENANT
CITY’S Consent. No structures,improvements, or facilities
shall be constructed, erected,altered, or made within the
PREMISES without the prior written consent of City Counci! if
required by City of Palo Alto procedures or ordinances, or
otherwise by the City Manager. Any conditions relating to the
manner, method, design, and construction of the structures,
improvements, or facilities established by CITY shall be
conditions of this clause as though originally stated herein.
SUBTENANT may, at any time and at its sole expense, instal! and
place business fixtures and equipment within any building
constructed by City, provided such fixtures and installation
have been reviewed and approved by the City Manager.
Strict Compliance with Plans and
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Specifications.Al!
improvements constructed by TENANT within the PREMISES shal! be
constructed in an efficient and work~an!ike manner and in
strict compliance with detailed plans and specifications
approved by the City Counci! if required by City of Palo Alto
procedures, or ordinances or otherwise by the City Hanager, or
designee, and applicable City of Palo Alto codes and
ordinances.
Certificate of inspection. Upon completion of construction of
any building, TENANT shal! submit to the Real Property Manager,
a Certificate of Inspection, verifying that the construction
was completed in conformance with Title 20 of the California
Code of Regulations for residential construction, or in
conformance with Title 24 of the California Code of Regulations
for non-residentia! construction.
XVIi. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS
Ao Total Destruction. In the event the PREMISES or a substantial
portion thereof are destroyed by any cause that renders the
PREMISES unfit for the purposes designated in Clause Iii (USES)
and if the PREMISES are so badly damaged that they cannot be
repaired within two hundred seventy (270) days from the date of
such damage, either party may terminate this SUBLEASEas
fol!ows. CITY shall .use commercially reasonable effortsto
promptly obtain a written estimate of the time requiredto
repair the damage and provide a copy of the estimateto
SUBTENANT. If the estimate shows that the Premises cannotbe
repaired within two hundred seventy (270) days from the dateof
such damage, either party can terminate this Sublease by giving
to the other party written notice within thirty (30) days of the
delivery of such estimate to SUBTENANT. After such notice of
termination has been given, rental (excepting percentage renta!,
if any) shal! be prorated to the date SUBTENANT actually vacates
the PREMISES which shall be no later than thirty (30) days from
the giving of the notice of termination.
Insured Partial Destruction. If the PREMISES are partially
destroyed by any cause insurable under fire insurance with a
standard extended coverage casualty endorsement (whether CITY
actually carries such insurance or is self-insured for risk due
to a cause that would have been insurable under such a policy),
and the destroyed portion ’can be rebuilt or repaired within two
hundred seventy (270) days from the date of destruction, CITY
shall repair the damage or destruction as fol!ows. CITY shall
use commercially reasonable efforts to promptly obtain a written
estimate of time required to repair the damage and provide a
copy of the estimate to SUBTENANT. If CiTY (a) is obligated to
rebuild or repair, or (b) neither CITY nor SUBTENANT elects to
terminate the SUBLEASE pursuant to this paragraph, CITY shall
proceed with reasonable diligence to so rebuild or repair, and
this SUBLEASE shal! remain in full force and effect; however,
unti! the destroyed PREMISES are repaired, rental (excepting
percentage rental, if any) paid by SUBTENANT to CITY shal! be
reduced in the same proportion that SUBTENANT"s square footage
is reduced by such destruction. However there shall be no rent
abatement or offset should the damage or destruction be caused
by SUBTENANT, its employees, agents or contractors.
C.Non-insured Partial Destruction. If the PREMISES are partially
destroyed by any cause not insurable by fire insurance with an
extended coverage casualty endorsement but the PREMISES can
still be used for the purposes designated in Clause III (USES),
SUBTENANT may, at its option, terminate this SUBLEASE unless
CITY commences rebuilding or repair of the destroyed portion of
the PREMISES within 90 days from the date of destruction.
However, there shall be no rent abatement or offset should the
damage or destruction be caused by SUBTENANT, its employees,
agents or contractors.
Such termination by SUBTENANT shall be accomplished by giving
CITY written notice of termination not sooner than ninety (90)
days nor later than one hundred (i00) days after the occurrence
of such damage or destruction. This SUBLEASE shal! terminate on
the date such notice of termination is given to CITY. if CITY
accomplishes such repair or if SUBTENANT fails to exercise its
option to terminate, this SUBLEASE shall remain in full force
and effect, however, until the destroyed PREMISES are repaired,
renta! paid by SUBTENANT to CITY (excepting percentage rent, if
any) shall be reduced in the same proportion that SUBTENANT’S
SUBLEASED square footage is reduced by such destruction.
However, there shal! be no rent abatement or offset should the
damage or destruction be caused by SUBTENANT, its emp!oyees,
agents or contractors. Glass breakage shal! not be deemed a
partia! destruction within the meaning of this clause.
XVIII. AS BUILT PLANS
Upon completion of any major. SUBTENANT-constructed improvements,
SUBTENANT shal! provide the Real Property Manager with a complete
set of reproducible "as built plans" reflecting actual construction
within or upon the PREMISES. SUBTENANT shall also provide the Real
Property Manager with a statement signed by SUBTENANT certified as
to accuracy of actua! construction costs for all such improvements.
XIX.OWNERSHIP OF IMPROVEMENTS
All improv6ments constructed, erected or installe~ upon the PREMISES
must be free and clear of all liens, claims, or liability for labor
or materia! and, except for the relocatable unit, shal! become the
property of CITY, at its election, ~pon expiration or earlier
termination of this sublease and, upon City’s election, shall remain
upon the PREMISES upon termination of this Sublease. Upon
termination of the sublease, the SUBTENANT shall remove the
relocatable unit including, but not limited to the foundations, and
i0
_!actlonshall repair to the satis= ~’ of CITY any damage to the PREMISES
caused by such remova!.
Title to all equipment, furniture, furnishings and trade fixtures
placed by SUBTENANT upon the PREMISES shal! remain in SUBTENANT, and
repl~cements, substitutions and modifications thereof may be made by
SUBTENANT throughout the term of this Lease. SUBTENANT may remove
such fixtures and furnishings upon termination of this Lease if
TENANT is not then in default under this Sublease, provided that
SUBTENANT shal! repair to the satisfaction of CITY any damage to the
PREMISES and improvements caused by such removal and provided that
usua! and customary lighting, plumbing and heating fixtures shall
remain upon the PREMISES upon termination of this Sublease.
XX. UTILITIES
SUBTENANT shall provide and pay for all telephone and electricity
provided to the re!ocatable units as well as al! sewer clearing
service charges that may result from use of the relocatable
restroom. A separate electric meter shal! be installed at the sole
cost of the SUBTENANT.CITY shal! pay for all other utilities
provided to the PREMISES. Utilities for hourly renta! of rooms
within the Cubberley facility shal! be paid by the CITY, except any
and all telephone costs.
XXI. INSURANCE
e - -SUBTENANT shall maintain insurance accep~abl to CITY in full force
and effect throughout the term of this Sublease.
Minimum Sco~e of Insurance
Coverage shall be at least as broad as:
i)
2)
3)
4
Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87)
covering Automobile Liability, code 1 (any auto).
Workers’ Compensation insurance as required by the State
of California and Employer’s Liability Insurance.
Course of Construction insurance form providing coverage
for "al! risks" of loss, when applicable.
The policy or policies of insurance maintained by SUBTENANT shall
provide the fo!lowing limits and coverages:
POLICY MINIMUM LIMITS OF LIABILITY
(i)WORKERS’
COMPENSATION Statutory
(2)COMPREHENSIVE
AUTOMOBILE
Bodily Injury
!I
$i,000,000 ea. person
$I,000,000 ea. occurrence
LIABILITY,Property Damage $i,000,000 ea. occurrence
including owned,
hired, and non-owned
automobiles
(3)COMPREHENSIVE Bodily Injury $i,000,000 ea. person
GENER~.L $i,000,000 ea. occurrence
LIABILITY $i,000,000 aggregate
including Property Damage $!,000,000 ea. occurrence
products and Personal Injury $i,000,000 ea. occurrence
completed operations,
broad form contractual,
and personal injury.
(4)FIRE LEGAL
LIABILITY
$i,000,000 Said sum represents the
estimated cost of the improvements and
fixtures within the care, custody and
control of SUBTENANT. Said sum shal! be
subject to annual review by LESSOR’s Risk
Manager to insure that coverage is’
adequate to cover changes in the
replacement cost of improvements and
fixtures within the care, custody and
contro! of SUBTENANT.
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, emp!oyees
and volunteers; or the SUBTENANT shall procure a bond guaranteeing
payment of losses and related investigations, claim adm_nlstra~lon
and defense expenses.
insurance shall be in ful! 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:
"Each insurance policy required by this clause shall be
endorsed to state that coverage shal! not be suspended,
voided, canceled by either party, reduced in coverage or
in limits except after ten (!0) days’ prior written
notice by certified mail, return receipt requested, has
been given to the CITY."
o "All rights of subrogation are hereby waived against the
CITY OF PALO ALTO and the members of the City Counci! and
elective or appointive officers or employees, when acting
within the scope of their emp!oyment or appointment."
3. The CITY OF PALO ALTO and the PALO ALTO UNIFIED SCHOOL
12
DISTRICT are named as additional insureds.
o "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 SUBTENANT; products and completed
operations of the SUBTENANT; premises owned, occupied or
used by the SUBTENANT; or automobiles owned, leased,
hired or borrowed by the SUBTENANT. The coverage shal!
contain no special limitations on the scope of protection
afforded to the CITY, its officers, officials, emp!oyees,
agents or volunteers."
5."For any claims related to this Sublease, the SUBTENANT’s
insurance coverage shal! be primary insurance as respects
the CITY, its officers, officials, emp!oyees, agents and
volunteers. Any insurance or self-insurance maintained by
the CITY, its officers, officials, employees, agents or
volunteers shal! be excess of the SUBTENANT’s insurance and
shal! not contribute with it."
6."The SUBTENANT’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."
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s
rating of no less than A:VII.
XXII. INSURANCE
SUBTENANT agrees to deposit with the Real Property Manager, on or
before the effective date of this Sublease, certificates of
insurance necessary to satisfy CITY that the insurance provisions of
this Sublease have been complied with, and to keep such insurance in
effect and the certificates therefore on deposit with CITY during
the entire term of this Sublease. Should SUBTENANT not provide
evidence of such required coverage at least three (3) days prior to
the expiration of any existing insurance coverage, CITY may purchase
such insurance, on behalf of and at the expense of SUBTENANT to
provide six months of coverage.
CITY shall retain the right at any time to ~eview 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 provide adequate protection for CITY and for members
of the public using the PREMISES, the Rea! Property Manager may
require SUBTENANT to obtain insurance sufficient in coverage, form,
and amount to provide adequate protection as determined by the Risk
Manager. CITY’S requirements shal! be reasonable and shal! be
designed to assure protection from and against the kind and extent
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of risk which exists at the time a change in insurance is required.
The Rea! Property Manager shall notify SUBTENANT in writing of
changes in the insurance requirements, if SUBTENANT does not
deposit copies of acceptable insurance policies with CITY
incorporating such changgs within sixty (60) days of receipt of such
notice, or in the event SUBTENANT fails to maintain in effect any
required insurance coverage, SUBTENANT shall be in default under
this sublease without further notice to SUBTENANT. Such failure
shall constitute a materia! breach and shal! be grounds for
immediate termination of this Sublease at the option of CITY.
The procuring of such required policy or policies of insurance shall.
not be construed to limit SUBTENANT’S liability hereunder nor to
fulfil! the indemnification provision and requirements of this
Sublease. Notwithstanding the policy or policies of insurance,
SUBTENANT shal! be obligated for the ful! and tota! amount of any
damage, injury, or loss caused by or connected with this Sublease or
with use or occupancy of the PREMISES.
XXiII. ASSIGNING, SUBLETTING, AND ENCUMBERING PROHIBITED
Since CITY has relied on the specific background and capabilities of
SUBTENANT in awarding this Sublease, any mortgage, pledge,
hypothecation, encumbrance, transfer, sublease, or assignment
(collectively referred to as ENCUMBRANCE) of SUBTENANT’S interest in
the PREMISES, or any part or portion thereof, is prohibited. Any
attempted ENCUMBKhNCE shall be null and void and shall confer no
right, title, or interest in or to this Sublease.
if SUBTENANT hereunder is a corporation or an unincorporated
association or partnership, the ENCUMBKhNCE 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%) shal! be deemed, an assignment within the meaning of
this clause.
XXIV. DEFAULT IN TE~S OF THE SUBLEASE BY SUBTENANT
Should SUBTENANT defaultin the performance of any covenant,
condition, or agreement contained in this SUBLEASE and such default
is not corrected within .thirty (30) days of receipt of a notice of
default from CITY, CITY may:
ho Terminate this SUBLEASE and all rights of SUBTENANT and those
who claim under SUBTENANT, stemming from this SUBLEASE, shal!
end at the time of such termination;
B o At CITY’S sole option, cure any such default by performance of
any act, including payment of money, and the cost thereof, plus
reasonable .administrative cost, shall become immediately due
and payable by SUBTENANT to CITY;
14
Seek an action or suit in equity to enjoin any acts or things
which may be unlawfu! or in violation of the rights of CITY;
Do Seek a mandamus or other suit, action of proceeding at law or
in equity to enforce its rights against SUBTENANT and any of
its officers, agents, and emp!oyees and its assigns, and to
compel it to perform and carry out its duties and obligations
under the law and its covenants and agreements with CITY as
provided herein; or
m °Pursue any other remedy, available by law or specifically
provided in other clauses of this SUBLEASE.
However, in the event of a default which cannot reasonably be cured
within thirty (30) days, SUBTENANT shall have a reasonable period of
time (as determined by the City Manager) to cure the default. Each
and al! 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 shal! not impair the right to CITY to exercise any or al!
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
SUBTENANT shal! be restored to its and their former position and
rights and remedies as if no such suit, action or proceedings had
been brought or taken.
In addition to a violation or breach of any other provision of this
SUBLEASE, SUBTENANT shal! be considered to be in default under this
SUBLEASE should SUBTENANT:
voluntarily file or have involuntarily filed against it any
petition under any bankruptcy or insolvency act or law;
be adjudicated a bankrupt; or
attempt to make a general assignment for the benefit of its
creditors.
XXV.LIMITATION OF THE LEASEHOLD
This SUBLEASE and the rights and privileges granted SUBTENANT in and
to the PREMISES are subject to al! covenants, conditions,
restrictions, and physica! or lega! encumbrances, including those
which are set out in the September i, 1989 LEASE as amended July 21,
1998, by and between CITY AND DISTRICT. (A copy of the Agreement is
on file at 250 Hamilton Avenue, city Hall, Rea! Estate Division, for
your review.)
Nothing contained in this SUBLEASE or in any document related hereto
shal! be construed to imply the conveyance to SUBTENANT of rights i~
the PREMISES which exceed those owned by CITY.
15
XXVI. NOTICES
All notices, statements, demands, requests, consents, approvals,
authorizations, offers, agreements, appointments or designations
hereunder given by either party to the other, shall be in writing
and shal! be sufficiently given and served upon the other party if
(!) 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
fol!owed within 48 hours by delivery of hard copy of the material
sent by facsimile, in accordance with (!), (2) or (3) above.
Personal service shal! include, without limitation, service by
delivery service and service by facsimile transmission. Delivery of
notices properly addressed shal! be deemed complete when the notice
is physically delivered to the Rea! Property Manager.
All notices pursuant to this SUBLEASE shall be addressed as set
forth be!ow or as either party may subsequently designate by wr.itten
noc_ce.
TO: CITY TO: SUBTENANT
Real Property Manager
City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto, CA 94303
F~i: (650) 323-1741
Chief Operating Officer
ALSJCC
4000 Middlefield Road
Pa!o Alto, CA 94401
with a copy to:
City Clerk
City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto, CA 94303
FAX: (650) 328-3631
and
City Attorney, City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto CA 94303
FAX: (650) 329-2646
XXVII.REPRESENTATIONS REGARDING HAZARDOUS K~TERiALS
With respect to the existence or use of "Hazardous Materials" as
defined in 30(A) of the Genera! Conditions, CITY represents to
16
SUBTENANT to the best of CITY’S knowledge as of the date of
execution of this SUBLEASE and based on no other inquiry than (i)
information received from the Palo Alto Unified School District, the
master landlord of the subleased premises, and (ii) the making and
examination of a study of the subleased premises undertaken by
Dynamac Corporation with respect to the existence or non-existence
of friable and non-friable asbestos and asbestos-containing
construction materials, that the subleased premises is in compliance
with al! ~laws regulating the handling, transportation, storage,
treatment, use and disposition of Hazardous Materials, including
asbestos and asbestos-containing construction materials.
XXViI!. ATTACHMENT TO SUBLEASE
This SUBLEASE includes the following exhibits, which are attached
hereto and by this reference incorporated into this SUBLEASE:
Exhibit A - General Conditions
Exhibit B - Description of SUBLEASED Premises
Exhibit C - Hourly Rental Uses
The inclusion of clauses in Exhibit A (GENEKhL CONDITIONS) is not in
any way intended to lessen the importance of these clauses, but is
merely done to enhance the organization of various clauses and this
SUBLEASE.
17
IN WITNESS WHEREOF, the parties have executed this SUBLEASE the day
and year first above written.
CITY:
CITY OF PALO ALTO (CITY)
BY:
Assistant City Manager
APPROVED AS TO FORM:
SUBTENANT :
ALBERT L.SHULTZ
COMMUNITY CENTER
JEWISH
BZ~
Sr. Assistant City Attorney
RECOMMENDED FOR APPROVAL:
By:
Director, Community Services
18
EXHIBIT A
GENERAL CONDITIONS
i.DEFINITIONS
CITY shal! mean the City Counci! of the City of Palo Alto, a
municipal corporation.
The City Manager is hereby authorized to take any actions under this
SUBLEASE on behalf of CiTY except for termination of this SUBLEASE.
Clauses in this SUBLEASE refer to specific officers or employees of
CITY. Should these positions be eliminated or the title changes, it
is understood and agreed that such references shall be considered to
be to the new title for renamed positions or to the replacement
official designated with the responsibilities of any eliminated
position. Any reference to a City officer or emp!oyee includes a
reference to the officer’s or emp!oyee’s designated representative.
2. TIME
Time is of the essence of this SUBLEASE.
3. ACCESS TO PREMISES
SUBTENANT agrees not to obstruct the sidewalks, entry passages, or
halls and will use the same only as a means of passage from its
respective areas. SUBTENANT and its emp!oyees and invitees shal!
have the right, in common with other persons, to use driveways and
parking areas located on the property provided that such use shall
be subject to such reasonable rules and regulations as may from time
to time be adopted by CITY.
4. SIGNS
SUBTENANT agrees not to construct, maintain, or allow any sign to be
placed upon the PREMISES except as may be approved in writing by
CITY. Unapproved signs, banners, etc., may be removed by CITY. All
signs to be placed upon the PREMISES, must conform to the Cubberley
Master Sign Program.
CITY will consult with SUBTENANT, prior to installing any signs upon
the portion’ of PREMISES subleased by SUBTENANT, or common areas
which would directly influence SUBTENANT’S use of PREMISES in
accordance with Clause IIi (Required and Optional Services and
Uses).
19
SUBTENANT will reimburse CITY for the cost of fabrication of new
signs (approximately $5,348) to accommodate SUBTENANT. SUBTENANT
shall reimburse CiTY within 30 days of installation of the signs.
New signs will include a monument sign, a vehicular directional, and
two sets of JCC Building Letters, a Building Sign, two Exercise Room
signs and changes to five Site Directories to include ~JCC. Signs
shall conform to the Cubber!ey Master Sign Program approved by the
ARB on December 3, 1992
5.PERMITS AND LICENSES
SUBTENANT shall be required to obtain and pay for any and all
permits and/or licenses which may berequired in connection with the
operation of, and any approved SUBTENANT construction upon, the
PREMISES asset forth in this SUBLEASE.
6.MECHANICS LIENS
SUBTENANT shall at all times indemnify and save CITY harmless from
a!l claims for labor or materials supplied in connection with
construction, repair, alteration, or installation of .structures,
improvements, equipment, or facilities within the PREMISES by or at
the direction of SUBTENANT, and from the cost of defending against
such claims, inc!ud±ng attorney fees. SUBTENANT shall provide CITY
with at least ten (I0) days written notice prior to commencement of
any work which could give rise to a mechanics lien or stop notice.
CITY reserves the right to enter upon PREMISES for the purposes of
posting Notices of Non-Responsibility.
In the event a lien is imposed upon the PREMISES as a result of such
construction, repair, alteration, or installation, SUBTENANT shal!
either:.
A.Record a valid Release of Lien; or
Bo Deposit sufficient cash with CITY to cover the amount of the
claim on the lien in question and authorize payment to the
extent of said deposit to any subsequent judgment holder that
may arise as a matter of public record from litigation with
regard to lienholder claim; or
Co Procure and record a bond in accordance with Section 3143 of
the Civil Code, which releases the PREMISES from the claim of
the lien from any action brought to foreclose the lien.
Should SUBTENANT fail to accomplish one of the three optional
actions within fifteen (15) days after the filing of such a lien,
the SUBLEASE shal! be in default and may be subject to immediate
termination.
2O
7.SUBLEASE ORGANIZATION AND RULES OF CONSTRUCTION
Words of the masculine gender shall be deemed and construed to
include correlative words of the feminine and neuter genders.
Unless the context otherwise indicates, words importing the singular
number shal! include the plura! number and vice versa, and words
importing persons shall include corporations and associations,
including public bodies, as well as natura! persons.
The terms "hereby", "hereof", "hereto", "herein", "hereunder" and
any similar terms, as used in this agreement, _e~er to this
agreement.
All the terms and provisi®ns hereof shal! 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 SUBLEASE sets forth all of the agreements and understandings of
the parties and any modifications must be written and properly
executed by both parties.
9.UNLAWFUL USE
SUBTENANT agrees that no improvements shall be erected, placed upon,
operated, nor maintained within the PREMISES, nor any business
conducted or carried on therein or therefrom, in violation of the
terms of this SUBLEASE, or of any regulation, order of law, statute,
or ordinance of a governmental agency having jurisdiction over
SUBTENANT’S use of the PREMISES.
i0.NONDISCRIMINATION
SUBTENANT and its employees shall not discriminate against any
person because of race, co!or, religion,ancestry,age, sex,
nationa! origin or physical handicap.SUBTENANT shall not
discriminate against any emp!oyee or applicant foremployment
because of race, color, religion, ancestry, sex, age, nationa!
origin or physica! handicap. SUBTENANT covenants to meet al!
requirements of the Palo Alto Municipal Code pertaining to
nondiscrimination in emp!oyment. If SUBTENANT is found in violation
of the nondiscrimination provision of the State of California Fair
21
Employment Practices Act or similar provisions of federal law or
executive order in the conduct of its activities under this SUBLEASE
by the State of California Fair Emplo]~ent Practices Commission or
the equivalent federal agency or officer, it shal! thereby be found
in default under this SUBLEASE, and such default shall constitute amateria! breach of this SUBLEASE. CITY shall then have the power to
cance! or suspend this SUBLEASE in whole or in part.
!i. 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
SUBLEASE are being complied with.
12.INDEMNIFICATION
A. SUBTENANT. SUBTENANT shall indemnify, defend and hold CITY
harmless from and against any and al! liabilities, claims, demands,
losses, costs, and expenses, including reasonable attorneys’ fees
("Claims") incurred by CITY, arising out of injuries to any person
or damage to any property occurring on the Premises or the Cubberley
Site which arise from the acts or omissions of SUTENANT, its
emp!oyees, agents, contractors, or invitees, except to the extent
arising from the negligence of CiTY and DISTRICT (during the period
that DISTRICT owns the Cubberley Site) and their respective agents,
employees, invitees, tenants and permittees. SUBTENANT shal! have
the right to decide and determine whether and when any such action
or proceeding shall be compromised, resisted, defended, tried or
appealed.
B. CITY. CITY shall indemnify, defend and hold SUBTENANT
harmless from and against any and al! Claims incurred by SUBTENANT,
arising Out of injuries to any person or damage to any property
occurring on the Premises or the Cubberley Site which arise from the
negligence of CITY, its emp!oyees, agents, contractors, or invitees,
except to the extent arising from the negligence of SUBTENANT or
DISTRICT (during the period that DISTRICT owns the Cubberley Site)
and their respective agents, employees, invitees, tenants and
permittees. CITY shall further indemnify, defend and hold SUBTENANT
harmless from and against any and al! Claims incurred by SUBTENANT,
arising out of any failure of CITY to perform its obligations under
the LEASE, except to the extent such obligations, if any, are
expressly assumed by SUBTENANT hereunder. CITY shal! have the right
to decide and determine whether and when any such action or
proceeding shall be compromised,resisted,defended,tried or
appealed.
13.TAXES AND ASSESSMENTS
This SUBLEASE may create a possessory interest which is subject to
22
the payment of taxes levied on such interest. It is understood and
agreed that all taxes and assessments (including but not limited to
the possessory interest tax) which become due and payable upon the
leasehold interest in the PREMISES or upon fixtures, equipment, or
other property installed or constructed thereon by SUBTENANT, shall
be the full responsibility of SUBTENANT and SUBTENANT shall pay such
taxes and assessments prior to delinquency.
14.SUCCESSORS IN INTEREST
Unless otherwise provided in this SUBLEASE, the terms, covenants,
and conditions contained herein shall apply to and bind the heirs,
successors, executors, administrators, and assigns of al! the
parties hereto, al! of whom shal! be jointly and severally liable
hereunder.
15.CIRCUMSTANCES WHICH EXCUSE PERFOR[~hNCE (FORCE H_hJEURE)
If either party hereto shal!be delayed or prevented from the
pe_~ormance of any act required hereunder by reason of acts of God
restrictive governmenta! 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 shal! be extended for a period equivalent to the period of
such delay.
16.PARTIAL INVALI.DITY
If any term, covenant, condition, or provision of this SUBLEASE is
determined to be invalid, void, or unenforceable, by a court of
competent jurisdiction, the remainder of the provisions hereof shall
remain in full force and effect and shal! in no way be affected,
impaired, or invalidated thereby.
17.WAIVER OF RIGHTS
The failure of CITY or SUBTENANT to insist upon strict performance
of any of the terms, covenants, or conditions of this SUBLEASE shal!
not be deemed a waiver of any right or remedy that CITY or SUBTENANT
may have, and shal! not be deemed a waiver of the right to require
strict performance of al! the terms, covenants, and conditions of
the SUBLEASE thereafter, nor a waiver of any remedy for the
subsequent breach or default of any term, covenant, or condition of
the SUBLEASE.
18.COSTS. OF SUSTAINING AN ACTION FOR BREACH OR DEFAULT
In the event either CITY or SUBTENANT commences legal action against
the other claiming a breach or default of this SUBLEASE, the
prevailing party in such litigation shall be entitled to recover
from the other reasonable cost of sustaining such action, including
reasonable attorney fees, as may be fixed by the Court.
19.RESERVATIONS TO CITY
The PREMISES are accepted "as is" (as defined by the terms of
paragraph IB) and "where is" by SUBTENANT subject to any and all
existing easements, and encumbrances. CITY reserves the right to
instal!, lay, construct, maintain, repair, and operate such sanitary
sewers, drains, storm water sewers, pipelines, manholes, and
connections; water, oi!, and gas pipelines; telephone and telegraph
power lines; and the applications and appurtenances 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 al! such purposes. CITY also reserves the
right to grant franchises, easements, rights of way, and permits,
in, over, upon, through, across, and a!ong any and al! portions of
the PREMISES. No right reserved by CITY in this clause shall be so
exercised as to interfere unreasonably with SUBTENANT’S operation
hereunder.
CITY agrees that rights granted to third parties by reason of this
clause shal! contain provisions that the surface of the land shall
be restored as nearly as practicable to the origina! condition upon
the completion of any construction.
20.HOLDING OVER
in the event SUBTENANT shal! continue in possession of the PREMISES
after the term of the SUBLEASE, such possession shall not be
considered a renewa! of this SUBLEASE but a tenancy from month to
month and shall be governed by the conditions,and covenants
contained in this SUBLEASE.
21.CONDITION OF PREMISES AT THE TiME OF SUBLEASE
At the commencement of the SUBLEASE, SUBTENANT shall accept the
buildings and improvements and any equipment in their existing
condition and state of repair, and SUBTENANT agrees that no
representations, statements, or warranties, express or implied, have
been made by or on behalf of CITY in respect thereto except as
contained in the provisions of this sublease., and CITY shal! in no
event be liable for any latent defects.
22. CONDITION OF PREMISES UPON TERMINATION
Upon termination of this SUBLEASE, except as otherwise agreed to
herein, SUBTENANT shall redeliver possession of the PREMISES to CITY
in substantially the same condition that existed immediately prior
24
to SUBTENANT’S occupancy, reasonable wear
earthquake, war, and any act of war excepted.
and tear, flood,
Upon termination of
this SUBLEASE, CITY may require SUBTENANT to remove interior
structures/modifications constructed by SUBTENANT including remova!
of the center wal! between the two Exercise Rooms and the
installation of consistent f!ooring throughout the space.
23. DISPOSITION OF ABANDONED PERSONAL PROPERTY
if SUBTENANT abandons the PREMISES or is dispossessed thereof by
process of law or otherwise, title to any persona! property
be!onging to SUBTENANT and left on the PREMISES forty-five (45) days
after such abandonment or dispossession shal! be deemed to have been
transferred to CITY. CiTY shall have the right to remove and to
dispose of such property without liability therefor to SUBTENANT or
to any person claiming under SUBTENANT, and shal! have no need to
account therefor.
24.CITY’S RIGHT TO RE-ENTER
SUBTENANT agrees to yield and peaceably deliver possession of the
PREMISES to CITY on the date of termination of this SUBLEASE,
whatsoever the reason for such termination.
Upon giving written notice of termination to SUBTENANT, CITY shall
have the right to re-enter and take possession of the PREMISES on
the date such termination becomes effective without further notice
of any kind and without institution of regular lega! proceedings.
Termination of the SUBLEASE and re-entry of the PREMISES by CITY
shall in no way alter or diminish any obligation of SUBTENANT under
the SUBLEASE terms and shall constitute an acceptance or surrender.
SUBTENANT waives any and all rights of redemption under any 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.
25.CONFLICT OF INTEREST
SUBTENANT warrants and covenants that no official or employee of
CITY nor any business entity in which any officia! or employee of
CITY is interested: (i) has been emp!oyed or retained to solicit or
aid in the procuring of this agreement; or (2) wil! be employed in
the performance of this agreement without the divulgence of such
fact to CITY. In the event that CITY determines that the employment
of any such official, employee or business entity is not compatible
with such official’s or employee’s duties as an officia! or employee
of CITY, SUBTENANT upon request of CITY shal! immediately terminate
such employment. Violation of this provision constitutes a serious
breach of this SUBLEASE and CITY may terminate this SUBLEASE as a
25
result of such violation.
26.EMINENT DOMAIN
In the event the whole or any part of the PREMISES are condemned by
a public entity in the lawfu! exercise of its power of eminent
domain, this SUBLEASE shall cease as to the part condemned. The
date of such termination shal! be the effective date of possession
of the whole or part of the PREMISES by the condemning public
entity.
If only a part is condemned and the condemnation of that part does
not substantially impair the capacity of the remainder to be used
for the purposes required by this SUBLEASE, SUBTENANT shall continue
to be bound by the terms, covenants and conditions of this SUBLEASE.
However, the then current minimum annual rent shall be reduced in
proportion to the relationship that the compensation paid by the
condemning public entity for the portion condemned bears to the
value of the entire PREMISES as of the date of possession of the
part 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 SUBLEASE, SUBTENANT may:
Terminate this SUBLEASE and thereby be absolved of obligations
under this SUBLEASE which have not accrued as of the date of
possession by the condemning public entity; or
Continue to occupy the remaining PREMISES and thereby continue
to be bound by the terms, covenants and conditions of this
SUBLEASE. If SUBTENANT elects to continue in possession of the
remainder of the PREMISES, the then current annual minimum
rental shall be reduced in proportion to the relationship that
the compensation paid by the condemning public entity for the
part condemned bears to the value of the entire SUBLEASED
PREMISES as of the date of possession by the condemning public
entity.
SUBTENANT shal! provide CITY with written notice advising CITY of
SUBTENANT’S choice within thirty (30) days of possession of the part
condemned by the condemning public entity.
CITY shall be entitled to and shall receive all compensation related
to the condemnation of all or part of the PREMISES by the exercise
of eminent domain except that SUBTENANT shal! be entitled to that
portion of the compensation which represents th6 value of the
SUBTENANT constructed improvements for the remainder of the SUBLEASE
term. The amount to which SUBTENANT shal! be entitled shal! not
exceed the actua! cost of improvements constructed by SUBTENANT
reduced in proportion to the relationship of the remaining SUBLEASE
term to the original SUBLEASE term, using a straight line approach.
26
27.CHANGES IN PRICE INDICES
Clauses contained in this SUBLEASE 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 fol!owing conditions shal! apply:
o If the subject index is changed so that the base year differs
from that used as of the month in which the term commences, the
subject index shal! be converted in accordance with the
conversion factor published by the publisher of that index;
If the subject index is discontinued or revised during the
SUBLEASE term, such index shal! be replaced by another
government index or computation which wil! obtain substantially
the same result as would be obtained if the subject index had
not been discontinued or revised.
28.POST-ACQUISITION TENANCY
SUBTENANT understands and agrees that SUBTENANT is not eligible and
furthermore waives al! claims for re!ocation assistance and ben~_Ls
under federa!, state or !ocal law.
29.HAZARDOUS SUBSTANCES
Definition. As used herein, the term "Hazardous Materials"
means any substance or materia! which has been determined by
any state, federa! or loca! governmenta! authority to be
capable of posing risk of injury to health, safety, and
mproperty, including petroleum and peLroleu products and all of
those materials and substances designated as hazardous or toxic
by the U.S. Environmenta! Protection Agency, the California
Water Quality Control Board, the U.S. Department of Labor, the
California Department of Industria! Relations, the California
Department of Health Services, the California Health and
Welfare Agency in connection with the Safe Water and Toxic
Enforcement Act of 1986, the U.S. Department of Transportation,
the U.S. Department of Agriculture, the U.S. Consumer Product
Safety Commission, the U.S. Department of Health and Human
Services, the U.S. Food and Drug Administration or any other
governmenta! agency now or hereafter authorized to regulate
materials and substances in the environment. Without l_miLlng
the generality of the foregoing, the term "Hazardous Materials"
shall include al! 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.
27
B o SUBTENANT’S Use of PREMISES. During the term of this SUBLEASE,
SUBTENANT shal! abide and be bound by al! of the following
requirements:
SUBTENANT shall comply with all laws now or hereafter in
effect relating to the use of Hazardous Materials On,
under or about the PREMISES, and SUBTENANT shal!not
contaminate the PREMISES, or its subsurfaces, with any
Hazardous Materials.
ii.SUBTENANT shall restrict its use of Hazardous Materials
at the PREMISES to those kinds of materials that are
normally used in constructing the Project. Disposal of
any Hazardous Materials at the Premises are strictly
prohibited.Storage of such permissible Hazardous
Materials is allowed only in accordance with al!
applicable laws now or hereafter in effect. Al! safety
and monitoring features of any storage facilities shall
be approved by CITY’S Fire Chief in accordance with all
laws. Notwithstanding the foregoing, SUBTENANT shall be
allowed to use at the Premises janitorial, cleaning and
office supplies commonly used in an office or classroom
setting, provided such use shall b6 in compliance with
applicable laws.
iii. SUBTENANT shal! be solely and fully responsible for the
reporting of al! Hazardous Materials releases tothe
appropriate public agencies, when such releases are
caused by or result from SUBTENANT’S activities onthe
PREMISES. SUBTENANT shal! immediately inform CITY ofany
release of. Hazardous Materials, whether or not the
release is in quantities that would otherwise be
reportable to a public agency.
iv.SUBTENANT shall be solely and fully responsible and
liable for such releases at the Premises, or into CITY’S
sewage or storm drainage systems. SUBTENANT shal! take
all necessary precautions to prevent any of its Hazardous
Materials from entering into any storm or sewage drain
system or from being released on the Premises. SUBTENANT
shall remove releases of its Hazardous Materials in
accordance .with al! laws. In addition to al! other
rights and remedies of CITY hereunder, if the release, of
Hazardous Materials caused by SUBTENANT is not removed by
SUBTENANT within ninety (90) days after discovery by
SUBTENANT, CITY or any other third party, CITY may pay to
have the same removed and SUBTENANT shal! reimburse CITY
for such costs within five (5) days of CITY’S demand for
payment.
28
vi.
SUBTENANT shall protect, defend, indemnify and hold
harmless CITY from and against all loss, damage, or
liability (including al! 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, that result from SUBTENANT’.s use or release of
Hazardous Materials.
SUBTENANT’S obligation under this Clause shall survive
the expiration or earlier termination of this SUBLEASE.
30.ALL COVENANTS ARE CONDITIONS
All provisions of the SUBLEASE are expressly made conditions.
31.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 SUBTENANT the covenants, condition or
. ~~., stipulations, promises andsr_pulaLlons hereof. Al! covenants
agreements in this SUBLEASE shal! be for the sole and exclusive
bene~’~_¯~iL of CITY and SUBTENANT
32.RECORDATION OF SUBLEASE
Neither CITY nor SUBTENANT shal! record this SUBLEASE; however, a
short-form memorandum of SUBLEASE may be recorded at CITY’S request.
33.CALIFORNIA LAW
This Sublease shal! be construed and interpreted under the laws of
the State of California.
34.ATTORNEYS’ FEES
In any action or proceeding to enforce the terms of this Sublease,
the prevailing party shall be entitled to attorneys’ fees and court
costs, as deemed reasonable by the court or arbitrator.
35.ENTIRE AGREEMENT
This Sublease together with any exhibits and attachments constitutes
the entire agreement between SUBTENANT and CITY with regard to the
Cubber!ey Site. This Sublease may be altered, amended or revoked
onl.y by an instrument in writing signed by both parties. CITY and
SUBTENANT agree that al! prior or contemporaneous oral or written
29
agreements between and among themselves and their agents and
representatives relative to the use of the Cubber!ey Site are merged
or revoked by this Sublease.
36.NON-DISTURBANCE
Provided SUBTENANT is not in default under the SUBLEASE, the
possession of the Premises by SUBTENANT and SUBTENANT’s rights
hereunder shal! not be affected or disturbed by CITY or any of its
successors in interest.
3O
Exhibit
Cubberley Community Center
4000 MIDD E FIE LD ROAD
PAY TELEPHONE
ED PARKING
OOMS
]ERE AREFIRE
~ERS
ROOM
GREENDELL/~y
SCHOOL@
PAVILION
AUDITORIUM
CHARLESTON
SHOPPING CENTER
to EAST CHARLESTON RD. I~
d to SAN ANTONIO RD.
~Cubberley Community Center
4000 Middlefield Road, T2
Palo Alto, California, 94303
Office" 650-
JCC Special .Events
-Event I Date
HOURLY RENTAL USES
ITime IRoom
9121/0216:00-10:00 pm )AUD
9/21/0217:00-10:00 pm
9/15/0216:00-9:00 pm iGym B
I
Exhi.bit C
Set Up I Notes
September
~ussian Concert "
BBC
College Bowl
October I
Russian Concert.10120/0216:00-10:00 pm !AUD
Cultural Gala 1012610216:00 -10:00 pm tTheater
Senior Program ** WE 10/27102 I2:30 -5:00 pm AIDD Piano
qovember
Senior Program 111310212:30 - 5:00 pm AUD Piano
Russian Concert 11/9/0216:00 -10:00 pm AU D t Piano
.Senior Program 11110/0212:30 - 5:00 pm Theater ILecture
Senior Program 11/17/0215:00 - 7:00 pm AUD 1 Lecture
College Bowl I 11/1.710216:00-9:00 pm Theater
Russian Actors Studio I 11/19/0216:00 - 10:00 pm lAUD
~ook Fair 11/23/02!12:00 - 4:00 pm I M4 .
!
December I
Chanukah Celebration 12/1/0212:30 - 6:00 pm IPaviiion
otta Dance Performance 12/15/0213:00- 6:00 pm tAUD
Senior Program 12/15/0212:30 - 5:00 pm
College Bowl 12/15/0216:00-9:00 pm tAUD
I
Lectu re
]January
BBC
Senior Program Piano
College Bowl
February
Senior Program
College Bowl
Senior Program
I
1/11/03!7:00- 10:00 pm IM4
1/12/0312:30 - 5:00 I~m lAUD
-1119103!6:00~9:00 pm
I
2/2/03.t2:30 - 5:00 pm lAUD
2/16/0316:00-9:00 pm tAUD
2123/0312:30 - 5:00 pm IAUD
I I
3/16/0312:30 - 5:Q0 pm lAUD
31!610315:00 - 9:00 pm ITheater
3/16/0316:00-9:00 pm tAUD
3/2910317:00 - 10:00 pm
3130/0312:30 - 5:00 pm lAUD
! !i
4/6/0312:30 - 5:00 pm tAUD
4/13/0312:30-5:00pm-lAUD
4116/0314:00- 10:00.pro lAUD
4120/03 !6:00-9:00 pm lAUD
Piano "
Lecture
I Piano.
March
Senior Program
Celbration of Yiddish
College Bowl
BBC .
Senior Program Lecture
April
Senior Program
Senior Program
Community seder
College Bowl
Piano
Lecture
8/12/02
JCC Special Events Exhibit C
May
Victory Day Celebration
~ussian Actors Studio
College,Bowl
,otta Dance PeFformance
Senior Program
Israel Independence Day
June
~,ussian Fair
51910314:00 - 9:00 pm
5/9/03
5/17/03
5/18/02
5/18/02
5/25/03
5/14103
7:00- 10:00 pm
7:00 - 10:00 pm
6:00-9:00 pm
3-7.-.-.-.-.-.-.-.~-’ 6:00 pm
2:30- 5:00 pm
6:00 - 9:00 pm
I
6/8/0216:00-10:00 pm
i
lAUD
lAUD
IM4
fAUD
lAUD
lAUD
lAUD
lAUD
IPiano
8/12/02
JCC Reocurring Events
Event I Frequency
Bridge
Bridge
Bridge
Lotta
Lotta
Fencing
Fencing
Sports Skills
Sports Skills
:olk Dancing
Weekly
Weeldy
Weekly
Weekly
Weekly
Weekly
lWeekly
I Weekly "
IWeekly
Weekly
IDay
!
tMonday
lWednesday
IThursday
ITuesday
IThursday
IMonday.
I Wednesday
ITuesday
Friday
Monday
tTime Room
9:45 -1:00 pm IM4
5:30-9:00 pm AUD
1:00-4:00 pm. M4
14:00-6:00 pm lAUD
I4:45-6:30 pm lAUD
14:00-5:00 pm lAUD
14:00-5:00 pm AUD
14:00-5:00 pm Outside/Amp
f4:00- 5:00 pm IOutsidelAmp
17:00- 10:00 pm IAUD
Exhibit C
8/12102