HomeMy WebLinkAbout2000-06-19 City Council (23)City of Palo Alto
City Manager’s Re ort
TO:HONORABLE ;TY C0UNCIL
1~FROM:CITY MANAGER DEPARTMENT: ADMINISTRATIVE
SERVICES
DATE:JUNE 19., 2000 CMR: 283:00
SUBJECT:LEASES WITH PALO ALTO COMMUNITY CHILD CARE FOR
FACILITIES LOCATED AT THE VENTURA SCHOOL SITE, 3900
VENTURA COURT AND THE COLLEGE TERRACE LIBRARY, 2300
WELLESLEY STREET
RECOMMENDATION
Staff recommends that Council authorize the Mayor to execute the attached two leases
between the City of Palo Alto and Palo Alto Community Child Care (PACCC) for its
continued use of the Ventura School site and a portion of the College Terrace Library
BACKGROUND
On February 6, 1981, the City Council approved a five-year lease with PACCC for childcare
facilities at the former Ventura School site and a portion of the College Terrace Library.
Subsequent five-year leases were approved by the Council on July 22, 1986 and May 21,
1992. The current lease has since expired and has been on month-to-month holdover pending
site assessments and negotiations related primarily to maintenance.
DISCUSSION
Attached are two leases with PACCC, one to permit PACCC’s continued use of the Ventura
School site, where it operates a child care center, administrative offices and manages the site;
and the other to permit continued use of a portion of the College Terrace Library facility,
where PACCC operates a child care center. The leases are summarized in Attachment A and
B respectively. Except for the maintenance responsibilities and the term, the provisions of
these leases are similar to those of current and previous leases.
For the most part, maintenance responsibilities for the interior remain with PACCC and those
for the exterior structure remain with the City. However, the proposed leases make the City
responsible for any interior lead paint abatement that may be required by law. Tests at the
site revealed the presence of lead paint, and this provision was added in anticipation of
pending state legislation. Also, the proposed lease outlines maintenance responsibilities more
CMR: 283:00 Page 1 of 3
specifically, to avoid confusion caused by the more .general language of the previous lease.
The proposed initial term is five years; however, it may be extended to 10 years if P.ACCC
completes exterior painting of the Ventura site facility within the first three years of the lease.
The facility is in need of exterior painting, and the additional five-year term provides the
incentive to PACCC of allowing it to recoup its investment. As in the current and previous
leases, the monetary rent is waived as long as PACCC provides public benefit by furnishing
services and meeting all conditions required under the Comprehensive Child Care Program
Agreement dated August 6, 1979, as amended. The annual rent waived for the sites is
$245,700 for Ventura and $18,000 for College Terrace. The non-monetary rent includes
responsibility for interior maintenance and for a pro rata share of the utilities at both sites.
At the Ventura site, PACCC is responsible for site management functions. This includes site
scheduling and subleasing for the multi-purpose room and classrooms not occupied by
PACCC (except for the classroom used by the Police Department for a substation). Current
uses of these rooms include two child-care centers (in addition to the one operated by
PACCC), teen programs, a low-income senior food program, adult school classes, and
general community use. The lease requires that all subleases be approved in writing by the
City Manager or his designee, and all hourly rentals are subject to the same rates and rules
as other City facilities.
RESOURCE IMPACT
The recommended action involves no change to resources.
POLICY IMPLICATIONS "
The recommended action is consistent with preliminary discussions between the City and the
Palo Alto Unified School District (PAUSD) on the PAUSD Long Term Master Plan, and the
lease is subject to the 1980 Purchase Agreement between the City and PAUSD in which
PAUSD has the right to repurchase the site for educational purposes. The Purchase
Agreement requires that PAUSD provide the City with at least a one-year notice of its intent
to repurchase and that the purchase price of the 4.5-acre site be set as follows: 2.3 acres at
the then-current market value and 2.2 acres at one half the then-current market value.
PACCC is currently in discussions with Avenidas and PAUSD about possible future joint
improvement and use of the site that would include a program for senior health care and the
pre-kindergarten program currently at Greendell School. Should the joint use plan come to
fruition, staff would return to Council for approval of a new or amended lease. ¯
ENVIRONMENTAL REVIEW
The lease of existing facilities is categorically exempt under the requirements of the
California Environmental Quality Act (CEQA).
CMR: 283:00 Page 2 of 3
ATTACHMENTS
Attachment A:
Attachment B:
Attachment C:
Summary of Terms of the Leases
Lease with PACCC for Ventura School Site
Lease with PACCC for a portion of the College Terrace Library
PREPARED BY: Janet Freeland, Senior Financial Analyst
DEPARTMENT HEAD:
DCiAreR~L r~, Ad~mTiSn~trative Se"rvices
CITY MANAGER APPROVAL:
Assistant City Manager
cc: Palo Alto Community Child Care
CMR: 283:00 Page 3 of 3
ATTACHMENT A~
Premises:
Purpose:
Term:
Rent:
Rent Waiver:
Maintenance/
Repair:
Construction/
Alteration:
Utilities:
Insurance:
Assigning &
Encumbering:
Lease Summary - Ventura Site
Approximately 21,000 square feet of the former Ventura Elementary
School Building.
.To provide Palo Alto citizens with a full-service community-based child
care center and incidental administrative offices at the former Ventura
School.
5 years commencing July 1, 2000. However, should TENANT complete
exterior painting of the Ventura site facility within the first three years of
the lease, the term of the Lease shall be ten years.
Monetary:
$24,475.
$245,700 annually, payable in monthly installments of
Non-Monetary: TENANT to pay all utilities billed to the site (excluding
water supplied to the open field areas), maintain the site and perform site
management functions in accordance with Exhibit C to the Lease.
CITY to waive rent as long as TENANT fumishes services and meets all
conditions required under the Comprehensive Child Care Program
Agreement dated August 6, 1979, as amended.
Tenant is responsible for all maintenance and repair except the main
boilers, zone circulation pumps, the classroom occupied by CITY’s Police
Department, roof repair and replacement, exterior structural repairs and
.any abatement of interior lead paint that may be required by law.
Any proposed construction or alteration must be approved by City.
Tenant to pay all charges for utilities supplied to the Premises except for
water supplied to the open fields. City’s pro-rata share of utilities shall be
70% of the total water consumption, and CITY shall reimburse TENANT
annually following receipt of TENANT’s documented costs for the water
utility at the site.
Tenant to provide standard insurance coverage as required by City.
Assigning and encumbering of the lease is prohibited, with the exception
of subletting. Subletting is permitted with prior approval by City.
Lease Summary - College Terrace Site
Premises:
Purpose:
Term:
Rent:
2000 square feet of the College Terrace Library building, including Use in
common of the parking lot and related grounds.
To provide Palo Alto citizens with a full-service community-based child
care center at the College Terrace Library.
5 years commencing July 1, 2000. Term shall become 10 years if
TENANT’S lease for the Ventura site becomes 10 years.
Monetary:.
$1,500.
$18,000 annually, payable in monthly installments of
Non-Monetary: TENANT to pay pro-rata share of utilities at College
Terrace site and to maintain and improve the Premises in accordance with
the Lease.
Rent Waiver:
Maintenance/
Repair:
Construction/
Alteration:
Utilities:
Insurance:
Assigning &
Encumbering:
CITY to waive rent as long as TENANT furnishes services and meets all
conditions required under the Comprehensive Child Care Program
Agreement dated August 6, 1979, as amended.
Tenant is responsible for maintenance and repair of the interior of the
Premises; City is responsible for the exterior and any abatement of lead
paint that may be required by law,
Any proposed construction or alteration must be approved by City.
Tenant to pay, monthly, a pro-rated portion of utilities supplied to the
College Terrace Library.
Tenant to provide standard insurance coverage as required by City.
Assigning and encumbering of the lease is prohibited.
ATTACHMENT B
~
~Palo Alto Community Child Care, Ventura
LEASE
This Lease is made this day of ,19 by and between the City of Palo Alto, a
municipal corporation, (CITY) and Pal6 Alto Community Child Care, a California non-profit
corporation (TENANT).
RECITALS-
Now, therefore, in consideration of these covenants, terms and conditions, the parties hereto
mutually agree as follows:
Bo
On January 9, 1981 the City purchased the Ventura School to provide a park, a child care
center, and a community center for meetings.
On February 10, 1981 the City entered into a Lease with TENANT for the Ventura School.
and renewal of a lease for space at City owned College Terrace Library.
On July 22, 1986 and January 5, 1992 respectively, the City entered into a five-year lease
with TENANT for the continued use of the Ventura School and a portion of the College
Terrace Library.
CITY and TENANT desire to enter into a separate lease for each site for the purpose of
continuing to provide full-service community child care centers at the Ventura and College
Terrace site and administrative offices at the Ventura site.
I. PREMISES (RL 3.0) NS
Subject to the terms and conditions set forth herein, and to the General Conditions in Exhibit "A"
City leases to TENANT that certain property hereinafter referred to as "PREMISES," shown
outlined in red on the map labeled "Exhibit B" (approximately 21,000 sq. ft. of the former Ventura
Elementary .School Building). Exhibit "B" is attached hereto and made a part hereof.
~ELEASES.7/LZPACCC 1
II. PURPOSE (RL 4.0) NS
The purpose of this Lease is to provide the Citizens of Palo Alto with a full-service community-
based child care center and incidental administrative offices located at the former Ventura School.
III. REQUIRED AND OPTIONAL SERVICES AND USES (RL 5.0) S
In furtherance of the purposes stated above, the following required and optional services and uses
shall be provided, permitted or prohibited:
Required Services and Uses. Throughout the term of this Lease TENANT shall provide the
following services and activities: The maintenance and operation of fulPservice child care
centers and other programs from the Premises as set forth in Section 1 of Exhibit "C"
(Guidelines for Site Usage) attached hereto and made a part hereof.
Optional Services and Uses. The TENANT may also use the PREMISES to provide
additional services and uses which are ancillary to and compatible with the required services
and uses set forth above and not in conflict with the uses surrotmding the Premises.
Restricted Uses. The above listed services and uses, both required and optional, shall be the
only services and uses permitted upon or from the PREMISES. TENANT agrees not to use
the PREMISES for any other purpose nor to engage in, or permit, any other business activity
within or from the PREMISES.
IV. TERM (RL 6.0) NS
The term of this Lease shall be five years, commencing July 1, 2000. However, should TENANT
complete exterior painting of the Ventura site facility in accordance with Clause XI
(MAINTENANCE ANDREPAIR) within the first three years of this lease, the term of the Lease
shall be ten years.
V.. TERMINATION OF PRIOR AGREEMENTS (RL 6.1) S
This Lease supersedes any and all prior leases or agreements entered into by CITY for use of the
PREMISES. All such prior leases or agreements are null and void.
RELEASES.V/LZPACCC ¯2
VI. CONSIDERATION/RENT (RL 7.0) NS
In consideration for TENANT’s use of the PREMISES in accordance with the terms and
conditions of this Lease, TENANT agrees to pay to CITY annual rental in the total amount
of Two Hundred Forty-five Thousand Seven Hundred Dollars ($245,700), payable in
monthly installments of Twenty Thousand Four Hundred Seventy Five dollars ($24,475),
in accordance with CLAUSE VIII (RENT PAYMENT PROCEDURE).
B.Non-Monetary Considerations
In addition to the rent set forth in subparagraph A above, TENANT agrees to perform the
following services on behalf of CITY:
Pay all utilities (excluding water supplied to the open field areas) billed to the
Ventura School site.
Perform all site management functions in accordance with Exhibit "C" (Guidelines
for Site Usage);
Make maintenance repairs and improvements to the Ventura site, with the City’s
approval, in accordance with CLAUSE XI (MAINTENANCE AND REPAIR).
vii. ADJUSTMENT OF RENTALS (RL 7.3) S
The rental specified in Clause VI (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.
The automatic adjustmem shall be effective on each anniversary of the commencement date
of this Lease and shall be calculated in accordance with the following formula:
X = A (B!C)
Where:
Adjusted rental.
Rental at the Commencement of the Lease.
Average monthly index for the -12 calendar momhs ending with and including the
RELEASES.7/LZPACCC
index published just prior to the month in which each rental rate adjustment is to
become effective.
Average monthly index for the 12 calendar months ending with and includirig the
index published just prior to commencement of this Lease.
VIII.RENT PAYMENT PROCEDURE (ILL 10.0) S
Ao
Do
On or before the first day of each month, TENANT shall pay to CITY rent as set
forth in Clause VI (CONSIDERATION/RENT).
TENANT’S obligation to pay rent shall commence upon the commencement of this
Lease. Should this Lease commence on a date other than the In’st of any month, rent
for the first and last month of this Lease shall be prorated assuming a 30-day month.
Rental payments shall be delivered to the Revenue Collections Division, 250
Hamilton Avenue, PO Box 10250, Palo Alto, CA 94303. The designated place of
paymentmay 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, however, TENANT assumes all risk of loss if payments are made by mail.
Acceptance of Late or Incorrect Rent: TENANT specifically agrees that acceptance
of any late or incorrect rentals submitted by TENANT .shall not constitute an
acquiescence or waiver by CITY and shall not prevent CITY from enforcing Clause
IX (CHARGE FOR LATE PAYMENT) or any other remedy provided in this Lease.
IX CHARGE FOR LATE PAYMENT (RL 11. i) S
If any payment of rent as specified in Clause VI (CONSIDERATION/RENT) or of any other sum
due CITY is not received by CITY, a late charge equal to five percent (5%) of the payment due and
unpaid plus’an administrative fee of $25.00 shall be added to the payment, and the total sum shall
become immediately 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 TENANT’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.
RELEASES.7/LZPACCC 4
WAIVER OF RENT (NS)
CITY shall waive the Rent as long as TENANT faithfully furnishes services and/or materials and
meets all conditions as required under the Comprehensive ChildCare Program Agreement dated
August 6, 1979 (1979 Agreement), as amended. In the event that TENANT is violation of the 1979
Agreement, the rent waiver shall end and TENANT shall begin monthly rent payments in accordance
with CLAUSE VI. (CONSIDERATION/RENT), Paragraph A. Monthly rental payments shall
begin within 30 days of TENANT’s receipt of CITY’s written notification that TENANT is in
violation of the 1970 Agreement.
MAINTENANCE AND REPAIR (RL 14.1) NS
A. TENANT’s Responsibilities: TENANT, at its expense, shall perform all maintenance and
repairs, including but not limited to exterior and interior painting, light fixture, bulb and ballast
replacement, broken and vandalized or damaged window replacement, re-keying and key copies
(making sure to provide copies of all keys to CITY), interior and exterior pest. control, heating,
ventilation and air conditioning repairs, and service, excluding main boilers, zone circulation pumps
and the classroom occupied by CITY’S Police Department, and service and maintenance of
landscaped areas, including parking lot areas, necessary to keep the PREMISES and all
improvements thereto in first-class order, repair and condition throughout the term of this LEASE.
In addition, TENANT shall maintain, at its expense, all equipment,.fumishings and trade fixtures
upon the PREMISES required for the maintenance and operation of a first-class operation of the type
to be conducted pursuant to Clause III (REQUIRED & OPTIONAL USES).
B. CITY’s Responsibilities: CITY shall be responsible for main boilers, zone circulation
pumps, the classroom occupied by CITY’S Police Department, roof repair and replacement, exterior
structural repairs and any abatement of interior lead paint that may be required by law. In order for
CITY to perform lead abatement, TENANT will be required to temporarily vacate the affected
premises upon 120 days written notice from CITY.
C.Exterior Painting of Ventura site:
Within the first three years of the Lease, TENANT, at its expense, may complete the exterior
painting of the entire Ventura site facility. TENANT shall use licensed painting contractors, and
exterior colors shall require appropriate architectural review (pursuant to Chapter 16.48 of the Palo
Alto Municipal Code).
TENANT 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 relating thereto; and further agrees that
if and when repairs, alterations, additions or betterments shall be made by it as required by this
~ELEASES.7/LZPACCC 5
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 ha#e the
option to make the repairs and TENANT shall within ten (10) days receipt of a bill therefore from
Manager, Real Property reimburse CITY for the cost of such repairs, including a 15% administrative
overhead fee. The making of such repairs or performance of maintenance by CITY shall in no event
be construed as a waiver of the duty of TENANT to make repairs or perform maintenance as
provided in this clause.
XII. CONSTRUCTION AND/OR ALTERATION BY TENANT (RL 15.1) S
CITY’S Consent. No structures, improvements, or facilities Shall be constructed, erected,.
altered, or made within the PREMISES without prior written consent of City Council if
required by City of Palo Alto procedures or ordinances, or otherwise by City Manager. Any
conditions relating to the manner, method, design, and construction of said structures,
improvements, or facilities established by CITY shall be conditions of this clause as though
originally stated herein. TENANT may, at any time and at its sole expense, install and place
business fixtures and equipment within any building constructed by CITY, provided such
fixtures and installation have been reviewed and approved by City Manager, or designee..
Strict Compliance with Plans and Specifications. All 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 Ci~ of Palo Alto procedures or ordinances, or otherwise by the City
Manager, or designee, and applicable City of Palo Alto codes and ordinances.
Certificate of Inspection." Upon completion of construction of any building, TENANT shall
submit to the Real Property Manager, a Certificate of Inspection, verifying that the
construction was completed in conformance with Title 20 of the California Code of
Regulations for residential construction, or in conformance with Title 24 of the Califomia
Code of Regulations for non-residential construction.
XIII.
A.
DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS (RL 15.4) NS.
Total Destruction. In the event the PREMISES or a substantial portion thereof are destroyed
by any cause that renders the PREMISES unfit for the purposes designated in Clause III
(REQUIRED & OPTIONAL USES) and if the PREMISES are so badly damaged that they
cannot be repaired within ninety (90) days from the date of such damage, either party may
terminate this Lease by giving to the other party written notice within thirty (30) days of the
occurrence of such damage. After such notice of termination has been given, rental
RELEASES.7/LZPACCC 6
(excepting percentage rental, if any) shall be prorated to the date TENANT 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 for which
¯ the CITY is insured, and the destroyed portion can be rebuilt or repaired within ninety (90)
days from the date of destruction, CITY shall repair the damage or destruction with
reasonable diligence. In such event, this Lease shall remain in full force and effect;, however,
until the destroyed PREMISES are repaired, rental (excepting percentage rental, if any) paid
by TENANT to CITY shall be reduced in the same proportion that TENANT’s square
footage leased is reduced by such destruction. However there shall be no rent abatement or
offset should the damage or destruction be caused by TENANT, its employees, agents or
contractors.
Non-Insured Partial Destruction If the PREMISES are partially destroyed by any .non-
insured cause, CITY may at its option terminate this Lease by giving TENANT written
notice within 90 days after the occurrence of such damage or destruction. If CITY does not
terminate the Lease, and the PREMISES can still be used for the purposes designated in
Clause III (REQUIRED & OPTIONAL USES), TENANT may, at its option, terminate this
Lease unless CITYcommences. 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 TENANT, its employees,
agents or contractors.
Such termination by TENANT shall be accomplished by giving CITY written notice of
termination not sooner than ninety (90) days nor later than one hundred (100) days after the
occurrence of such damage or destruction. This Lease shall terminate on the date such notice
of termination is given to CITY. If CITY accomplishes such repair or if TENANT fails to
exercise it.s option to terminate, this Lease shall remain in full force and effect, however,
until the destroyed PREMISES are repaired, rental paid by TENANT to CITY (excepting
percentage rent, if any) shall be reduced in the same proportion that TENANT’S leased
square footage is reduced by such destruction. However, there shall be no rent abatement
or offset should the damage or destruction be caused by TENANT, its employees, agents or
contractors.
Glass breakage shall not be deemed a partial destruction within the meaning of this clause.
XIV. AS BUILT PLANS (RL 15.5) S
Upon completion of any major tenant-construcied improvements, TENANT shall provide the Real
Property Manager with a complete set of reproducible "as built plans" reflecting actual construction
RELEASES.7/LZPACCC 7
within or upon the PREMISES.
XV. OWNERSHIP OF IMPROVEMENTS (RL 16.0) S
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.
XVI. UTILITIES (RL 17.0)NS
TENANT shall be responsible for and shall pay, prior to delinquency, all charges for utilities
supplied to the Ventura School site (excluding water supplied to the open field areas). Water service
is currently not separately metered, and it would be uneconomical to do so. Therefore, CITY and
TENANT agree that for the purposes of this paragraph, CITY’S pro-rata share shall be 70% of the
total water consumption and that CITY shall reimburse TENANT.annually following receipt of
TENANT’s documented costs for the water utility at the site.
XVlI. INSURANCE (RL 1.8.1) S
TENANT shall maintain insurance acceptable to CITY in full force and effect throughout the term
of this Lease. The policy or policies of insurance maintained by TENANT shall provide the
following limits and coverages:
(1)
POLICY
WORKERS’
COMPENSATION
MINIMUM LIMITS OF LIABILITY
Statutory
(2)COMPREHENSIVE Bodily Injury $1,000,000 ea. person
~ELEASES.7/LZPACCC .8
AUTOMOBILE
LIABILITY, .
including owned,
hired, and non-owned
automobiles
Property Damage
$1,000,000 ca. occurrence
$1,000,000 ea. occurrence
(3)COMPREHENSIVE
GENERAL
LIABILITY
including
products and
completed operations,
broad form contractual,
and personal injury.
Bodily Injury
Property Damage
Personal Injury
$1,000,000 ca. person
$1,000,000 ca. occurrence
$1,000,000 aggregate
$1,000,000 ea. occurrence
$1,000,000 ca. occurrence
(4)FIRE & EXTENDED
COVERAGE
Not less than ninety percent (90%) of the
replacement cost of all insurable improvements within or upon
th6 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. ’
Insurance shall be in full force and effect commencing on the first day of the term of this Leasel Each
insurance policy required by this Lease shall contain the following clauses:
"This insurance shall not be canceled, limited in scope of coverage or non-renewed until
after thirty (30) days written notice has been given tothe: CITY OF PALO ALTO/Real
Estate Division, PO Box 10250, Palo Alto, CA 94303."
"All rights of subrogation are hereby waived against the CITY OF PALO ALTO and the
members of the City Council and elective or appointive officers or employees, when
acting within the scope of their employment or appointment."
"The CITY OF PALO ALTO is named as a loss payee on the property insurance policy
described above."
"The CITY OF PALO ALTO is added as an additional insured as respects operations
of the named insured at or from the premises leased from the CITY OF PALO ALTO."
"It is agreed that any insurance maintained by the CITY OF PALO ALTO will apply in
RELEASES.7/LZPACCC
excess of, and not contribute with insurance provided by this policy."
XVIII. INSURANCE (RL 18.2)
TENANT agrees to deposit with the Real Property Manager, on. or before the effective date of this
Lease, certificates of insurance necessary to satisfy CITY that the insurance provisions of this Lease
have been complied with, and to keep such insurance in effect and the certificates 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 TENANT to provide six months
of coverage.
CITY shall retain the right at any time to review the coverage, form, and amount of the insurance
required hereby. If, in the opinion of the Risk Manager, the insurance provisions in this Lease do not
provide adequate protection for CITY and for members of the public using the PREMISES, Real
Property Manager may require TENANT to obtain insurance sufficient in coverage, form, and amount
to provide adequate proteetionas 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, this Lease shall be in default 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 6r
occupancy of the PREMISES.
XIX. ASSIGNING AND ENCUMBERING (RL 19.0) NS
Since CITY has relied on the specific background and capabilities of TENANT in awarding this Lease,
any mortgage, pledge, hypothecation, encumbrance, transfer, 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.
RELEASES.7/LZPACCC 1 0
XX. SUBLETTING (NS)
Any sublease of TENANT’S. interest in the PREMISES, or any part or portion thereof, shall first be
approved in writing by the City Manager, or his designee, unless otherwise provided herein. Failure
to obtain CITY’S required written approval of a sublease will render such sublease void. Occupancy
of the PREMISES by a prospective sublessee before approval of such sublease by CITY shall constitute
a breach of this Lease.
Should CITY consent to any sublease, such consent shall not constitute a waiver of any of the terms,
covenants, or conditions of this Lease. Such ierms, covenants, or conditions shall apply to each and
every sublease hereunder and shall be severally binding upon each and every subtenant. Any document
to sublet the PREMISES or any part thereof shall incorporate directly or by reference all the provisions
of this Lease.
CITY agrees that it will not arbitrarily withhold consent to any sublease, but CITY may withhold
consent at its sole discretion if any of the following conditions exist:
Ao TENANT or any of its successors or assigns is in default of any term, covenant, or condition
of this Lease, whether notice of default has or has not been given by CITY;
So The prospective subtenant does not indicate in writing that such sublease is subject to all the
terms, covenants, and conditions of this Lease;
All theterms, covenants, and conditions of the proposed sublease including the consideration
therefor of any and every kind, have not been revealed in writing to CITY;
Do Any construction required of TENANT as a condition of this Lease has not been completed to
the satisfaction of CITY;
Eo Ifa sublease is proposed, and TENANT has not provided CITY with sufficient information to
permit CITY to completely evaluate the background, skills, financial position, proposed
operating plan changes and references of the prospective subtenant; or
The above list is not inclusive but is intended to give TENANT some idea of the types of situation
where CITY may withhold its consent to any sublease. CITY reserves the right to withhold its consent
to any sublease that will, in CITY’S sole option, adversely affect the provision of service required by
this Lease or adversely affect CITY’S interest in and to the land and structures covered by this Lease.
Hypothecation of the leasehold interest created by this Lease is expressly prohibited and any attempted
hypothecation shall be. null and void.
RELEASES.7/LZPACCC Ii
XXI. DEFAULT IN TERMS OF THE LEASE BY TENANT (RL 20.0) S
Should TENANT default in the performance of anycovenant, condition, or agreement contained in this
Lease and such default is not corrected within thirty (30) days of receipt of a notice of default from
CITY, CITY may:
Bo
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;.
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 TENANT to CITY;
Seek an action or suit in equity to enjoin any acts or things which may be unlawful or in
violation of the rights of CITY;
D°Seek a mandamus or other suit, action of proceeding at law or in equity to enforce its rights
against TENANT and any of its officers, agents, and employees and its assigns, and to compel
it to perform and carry out its duties and obligations under the law and its covenants and
agreements with CITY as provided herein; or
E.Pursue any other remedy available by law or specifically provided in other clauses of this Lease.
However, in the event of a default which cannot reasonably be cured within thirty (30) days, TENANT
shall have a reasonable period of time (as determined by the City Manager) to cure the default. Each
and all of the remedies given to CITY hereunder or by any law now or hereaiter enacted, are cumulative
and the exercise of one right or remedy shall not impair the right to CITY to exercise any or all other
remedies. In case any suit, action or proceeding to enforce any right or exercise any remedy shall be
brought or taken and 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.
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 TENANT:
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 ass, ignment for the benefit of its creditors.
RELEASES.7/LZPACCC 12
XXII. LIMITATION OF THE LEASEHOLD (RL 22.0) S
This Lease and the rights and privileges granted TENANT in and to the PREMISES are subject to all
covenants, conditions, restrictions, and physical or legal encumbrances, including those which are set
out in the December 3, 1980 Purchase Agreement between CITY and the Palo Alto Unified Schgol
District. Nothing contained in this Lease or in any document related hereto shall be construed to imply
the conveyance to TENANT of rights in the PREMISES which exceed those owned by CITY.
XXIII. NOTICES (RL 23.0) S
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(l) 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. Delivery of notices properly addressed shall be deemed complete when the
notice is physically delivered to the Real Property Manager or City Clerk.
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:
City Clerk, City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue.
Palo Alto, CA 94303
FAX: (415) 329-2646
TO:TENANT
Executive Director
Palo Alto Community Child Care
3990 Ventura Court
Palo Alto, CA 94303
RELEASES.7/LZPACCC 13
XXV. ATTACHMENT TO LEASE (RL 24.0) S
This Lease includes the following exhibits, which are attached hereto and by this reference incorporated
into this Lease:
Exhibit A - General Conditions
Exhibit B - Description of Leased Premises - Former Ventura School
Exhibit C - Guidelines for Site Usage
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
BY:
Mayor
ATTEST:
BY:
City Clerk
APPROVED AS TO FORM:
PALO ALTO COMMUNITY CHILD CARE
By:
Senior Assistant City Attorney
APPROVED:
RELEASES.7/LZPACCC 14 .
By:
Assistant City Manager
By:
Director of Community Services
By:
Director, Administrative Services
RELEASES.7/LZPACCC 15
EXHIBIT A
GENERAL CONDITIONS
1. DEFINITIONS (RL 27.1) S
CITY shall mean the City Council of the City of Palo Alto, a municipal corporation.
The City Manager is hereby authorized to take. any actions under this 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 (RL 27.2) S
If TENANT is a partnership, each general partner:
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;
Ao 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 authorized to do business in State of California.
As used in this Lease, the term "TENANT" shall include TENANT, its
agents, 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.
EXHIBIT A
16
3. TIME (RL 27.3) S
Time is of the essence of this Lease.
4. SIGNS (RL 27.4) S
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, etc., may be removed by CITY.
5. PERMITS AND LICENSES (RL 27.5) S
TENANT shall be required to obtain any and all permits and/or licenses which may be required in
connection with the operation of, and any approved TENANT construction upon, the PREMISES as
set forth in this Lease.
6. MECHANICS LIENS (RL 27.6) S
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 attomey 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 PREMISES for the purposes of posting Notices of Non-Responsibility.
In the event a lien is imposed upon the PREMISES as a result of such construction, repair, alteration,
or installation, TENANT shall either:
A.Record a valid Release of Lien; or
Deposit sufficient cash with CITY to cover the amount of the claim on the lien in question and
authorize payment to the extent of said deposit to any subsequent judgment holder that may
arise as a matter of public record from litigation with regard to lienholder claim; or
Procure and record a bond in accordance with Section 3143 of the Civil Code, which releases
the PREMISES from the claim of the lien from any action brought to foreclose the lien.
Should TENANT fail to accomplish one of the three optional actions within fifteen (15) days after the
filing of such a lien, the Lease shall be in default and may be subject to immediate termination.
7. LEASE ORGANIZATION AND RULES OF CONSTRUCTION (RL 27.7) S
Words of the masculine gender shall be deemed and construed to include correlative words of the
feminine and neuter genders. Unless the context otherwise indicates, words importing the singular
RELEASES.7/LZPACCC 17
number shall include the plural number and vice versa, and words importing persons shall include
corporations and associations, including public bodies, as well as natural persons.
The terms "hereby", "hereof’, "hereto",. "herein", "hereunder" and any similar terms, as used in this
agreement, refer to this agreement.
All the terms and provisions hereof shall be construed to effectuate the purposes set forth herein, and
to sustain the validity hereof.
The titles and headings of the 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 waymodify 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 (RL 27.8) S
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.
9. UNLAWFUL USE (RL 27.9) S
TENANT agrees that no improvements shall be erected, placed upon, operated, nor maintained within
the PREMISES, nor any business conducted or carded on therein or therefrom, in violation of the terms
of this Lease, or of any regulation, order of law, statute, or brdinance of a governmental agency having
jurisdiction over TENANT’S use of the PREMISES.
10. NONDISCRIMINATION (RL 27.10) S
TENANT and its employees shall not discriminate against any person because of race, color, religion,
ancestry, age, sex, national origin or physical handicap. TENANT shall not discriminate against any
employee or applicant for employment because of race, color, religion, ancestry, sex, age, national
origin or physical handicap. 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 (RL 27.11) S
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.
RELEASES.7/LZP~CCC 18
12. HOLD HARMLESS (RL 27.12) S
TENANT hereby waives all claims, liability and recourse against CITY including the ’right of
eonlribution for loss or damage of or to persons or property arising from, growing out of or in any way
cormeeted with or related to this agreement. TENANT hereby agrees to indemnify, hold harmless and
defend CITY, its officers, agents, and employees against any and all claims, liability, demands,
damages, cost, expenses or attorneys’ fees arising out of the operation or maintenance of the property
described herein or TENANT’S performance or non performance 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 attomeys’ fees.
13. TAXES AND ASSESSMENTS (RL 27.13) S
This Lease may create a pbssessory interest which is subject to the payment of taxes levied on such
interest. It is understood and agreed that all taxes and assessments (including but not limited to the
possessory interest tax) which become due and payable upon the PREMISES or upon fixtures,
equipment, or other property installed or constructed thereon, shall be the full responsibility of
TENANT and TENANT shall pay the taxes and assessments prior to delinquency.
14. SUCCESSORS IN INTEREST (RL 27.14) S
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. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (FORCE MAJEURE)(RL 27.15)S
If either party hereto shall be delayed or prevented from the performance of any act required hereunder
by reason of acts of God, restrictive governmental laws or regulations, or other Cause without fault and
beyond the control of the party obligated (financial inability excepted), performance of such act shall
be excused for the period of the delay and the period for the performance of any such act shall be
extended for a period equivalent to the period of such delay.
16. PARTIAL INVALIDITY (RL 27.16) S
If any term, covenant, condition, or provision of this Lease is determined to be invalid, void, or
unenforceable, by a court of competent jurisdiction, the remainder of the provisions hereof shall remain
in full force and effect and shall in no way be affected, impaired, or invalidated thereby.
17. WAIVER OF RIGHTS (RL 27.17) S
The failure of CITY or TENANT to insist upon strict performance of any of the terms, covenants, or
RELEASES.7/LZPACCC 19
conditions of this Lease shall not be deemed a waiver of any fight or remedy that CITY orTENANT~
may have, and shall not be deemed a waiver of the right to require strict performance of all the terms,
covenants, and conditions of the Lease thereafter, nor a waiver of any remedy for the subsequeht breach
or default of any term, covenant, or condition of the Lease.
18. COSTS OF SUSTAINING AN ACTION FOR BREACH OR DEFAULT (RL 27.18) S
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 attorney fees, as may be fixed, by the Court.
19. RESERVATIONS TO CITY (RL 27.19) S
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, fights 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 (RL 27.20) S
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. CONDITION OF PREMISES UPON TERMINATION (RL 27.21) S
Upon termination of this Lease, except as otherwise agreed to herein, TENANT shall redeliver
possession of the PREMISES to CITY in substantially the same condition that existed immediately
prior to TENANT’S occupancy, reasonable wear and tear, flood, earthquake, war, and any act of war
excepted.
22. DISPOSITION OF ABANDONEDPERSONAL PROPERTY (RL 27.22) S
If TENANT abandons the PREMISES or is dispossessed thereof by process of law or otherwise, title
RELEASES.7/LZPACCC 2 0
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 hax;e been transferred to CITY. CITY shall have
the right to remove and to dispose of such property without liability therefor to TENANT 6r to any
person claiming under TENANT, and shall have no need to account therefor.
23. QUITCLAIM OF TENANT’S INTEREST UPON TERMINATION (RL 27.23) S
Upon termination of this Lease for any reason, including but not limited to termination because of
default by TENANT, TENANT shall, at CITY’S request execute, 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 anddeliver such deed and the notice shall be conclusive
evidence of the termination of this Lease, and of all right of TENANT or those claiming under
TENANT in and to the PREMISES.
24. CITY’S RIGHT TO RE-ENTER (RL 27.24) S
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 TENANT, 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.
25. CONFLICT OF INTEREST (RL 27.25) S
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 beenemployed or retained to solicit or aid in the
procuring of this agreement; or (2) will be employed in the performance of this agreement without the
divulgence of such fact to CITY. In the event that CITY determines that the employment of any such
official, employee or business entity is not compatible with such official’s or employee’s duties as an
official or employee of CITY, TENANT upon request ofCITY shall immediately terminate such
employment. Violation of this provision constitutes a serious breach of this Lease and CITY may
terminate this Lease as a result of such violation.
RELEASES.7/LZPACCC 21
26. EMINENT DOMAIN (RL 27.26) S
In the event the whole or any part of the PREMISES are condemned by a public entity in the lawful
exercise of its power of eminent domain, this Lease shall cease as to the part condemned. The date of
such termination shall be the effective date of possession of the whole or part of the PREMISES by the
condemning public entity.
If only a part is condemned and the condemnation of that part does not substantially impair the 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:
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
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 compensationpaid by the condemning public entity for
the part condemned bears to the value of the entire leased PREMISES as of the date of
possession by the condemning publicentity.
TENANT shall provide CITY with written notice advising CITY of TENANT’S choice within thirty
(30) days of possession of the part condemned by the condemning public 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 the relationship of the
remaining Lease term to the original Lease term, using a straight line approach.
27. POST-ACQUISITION TENANCY (RL 27.28) S
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 p0st-acquisition tenant,
TENANT is not eligible and furthermore waives all claims for relocation assistance and benefits under
federal, state or local law.
RELEASES.7/LZPACCC 2 2
28. HAZARDOUS SUBSTANCES (RL 27.29) S
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 Health and Welfare Agency in connection with
the Safe Water and Toxic Enforcement Act of 1986, the U.S. Department of Transportation, the
U.S. Department of Agriculture, the U.S. Consumer Product Safety Commission, the U.S.
Department of Health and Human Services, the U.S. Food and Drug Administration or any other
governmental agency now or hereafter authorized to regulate materials and substances in the
environment. Without limiting the generality of the foregoing, the term "Hazardous Materials"
shall include all 0fthose 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.
no TENANT’S Use of PREMISES. During the term of this Lease, TENANT shall abide and be
bound by all of the following requirements:
TENANT shall comply with all laws now or hereafter in effect relating to the use of
Hazardous Materials on, under or about the PREMISES, and TENANT shall not
contaminate the PREMISES, or its subsurfaces, with any Hazardous Materials. "
ii.
oo.111.
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.
TENANT shall be solely and fully responsible for the reporting of all Hazardous
Materials releases to the appropriate public agencies, when such releases are caused by
or result from TENANT’S activities on the PREMISES. TENANT shall immediately
inform CITY of any release of Hazardous Materials, whether or not the release is in
quantities that would otherwise be reportable to a public agency.
iv.TENANT 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 Hazardous Materials in accordance with all laws. In addition to
RELEASES.7/LZPACCC 2 3
all other rights and remedies of CITY hereunder, if the release of Hazardous Materials
caused by TENANT is not removed by TENANT within ninety (90) days after
discovery by TENANT, 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.
TENANT 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 obligation under this Clause shall survive the expiration or earlier
termination of this Lease.
29. ALL COVENANTS ARE CONDITIONS (RL 27.30) S
All provisions ofthe Lease are expressly made conditions.
30. PARTIES OF INTEREST (RL 27.31) S
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 (RL 27.32) S
Neither C!TY nor TENANT shall record this Lease; however, a short-form memorandum of Lease may
be recorded at CITY’S request.
F
\’~11111111111
.°
0
0
EXHIBIT B
Exhibit
GUIDELINES FOR SITE USAGE
I.General Use
A. TENANT shall provide the following uses and services from and On the Ventura site:
TENANT shall provide a variety of child care services including but not limited to basic
child care, a family clinic and a community resource room used jointly by TENANT, and
the Community.
2.TENANT shall provide programs necessary for basic child care services.
Classroom 8 in the long wing shall be used by the City’s Police Department for use as a
police substation at no cost to CITY. TENANT will not be liable for personal injuries
occurring in connection with CITY’s Police Department use except in the case of injuries
resulting from TENANT’s negligence.
TENANT shall occupy the school administration building and will use the space for the
administration of PACCC center’s city-wide and site management activities.
The multipurpose room and a conference room located in the office building shall be
available for short term rental use by community groups for special meetings as available.
TENANT may charge andcollect rent and/or user fees for this use. Such use shall be
subject to rates and rules set forth in Attachments A and B of this Exhibit.
TENANT shall coordinate the use and/or sublease of classrooms 9, 10, 11, 12 and 13 by
other "non~profit" agencies and child care centers. Sublease shall be in conformance.with
clause IV (SUBLETTING). Short term rental 0r use shall be subject to the rental rates
and rules set forth in attachments A and B of this Exhibit.
Open space is divided into two types. Fenced offspace attached to child care classes shall
be used for the TENANT’S programs. Said space is shown cross-hatched and labeled on
Exhibit B. All other open space is subject to the same use conditions that govem the use
of City parks in this class or specified Park Use Regulation of the Municipal Code..
II. Additional Site Management - Ventura School Site
TENANT shall be responsible for general management of the Ventura School Site, including.
the following:
1.TENANT shall ensure that affiliate organizations occupy space in compliance with
prescribed child care programming.
o TENANT shall maintain a master events calendar and a use calendar of available building
space for public use.
o TENANT shall ensure that use of the multipurpose room and other available classroom
space will comply with City Facility Use conditions (see attachments A & B of the
Exhibit).
TENANT shall open locked rooms when scheduled for non-City sponsored activities and
secure same seven days per week.
TENANT shall ensure that all subtenants maintain current certificates of insurance, in
accordance with clause XV (INSURANCE) of this SUBLEASE and that all hourly users
comply with insurance requirements in accordance with attachments A & B of this
Exhibit.
III.Security
1.
2.
and Safety
TENANT shall maintain general security of the Premises.
Any violation of law shall be reported by TENANT as soon as possible to the proper
authorities.
o
TENANT shall ensure that all locks and safety systems are operating properly and shall
provide City a master key to all doors on t, he premises.
TENANT shall secure the Premises on a daily basis including those special events and
activities not sponsored by the City during weekday evenings and on weekends.
Rental Conditions
Reservations For all facilities with the exception of the
Cubberley Center, applications are accepted:
¯1 year in advance for 6 uses or less per year
¯6 months in advance for 7 uses or moreper year.
Applications for the Cubberiey Center are accepted beginning
in May .for the following school year :(September through
August).
Applications submitted less than four weeks prior to an event
date are subject to the approval of the-Facility Manager,
availability Of space, availability of staff, current insurance and
~ayment of total fees.
!o
~pplications are. accepted on .a first come; first served basis,
~ith preference given to on-going, and City-sponsored
programs.
Applications Before a reservation request can be accepted,
,this form must be filled out a~d signed by a responsible adult.
No reservation-is confirmed .until the application has beenapproved and the reservation .down payment is paid in full.
Approval is dependent upon intended use, availability,
applicants’ agreement to abide by the terms and conditions
listed herein and any other conditions deemed necessary by
the Facility Manager... . .
Insurance All rentals requireipro0f ~f general liability
insurance that .names .the City oLPalo.Alto.as an.additional
.insured. for up to one. million dollars.. Insurance ...must .beprovided by a carrier rated A:VII or higl~e~ by Best’silnsurance
Rating Service. Insurance may be purchased from the City on
a per use.basis. Check with Facility Manager.
Fees & Charges See fee schedule for rental rates. A non-
refundable ,reservation down payment (one third of total
:charges) is due within ten days. of permit approval, with the
balance due four weeks before the event.
A) Nonprofit Discount -Organizations submitting IRS verification
of nonprofit status with their application may be eligible to
receive the discount. This discount does not apply to
fundraising activities, or where admission fee or donation is
required for entrance.
’B) Facility Staff- Staff is required if the activity is held outside
-the posted hours of the facility, or if the nature of the event
~.makes their presence necessary. The staff ison duty to assist
~he client and for facility safety. The Facility .Manager will
:determine the number of staff required. In some cases, and at
~he permittee’s .expense, the services of a professional security
.firm may be required. Permittee is responsible for set up, clean
up, and take down of rooms; Cubberley facility users will have
the assistance of staff. City facility staff will be on the premises
at all times during rental period.
C) Cleaning and Damage Deposits/Overtime - A refundable
cleaning/damage deposit up to $1,000 may be assessed.
Cleaning and/or damage expense, extra staff time, extra room
rental time including setup and clean up will be deducted from
the deposit refund. Permittee will be checked out of the facility
by the facility staff on duty.. Any charges incurred to return
facility to its original condition, reasonable wear and tear
excepted, will be deducted from the deposit. Permittee will be
billed for damages in excess of the deposit or for total
damages, cleaning expenses, and overtime if no deposit was
required.
ATTACHMENT
This deposit may be forfeited for violations of
rental conditions named herein.’
Rental Time, M~t ihclude~time~for set up,:decorati~n,
take down and clean up. All activities must conclude by
midnight unless the Facility ~Manager grants advance
permission. Deliveries and pickups cannot.be outside the
rental period, unless prior arrangements are made With
the Facility Manager. ¯ ~
E) Cancellations - Mustbe made in writing and .received
two weeks before the event. Down payment is non-
refundable ~unless the City- cancels .the permit,
wherein a full refund will be made. The City has the
right to cancel an applicant’s permit, if in the City’s
opinion, the facility is not usable or is unsafe, due to
natural causes, repair or renovation.
Special Conditions
A) Liquor Conditions - The sale of alcoholic beverages"
requires Facility Manager approval and a state license,
which is the responsibility of the permittee to obtain. If
food/refreshments are to be sold, a health permit is
required and is the responsibility of the permittee to
obtain. Proof of licenses must be on file with the
appropriate Facility Manager 72 hours before the event.
Events held in the honor of minors (i.e.,.. birthdays,christenings, baptisms, coming-out parties, etc.), may not
serve alcoholic beverages.
At adult functions where alcohol is served, only beer,
wine and champagne..are :allowed.; .distilled sp,!rits .are
strictly prohibited. At Cubberley Center, .alcohol-is
permitted, but only if served with a sit-down meal or as. a
toast. ~ ~.
No alcohol may be brought into the facility except that
which is served by permittee.
B) Sound Restrictions .- Permittee must adhere to City
sound ordinance noise level (no .louder .than eighty
decibels). Sound -From an event must not interfere with
any other scheduled event..
Cubberley Center music must conclude by 11:00 p.m. on
Fridays’and Saturdays and by 9:00 p.m. on Sundays.
Cubberley rentals in the auditorium must draw drapes,
close windows and doors on the Middlefield Road side
and other sound restrictions may apply, check with Facility
Manager.
C) Equipment -. Check w th Facility Manager for specific
times, fees and availability.
Permittee Responsibilities Spilled food or
beverages must be cleaned up immediately. Posted
parking rules must be observed and authorized parking
stalls used. All equipment, decorations, food, beverages
and trash must be removed and properly disposed of. No
rice, confetti, birdseed, or other substances may be
thrown in or around the facility. Decorations must be
fastened in an approved manner: Decorations must be
flame retardant. Lighted candles permitted only in facilities
with an open flame permit. All City facilities prohibit
smoking inside and outside (within 20 feet of a public
entrance).
Capacity limits are set by the Fire Marshal and must be
adhered to. Revised September 8, 1999
~% of EXHIBIT C
SPECIAL FACILITY RESTRICTIONS
Ventura School Site
NO SMOKING i~ permitted in the Multi-purpose room or in the class
rooms
RENTAL FEE SCHEDULE -P~R HOUR
Multi’purpose Room
Classrooms
Kitchen (full use)
(access per activity)
$60.00
$1o.oo
$ 7.50
$ 3.00
FACILITY ATTENDANT SERVICES
(Fee is hourly rate per attendant required)
Custodial Services,
(Over-time & Weekends)
$12.00$1B.oo
Building Attendant Services
(Over-time & Weekends)
$12.00$18.oo
Park/Gym Attendant Services
(Over-time & Weekends)
.$z2.oo
$18.oo
DAMAGE & CLEANING DEPOSIT $50 to $300 per event
ATTACHMENT B 6f EXHIBIT C
,ATTACI~IENT C
Palo Alto Community Child Care - College Terrace
LEASE #
This Lease is made this ~ day of ,1.9 .by and between the City of Palo Alto, a
municipal corporation, (CITY) and Palo Alto Community Child Care, a California non-profit
corporation (TENANT).
RECITALS
Now, therefore, in consideration of these covenants, terms and conditions,, the parties hereto
mutually agree as follows:
Ao On February¯ 10, 1981 the City entered into a Lease with TENANT for the Ventura School
and renewal of a lease for space at City-owned College Terrace Library.
On July 22, 1986 and January 5, 1992 respectively, the City entered into a five-year lease
with TENANT for the continued use of the Ventura School and a portion of the College
Terrace Library.
CITY and TENANT desire to enterinto a separate new lease for each site for the purpose of
continuing to provide a full-service community child care centers at the Ventura and College
¯ Terrace sites and administrative offices at the Ventura site.
I. PREMISES (RL 3.0) NS
Subject to the terms and conditions set forth herein, and to the General Conditions in Exhibit "A"
City leases to TENANT that certain property hereinafter referred to as "PREMISES," shown
outlined in red on the maps labeled "Exhibit B" (approximately 2,000 sq. ft. of the College Terrace
Library Building including use in common of the parking lot and related grounds). Exhibits "B" is
attached hereto and made a part hereof.
II. PURPOSE (RL 4.0) NS
The purpose of this Lease is to provide the Citizens of Palo Alto with.full-service community-based
child care center at the College Terrace Library.
1
III. REQUIRED AND OPTIONAL SERVICES AND USES (RL 5.0) S
In furtherance of the purposes stated above, the following required and optional services and uses
shall be provided, permitted or prohibited:
Required Services and Uses. Throughout the term of this Lease TENANT shall provide the
following services and activities: The maintenance and operation ofa full-service child care
center.
Optional Services and Uses. The TENANT may also use the PREMISES to provide
additional services and uses which are ancillary to and compatible with the required services
and uses set forth above and not in conflict with the uses surrounding the Premises.
Restricted Uses. The above listed services and uses, both required and optional, shall be the
only services and uses permitted upon or from the PREMISES. TENANT agrees not to use
the PREMISES for any other purpose nor to engage in, or permit, any other business activity
within or from the PREMISES.
IV. TERM (RL 6.0) NS
The term of this Lease shall be five years, commencing July 1, 2000. However, if.the term of
TENANT’s lease with CITY for the Ventura site facility becomes ten years, the term of this lease
shall also be ten years.
V. TERMINATION OF PRIOR AGREEMENTS (RL 6.1) S
This Lease supersedes any and all prior leases or agreements entered into by CITY for use of the
PREMISES. All such prior leases or agreements are null and void.
VI. CONSIDERATION/RENT (RL 7.0) NS
A.Rent
In consideration for TENANT’s use of the PREMISES in accordance with the terms and
conditions of this Lease, TENANT agrees to pay to CITY annual rental in the total amount
of Eighteen Thousand dollars ($18,000), payable in monthly installments of One Thousand
Five Hundred dollars ($1,500), in accordance with.CLAUSE VII (RENT PAYMENT
PROCEDURE).
Non-Monetary Considerations
In addition to the rent set forth in subparagraph A above, TENANT agrees to perform the
following services on behalf of CITY:
Pay a prorata share of utilities at College Terrace Library site.
Make maintenance repairs and improvements, with the City’s
accordance with CLAUSE XI (MAINTENANCE AND REPAIR).
approval, in
VII.’ ADJUSTMENT OF RENTALS (RL 7.3) S
The rental specified in Clause VI (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 0fLabor Statistics or any replacement index published by said Bureau.
The automatic adjustment shall be effective on each anniversary of the commencement date of this
Lease and shall be calculated in accordance with the following formula:
x = A 03/c)
Where:
VIII.
A.
Bo
X= Adjusted rental.
A= Rental at the Commencement of the Lease.
B= Average monthly index for the 12 calendar months ending with and including the.
index published just prior to the month in which each. rental rate adjustment is to
become effective.
C =Average monthly index for the 12 calendar months ending with and including the
index published just prior to commencement of this Lease.
RENT PAYMENT PROCEDURE (RL 10.0) S
On or before the first day of each month, TENANT shall pay to CITY rent as set forth in
Clause VI (CONSIDERATION/RENT).
TENANT’S obligation to pay rent shall commence upon the commencement of this Lease.
Should this Lease commence on a date other than the first of any month, rent for the first and
last month of this Lease shall be prorated assuming a 30-day month.
Co
Do
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, however, TENANT
assumes all risk of loss if payments are made by mail.
Acceptance of Late or Incorrect Rent: TENANT specifically agrees that acceptance of any
late or incorrect rentals submitted by TENANT shall not constitute an acquiescence or
waiver by CITY and shall not prevent CITY from enforcing Clause IX (CHARGE FOR
LATE PAYMENT
IX. CHARGE FOR LATE PAYMENT (RL ! 1.1) S
If any payment of rent as specified in Clause VI (CONSIDERATION/RENT) or of any other sum
due CITY is not received by CITY, a late charge equal to five percent.(5%) of the payment due and
unpaid plus an administrative fee of $25.00 shall be added to the payment, and the total sum shall
become immediately due and payable to CITY.
Acceptance of late charges and/or any portion of the overdue payment by CITY shall inno 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 by any provision of law.
X. WAIVER OF RENT (hiS)
CITY shall waive the Rent as long as TENANT faithfully furnishes services and/or materials and
meets all conditions as required under the Comprehensive Child Care Program Agreement dated
August 6, 1979 (1979 Agreement), as amended. In the event that TENANT is violation of the 1979
Agreement, the rent waiver shall end and TENANT shall begin monthly rent payments in accordance
with CLAUSE VI. (CONSIDERATION/RENT), Paragraph A. Monthly rental payments shall
begin within 30 days of TENANT’s receipt of CITY’s written notification that TENANT is in
violation of the 1979 Agreement,
XI.MAINTENANCE AND REPAIR (RL 14.1) NS
A. TENANT’s Responsibilities: TENANT, at its expense, shall perform all maintenance and
repair of the interior, including but not limited to interior plumbing and painting; light fixture, bulb
and ballast replacement; broken and vandalized or damaged window replacement; re-keying and
key copies (making sure to provide copies of all keys to CITY); and all all equipment, furnishings
and trade fixtures upon the PREMISES required for the maintenance and operation of a first-class
operation of the type to be conducted pursuant to Clause III (REQUIRED & OPTIONAL USES).
4
Tenant shall also perform all maintenance and repair of the fenced playground area and all
improvements thereon.
B. CITY’s Responsibilities: CITY shall be responsible for maintenance of the exterior,
including exterior structural repairs; roof repair and replacement; and exterior lighting and painting.
CITY shall also maintain the heating and electrical systems (except for interior lighting) and shall
be responsible for any abatement of lead paint that may be required by law~ In order for CITY to
perform lead abatement, TENANT will be required to temporarily vacate the affected premises upon
120 days written notice from CITY.
TENANT 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 relating thereto; and further agrees that
if and when 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 makethe repairs and TENANT shall within ten (10) days receipt of a bill therefore from
Manager, Real Property reimburse CITY for the cost of such repairs, including a 15% administrative
overhead fee. The making of such repairs or performance of maintenance by CITY shall in no event
be construed .as a waiver of the duty of TENANT to make repairs or perform maintenance as
provided in this clause.
XII. CONSTRUCTION AND/OR ALTERATIOi~I BY TENANT 0LL 15.1) S
CITY’S Consent. No structures, improvements, or facilities shall be constructed, erected,
altered, or made within the PREMISES without prior written consent of City Council if
required by City of Palo Alto procedures or ordinances, or otherwise by City Manager. Any
conditions relating to the manner, method, design, and construction of said structures,
improvements, or facilities established by CITY shall be conditions of this clause as though
originally stated herein. TENANT may, at any time and at its sole expense, install and place
business fixtures and.equipment within any building conslrueted by CITY, provided such
fixtures and installation have been reviewed and approved by City Manager, or designee.
Bo Strict Compliance with Plans and Specifications. All improvements constructed by
TENANT within the PREMISES shall be onstructed 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 Alto procedures or ordinances, or otherwise by the City
Manager, or designee, and applicable City of Palo Alto codes and ordinances.
Co Certificate of Inspection. Upon completion of construction of any building, TENANT shall
submit to the Real Property Manager, a Certificate of Inspection, verifying .that the
construction was completed in conformance with Title 20 of the California Code of
5
Regulations for residential construction, or in conformance with Title 24 of the California
Code of Regulations for non-residential construction.
XIII. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS (RL 15.4) NS
Ao Total Destruction. In the event the PREMISES or a substantial portion thereof are destroyed
by any cause that renders the PREMISESunfit for the purposes designated in Clause III
(REQUIRED & OPTIONAL USES) and if the PREMISES are so badly damaged that they
cannot be repaired within ninety (90) days from the date of such damage, either party may
terminate this Lease by giving to the other party written notice within thirty (30) days of the
occurrence of such damage. After such notice of termination has been given, rental
(excepting percentage rental, if any) shall be prorated to the date TENANT 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 any2cause for which
the CITY is insured, and the destroyed portion can be rebuilt or repaired within ninety (90)
days from the date of destruction, CITY shall repair the damage or destruction with
reasonable diligence. In such event, this Lease shall remain in full force and effect; however,
until the destroyed PREMISES are repaired, rental (excepting percentage rental, if any) paid
by TENANT to CITY shall be reduced in the same proportion that TENANT’s square
footage leased is reduced by such destruction. However there shall be no rent abatement or
offset should the damage or destruction be caused by TENANT, its employees, agents or
contractors.
Co Non-Insured Partial Destruction. If the PREMISES are partially destroyed by any non-
insured cause, CITY may at its option terminate this Lease by giving TENANT written
notice within 90 days after the occurrence of such damage or destruction. If CITY does not
terminate the Lease, and the PREMISES can still be used for the purposes designated in
Clause IH (REQUIRED & OPTIONAL USES), TENANT may, at its option, terminate this
Lease 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 TENANT, its employees,
agents or contractors.
Such termination by TENANT. shall be accomplished by giving CITY written notice of
termination not sooner than ninety (90) days nor later than one hundred (100) days after the
occurrence of such damage or destruction. This Lease shall terminate on the date such notice
of termination is given to CITY. If CITY accomplishes such repair or if TENANT fails to
exercise its option to terminate, this Lease shall remain in full force and effect, however,
until the destroyed PREMISES are repaired, rental paid by TENANT to CITY (excepting
percentage rent, if any) shall be reduced in the same proportion that TENANT’S leased
square footage is reduced by such destruction. However, there shall be no rent abatement
or offset should the damage or destruction be caused by TENANT, its employees, agents or
contractors.
Glass breakage shall not be deemed a partial destruction within the meaning of this clause.
XIV. OWNERSHIP OF IMPROVEMENTS (RL 16.0) S
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. ~
XV. UTILITIES (RL 17.0) NS
TENANT shall pay to CITY, on a monthly basis, a pro-rated portion of the utilities supplied to the
College Terrace Library. Said pro-ration shall be based on the square footage utilized by TENANT
as compared to the total square footage of the College Terrace Library and shall be 38% of the total
utility costs supplied to the Premises~
XVI. INSURANCE (RL 18.1) S
TENANT shall maintain insurance acceptable to CITY in full force and effect throughout the term
of this Lease. The policy or policies of insurance maintained by TENANT shall provide the
following limits and coverages:
POLICY MINIMUM LIMITS OF LIABILITY
(1)WORKERS’
COMPENSATION Statutory
(2)
(3)
COMPREHENSIVE
AUTOMOBILE
LIABILITY,
including owned,
hired, and non-owned
automobiles
COMPREHENSIVE
GENERAL
LIABILITY
including
products and
completed operations,
broad form contractual,
and personal injury.
Bodily Injury
Property Damage
Bodily Injury
Property Damage
Personal Injury
$1,000,000 ea. person
$1,000,000 ca. occurrence
$1,000,00~-ea. occurrence
$1,000~000 ca. person
$1,000,000 ca. occurrence
$1,000,000 aggregate
$1,000,000 ea. occurrence
$1,000,000 ca. occurrence
(4)FIRE & EXTENDED
COVERAGE
l~ot less than ninety percent (90%) 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.
Insurance shall be in full force and effect commencing on the first day of the term of this Lease. Each
insurance policy required by this Lease shall contain the following clauses:
"This insurance shall not be canceled, limited in scope of coverage or non-renewed until
after thirty (30) days written notice has been given to the: CITY OF PALO ALTO/Real
Estate Division, PO Box 10250, Palo Alto, CA 94303
"All rights of subrogation are hereby waived against the CITY OF PALO ALTO and the
members of the City Council and elective or appointive officers or employees, when
acting within the scope of their employment or appointment."
"The CITY OF PALO ALTO is named as a loss payee on the property insurance policy
described above."
"The CITY OF PALO ALTO is added as an .additional insured as respects operations
of the named insured at or from the premises leased from the CITY OF PALO ALTO."
"It is agreed that any insurance maintained by the CITY OF PALO ALTO will apply in
excess of, and not contribute with insurance provided by this policy."
XVII. INSURANCE (RL. 18.2)
TENANT agrees to deposit with the Real Property Manager, on or before the effective date of this
Lease, certificates of insurance necessary to satisfy CITY that the insurance provisions of this Lease
have been complied with, and to keep such insurance in effect and the certificates 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 TENANT to provide six months
of coverage.
CITY shall retain the .fight at any time to review the coverage, form, and amount of the insurance
required hereby. It~, in the opinion of the Risk Manager, the insurance provisions in this Lease do not
provide adequate protection for CITY and for members of the public using the PREMISES, Real
Property Manager may require TENANT to obtain insurance sufficient in coverage, form, and amount
to provide adequate protection as determined by the Risk Manager. CITY’S requirements shall be
reasonable and shall be designed to assure protection from and against the kind and extent of risk which
exists at the time a change in insurance is required,.
The Real Property Manager shali 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, this Lease. shall be in default 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 Iimit
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 eormected with this Lease or with use or
occupancy of the PREMISES.
X’VIII. ASSIGNING, SUBLETTING, AND ENCUMBERING PROHIBITED (R.L 19.1) S
Since CITY has relied on the specific background and capabilities of TENANT in awarding this Lease,
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.
9
XIX. DEFAULT IN TERMS OF THE LEASE BY TEN_ANT (RL 20.0) S
Should TENANT default in the performance of any covenant, condition, or agreement contained in this
Lease and such default is not corrected within thirty (30) days of receipt of a notice of default from
CITY, CITY may:
Ao Terminate this Lease and all fights of TENANT and those who claim under TENANT,
stemming from this Lease,.shall end at the time of such termination;
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 TENANT to CITY;
Seek an action or suit in equity to enjoin any acts or things which may be unlawful or in
violation of the fights of CITY;
Seek a mandamus or other suit; action of proceeding at law or in equity to enforce its rights
against TENANT and any of its officers, agents, and employees and its assigns, and to compel
it to perform and carry out its duties and obligations under the law and its covenants and
agreements with CITY as provided herein; or
Pursue any other remedy available by law or specifically provided in other clauses of this Lease.
However, in the event of a default which cannot reasonably be cured within thirty (30) days, TENANT
shall have a reasonable period of time (as determined by the City Manager) to cure the default. Each
and all of the remedies given to CITY hereunder or by any law now or hereafter en. acted, are cumulative
and the exercise of one fight or remedy shall not impair the fight to CITY to exercise any or all other
remedies. In case any suit, action or proceeding to enforce any fight 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 fights 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 Lease, TENANT shall be considered
to be in default under this Lease should TENANT:
voluntarily file or have involuntarily filed against it any petition under any bankruptcy or
insolvency act or law;
be adjudicated a bankrupt; or
C. attempt to make a general assignment for the benefit of its creditors.
XX.LIMITATION OF THE LEASEHOLD (RL 22.0).S
This Lease and the rights and privileges granted TENANT in and to the PREMISES are subje’ct to all
covenants, conditions, restrictions, and physical or legal encumbrances, including those which are set
out in the December 3, 1980 Purchase Agreement between CITY and the Palo Alto Unified School
District. Nothing contained in this Lease or in any document related hereto shall be construed to imply
the conveyance to TENANT of rights in the PREMISES which exceed those owned by CITY.
XXI. NOTICES (RL 23.0) S
All notices, statements, demands, requestg, 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 mai!, postage, prepaid, (3) sent by express delivery service, or (4) in the ease 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. Delivery of notices properly addressed shall be deemed complete when the
notice is physically delivered to the Real Property Manager or City Clerk.
All notices pursuant to this lease shall be addressed as set forth below or as either party may
subsequently designate by written notice.
TO:.~2ITY TO: TENANT
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:
Executive Director
Palo Alto Community Child Care
3990 Ventura Court
Palo Alto, CA 94303
City Clerk, City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto, CA 94303
FAX: (415) 329-2646
XXII. ATTACHMENT TO LEASE (RL 24.0) S
This Lease inclu.des the following exhibits, which are attached hereto and by this reference incorporated
into this Lease:
Exhibit A - General Conditions
Exhibit B - Description of 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
BY:
Mayor
ATTEST:
BY:
City Clerk
PALO ALTO COMMUNITY CHILD CARE
BY: ,f~/~5~t4~ ~t~ "
/I
APPROVED AS TO FORM:
By:
Senior Assistant City Attorney
APPROVED:
By:
Assistant City Manager
By:.
Director of Community Services
By:
Director, Administrative Services
EXHIBIT A
GENERAL CONDITIONS
1. DEFINITIONS (RL 27.1) S
CITY shall mean the City Council of the City of Palo Alto, a municipal corporation.
The City Manager is hereby authorized to take any actions under this 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 (ILL 27.2) S
If TENANT is a parmership, 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;
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
TENANT is a duly qualified corporation authorized to do business in State of California.
As used in this Lease, the term "TENANT" shall include TENANT, its
agents, 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.
EXHIBIT A
13
3. TIME (RL 27.3) S
Time is of the essence of this Lease.
4. SIGNS (RL 27.4) S
TENANT agrees not to consmact, maintain, or allow any sign to be placed upon the PREMISES except
as may be approved by CITY. Unapproved signs, banners, etc., may be removed by CITY.
5. PERMITS AND LICENSES (RL 27.5) S
TENANT shall be required to obtain any and all permits and/or licenses which may be required in
connection with the operation of, and any approved TENANT construction upon, the PREMISES as
set forth in this Lease.
6. MECHANICS LIENS (RL 27.6) S
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 fees. TENANT Shall provide CITY with at least ten (i 0) 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, TENANT shall either:
A.Record a valid Release of Lien; or
Deposit sufficient cash with CITY to cover the amount of the claim on the lien in question and
authorize payment to the extent of said deposit to any subsequent judgment holder that may
arise as a matter of public record from litigation with regard to lienholder claim; or
Procure and record a bond in accordance with Section 3143 of the Civil Code, which releases
the PREMISES from the claim of the lien from any action brought to foreclose the lien.
Should TENANT fail to accomplish one of the three optional actions within fifteen(15) days after the
filing of such a lien, the Lease shall be in default and may be subject to immediate termination.
7. LEASE ORGANIZATION AND RULES OF CONSTRUCTION (RL 27.7) S
Words of the masculine gender shall be deemed and construed to include correlative words of the
feminine and neuter genders. Unless the context otherwise indicates, words importing the singular.
RELEASES.7/LZPACCC 14
number shall include the plural number and vice versa, and words importing persons shall includ "~
corporations and associations, including public bodies, as well as natural persons.
The terms "hereby", "hereof", "hereto", "herein", "hereunder" and any similar terms, as used in this
agreement, refer to this agreement.
All the terms and provisions hereof shall be construed to effectuate the purposes set forth herein, and
to sustain the validity hereof.
The rifles 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 (RL 27.8) S
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.
9. UNLAWFUL USE (RL 27.9) S
TENANT agrees that no improvements shall be erected, placed upon, operated, nor maintained within
the PREMISES, nor any business conducted or carried on therein or therefrom, in violation of the terms
of this Lease, or of any regulation, order of law, statute, or ordinance of a governmental agency having
judsdict!on over TENANT’S use of the PREMISES.
10. NONDISCRIMINATION (RL 27.10) S
TENANT and its employees shall not discriminate against any person because of race, color, religion,
ancestry, age, sex, national origin or physical handicap. TENANT shall not discriminate against any
employee or applicant for employment because of race, color, religion, ancestry, sex, age, national
origin or physical handicap. 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 (RL 27.11) S
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.
RELEASES.7/LZPACCC 15
12. HOLD HARMLESS (RL 27.12)
TENANT hereby waives all claims, liability and recourse against CITY including the fight of
contribution for loss or damage of or to persons or property arising from, growing out of or in any way
connected with or related to this agreement. TENANT hereby agrees to indemnify, hold harmless and
defend CITY, its officers, agents, and employees against any and all claims, liability, demands,
damages, cost, expenses or attorneys’ fees arising out of the operation or maintenance of the property
described herein or TENANT,S performance or non performance 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.
13. TAXES AND ASSESSMENTS (RL 27.13) S
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 payable upon the PREMISES or upon fixtures,
equipment, or other property installed or constructed thereon, shall be the full responsibility of
TENANT and TENANT shall pay the taxes and assessments prior to delinquency.
14. SuccESSORS IN INTEREST (RL 27.14) S
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. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (FORCE MAJEURE)(R,L 27.15)S
If either party hereto shall be delayed or prevented from the performance of any act required hereunder
by reason of acts of God, restrictive governmental laws or regulations, or other cause without fault and
beyond the control of the party obligated (financial inability excepted), performance of such act shall
be excused for the period of the delay and the period for the performance of any such act shall be
extended for a period equivalent to the period of such delay.
16. PARTIAL INVALIDITY (RL 27.16) S
If any term, covenant, condition, or provision of this Lease is determined to be invalid, void, or
unenforceable, by a court of competent jurisdiction, the remainder of the provisions hereof shall remain
in full force and effect and shall in no way be affected, impaired, or invalidated thereby.
! 7. WAIVER OF RIGHTS (RL 27.17) S
The failure of CITY or TENANT to insist u 9on 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 TENAN "~
may have, and shall not be deemed a waiver of the right to require strict performance of all the. terms,
covenants, and conditions of the Lease thereafter, nor a waiver of any remedy for the subsequent breach
or default of any term, covenant, or condition of the Lease.
1.8. COSTS OF SUSTAINING AN ACTION FOR BREACH OR DEFAULT (RL 27.18) S
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 attorney fees, as may be fixed by the Court.
19. RESERVATIONS TO CITY (RL 27.19) S
The PREMISES are accepted "as is" and "where is" by TENANT subject to any and all existing
easements, and encumbrances. CITY reservesthe right to install, lay, construct, maintain, repair, and
operate, such sanitary sewers, drains, storm water sewers, pipelines, manholes, and eormeetions; 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 (RL 27.20) S~
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. CONDITION OF PREMISES UPON TERMINATION (RL 27.21) S
Upon termination of this Lease, except as otherwise agreed to herein, TENANT shall redeliver
possession of the PREMISES to CITY in substantially the same condition that existed immediately
prior to TENANT’S occupancy, reasonable wear and tear, flood, earthquake, war, and any act of war
excepted.
22. DISPOSITION OF ABANDONED PERSONAL PROPERTY (RL 27.22) S
If TENANT abandons the PREMISES or is dispossessed thereof by process of law or otherwise, title
RELEASES. 7/LZPACCC 1 7
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.
23. QUITCLAIM OF TENANT’S INTEREST UPON TERMINATION (RL 27.23) S
Upon termination of this Lease for any reason, including but not limited to termination because of
default by TENANT, TENANT shall, at CITY’S request execute, 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 TENANT or those claiming under
TENANT in and to the PREMISES.
24. CITY’S R!GHT TO RE-ENTER (RL 27.24) S
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 TENANT, C!TY 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 legalproeeedings. 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. "
25. CONFLICT OF INTEREST (RL 27.25) S
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 agreement; or (2) will be employed in the performance of this agreement without the
divulgence of such fact to CITY. In the event that CITY determines that the employment of any such
official, employee or business entity is not compatible with such official’s or employee’s duties as an
official or employee of CITY, TENANT upon .request of CITY shall immediately terminate such
employment. Violation of this provision constitutes a serious breach of this Lease and CITY may
terminate this Lease as a result of such violation.
RELF~SES.7/LZPACCC 1 8
26. EMINENT DOMAIN(RL 27.26) S
In the event the whole or any part of the PREMISES are condemned by a public entity in th~ lawful
exercise of its power of eminent domaln~ this Lease shall eeas6 as to the part condemned. The date of
such termination shall be the effective date of possession of the whole or part of the PREMISES by the
condemning public entity.
If only a part is condemned and the condemnation of that part does not.substantially impair the capacity
of the remainder to be used for the purposes required by this 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:
Ao 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
Bo 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 condemning 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 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 TENANT shall be entitled to that
portion of the compeiasation which represents the value oft he 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 the relationship of the
remaining Lease term to the original Lease term, using a straight line approach.
27. POST-ACQUISITION TENANCY (RL 27.28) S
TENANT hereby ackr~, owledges 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.
RELEASES.7/LZPACCC 1 9
28. HAZARDOUS SUBSTANCES (RL 27.29) S
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 Health and Welfare Agency in eormeetion with
¯ the Safe Water and Toxic Enforcement Act of 1986, the U.S. Department of Transportation, the
U.S. Department of Agriculture, the U.S.. Consumer Product Safety Commission, the U.S.
Department of Health and Human Services, the U.S. Food and Drug Administration or any other
governmental agency now or hereafter authorized to regulate materials and substances in the
environment. Without limiting the generality of the foregoing, the term "Hazardous Materials"
shall "include all of those materials and substances defined as "toxic materials" in Sections 66680
through 66685 of Title 22 of the California Code of Regulations, Division 4; Chapter 20, as the
same may be amended from time to time.
Bo TENANT’S Use of PREMISES. During the term of this Lease, TENANT shall abide and be
bound by all of the following requirements:
TENANT shall comply with all laws now or hereafter in effect relating to the use of
Hazardous Materials on, under or about the PREMISES, and TENANT shall not
contaminate the PREMISES, or its subsurfaces, with any Hazardous Materials.
ii.TENANT shall restrict its use of Hazardous Materials at the PREMISES to those kinds
of materials that are normally used in constructing the Project. Disposal of any
Hazardous Materials at the Premises are strictly prohibited. Storage of such permissible ¯
Hazardous Materials is allowed only in accordance with all applicable laws now or
hereafter in effect. All safety and monitoring features of any storage facilities shall be
approved by CITY’S Fire Chief in accordance with all laws.
111.TENANT shall be solely and fully responsible for the reporting of all Hazardous
Materials releases to the appropriate public agencies, when such releases are caused by
or result from TENANT’S activities on the PREMISES. TENANT shall immediately
inform CITY of any. release of Hazardous Materials, whether or not the release is in
quantities that would otherwise be reportable to a public agency.
iv.TENANT. 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 pre~,ent any of its Hazardous Materials from entering into any
storm or sewage.drain system or from being released on the Premises. TENANT shall
remove releases of its Hazardous Materials in accordance with all laws. In addition to
RELEASES.7/LZPACCC 2 0
all other fights and remedies of CITY hereunder, if the release of Hazardous Matedal~
caused by TENANT is not removed by TENANT within ninety (90) days after
discovery by TENANT, 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.
TENANT 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 obligation under this Clause shall survive the expiration or earlier
termination of this Lease.
29. ALL COVENANTS ARE CONDITIONS (RL 27.30) S
All provisions of the Lease are expressly made conditions.
30. PARTIES OF INTEREST (RL 27.31) S
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 (RL 27.32) S
Neither CITY nor TENANT shall record this Lease; however, a short-form memorandum of Lease may
be recorded at CITY’S request.
RELEASES.7/LZPACCC 21
.-II_
I
EXHIBIT B