HomeMy WebLinkAboutStaff Report 14456
City of Palo Alto (ID # 14456)
City Council Staff Report
Meeting Date: 6/20/2022 Report Type: Consent Calendar
City of Palo Alto Page 1
Title: Approval of Lease Agreement between Palo Alto Unified School District
(Landlord) and City of Palo Alto (Tenant) for Extended Day Care Sites for 12
months, Rent Not to Exceed $707,676 per Year
From: City Manager
Lead Department: Administrative Services
Recommendation
Staff recommends that the City Council authorize the City Manager to execute the Lease
Agreement contained in Attachment A between Palo Alto Unified School District (PAUSD) and
the City of Palo Alto (City) for the Extended Day Care premises. The lease is for a 12-month term
ending June 30, 2023 at a base annual rent of $707,676.
Background
On June 15, 2020, the City Council approved a lease for elementary school sites from PAUSD to
sublease to providers of afterschool care (CMR: 11386). The current lease is scheduled to expire
on June 30, 2022. A new lease for the Extended Day Care sites has been negotiated to extend
the existing term through the 2022 – 2023 school year, ending on June 30, 2023.
The agreement with PAUSD to provide space for extended day care at elementary school sites
began in 1989 as a component of the parties’ lease agreement that also included a lease on the
former 35-acre Cubberley High School site and a Covenant Not to Develop five neighborhood
elementary school sites. The original agreement was amended several times before the current
standalone agreement for the 12 extended day care sites was executed on July 1, 2020. The
current agreement is scheduled to expire on June 30, 2022 and the parties desire to extend the
terms of the agreement to continue City-operated extended day child care services provided by
Palo Alto Community Child Care (PACCC) and Kid’s Choice.
Discussion
Staff has negotiated a new lease agreement with PAUSD for the Extended Day Care Sites under
the same general terms as the current agreement. PAUSD is accepting a one-year extension at
this time due to their need to evaluate the childcare providers and their respective programs
and determine if they are meeting the needs of families. Offering a one-year lease gives PAUSD
the flexibility to make any changes in service provision for the 2023-24 school year. The new
agreement extends the expiration date by one year to June 30, 2023 and tentatively replaces
City of Palo Alto Page 2
the Palo Verde Elementary School site, while it is being renovated, with the Greendell campus
for the 2022 – 2023 school year. Otherwise, the terms remain the same. The base rent will
remain $58,973 per month and the City will continue to be responsible for minor maintenance
and utilities, estimated at approximately $4,000 per month.
Timeline
On June 7, 2022, the lease agreement was approved by PAUSD’s Board as part of their approval
of the consent calendar. The lease will be presented to the PAUSD board again on June 21,
2022 for action consistent with the PAUSD “two meeting rule”. The new lease will commence
on July 1, 2022. After the lease with PAUSD for the Extended Day Care Sites (Attachment A) is
fully executed, staff will extend the City’s sublease to PACCC and Kid’s Choice for the 2022 –
2023 school year, which does not require Council approval. PAUSD has informed the City that
the District believes it will be able to discuss a longer-term agreement with the City for the
Extended Day Care Sites around February 2023.
Resource Impact
The base rent for the new Extended Day Care lease will remain at $58,973 per month or
$707,676 per year. The current base rent collected from PACCC and Kid’s Choice for the
Extended Day Care Sites total $6,957 per month or $83,484 per year, which will remain the
same for the lease term through June 30, 2023.
Policy Implications
Continuing to lease the Extended Day Care Sites from PAUSD is consistent with policies and
programs in the Comprehensive Plan promoting City-PAUSD collaboration and the effective
provision of community services.
Stakeholder Engagement
The City and PAUSD collaborated on development of the new agreement to extend the terms of
the existing agreement through the 2022 – 2023 school year.
Environmental Review
This does not constitute a project for purposes of the California Environmental Quality Act
(CEQA).
Attachments:
• Attachment A: Extended Day Care Lease
1
LEASE AGREEMENT
BY AND BETWEEN THE PALO ALTO UNIFIED SCHOOL DISTRICT (LANDLORD)
AND THE CITY OF PALO ALTO (TENANT)
FOR EXTENDED DAY CARE SPACES
This Lease ("Lease") dated July 1, 2022, for reference purposes only, is made and entered
into by and between the Palo Alto Unified School District (''District") and the City of Palo Alto
("City"), a municipal corporation.
1.0 DEFINITIONS AND PREVIOUS AGREEMENTS
1.1 Definitions
1.1.1 City. The term "City" means the City of Palo Alto, a charter city and
municipal corporation duly organized and existing pursuant to the Constitution and laws of the
State of California.
1.1.2 District. The term "District" means the Palo Alto Unified School District,
a unified school district organized and existing pursuant to the laws of the State of California.
1.1.3 District Purposes. The term “District purposes” means that District’s using
a Site for any District purpose, including but not limited to classrooms, administrative offices, and
training centers for District personnel, but not for the purpose, either direct or indirect, of selling
the Site or any other District school site or leasing that Site or any other District school site for
non-district uses.
1.1.4 Reserved
1.1.5 Reserved
1.1.6 Reserved
1.1.7 Reserved
1.1.8 Reserved
1.1.9 Reserved
1.1.10 Reserved
1.1.11 Reserved
1.1.12 Reserved
1.1.13 Extended Day Care. Extended Day Care means 1) childcare services
provided during the school year to grade school students for the periods a) 6:30 am and the
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scheduled start of school and b) the earliest scheduled end of school and·6:30 pm Monday through
Friday. 2) childcare services provided on non-school days from 6:30 am to 6:30 pm Monday
through Friday, or as City deems appropriate.
1.1.14 Extended Day Care Spaces. Extended Day Care Spaces means those spaces
identified in Exhibit A where Extended Day Care is intended to occur as detailed in this Lease.
1.2 Reserved
1.2.1 Reserved
1.2.2 Reserved
2.0 PAYMENT
2.1 Reserved
2.2 Reserved
2.3 Payment for Extended Day Care Spaces. As consideration for use of the Extended
Day Care Spaces, City shall pay monthly to District the rent and utilities amounts listed in Exhibit
A. All payments to District by City shall be made in twelve (12) equal installments payable
monthly, by the last day of the month, commencing on July 1, 2022.
2.4 Covenant to Budget and Appropriate. Subject to Section 6.5.1(a), City covenants
to take such action as may be necessary to include Lease payments due hereunder in its annual
budget and annually to appropriate an amount necessary to make such Lease payments.
2.5 Manner of Payment. Payment shall be payable in lawful money of the United
States to the order of the District at 25 Churchill Avenue, Palo Alto, CA 94306, Attention: Chief
Business Officer, or such other place as the City and the District shall mutually agree. City's
obligation to make payments for any partial month shall be prorated on the basis of a thirty (30)
day month.
2.6 Late Payment Charge. If any installment of payment or any other sum due from
City is not received by District within fifteen (15) days after the due date, City shall pay to District
an additional sum equal to a half percent (1/2%) of the amount overdue for each month the payment
is delinquent.
2.7 Reserved
2.7.1 Reserved
2.7.2 Reserved
2.7.3 Reserved
2.7.4 Reserved
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2.7.5 Reserved
3.0 Cubberley Lease - Reserved
3.1 Reserved
3.1.1 Reserved 3.1.1 – 3.1.6
3.2 Reserved
3.2.1 Reserved
3.3 Toxic Materials
3.3.1 ''Toxic Materials" for the purposes of this Lease are defined as any
hazardous, toxic, or radioactive materials, including, but not limited to those materials identified
in Sections 66680 and 66685 of Title 22 of the California Administrative Code, Division 4, Chapter
30, as amended from time to time.
3.3.2 Reserved
3.3.3 In the event of an emergency, City may act without District approval to cure
or eliminate any dangerous condition which may give rise to a claim against the City. An
emergency shall be defined as an unforeseen combination of circumstances or resulting state that
calls for immediate action.
3.3.4 Reserved
3.3.5 Reserved
3.3.6 In the event that money has become available from the State of California
for the cleanup of asbestos, District shall attempt in good faith to obtain a share of such funds to
be applied to necessary cleanup work at the Extended Day Care Spaces.
3.4 Reserved
3.4.1 Reserved
3.4.2 Reserved
3.4.3 Reserved
3.4.4 Reserved
3.5 Reserved
3.5.1 Reserved
3.5.2 Reserved
3.5.3 Reserved
3.5.4 Reserved
3.6 Reserved
3.7 Reserved
3.7.1 Reserved
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3.7.2 Reserved
3.7.3 Reserved
3.8 Reserved
3.8.1 Reserved
3.8.2 Reserved
3.9 Reserved
3.9.1 Reserved
3.9.2 Reserved
3.10 Reserved
3.11 Reserved
3.11.1 Reserved
3.11.2 Reserved
3.12 Reserved
3.12.1 Reserved
3.12.2 Reserved
3.12.3 Reserved
3.12.4 Reserved
3.13 Reserved
3.14 Reserved
3.14.1 Reserved
3.14.2 Reserved
4.0 Reserved
4.1 Reserved
4.2 Reserved
5.0 EXTENDED DAY CARE SPACES
5.1 Space Provided
5.1.1 During the term of this agreement, District agrees to provide and City agrees
to accept twelve (12) spaces at various elementary school sites to be used for the purpose of
providing City-operated extended day child care services. Said sites are listed on Exhibit A.
Additional child care spaces may be added in the event District opens additional elementary
school sites.
5.1.2 District may, with the agreement of City, consolidate two child care spaces
at one site. In no event shall more than three such consolidations occur.
It is understood the District shall bear the cost of transporting students in the event of such
consolidation of spaces and City shall still compensate District for each and every space pursuant
to Sections 2.3 and 5.1.1.
5.1.3 District may, with the agreement of City, substitute a portable for
conventional classroom space.
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5.1.4 In the event City and District cannot agree on the issue of consolidation
contained in Section 5.1.2 or on the issue of substitution contained in Section 5.1.3 the matter shall
be resolved by a three member arbitration panel. City and District shall each promptly appoint
their representative to the panel and the two representatives shall select the third panel member.
The decision of the panel shall be final and binding on both parties.
5.1.5 The space provided shall include appropriate access to designated rest
rooms and other ancillary facilities such as playground equipment where appropriate, and shall be
available to City 24 hours a day, 7 days a week.
5.1.6 The space provided shall meet appropriate State standards for at least
twenty-five students and shall have all utility connections in place except for telephone.
Specifically, the rooms shall have shelving and closets in place, however no furniture, toys or other
equipment shall be provided by District.
5.1.7 Portables and conventional classroom space provided shall also conform to
State standards for toxic materials as defined in Section 3.3.1. District shall be responsible for
compliance with the Asbestos Hazard Emergency Response Act and any other State or Federal
regulations, existing or subsequently enacted, relating to asbestos conditions for the extended day
care space provided.
5.2 City Responsibilities
5.2.1 If City determines, at its sole discretion, to operate an extended day child
care program in the spaces provided by District, it shall be the sole responsibility of the City to
provide such services in the District designated spaces to persons desiring such services. The hours
for such services shall be as set forth in Section 1.1.13.
5.2.2 City shall bear cost of utilities to the space including telephone. Unless
separate meters are provided, the cost shall be prorated on a square footage basis (square footage
of City space to total square footage of buildings on entire Site).
5.2.3 City shall, at City's own expense, provide for minor maintenance to the
space including but not necessarily limited to: electrical (ex. ballasts and switches), plumbing
fixtures (ex. leaky faucets and pipes), wall and floor coverings and windows.
5.2.4 City shall, at City's own expense, provide for custodial services.
5.2.5 City shall be responsible for security of the leased space at all times and
security of the rest rooms outside the customary hours of school operation. Security shall mean
locking all windows and doors and turning off lights.
5.3 District Responsibilities
5.3.1 District shall maintain fire and extended coverage insurance on the
structures housing the child care programs with limits of full replacement value. In the event of
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damage or destruction to the premises, District shall promptly restore the premises to their pre-
existing condition.
5.3.2 District, at District's own expense, shall be responsible for major
maintenance to the child care premises including roof, sewer and electrical hook-ups, heating, and
air-conditioning and removal of toxic material where applicable.
5.4 Delay in Delivery of Possession
If the District, for any reason whatsoever, cannot deliver possession of twelve spaces to
City on the commencement date, this agreement shall not be void or voidable, nor shall District be
liable to City for any loss or damage resulting therefrom. In such event, City shall be relieved of
its obligation to pay for a child care space in the amount equivalent to the unit value of each space
not delivered. The unit value of one child care space is as listed in Exhibit A.
5.5 Hold Harmless
5.5.1 District shall indemnify and hold City harmless from any and all costs,
claims, judgments, losses, demands, causes of action, proceedings or hearings, including City's
attorneys' fees and court costs, relating to the storage, placement or use of Toxic Materials by
District on or about the space or spaces for extended day care, whether or not the parties are aware
of the existence of or any such use of Toxic Materials. District shall pro rata reduce rent and/or
reimburse City for all costs of clean-up required by law or other alterations to the spaces
necessitated by District's use, storage or disposal of Toxic Materials. If not required by law to so
clean up a space or spaces, City shall have the right to terminate the Lease as to the specific space
or spaces upon thirty (30) days’ notice and the Lease payment shall be adjusted accordingly. The
obligations of District under this Section 5.5.1 shall survive the expiration of the Lease term.
"Toxic Materials" shall have the same meaning as in Section 3.3.1 of this Lease.
5.5.2 City shall indemnify and hold District harmless from any and all costs,
claims, judgments, losses, demands, causes of action, proceedings or hearings, including District's
attorneys' fees and court costs, relating to the storage, placement or use of Toxic Materials by City
on or about the space or spaces for extended day care, whether or not the parties are aware of the
existence of or any such use of Toxic Materials. City shall reimburse District for (i) all costs of
cleanup or other alterations to the space or spaces for extended day care necessitated by City's use,
storage, or disposal of Toxic Materials; and (ii) any diminution in the fair market value of the space
or spaces for extended day care caused by City's use, storage, or disposal of Toxic Materials. The
obligations of City under this Section 5.5.2 shall survive the expiration of the Lease term.
5.5.3 City shall indemnify, defend and hold District harmless from any liability
or expense on account of suits, verdicts, judgments, costs or claims of any nature or kind arising
out of, or in any way connected with City's and any sublessees', or assignees' operations on,
possession, use, management, improvement, alteration or control of the Extended Day Care Spaces
except for any claims or liability, or portions thereof, arising from the sole negligence of District,
its officers, employees or agents, and except for the liability borne by District as set forth in Section
5.5.1.
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5.5.4 In addition to the liability borne by District as set forth in Section 5.5.1,
District shall indemnify and hold City harmless from any liability or expense on account of suits,
verdicts, judgments, costs or claims of any nature or kind arising out of, or in any way connected
with, District's and/or any sublessees' or assignees' other than City, operations on, possession, use,
management, improvement, alteration or control of the Extended Day Care Spaces except for any
claims or liability, or portions thereof, arising from the sole negligence of City, its officers,
employees, agents, sublessees or assignees.
5.6 Assignment and Sublease
The City, with the written consent of the District may at any time and from time to time pledge,
assign, or otherwise transfer this Lease or any interest of the City herein. City with the written
consent of the District may at any time and from time to time sublease the Extended Day Care
Spaces or any improvements thereon any part thereof. District hereby consents to allow City to
sublease Extended Day Care Spaces to Palo Alto Community Child Care and Kids Choice. The
City shall at all times remain liable for the performance of the covenants and conditions on its part
to be performed hereunder notwithstanding any such assigning, transferring or subletting which
may be made. Any sublease, assignment or transfer shall be coterminous in every aspect with this
lease. Any transfer, assignment or encumbrance of this Lease or the Extended Day Care Spaces,
in whole or in part, which is contrary to or not provided for in this Section 5.6 is void.
6.0 GENERAL CONDITIONS
6.1 Term
6.1.1 The term of this Lease shall commence on July 1, 2022 (the
“Commencement Date”) and end on June 30, 2023 (the “Expiration Date”), unless sooner
terminated or extended pursuant to the provisions hereof.
6.1.2 Reserved
6.1.3 Reserved
6.1.4 Reserved
6.2 Breach
6.2.1 If the City shall fail to pay any payment payable hereunder when the same
becomes due and payable, or the City shall fail to keep or perform any other material term covenant
or condition contained herein to be kept or performed by the City for a period of 25 days after
written notice thereof from the District, the City shall be deemed to be in default hereunder and
the District, in addition to all other rights and remedies it may have at law, shall have the option to
do any of the following:
(a) To terminate this Lease in the manner hereinafter provided on
account of default by the City, notwithstanding any re-entry or re-letting of the Extended Day Care
space as hereinafter provided for in subparagraph (b) hereof, and to re-enter the Extended Day
Care space and remove all persons in possession thereof and all personal property whatsoever
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situated upon the Extended Day Care space. In the event of such termination, the City agrees to
surrender immediately possession of the Extended Day Care space, without hindrance, and to pay
the District all damages recoverable by law that the District may incur by reason of default by the
City.
(b) Without terminating this lease, (i) to collect each installment of
payment as it becomes due and enforce any other material term, covenant or condition contained
herein to be kept or performed by the City which failure to keep or perform by the City would have
a material adverse effect on the interests of the District under this Lease or (ii) to exercise any and
all rights of entry and re-entry upon the Extended Day Care space. In the event the District does
not elect to terminate this lease in the manner provided for in subparagraph (a) hereof, the City
shall remain liable and agrees to keep or perform all terms, covenants and conditions herein
contained to be kept or performed by the City and, if the Extended Day Care space is not re-let, to
pay the full amount of the payment to the end of the term of this Lease or, in the event that the
Extended Day Care space is re-let, to pay any deficiency in payment that results therefrom; and
further agrees to make said payment and/or payment deficiency punctually at the same time and
in the same manner as hereinabove provided, and if the District receives payments therefrom in
any payment period in excess of the payment provided for in Section 2.0 hereof for such period,
the District shall pay such excess (after expenses incurred in connection with such re-letting) to
the City on the last day of said payment period. Should the District elect to re-enter as herein
provided, the City hereby irrevocably appoints the District as the agent and attorney-in-fact of the
City to re-let Extended Day Care space, or any part thereof, from time to time, either in the
District’s name or otherwise, upon such terms and conditions and for such use and period as the
District may deed advisable and remove all persons in possession thereof and all personal property
whatsoever situated upon the Extended Day Care space. The City agrees that the terms of this
Lease constitute full and sufficient notice of the right of the District to re-let the Extended Day
Care space in the event of such re-entry without effecting a surrender of this Lease, and further
agrees that no acts of the District in effecting such re-letting shall constitute a surrender or
termination of this Lease irrespective of the use of the term for which such re-letting is made or
the terms and conditions of such re-letting, or otherwise, but that, on the contrary, in the event of
such default by the City, the right to terminate this Lease shall vest in the District to be effected in
the sole and exclusive manner provided for in subparagraph (a) hereof.
Each and all of the remedies given to the District hereunder or by any law now existing or
hereafter enacted are cumulative, and the exercise of any one right or remedy shall not impair the
right of the District to any or all other remedies.
6.2.2 In the event that City shall default in the performance of any of the
agreements, conditions, covenants or terms herein contained, which event of default remains
uncured after notice given as herein provided, District may immediately, or at any time thereafter,
perform the same for the account of the City, and any amount paid, or any expense or liability
incurred, but the District in the performance of the same shall be repaid to the District, in addition
to base payments by the City within 30 days after demand hereunder together with interest from
the date, the cost of expenses incurred at an amount equal to the lesser of 12 percent per annum or
the maximum lawful rate of interest then in effect under the laws of the State of California; and
the District shall have the right to enter (by force or otherwise) the Extended Day Care space for
9
the purpose of correcting or remedying such default and to remain therein until the same shall have
been corrected or remedied.
No performance by the District of any of the obligations on City’s part to be performed
hereunder shall be, or be deemed to be, a waiver of the City’s default in or failure to perform the
same, nor shall the performance thereof by District release of relieve City from any obligations on
its part to the performed under this Lease.
6.2.3 If the District shall fail to keep or perform any obligation, covenant,
agreement or provision contained herein to be observed or performed by the District for a period
of 25 days after written notice thereof from the City, the District shall be deemed to be in default
hereunder, and the City may take whatever action, at law or in equity, may appear necessary or
desirable to enforce the observance or performance of any such obligation, covenant, agreement
or provision including termination of this Lease.
6.2.4 In the event of a breach, or threatened breach, by either party of any of the
agreements, conditions, covenants, or terms herein, the other party shall have the right of
injunction to restrain the same, and the right to invoke any remedy allowed by law, or inequity, as
if specific remedies, indemnity or reimbursements were not herein provided for. All rights and
remedies herein given to either party shall be cumulative to each other and to any other legal or
equitable remedy or right which the party might otherwise have in the event of any breach by the
other party.
6.3 Surrender and Title to Property
6.3.1 On the last day of the term of this Lease, or any sooner termination, City
shall surrender the Extended Day Care space to the district, in reasonably the same condition as
City received the Extended Day Care space, ordinary wear and tear and any permitted approved
and lawful changes, alterations, additions and improvements thereto excepted, except as otherwise
required by Section 3.5.2. City, upon the expiration or sooner termination of this Lease, shall repair
any damage to the Extended Day Care space occasioned by the removal of City’s fixtures,
furnishings, equipment and other personal property. All of City’s property which is removable
pursuant to the provisions on this Lease shall be removed by City on or before the last day of the
term of the earlier termination of this Lease, and all property not so removed shall be deemed
abandoned by City, and District shall have the right either to require City to remove said property
from the land or dispose of the property pursuant to Section 6.5.3 as set forth below.
6.3.2 Title to the Extended Day Care space shall remain the District during the
term of this Lease. All improvements placed upon the Extended Day Care space by City at City’s
expense shall be and remain the property of City for and during the term of this Lease. Upon
expiration or sooner termination of this Lease, such improvements shall belong to and become the
property of District, free from any rights, claims and liens of City or a person, agency, political
subdivision, firm or corporation claiming under City, without any compensation therefore from
District to City or to any other person, agency, political subdivision, firm or corporation, unless
otherwise agreed to by the parties at the time the improvement is made. At the expiration or sooner
termination of this Lease, such improvements shall be surrendered to District, excepting that
movable furniture, personal property and trade fixtures may be removed by City at or before the
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expiration or sooner termination of this Lease, provided, however, that the removal of any of the
property so excepted will not structurally injure the improvements or necessitate any changes or
alterations in the improvements or render the improvements or any part thereof unfit for use and
occupancy. City shall pay the cost of restoration of, or repairing any damage to, the Extended Day
Care space arising from the removal of the property so excepted.
6.4 Naylor Bill Allocations. Nothing in this lease shall be deemed to expand,
diminish, waive or otherwise limit the applicability of the Naylor Bill to applicable portions of the
Extended Day Care Spaces, if any, including the obligation of the City to maintain the property,
for recreational open space purposes and the right of the District to re-acquire said property
pursuant to Education Code Section 39398 or its successor legislation. In the event the provisions
of the Naylor Bill terminate, the applicability of “Naylor” to portions of the applicable spaces, if
any, ceases.
6.5 Termination. In addition to the rights of termination for breach found in Section
6.2, this Lease may be terminated as set forth in Sections 6.5.1 and 6.5.2.
6.5.1 City Termination
(a) Debt Limitation. In the event the Council of the City does not
appropriate funds for payment of the payments due under this Lease in any year, this Lease shall
terminate upon 90 days written notice.
(b) Gann Limit. The City may terminate this Lease in any fiscal year
in which the City is not authorized by the Palo Alto electorate to exceed the expenditure limitation
imposed by the California Constitution and any other State or Federal legislative act. In that event,
the City may terminate this Lease upon six (6) months written notice which must be given within
30 days of an unsuccessful election seeking such authorization.
(c) Restriction on Taxing Power. If State or Federal law is enacted, an
initiative measure passed or a court decision rendered which reduces the City’s general fund
revenue or restricts the City’s authority to collect or levy general fund taxes which the City has the
right to collect or levy as of the Commencement Date of this lease, the City may terminate this
Lease, in whole or in part as hereafter set forth, by giving six (6) months written notice to District,
after such law, measure or decision becomes effective; provided, however, there shall be no right
of termination unless the effect of such law, measure or decision is to reduce the City’s general
fund revenue or taxing authority by $1,500,000 in comparison with the previous fiscal year.
The amount set forth in this Section shall be adjusted annually by the Consumer Price Index
on the commencement anniversary date of the Lease in the manner set forth in Section 2.7 hereof.
6.5.2 District Termination. The District may terminate this Lease in part on the
following conditions:
(a) Reserved.
(b) Reserved.
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(c) Reduction in Payment. If the District partially terminates
this lease with regard to an Extended Day Care Space under Section 6.5.3, the Payment Due under
this lease shall be reduced according to the proportion of payment allocated to such space as set
forth in Exhibit A.
6.5.3 Surrender Upon Termination. Upon occurrence of any termination event,
this Lease will terminate, or partially terminate as set forth herein, and all City’s rights, title and
interest in the Extended Day Care Spaces shall terminate. City shall surrender and vacate the said
spaces in reasonably the same condition as City received them, reasonable wear and tear excepted,.
District shall have the right to re-enter and take possession of said spaces and remove all persons
therefrom and remove City’s property and place that property in storage in a public warehouse, or
store the same elsewhere, all at the expense of City, or sell the same as provided by law for the
purpose of recovering any money due and unpaid hereunder by City to District, including District’s
storage costs. Upon termination of this Lease, District shall have the right to recover from City all
damages caused by any breach hereof by City, together with any payment due hereunder and
unpaid, including all reasonable attorneys’ fees and court costs which may be incurred in
recovering possession of said spaces and in collecting such damages or such payments.
6.5.4 Future Development. Upon the expiration or earlier termination of this
Lease, the District shall be free to sell, lease, or otherwise dispose of the spaces which are the
subject of this Lease. However, it is understood by the parties that (a) the District shall have all the
same rights and obligations with respect to the development of the spaces as any other developer,
and (b) the City shall have the same rights and responsibilities as it would normally have in
reviewing and considering any development project that would come before it.
6.5.5 Inconsistencies with Other Agreements. If any provision regarding
termination set forth in Section 6.5 hereof is inconsistent with any provision regarding termination
set forth in any other agreement between City and District regarding spaces subject to this Lease,
the provision in this Lease shall prevail.
6.6 Notices. Any demand or notice which either party shall be required, or may
desire, to make upon or give to the other, shall be in writing and shall be delivered personally upon
the other, or sent by prepaid registered or certified mail addressed to the respective parties as
follows:
DISTRICT: Palo Alto Unified School District
25 Churchill Avenue
Palo Alto, CA 94306
Attention: Superintendent of Schools
CITY: City Clerk
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attention: Manager, Real Property
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Notice sent by registered or certified mail in accordance with this Section shall be deemed
delivered 72 hours from the date of mailing.
6.7 Attorneys’ Fees. If any action or proceeding at law in equity, or an arbitration
proceeding, shall be brought to enforce or interpret any of the terms, covenants or conditions of
this Lease, the prevailing party shall be entitled to recover from the other party its reasonable
attorneys’ fees. “Prevailing party” within the meaning of this paragraph shall include, without
limitation, a party who brings an action against the other after the other is in breach or default, if
such an action is dismissed upon the other’s payment of the sums allegedly due for performance
of the covenants allegedly breached, or if the party commencing such action or proceeding obtains
substantially the relief sought by it in such action, whether or not such action proceeds to a final
judgment or determination.
6.8 Holding Over. This Lease shall terminate without further notice at the expiration
of the Lease term. Any holding over on the Extended Day Care Spaces after expiration of the Lease
term, with the express written consent of District, shall be construed to be a tenancy from month
to month, at a monthly rental of the last applicable base payment, and shall otherwise by on the
terms and conditions herein specified.
6.9 Validity and Severability. If for any reason any portion of this Lease shall be held
by a court of competent jurisdiction to be void, voidable, or unenforceable by the District or by
the City, or if for any reason it is held by such a court that any of the covenants and conditions of
the City or District hereunder, including the covenant to make payments hereunder, is
unenforceable for the full term hereof, then and in such event, this Lease is and shall be deemed
to be a lease from year to year under which the rentals are to be paid by the City annually in
consideration of the right of the City to possess, occupy and use the Extended Day Care space, and
all other terms, provision and conditions of this Lease, except to the extent that such terms,
provisions and conditions are contrary to or inconsistent with such holding, shall remain in full
force and effect.
6.10 Waiver. The waiver by either party hereto of any breach by the other party of any
agreement, covenant or condition hereof shall not operate as a waiver of any subsequent breach of
the same or any other agreement, covenant or condition hereof. The receipt by District of any
payments with knowledge of any default on the part of City in the observance or performance of
any of the provisions of this Lease shall not be deemed to be a waiver of the provisions of this
Lease.
6.11 Successors and Assigns. This lease shall inure to the benefit of and shall be binding
upon the District, the City and their respective successors and assigns, subject to the provisions of
Section 5.6.
6.12 Agreement Represents Complete Agreement. This Lease represents the entire
contract between the parties and supersedes and cancels any and all previous leases, negotiations,
arrangements, representations, agreements and understandings between the District and the City
concerning the Sites and matters covered hereby.
13
6.13 Law Governing. This lease shall be construed and interpreted in accordance with
the laws of the State of California.
6.14 Changes in State Law. In the event that changes in state law occur whereby the
district is not permitted, in whole or in part, to retain payments due it from any source, other than
the City, because of provisions of this lease, District shall promptly notify City, and District and
City agree to renegotiate terms of this Lease. Such negotiations shall be directed to assuring that
payments due under this Lease will not directly or indirectly replace, or stand in lieu of, payments
due District from any other source.
6.15 Amendment. No amendment to this Lease shall be made except in writing and
executed by both the District and the City.
6.16 Reserved.
In witness whereof, the District and the City have caused this Lease to be executed by their
respective officers as of the day and year first above written.
ATTEST: CITY OF PALO ALTO, Lessee:
______________________________ ______________________________
City Clerk Mayor
APPROVED AS TO FORM: PALO ALTO UNIFIED SCHOOL
DISTRICT, Lessor:
______________________________ ______________________________
City Attorney or Designee President, Board of Education
APPROVED: APPROVED:
______________________________ ______________________________
City Manager Superintendent of Schools
Space Name Trailer # or ID RENT RENT SQ. FT.Utilities Rate UTILITIES UTILITIES
(per month)(annual) (per sq. ft.)(per month)(annual)
Addison AKC1 4,914.42$ 58,973.00$ 960 0.24$ 230.40$ 2,764.80$
Duvenec DCK28 4,914.42$ 58,973.00$ 1920 0.24$ 460.80$ 5,529.60$
El Carmelo 1/2 Daycare 4,914.42$ 58,973.00$ 1320 0.24$ 316.80$ 3,801.60$
Escondido Kids Club 4,914.42$ 58,973.00$ 1440 0.24$ 345.60$ 4,147.20$
Hays 1/2 Kids Club 4,914.42$ 58,973.00$ 1440 0.24$ 345.60$ 4,147.20$
Hoover Childcare 4,914.42$ 58,973.00$ 1440 0.24$ 345.60$ 4,147.20$
Barron Park Unmarked space 4,914.42$ 58,973.00$ 1440 0.24$ 345.60$ 4,147.20$
Ohlone 24 4,914.42$ 58,973.00$ 960 0.24$ 230.40$ 2,764.80$
Palo Verde*Kids Club 4,914.42$ 58,973.00$ 960 0.24$ 230.40$ 2,764.80$
Juana Briones PACCC 4,914.42$ 58,973.00$ 1920 0.24$ 460.80$ 5,529.60$
Fairmeadow BBKC3 4,914.42$ 58,973.00$ 1440 0.24$ 345.60$ 4,147.20$
Nixon 4,914.42$ 58,973.00$ 1440 0.24$ 345.60$ 4,147.20$
Total:58,973.00$ 707,676.00$ 4,003.20$ 48,038.40$
*The Palo Verde space will be located on the Greendell Temporary Campus for 2022-23.
Extended Day Care Spaces and Monthly Rent and Utilities Amounts
Exhibit A
A.1
Exhibit A
Extended Day Care Spaces At Sites
A.2
A.3
A.4
A.5
A.6
A.7
A.8
A.9
A.10
*The Palo Verde space will be located on the Greendell Temporary Campus for 2022-23.
A.11
A.12
A.13