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HomeMy WebLinkAboutStaff Report 15017 (2) City of Palo Alto (ID # 15017) City Council Staff Report Meeting Date: 12/12/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Approval of Lease and License of 300 Homer Ave. Roth Building between the City of Palo Alto and the Palo Alto Museum From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that the City Council review and approve the following: 1) Approve and authorize the City Manager or their designee to execute the lease agreement by and between the City of Palo Alto as landlord and Palo Alto History Museum as tenant (“Lease Agreement”) for the use of 300 Homer Ave. (Roth Building) for a term of 40 years in an amount not to exceed $40. a. Approve and authorize the City Manager or their designee to execute the License Agreement, Exhibit C to the Lease Agreement, for the use of the City Archives Room, to house and service the City-owned Historic Archives, to be built as part of the rehabilitation of 300 Homer Ave. with the City contributing to 9.6% of annual facility maintenance and operations including annualized capitalized investment costs of 300 Homer Ave. over the term of the Lease Agreement. Executive Summary Approval of the Lease Agreement and License Agreement will begin a 40-year agreement for the rehabilitation and use of the Roth Building (300 Homer Ave.) by the Palo Alto History Museum (“the Museum”) for the development and provision of a history museum for community use. This action reflects approval of two of the three necessary documents for construction to begin on this rehabilitation. These documents provide for the use of the facility at a rental cost of $1 per year with the City responsible for its fair share (9.6%) of the operating and maintenance costs of the building as a result of the City’s use of 1,305 square feet for the City-owned Historic Archives. Community facilities will be provided upon completion of the rehabilitation of the facility including three rooms of various size and use, ranging from a multipurpose room, classroom, and conference room. The Museum, upon completion of the rehabilitation work, will open within 12 months of substantial construction completion, and will be open to the public for a minimum of 20 hours per week. The third and final document, a Tenant Work Letter, is in progress and provides the terms and conditions for the Museum’s rehabilitation and capital improvements to the site. This is City of Palo Alto Page 2 expected to be brought for Council consideration as soon as feasible. Staff and the Museum are working on final language, updated construction costs, and the expected Museum Contribution, specifically related to inclusion of the federal earmark of $3 million that is expected to support this project. Background In April 2000, the City Council approved the $1,957,000 purchase of the Roth Building and its 0.41 acre site for potential development as a “public facility or alternative use if a public facility is not feasible,” in conjunction with the South of Forest Avenue Coordinated Area Plan (SOFA CAP). On May 20, 2002, Council approved a Request for Proposals (RFP) and directed staff to solicit proposals for the lease of the Roth Building. The RFP specified that preference be given to non-profit groups located in or serving Palo Alto, that the property be improved and operated at no cost to the City, and that public access to the Roth Building restrooms by users of the neighboring park be provided. In response to the RFP, one proposal was received in November 2003 from the Palo Alto Museum (The Museum or PAM). The Museum proposed to restore, preserve, and improve the historic Roth Building for use as a history museum. The Museum’s proposal was accepted by the Council in April 2004, at which time staff sent the Museum a draft Option and Lease Agreement for its review. On May 14, 2007, Council authorized the Mayor to execute the Option Agreement. The Option Agreement (2007 Lease Option) was executed on June 22, 2007 with a twenty-four-month term. Since 2007, The Museum personnel and City staff have examined a variety of proposals to fund the capital and operating needs of the Roth Building Museum. Although the City Council extended the 2007 Lease Option several times, in late 2018 the 2007 Lease Option lapsed and is no longer in effect. Additional background information is provided by prior staff reports listed in Attachment B. On June 21, 2021, as part of the FY 2022 budget adoption, the Council approved various actions related to the use and funding of the Roth Building and long term lease (CMR:12307, Minutes). Council directed staff to use a combination of the following funds to finance the rehabilitation of the building: Stanford University Medical Center Fund, Parks Impact Fees, and Community Center Impact Fees. In addition, as part of the FY 2023 budget adoption, the Council approved a Roth Building Rehabilitation Phase 1 capital project (PF-23001). Below is a summary table of the City’s contributions for the $10.5 million remaining project costs of the $12.3 million Roth Building rehabilitation1 as approved by the Council in June 2021. This work is intended to produce a “warm shell” at 300 Homer Avenue for further development and use by the Museum as a history museum. • TDR proceeds + $1.0 million contribution from the General Fund $5.1 M 1 This figure reflects the estimated cost by the Museum previously. This does not reconcile to include City costs for the restoration of the public art, City staff or City contractual services resources for this project. City of Palo Alto Page 3 • Library impact fees designated for the establishment of the City archives $0.3 M • Stanford University Medical Center (SUMC) Funds – Community & Infrastructure $2.0 M • Community Center Impact Fees $1.65 M • Parks Impact Fees $0.35 M Since August 2021, City staff has been meeting with representatives of the Museum including their legal team. The parties mutually agreed that it was essential to work out the key lease terms in order to begin preparing a new lease agreement structured on those key terms. As an interim check-in staff met with Council in closed session on August 21, 2021. Council provided input on draft key lease terms. Pursuant to Council’s input during closed sesssion, staff has continued to meet with representatives of the Museum on the draft terms, which are outlined below. The parties reached tentative agreement on many of the key terms for a new lease agreement. On November 15, 20212, the Council reviewed a list of key terms and provided City staff and the Museum direction on areas including: expectations for fee-setting, financial responsibilities for a security deposit, long-term maintenance, City fees, prevailing wage compliance, and payment and performance bonds. MOTION: Mayor DuBois moved, seconded by Council Member Kou to: A. Direct Staff to complete lease negotiations with Palo Alto History Museum in alignment with terms outlined in the staff report with following additional guidance: i. $10,000 security deposit; ii. Museum is responsible for long term maintenance; iii. Proceed with principles outlined in the presentation on the community room/facilities; iv. Reimburse the permit and processing fees and the City to pay for the payment/performance bonds; v. Museum is responsible for prevailing wage compliance payment of $15,000; vi. Staff to develop a contingency plan in the event that the museum does not meet its operating commitment (to be defined), which would allow the City to find other uses of the building; B. Request Staff to return with a lease and budget amendment within 90 days or sooner; and C. Extend the permit approvals when requested. MOTION SPLIT FOR THE PURPOSE OF VOTING PART A – ii, iii, v, vi AND PART C OF MOTION PASSED: 6-1, Tanaka no PART A – i, iv AND PART B OF MOTION PASSED: 5-2, Cormack, Tanaka no Staff brought forward a status update for Council as part of a closed session item, and an ad hoc committee was created by the Mayor to assist in finalizing discussions between parties. Mayor Burt and Councilmember Stone were assigned to the ad hoc committee in June 2022. 2 City Council, November 15, 2021; Agenda Item #14, https://www.cityofpaloalto.org/files/assets/public/agendas- minutes-reports/agendas-minutes/city-council-agendas-minutes/2021/11-november/20211115/20211115pccsm- amended-linked.pdf City of Palo Alto Page 4 Discussion Over the past year, City staff and the Museum have been corresponding regularly regarding three legal documents to formalize the current and long-term relationship between the parties: 1) Lease Agreement: This is a Lease Agreement by and between the City of Palo Alto as landlord and Palo Alto History Museum as tenant at the Roth Building 300 Homer Ave. 2) License Agreement: This is an exclusive License Agreement for the City Archives Room, referenced as Exhibit C to the Lease Agreement, and grants the City the license to use the “archives room.” 3) Tenant Work Letter: This is a Tenant Work Letter (TWL) for the Roth Building Warm Shell rehabilitation, referenced as Exhibit D to the Lease Agreement, and sets forth the terms and conditions for planned Phase 1 “warm shell” rehabilitation of the building including project funding. Each of these agreements provide direction over different components of the relationship between the parties and their authorized representatives. Below is a summary of terms included in the two agreements recommended for approval in this item. The agreements, containing the full terms and conditions, can be found in the attachments. As an exhibit to the Lease Agreement, a Tenant Work Letter is in progress that provides the terms and conditions for the museum’s rehabilitation and capital improvements to the site. This is a similar agreement structure to that used for the building of the new Palo Alto Museum and Zoo, however, the terms have been adjusted to reflect the unique parameters of this partnership. This is expected to be brought for Council consideration as soon as feasible. Staff and the Museum are working on final language, estimated costs, and the expected Museum Contribution, namely the federal earmark of $3 million that is expected to support this project. Roth Building –Lease Agreement Lease Provision (Section #) Summary of Key Terms 2. Premises Roth Building (300 Homer Avenue); Museum will lease entire building, including exclusive use and control of the surrounding premise • City will have exclusive use of the restrooms on the northeast side for restrooms for Heritage Park (“Heritage Park Restroom”). 3. Tenant Use Restore, preserve and improve the Building as an historic asset and make available to the Palo Alto community through displays; exhibits; interactive demonstrations; workshops; classes and lectures. • Open to the public within 12 months of substantial completion of initial tenant improvements (outlined in the City of Palo Alto Page 5 Roth Building –Lease Agreement Lease Provision (Section #) Summary of Key Terms TWL). • Open to the public for a minimum of 20 hours per week • Fee schedule to be approved by City and not unreasonably withheld or delayed • Museum may use facilities for fundraising activities and rental for corporate/private events • “Community Rooms” are areas for community center use and to be managed by mutual agreement between parties • City will not be charged a use fee by Museum for City events other than direct costs attributable to the City’s use • Parties may mutually agree to discuss repayment of Community Center Impact Fees in the future to the extent legally permissible and enter into a separate agreement to complete this. 4. Lease Term: 40-years, commencing upon mutual execution of the lease. 5. Rent: $1 per year. 7. Annual Reporting Museum will file the Form 990 (or the applicable successor form) with the IRS as required by law and concurrently deliver a copy to City Manager or City Manager’s designee. • Museum will provide City with annual reporting documents necessary to comply with restricted funds and grants used to fund the Initial Tenant Improvements. 9. Security Deposit: Per Council Direction, $10,000 security deposit 10. Initial Tenant Improvements: Complete the Initial Tenant Improvements per the terms and conditions specified in the TWL. 12. Assurance Of Construction Completion Payment and performance bond are to be obtained as outlined in the TWL 16. Maintenance Obligation of the Museum Museum responsible for all maintenance costs and repair, including provision of a maintenance plan. Costs exclude those outlined in section 17. • Cost may include but are not limited to: landscaping, electrical, plumbing, the roof, security system, windows, City of Palo Alto Page 6 Roth Building –Lease Agreement Lease Provision (Section #) Summary of Key Terms walls, the HVAC system, painting 17. Maintenance Obligation of City City responsible for the maintenance, repair and replacement, of the Public Parkside Restroom and the City Archives Room. Costs include • the repair and replacement of fixtures, wall and floor coverings, and doors. • public sidewalks, trees and landscaping between the public sidewalk and street • public Parkside restroom and archives facilities • maintenance and removal, as necessary, of trees immediately adjacent to the Building, including the oak tree in the Building’s courtyard. • maintenance, repair, protection, and any required restoration of the City’s Arnautoff Frescoes, including protection during construction of the Initial Tenant Improvements. The Parties acknowledge and agree that City’s foregoing obligations relate solely to the surface of the wall. City will complete any necessary refurbishment and repair of the Arnautoff Frescoes. • maintenance and repair of the water, electric and sewer lines serving the Public Parkside Restroom. 18. Utilities Museum responsible for all charges for utilities supplied to the Premises during the Lease Term • City is responsible for: obligations pursuant to the License Agreement and all utilities supplied to the Public Parkside Restroom and archives on a pro rata basis. 21. Tenant Sublease Rights • Subleasing space for office purposes is permitted subject to compliance with City ordinances, rules and regulations, including the CUP. • Museum has right to sublease up to 25% of the useable space in the Premises for a for-profit food service operator and/or a for-profit gift/book shop operator. • Museum will have the right to assign its interest in this Lease to a non-profit organization who agrees to abide by the Lease terms and conditions if approved by City. City of Palo Alto Page 7 As an exhibit to the Lease Agreement, there is a license agreement that provides the terms and conditions for the City’s exclusive use of the City Archives room, a 1,305 square foot room on the second floor. This space is intended to store the City’s historical documents and items that are currently in various locations such as Cubberley or storage rooms at City facilities. The City’s archive materials are owned by the City and currently managed by a contract between the Library Department and the Palo Alto Historical Association (PAHA). No change in the current operations of the City’s archives is expected, the only change expected is the location of the storage of the archives. The new storage will be a temperature-controlled room to assist in the preservation of the archive contents. Below is a summary of the license agreement, authorizing the City use of the archives room. Roth Building –License Agreement, Exhibit C to Lease Agreement License Provision (Section #) Summary of Key Terms 1. Archives Room Guy Miller Archives room, on the 2nd floor, occupying 1,305 sq feet as designated on the drawings. • City will have access to necessary entry and exit common areas including but not limited to hallways, stairwells, restrooms etc. 2. Term This is linked with the termination of the Lease Agreement, 40-year term. There is no annual rent as the City is the owner of the facility. 3. Use Facility will be used for storage and/or display of the City’s official archives and records and any ancillary, legal related uses • Available during standard hours Monday – Friday (consistent with Exhibit C) and at other times that do not unreasonably interfere with Museum’s use • Public access to the Archives Room will be limited to those times the Museum is open to the public 8. Maintenance City will maintain, replace, and repair the interior of the Archives Room and any systems exclusively serving 9. Operating Expense Reporting & Audit City will pay to Museum City’s proportionate share (“City’s Share”) of the Operating Expenses. City’s initial share is 9.6%. • Operating expenses are subject to annual reporting, audit at the City’s request and cost. 10. Operating Expense (Definition & Operating expenses include utilities and expenses for the repair, replacement and maintenance of the Building and the Building’s Exterior Common Areas with controllable expenses not to exceed a 3% City of Palo Alto Page 8 Roth Building –License Agreement, Exhibit C to Lease Agreement License Provision (Section #) Summary of Key Terms Allowable Costs) increase annually. Examples of allowable costs include: • replacement and repair of building systems and equipment such as the HVAC system, elevator, life safety, sprinkler systems and roof • the cost of utilities: water and sewer charges, electricity, trash pick- up, janitorial services, ventilation, supplies • access control/security costs, • establishment of reasonable reserves for capital • the cost of all capital improvements or replacements, provided that, if any such improvement or replacement constitutes a capital expenditure under generally accepted accounting principles. Stakeholder Engagement Staff met with representatives of the Museum including their counsel to discuss and negotiate the lease terms. Over these final 4 months, teams have maintained a weekly cadence to ensure continued progress including support and meeting with the ad hoc City Council members. Resource Impact The City and the Museum have spent significant resources to reach these agreements. Over the past year or so, staff have dedicated significant staffing resources and outside legal support. A FY 2023 Mid-Year budget amendment is expected recommending appropriation of $100,000- $200,000 to fund the legal contractual services needed to complete these documents. More significantly, there are varied impacts associated with the execution of these agreements. A) capital investment, B) maintenance and operations, and C) other miscellaneous costs. (A) Capital Investment: Council approved the Roth Building Rehabilitation Phase 1 capital project (PF-23001) as part of the FY 2023 adopted budget with $11 million in funding to complete the rehabilitation of the Roth Building based on estimated costs at the time. Funding was identified from various sources including impact fees, Stanford University Medical Fund, General Fund/Infrastructure Reserve, grant funds (as applied for by the Museum), and proceeds from the sale of transfer of development rights (TDRs). Construction costs are estimated to have increased over $1.3 million due to inflation since the approval of the prior funding plan. The forthcoming TWL in progress will reflect revised funding allocations which recognize and allocate additional grant funding from the County of Santa Clara and most significantly, an additional $3 million received through a federal earmark with the assistance of Congresswoman Anna Eshoo. These federal funds are to be used for the restoration and City of Palo Alto Page 9 rehabilitation of the Museum and will be critical to enabling the completion of this warm shell phase 1 of the project. (B) Maintenance and Operations City Share: The City is responsible for ongoing costs associated with the following items during the lease term. The cost for these services are unknown at this time but will be reported out through the annual budget process once the facility is rehabilitated and open. - City is solely responsible for the cost of the public sidewalks and landscaping between the sidewalk and street, trees including the trees immediately adjacent to the Roth building, public restroom, and Arnautoff frescos (public art). This includes utility costs, janitorial costs, and supplies. - City is responsible for a proportional share of operating expenses, as allocated by the Museum in alignment with allowable expenses in the license and subject to annual audit, for use of the City Archives facility (9.6%) based on square footage. These costs will be paid to the Museum on a monthly basis. These ongoing maintenance and operating costs will be brought forward as part of the base budget development, pending approval of these agreements, once these spaces are ready for occupancy. (C) Other Miscellaneous Costs: The City Council has provided some direction for the City to cover some costs already, including reimbursement of permit and processing fees and the City to pay for the payment/performance bonds (total cost estimated at $175,000). Staff anticipate bringing a recommended budget amendment to appropriate these funds in the FY 2023 Mid- Year Budget Review with funding to be taken from the Budget Stabilization Reserve. In addition, the City will either be responsible or need to partner with the Museum in the purchase of fixtures and furnishings for “community facilities” spaces such as the community room and the Guy Miller Archives Rooms. Upon completed rehabilitation, these spaces will be provided to the City in the form of a “warm shell” and will need to be further outfitted for productive use. Timeline Palo Alto Museum will assume responsibility for the property upon execution of these documents. It is expected that the history museum and their contractor Vance Brown will begin construction work as soon as practicable. Environmental Review Approval of the lease and license agreements is categorically exempt from the requirements of the California Environmental Quality Act under Article 19, Section 15301, existing facilities. Attachments: • Attachment A - Lease Agreement • Attachment B - License Agreement LEASE AGREEMENT BY AND BETWEEN CITY OF PALO ALTO AS LANDLORD AND PALO ALTO HISTORY MUSEUM AS TENANT ROTH BUILDING Attachment A - Lease Agreement i TABLE OF CONTENTS PAGE 1. DEFINITIONS ........................................................................................................... 2 2. LEASE OF PREMISES ............................................................................................... 4 3. REQUIRED, PERMITTED, AND OPTIONAL SERVICES AND USES .................................... 5 4. TERM ..................................................................................................................... 8 5. CONSIDERATION/RENT ............................................................................................ 8 6. CHARGE FOR UNAUTHORIZED SERVICES AND USES .................................................. 9 7. MUSEUM ORGANIZATIONAL DOCUMENTS AND MEMBERSHIP; ANNUAL REPORTING ...... 9 8. BASE RENT PAYMENT PROCEDURE.......................................................................... 9 9. SECURITY DEPOSIT ............................................................................................... 10 10. TENANT WORK LETTER; INITIAL TENANT IMPROVEMENTS ........................................ 10 11. ADDITIONAL CONSTRUCTION AND/OR ALTERATION BY MUSEUM .............................. 11 12. MUSEUM’S ASSURANCE OF CONSTRUCTION COMPLETION ....................................... 13 13. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS................................................. 14 14. RECORD DRAWINGS PLANS ................................................................................... 15 15. OWNERSHIP OF IMPROVEMENTS ............................................................................ 15 16. MAINTENANCE OBLIGATIONS OF MUSEUM .............................................................. 16 17. MAINTENANCE OBLIGATIONS OF CITY .................................................................... 17 18. UTILITIES ............................................................................................................. 18 19. INSURANCE .......................................................................................................... 18 20. HOLD HARMLESS .................................................................................................. 20 21. ASSIGNING, SUBLETTING, AND ENCUMBERING PROHIBITED ..................................... 21 22. DEFAULT BY MUSEUM .......................................................................................... 22 Attachment A - Lease Agreement ii 23. TAXES AND ASSESSMENTS .................................................................................... 23 24. EMINENT DOMAIN ................................................................................................. 23 25. HAZARDOUS SUBSTANCES .................................................................................... 24 26. NOTICES .............................................................................................................. 26 27. CERTIFIED ACCESS SPECIALIST DISCLOSURE ......................................................... 27 28. GOVERNING LAW .................................................................................................. 28 29. VENUE ................................................................................................................. 28 30. TIME ................................................................................................................. 28 31. SIGNS ................................................................................................................. 28 32. CONSTRUCTION .................................................................................................... 28 33. ENTIRE AGREEMENT; AMENDMENT ....................................................................... 29 34. NONDISCRIMINATION ............................................................................................. 29 35. INSPECTION .......................................................................................................... 29 36. SUCCESSORS IN INTEREST .................................................................................... 29 37. FORCE MAJEURE .................................................................................................. 29 38. PARTIAL INVALIDITY .............................................................................................. 30 39. WAIVER OF RIGHTS .............................................................................................. 30 40. ATTORNEY FEES ................................................................................................... 30 41. RESERVATIONS TO CITY ........................................................................................ 30 42. HOLDING OVER .................................................................................................... 30 43. DISPOSITION OF ABANDONED PERSONAL PROPERTY .............................................. 31 44. QUITCLAIM OF MUSEUM’S INTEREST UPON TERMINATION ........................................ 31 45. CITY’S RIGHT TO RE-ENTER .................................................................................. 31 46. CONFLICT OF INTEREST ........................................................................................ 31 Attachment A - Lease Agreement iii 47. ALL COVENANTS ARE CONDITIONS ........................................................................ 32 48. PARTIES OF INTEREST ........................................................................................... 32 49. RECORDATION OF LEASE ...................................................................................... 32 50. QUIET POSSESSION .............................................................................................. 32 51. AUTHORITY .......................................................................................................... 32 52. EXHIBITS TO LEASE .............................................................................................. 32 53. COUNTERPARTS ................................................................................................... 33 Attachment A - Lease Agreement 1 Project: Roth Building 300 Homer Avenue LEASE AGREEMENT # This Lease Agreement is made this ______ day of _________, 2022 (the “Effective Date”), by and between the City of Palo Alto, a California chartered municipal corporation (“City”), and the Palo Alto History Museum, a California nonprofit public benefit corporation (“Museum”) (individually, a “Party” and, collectively, the “Parties”). RECITALS: A. In April 2000, City purchased the real property and improvements located at 300 Homer Avenue, Palo Alto, Santa Clara County, California, which includes the building commonly referred to as the “Roth Building” as depicted on Exhibit A attached hereto (the “Building”). B. On May 20, 2002, City’s City Council (the “Council”) approved a request for proposals for leases of the Building. The RFP specified that preference be given to non-profit groups located in or serving Palo Alto, that the Building be improved and operated at no cost to the City and that public access to the Building’s Public Parkside Restroom (as defined below) be provided to users of the neighboring City park. C. In November 2003 Museum submitted a proposal to lease the Building for the purpose of (a) developing and operating the Building for use as a history museum and (b) restoring and preserving the Building. Council ultimately accepted Museum’s proposal. Pursuant to the terms of a lease option agreement between City and Museum dated June 22, 2007 (the “Lease Option”), City granted Museum an exclusive option to lease the Building. During the 24-month period during which Museum could exercise its option (the “Original Option Term”), Museum was to develop specific plans, obtain financing, and satisfy other covenants, terms and conditions set forth therein prior to exercising the option and implementing the project described in the foregoing proposal. D. Following execution of the Lease Option, Museum and City staff examined a variety of proposals to fund the capital and operating needs of the project described therein. During this period, the Original Option Term was extended multiple times by the Parties to provide Museum additional time to satisfy the conditions to proceed with such project. The Museum did not exercise the option and the Lease Option ultimately expired on November 30, 2018. The Lease Option is of no further force or effect. E. Following expiration of the Lease Option, the Parties continued informal discussions about the lease of the Building and implementation of the foregoing project. This included completion of right to entry agreements with the Museum in February 2019, amended in May 2019 and January 2020 and a new right of entry entered into October 14, 2021 for up to six months. Attachment A - Lease Agreement 2 F. As part of the FY 2022 Adopted Budget process, on June 21, 2021 Council approved a new path forward for the Project (defined below) directing City staff to use a combination of funding sources, including funds raised by the Museum, restricted impact fees and certain grant funding, to provide $10.5 million towards the anticipated $12.3 million cost to rehabilitate the Building to produce a “warm shell” for Museum to occupy and use the Building. The Parties acknowledge that City’s contribution of such funds is conditioned upon Museum’s compliance with requirements necessary to support the use of certain restricted funds for the Project. G. To effectuate the Project and City’s goals for the Building in accordance with the FY 2022 Adopted Budget, City desires to lease the Building to Museum and provide funds for the Project in accordance with the covenants, terms and conditions set forth below. H. The exterior front wall of the Building that faces the courtyard contains the Victor Arnautoff Frescoes depicting the history of medicine (the “Arnautoff Frescoes”). These frescoes have been accessioned into the City Art Collection and will be protected, repaired and maintained by City as its sole cost in accordance with this Lease. NOW, THEREFORE, in consideration of the covenants, terms and conditions, the Parties mutually agree, as follows: 1. DEFINITIONS “Alterations” has the meaning set forth in Section 11(A) of this Lease. “Arnautoff Frescoes” has the meaning set forth in Recital H of this Lease. “Arnautoff Frescoes Grant” means the January 27, 2022 $105,150.00 grant from Santa Clara County HGP (Historic Grant Program) for the rehabilitation of the Arnautoff Frescoes. “Base Rent” has the meaning set forth in Section 5(A) of this Lease. “Building” has the meaning set forth in Recital A of this Lease. “Building’s Exterior Common Areas” has the meaning set forth in Section 16(A) of this Lease. “City” has the meaning set forth in the introductory paragraph of this Lease. “City Archives Room” has the meaning set forth in Section 3(A) of this Lease. “City Manager” means the then serving City Manager of the City. Attachment A - Lease Agreement 3 “Commencement Date” means the date that the Parties mutually execute the Tenant Work Letter in accordance with Section 10 of this Lease. “Community Rooms” has the meaning set forth in Section 3(A) of this Lease. “Council” has the meaning set forth in Recital B of this Lease. “County Grant Agreements” means the grants awarded and established for the rehabilitation of the Building are set forth in Exhibit F attached hereto which will be used to partially fund the Project. The Parties acknowledge that the Arnautoff Frescoes Grant is not part of the Project. “CUP” means the Minor Architectural Review and Conditional Use Permit Approval 18PLN-00321. “Effective Date” has the meaning set forth in the introductory paragraph of this Lease. “Hazardous Materials” has the meaning set forth in Section 25(A) of this Lease. “Initial Tenant Improvements” means Museum’s rehabilitation and improvement of the Premises performed in accordance with the Tenant Work Letter. “Lease” means this Lease Agreement, including all exhibits and schedules hereto, and any amendments thereto. “Lease Option” has the meaning set forth in Recital C of this Lease. “Lease Term” has the meaning set forth in Section 4 of this Lease. “License Agreement” means the License Agreement attached hereto as Exhibit C and incorporated herein by reference. “Maintenance Plan” has the meaning set forth in Section 16(B). “Museum” has the meaning set forth in the introductory paragraph of this Lease. “Original Option Term” has the meaning set forth in Recital C of this Lease. “Party” and “Parties” have the meaning set forth in the introductory paragraph of this Lease. “Premises” means the Building, provided that, upon completion of the construction of the Public Parkside Restroom, the Premises shall expressly exclude the Public Parkside Restroom. Attachment A - Lease Agreement 4 “Project” means the rehabilitation of the Building contemplated by the Tenant Work Letter. “Public Parkside Restroom” has the meaning set forth in Section 3(A). “Real Property Manager” means the then serving Real Property Manager of the City. “Rent” means Base Rent and any other amounts payable hereunder from Museum to City unless otherwise specified herein. “Security Deposit” means the sum of Ten Thousand Dollars ($10,000) to be held by City in accordance with Section 9. “Tenant Work Letter” has the meaning set forth in Section 10 of this Lease. 2. LEASE OF PREMISES A. In consideration for the obligations of Museum hereunder, and for other consideration as specified herein, City does hereby lease to Museum and Museum does hereby hire and take from City the Premises upon the terms and conditions of this Lease. The purpose of this Lease is to allow Museum to undertake the Project and the construction of the Initial Tenant Improvements in accordance with the Tenant Work Letter, and upon completion of the Initial Tenant Improvements, to develop and operate the Premises as a history museum open to the public, according to the covenants, terms and conditions of this Lease. B. Landlord will tender possession of the Premises to Museum on the Commencement Date. Notwithstanding the foregoing, during normal business hours or as otherwise reasonably agreed to in advance by City, Museum and its agents and representatives may enter the Premises in accordance with this Section 2 to inspect the Premises and/or if related to the preparation of the Tenant Work Letter. Prior to such entry Museum will deliver to City certificates of insurance for all insurance that Museum is required to maintain under this Lease. If Museum enters the Premises before the Commencement Date under this Section 2, all of the terms and provisions of this Lease will apply to Museum’s entry on and use of the Premises, and Museum will abide by all of such terms and provisions, provided that Museum will owe no Base Rent for the period of such early access. C. Museum accepts the Premises in “AS IS, WHERE IS” condition and configuration without any representations or warranties by City, and subject to all matters of record and all applicable laws, ordinances, rules and regulations, with no obligation of City to make repairs, alterations or improvements to the Premises except as expressly provided in this Lease. Museum acknowledges that it has had a right of access to the Premises under the Lease Option and via right of entry agreements and prior to execution Attachment A - Lease Agreement 5 of this Lease and has therefore been afforded a full opportunity to inspect all aspects of the Premises, its state of maintenance and repair, and based thereon, accepts possession of the Premises in its current condition. D. Upon completion of the construction of the Public Parkside Restroom, the Museum will turn over the Public Parkside Restroom to the City, and thereafter, the Premises will expressly exclude the Public Parkside Restroom, and, except to the extent caused by the gross negligence or willful misconduct of Museum or Museum’s Agents (as defined below), City will be solely responsible and liable for the use, operation, repair, maintenance and replacement of the Public Parkside Restroom. 3. REQUIRED, PERMITTED, AND OPTIONAL SERVICES AND USES Museum enters into this Lease with a desire to restore, preserve and improve the Building as an historic asset and make that asset available to the Palo Alto community in the following ways: through displays; exhibits; interactive demonstrations; workshops; classes and lectures. Museum further desires to use the Building to provide a place to learn about the people, places and events that played a part in Palo Alto history. In furtherance of the foregoing, during the Lease Term the following required, permitted, and optional services and uses will be provided, permitted or prohibited on the Premises, including any additions or modifications to the Premises as may be approved by City. A. Required Services and Uses. Throughout the Lease Term, Museum will provide the following services and engage in the following uses at the Premises: 1. Rehabilitation, preservation and improvement of the Building as contemplated by the Tenant Work Letter. 2. As part of the Initial Tenant Improvements, Museum will construct a restroom on the northeast side of the Building as shown on Exhibit B that will be made available and accessible by the City at no charge to the public, including users of the adjacent City park commonly known as Heritage Park, which is accessible from the exterior of the Building (the “Public Parkside Restroom”) (subject to City’s responsibilities for maintenance and repair set forth in Section 17 hereof). 3. Displays, exhibits and demonstrations relating to local history. 4. Subject to force majeure delays as described in Section 37 below, within twelve (12) months following the date of substantial completion of the Initial Tenant Improvements in accordance with the Tenant Work Letter, Museum will be open to the public for a minimum of twenty (20) hours per week, except as otherwise provided or permitted under this Lease. Subject to City’s prior written approval of the fee schedule to be used by Museum (including prior written approval of any changes to a previously approved fee schedule), with such approval not unreasonably withheld or delayed, during the Lease Term Museum may charge (i) admission fees to the Premises operated as a Attachment A - Lease Agreement 6 museum, (ii) membership fees to members of the Museum and (iii) fees to members and non-members for their special private use events held at the Premises. 5. As part of the Initial Tenant Improvements, Museum will construct the portion of the Building to be used as a community meeting room(s) identified as “Community Center Use” areas on Exhibit B which will be made available for use by neighborhood/community groups and the City (“Community Rooms”). The terms and policies of such use (including reservation procedures and use fees and charges) will be determined by mutual agreement of the City and Museum prior to the opening of such Community Rooms for the uses described herein and may be reasonably adjusted by mutual agreement of the City and Museum from time to time. When establishing and subsequently modifying the foregoing terms and policies, the Parties will endeavor to ensure that such terms and policies are consistent with the principles set forth in Exhibit E attached hereto. While in no way limiting City’s rights under the License Agreement, the Parties acknowledge and agree that City may reserve and use Community Rooms and other rooms in the Premises for City sponsored events and other City purposes and City will not be charged a use fee by Museum for such use provided that City will reimburse Museum for any direct costs attributable to City’s use which are not included in the Premises’ general Operating Expenses (as defined in the License Agreement), such as additional janitorial or security services incurred for the specific use. Notwithstanding the foregoing, if City intends to reserve and use any portion of the Premises not deemed part of the Community Rooms, City will provide reasonable prior notice to Museum of City’s proposed use and Museum will have the right to refuse such use by City if Museum use of such non-Community Room space at the time of City’s proposed use will conflict with City’s use, as the Parties acknowledge that Museum’s use of the non-Community Room space will take priority over City use. 6. As part of the Initial Tenant Improvements, Museum will construct the portion of the second floor of the Building to be used for the storage and display of City’s official archives identified on Exhibit B (the “City Archives Room”). During the Lease Term, City will have the exclusive right to use the City Archives Room in accordance with the terms of License Agreement. 7. The use of the Premises by Museum and its agents and representatives will at all times comply with the requirements and conditions associated with the impact fees (pursuant to California Government Code Section 66000 et seq. and Palo Alto Municipal Code chapter 16.58) and grants used by the Parties to contribute to the cost of the Project including without limitation the requirements and conditions of County Grant Agreements. Museum and the City will mutually cooperate to take all actions reasonably required (i) to ensure compliance with such requirements and conditions, (ii) to obtain reimbursement from the County under the County Grant Agreements, and (iii) to address any legal challenge to use of such funds related to the Attachment A - Lease Agreement 7 Project or use of the Building; provided, that the foregoing shall not be interpreted to require the Museum to repay to the City any impact fees. The Parties acknowledge and agree that the Arnautoff Frescoes Grant requires a fundraising match from the community in the amount of $110,150 and Museum will be solely responsible for providing such funds in accordance with the Arnautoff Frescoes Grant. B. Permitted Services and Uses. In addition to the required services and uses set forth above, during the Lease Term the following services and uses will be permitted, but only as they may be incidental to the required services and uses: 1. Workshops, classes and lectures associated with museum purpose; 2. Administrative offices and storage space to support the required services and uses under this Lease; 3. Fund-raising activities only to support the required services and uses, including, but not limited to, sales of goods and gifts related to the museum use, operation of a cafe and the hosting of benefits and social activities; and/or 4. Periodic rental of rooms and other portions of the Premises by community groups and individuals, but in no event will such rental interfere with or limit the required services and uses of the Premises as set forth above. Notwithstanding the foregoing, Museum may periodically rent portions of the Premises to organizations and individuals for events unrelated to the required services and uses for the purpose of fund- raising to support the required services and uses so long as the timing and frequency of such events do not interfere with the obligation of Museum to provide the required services and uses (for example, and not by way of limitation, Museum may rent the facilities for evening corporate events). C. Additional Services and Uses. Subject to the prior written approval of the City Manager or the City Manager’s designee, Museum may also use the Premises to provide additional services and uses which are ancillary to and compatible with the required services and uses stated above and not in conflict with the required services and uses. In addition, and also subject to the prior written approval of the City Manager or designee, Museum may also use the Premises to conduct revenue-generating events or operations so long as (i) such uses do not materially interfere with Museum’s ability to provide the required services and uses described in Section 3(A) hereof, (ii) such services and uses will not result in damage to the Premises or materially impair the operations conducted on the Premises, and (iii) all net revenue generated by such services and uses are devoted exclusively to funding the activities of Museum conducted at the Premises. In each case, the approval of the City Manager or designee will not be unreasonably withheld. Attachment A - Lease Agreement 8 D. Prohibited Uses. The above listed required, permitted and optional services and uses will be the only services and uses permitted upon or from the Premises. Museum agrees that no activity will be conducted or carried on, in or around the Premises in violation of the terms of this Lease, or any regulation, order of law, statute, ordinance or permit of a governmental agency having jurisdiction over Museum’s use of the Premises, including without limitation the CUP. E. Special Uses. Museum will have the following rights: 1. The Parties acknowledge that Museum will have the exclusive right to use the Building Exterior Common Areas (defined below) as part of the Premises and such areas and their use are otherwise subject to the covenants, terms and conditions of this Lease. 2. Museum will have the right to temporarily close the Museum operations to conduct repairs, make alterations, change exhibits, and observe holidays. F. Repayment of Community Center Impact Fees. The Parties acknowledge that City will contribute Community Center Impact Fees to fund a portion of the City Contribution (as defined in the Tenant Work Letter) in conjunction with the construction of the Community Rooms as part of the Project. If during the Lease Term Museum desires to convert a Community Room(s) to areas of exclusive use for Museum programming, Museum will notify City of its desire to convert such Community Room(s) and the Parties will meet and confer to discuss the possibility of such conversion including the repayment to City of a portion of the Community Center Impact Fees included in the City Contribution. If the Parties mutually agree (at each Party’s sole discretion) to the terms of such conversion, the Parties will enter into a separate agreement to effectuate the conversion and amend this Lease as applicable to reflect such change to the Community Rooms. 4. TERM The term of this Lease (“Lease Term”) will be four hundred eighty (480) months, beginning on the Commencement Date and will terminate at midnight on the last day of the four hundred eightieth (480th) full calendar month following the Commencement Date. 5. CONSIDERATION/RENT A. Rent. As partial consideration for the Lease, Museum will pay to City One Dollar ($1.00) per year as “Base Rent” in accordance with Section 8 hereof. Museum alternatively may pay City the sum total of all Base Rent that would be due and payable over the Lease Term thereof in advance at the commencement of the Lease Term. All items of Rent other than Base Rent will be due and payable by Museum within thirty (30) days after billing by City. Attachment A - Lease Agreement 9 B. Non-Monetary Consideration. In addition to the rent set forth in Section 5(A) hereof, Museum will develop and operate the Premises at no cost to City as a museum consistent with the terms of this Lease (subject to City’s contribution to costs of the Initial Tenant Improvements in accordance with the Tenant Work Letter and City’s maintenance and cost reimbursement obligations related to the Public Parkside Restroom and the City Archives Room set forth herein and in the License Agreement). 6. CHARGE FOR UNAUTHORIZED SERVICES AND USES Museum will pay City a sum equal to one hundred percent (100%) of the net receipts (determined after deduction of all costs reasonably incurred by Museum for conducting the activity in question) for any service or use that is not permitted or authorized by Section 3 hereof. The existence of such charge or the payment or receipt of money under this Section does not constitute an authorization of a particular service or use and does not constitute a waiver of City’s right to terminate such service or use. 7. MUSEUM ORGANIZATIONAL DOCUMENTS AND MEMBERSHIP; ANNUAL REPORTING A. Changes in restrictions, rules, articles of incorporation or bylaws of Museum which change or modify the essential character or membership requirements of Museum will, prior to being put into effect, be reviewed and approved by the City Manager and the City’s City Attorney, which approval will not be unreasonably withheld. Museum’s rules, articles of incorporation and bylaws, and any amendments thereto, will be on file with the Real Property Manager during the Lease Term. B. On or before its due date, Museum will file the Form 990 (or the applicable successor form) with the IRS as required by law and concurrently deliver a copy of such Form 990 to City Manager or City Manager’s designee. Upon prior reasonable notice, Museum will provide City with annual reporting and other documents necessary to comply with any requirements associated with restricted funds and grants used to fund the Initial Tenant Improvements or the Building’s operation, including requirements established by any applicable granting agency and/or City’s third-party auditors. 8. BASE RENT PAYMENT PROCEDURE A. Payment of Base Rent. Except as otherwise provided in Section 5(A), on or before each annual anniversary date of the Lease Term, Museum will pay to City the Base Rent as set forth in Section 5 hereof. B. Commencement of Obligation. Museum’s obligation to pay the Base Rent will commence upon the Commencement Date. Attachment A - Lease Agreement 10 C. Place of Payment. Rental payments will be delivered to the Revenue Collections Division, 250 Hamilton Avenue, P. O. Box 10250, Palo Alto, CA 94303. The designated place of payment may be changed at any time by City upon ten (10) days’ prior written notice to Museum. Rental payments may be made by check or draft made payable to the City of Palo Alto. Museum assumes all risk of loss if payments are delivered by mail but are not received by City. 9. SECURITY DEPOSIT On the Commencement Date, Museum will deliver to City the Security Deposit and said Security Deposit will be held by City without liability for interest (unless required by law) as security for the performance of Museum’s obligations. The Security Deposit is not an advance payment of rent or a measure of damages. City may from time to time and without prejudice to any other remedy provided in this Lease or by law, use all or a portion of the Security Deposit to the extent necessary to satisfy past due rent or to satisfy or partially satisfy Museum’s default under this Lease or to reimburse or compensate City for any liability, expense, loss or damage which City may suffer or incur by reason thereof. The Security Deposit will be retained by City as a debtor and not as a trustee. City will not be required to keep said Security Deposit separate from its general accounts. If City so uses or applies any portion of the Security Deposit, then within fifteen (15) days after demand thereof, Museum will deposit cash with City in an amount sufficient to restore the deposit to its full amount thereof, and Museum’s failure to do so will constitute a default under this Lease. If there are no payments to be made from the Security Deposit as set forth in this Section, or if there is any balance of the Security Deposit remaining after all payments have been made, the Security Deposit, or such balance thereof remaining, will be refunded to Museum after expiration or earlier termination of this Lease and Museum’s vacation of the Premises. No trust relationship is created herein between City and Museum with respect to said Security Deposit. Museum’s payment of the Security Deposit will not limit Museum’s liability to City for the payment of amounts due to City by Museum in excess of the amount of the Security Deposit. Museum hereby waives the benefit of the provisions of California Civil Code §1950.7, or any successor statute. 10. TENANT WORK LETTER; INITIAL TENANT IMPROVEMENTS To document the Parties’ additional obligations related to the construction of the Initial Tenant Improvements, following the Effective Date the Parties will endeavor in good faith to agree upon a mutually acceptable tenant work letter (“Tenant Work Letter”). Upon mutual agreement of the Tenant Work Letter, the Parties will execute the Tenant Work Letter and attach a copy of the executed Tenant Work Letter hereto as Exhibit D. If the Parties fail to execute a Tenant Work Letter within 60 days following the Effective Date or as otherwise mutually agreed, this Lease will automatically terminate and be of no further force or effect. Attachment A - Lease Agreement 11 Commencing upon the execution of the Tenant Work Letter, Museum will in an efficient, good, and workmanlike manner complete the Initial Tenant Improvements to the extent required by and in accordance with the terms and conditions specified in the Tenant Work Letter. If the Tenant Work Letter is terminated at no fault of City, City may at its option terminate this Lease upon written notice to Museum. 11. ADDITIONAL CONSTRUCTION AND/OR ALTERATION BY MUSEUM A. City’s Consent. Except for the Initial Tenant Improvements, no additional structures, improvements, or facilities (collectively, “Alterations”) will be constructed, erected, altered, or made on or within the Premises without the prior written consent of the Council (if the same is required by any City policy, procedure or ordinance), or otherwise by the City Manager or the City Manager’s designee, which consent will not be unreasonably withheld. Museum understands that any consents granted by City under this Lease will be deemed to be granted by the City in its proprietary capacity as City and not in its regulatory capacity as the City of Palo Alto. Notwithstanding anything to the contrary herein, Museum shall not be required to obtain consent of the City, Counsel or City Manager to any of the following (“Permitted Alterations”): (1) the design, location, configuration, installation or display of Museum’s exhibits and artifacts and alterations required in connection therewith, (2) purely cosmetic Alterations, such as painting, carpeting or floor coverings or (3) non-structural alterations, additions and improvements in the Premises, if the cost of any such project does not exceed Fifty Thousand Dollars ($50,000). Museum will deliver to City reasonable prior written notice of any Permitted Alterations under clause (3) of the definition thereof, including a reasonable description of such Permitted Alterations and the proposed schedule for the work. B. Strict Compliance with Development Plans and Construction Drawings. Any Alterations constructed by Museum within the Premises will be constructed in an efficient and workmanlike manner and in strict compliance with (1) except for Permitted Alterations, detailed plans and specifications approved by the Council (if the same is required by any City policy, procedure or ordinance), or otherwise by the City Manager or City Manager’s designee, and (2) all applicable laws. All Alterations will be performed by contractors who have and will maintain during the course of such work all current licenses required by the State of California and such contractors will maintain insurance in amounts and in such form as City may reasonably require. C. Asbestos and Lead Paint. The Parties are aware of lead paint and asbestos-laden materials in the Building. Museum will be solely responsible for any lead and asbestos abatement or containment on the Premises to the extent required under all applicable federal, state and local building and safety codes and regulations, and will fully comply with any applicable asbestos notification requirements under California Health and Safety Code §§25915 et seq., as amended. D. Compliance with Law. Museum warrants that all construction or improvement of the Premises will comply with all applicable laws, including without Attachment A - Lease Agreement 12 limitation the federal Americans with Disabilities Act of 1990, as amended, including the Act’s implementing regulations, as amended (collectively, the “ADA”). To the extent feasible, Museum will be entitled to utilize the California State Historic Building Code to achieve compliance with the ADA. E. Certificate of Inspection. Upon completion of construction of any substantial Alterations to the Premises, Museum will submit to the Real Property Manager a Certificate of Inspection, verifying that the construction was completed in conformance with Title 24 of the California Code of Regulations for non-residential construction. To the extent feasible, Museum will be entitled to utilize the California State Historic Building Code to achieve compliance with the aforementioned Title 24. F. Liens. Except to the extent caused by City’s default of its obligations under the Tenant Work Letter, Museum will at all times indemnify and save City harmless from all claims for labor or materials supplied in connection with construction, repair, alteration, or installation of structures, improvements, equipment, or facilities within the Premises, and from the cost of defending against such claims, including attorney’s fees. G. Prevailing Wages. Museum acknowledges and agrees any work or improvements (including any Alterations) made by or on behalf of Museum to the Premises, or any portion thereof, will constitute “[c]onstruction, alteration, demolition, installation, or repair work done under contract and paid for in whole or in part out of public funds…”. (California Labor Code section 1720.) Museum will comply with any applicable laws, rules and regulations related to construction wages and other construction matters, if and to the extent applicable to the Premises after the Commencement Date including, but not limited to, the provision of Labor Code Section 1720 et seq. From and after the Commencement Date, Museum will indemnify, defend (with counsel reasonably acceptable to City), and hold harmless the City and its officers, agents and employees against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including Museum and its contractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et seq., to employ apprentices pursuant to Labor Code Sections 1777.5 et seq., to require any contractor or subcontractor listed on a bid proposal for a public works project be registered with the Department of Industrial Relations pursuant to Labor Code Section 1725.5, to comply with the other applicable provisions of Labor Code Sections 1720 et seq. and 1777.5 et seq., to meet the conditions of Section 1771.4 of the Labor Code, to require the general contractor for any prevailing wage work to furnish electronic certified payroll records directly to the Labor Commissioner at: https://apps.dir.ca.gov/ecpr/das/altlogin, or to comply with any other regulation related to public contracts. Museum’s obligation to indemnify, defend and hold harmless under this Section will survive termination of this Lease, and will be interpreted broadly so as to apply to any legal or administrative proceeding, arbitration, or enforcement action. Attachment A - Lease Agreement 13 H. Access to Premises During Alterations. During construction of any Alterations by Museum, Museum will endeavor to limit any material interference with City’s or the public’s use of the Community Rooms and/or the Archives Room hereunder. 12. MUSEUM’S ASSURANCE OF CONSTRUCTION COMPLETION Prior to commencement of any Alterations (excluding Permitted Alterations), Museum will furnish the Real Property Manager with satisfactory evidence that sufficient funds will be available to complete the approved construction. The amount of such assurance will be not less than one hundred percent (100%) of the total estimated construction cost for the Alterations submitted to and approved by City. Evidence of such assurance will take one of the forms described below and will guarantee Museum’s full and faithful performance of all of the covenants, terms, and conditions of this Lease: A. Completion bond naming City as beneficiary; B. Performance and payment bonds, supplied by Museum’s contractor or contractors, provided the bonds are issued with both Museum and City named as beneficiaries; C. Irrevocable letter of credit from a financial institution naming City as beneficiary; or D. Any combination of the above. Notwithstanding the foregoing, City acknowledges and agrees that with respect to the Initial Tenant Improvements only, the performance and payment bonds provided by Museum’s contractor in accordance with the Tenant Work Letter satisfy Tenant’s obligations under this Section 12. All bonds and letters of credit must be issued by a company qualified to do business in the State of California, must be in a form acceptable to the City’s Director of Administrative Services and the City’s City Attorney, and must ensure the faithful and full observance and performance by Museum of all of the covenants, terms, and conditions relating to the construction of improvements in accordance with the development plans and construction plans approved by City as set forth in this Lease. To the extent a letter of credit is utilized, the amount of the letter of credit will be substantially equal to the estimated cost to complete all approved construction, and City will cooperate with Museum to structure the letter of credit so that its amount may be periodically reduced to reflect the remaining cost to complete all approved construction, to permit Museum to recover from the issuer of the letter of credit any collateral to actually pay for the construction in progress with such collateral that is no longer needed. Attachment A - Lease Agreement 14 City may request, and Museum will provide promptly, a revised estimated construction cost estimate upon the completion of each new set of construction documents. Museum will furnish this revised estimate to the Real Property Manager. 13. DAMAGE TO OR DESTRUCTION OF IMPROVEMENTS Subject to the Parties’ rights and obligations under Section 20, prior to the Commencement Date City shall have the sole obligation to operate, maintain, repair and replace the Building and the Building Exterior Common Areas, including, without limitation, performing all obligations of Museum set forth in this Section 13 with respect to repair and restoration of any damage or destruction to the Building. Commencing on the Commencement Date and prior to the completion of the Initial Tenant Improvements, in the event of damage to or destruction of the Building, facilities, or improvements located within the Premises, the Parties’ obligations to repair such damage or destruction will be governed by the Tenant Work Letter. After completion of the Initial Tenant Improvements, in the event of damage to or destruction of the Building, facilities, or improvements located within the Premises, or in the event the Building, facilities, or improvements located within the Premises are declared unsafe or unfit for use or occupancy by a public entity with the authority to make and enforce such declaration, Museum will, within thirty (30) days, commence and diligently pursue to completion the repair, replacement, or reconstruction of improvements necessary to permit full use and occupancy of the Premises for the purposes required by this Lease. Repair, replacement, or reconstruction of improvements within the Premises will be accomplished in a manner and according to plans approved by the City Engineer, the Chief Building Official and the Real Property Manager. Except as otherwise provided herein, the termination of this Lease will not reduce or nullify Museum’s obligation under this Section. Notwithstanding the foregoing, should the Building and other improvements on the Premises be more than fifty percent (50%) destroyed or damaged by an insured loss during the last ten (10) years of the Lease Term, Museum will have the option of rebuilding or repairing such damage or terminating this Lease. In addition, Museum will have the option of rebuilding or repairing such damage or terminating this Lease if insurance proceeds actually recovered by Museum on account of the loss are less than ninety percent (90%) of the estimated cost to restore the damage. Museum will notify the Real Property Manager in writing of its decision within thirty (30) days of the occurrence of such damage or destruction. In the event that Museum elects to terminate this Lease and not rebuild or repair such damage, Museum will demolish any remaining structures or portions of structures not desired by City and clean up any and all debris and (after deducting such demolition and cleanup costs) will pay to City the remaining insurance proceeds received by Museum provided that Museum will retain the “Museum Portion” of such proceeds as calculated in accordance with the following formula: Museum Portion = C(R/T) Attachment A - Lease Agreement 15 Where: C = Total amount of the Museum Contribution (as defined in the Tenant Work Letter) expended to complete the Initial Tenant Improvements in accordance with the Tenant Work Letter plus the cost of any other Alterations (excluding Permitted Alterations) paid for by the Museum thereafter as of the date of such casualty. R = Remaining number of months of the Lease Term following completion of the demolition and debris removal by Museum pursuant to this Section 13. T = The total Lease Term. Museum’s liability for demolition and cleanup will be limited to insured losses including any deductible amount. In case of destruction to the improvements located on the Premises, there will be no abatement or reduction of Rent as a result thereof. Museum waives the provisions of California Civil Code Sections 1932(2) and 1933(4), or any successor statute thereto or similar statute hereinafter enacted, which relate to termination of leases when the thing leased is destroyed and agrees that any such event will be governed solely by the terms of this Lease. 14. RECORD DRAWINGS PLANS Upon completion of any Alterations, Museum will provide the Real Property Manager with a complete set of reproducible record drawings plans, reflecting the actual construction, building construction and site improvements within or upon the Premises. These record drawings plans will be made available in electronic AutoCAD format, or in another form reasonably requested by City, and delivered to the Real Property Manager. Museum will also provide the Real Property Manager with a statement signed by Museum under penalty of perjury certified as to accuracy and of actual construction costs for all such improvements. 15. OWNERSHIP OF IMPROVEMENTS All improvements constructed, erected or installed upon the Premises must be free and clear of all liens, claims, or liability for labor or material and will become the property of City, at its election, upon the expiration or earlier termination of this Lease and, upon City’s election, will remain upon the Premises upon the termination of this Lease. Title to all equipment, furniture, furnishings and trade fixtures placed by Museum upon the Premises will remain in Museum, and replacements, substitutions and modifications thereof may be made by Museum throughout the Lease Term. Museum may remove such fixtures and furnishings upon termination of this Lease if Museum is not then in default under this Lease, provided that Museum will repair to the satisfaction Attachment A - Lease Agreement 16 of City any damage to the Premises and improvements caused by such removal and provided that usual and customary lighting, plumbing and heating fixtures will remain upon the Premises upon termination of this Lease. 16. MAINTENANCE OBLIGATIONS OF MUSEUM A. General Obligations. During the Lease Term, Museum, at its sole expense, will perform all regular and extraordinary maintenance and repairs to the Premises and the Building’s Exterior Common Areas. “Building’s Exterior Common Areas” will mean: (i) the Building’s front courtyard (including landscaping), (ii) the Building’s adjacent rear paved patio and arcade area (which will be constructed as part of the Initial Tenant Improvements) as such areas are more fully depicted on Exhibit B, and (iii) the landscaping located between the Building and Homer Avenue and Bryant Street, respectively (but the Museum has no obligations with respect to the public sidewalks or the trees and landscaping between the public sidewalks and the street). Such maintenance and repair obligations shall include, but not be limited to, electrical, plumbing, the roof, security system (if any), windows, walls and the HVAC system, including all painting necessary to keep the Premises and the Building’s Exterior Common Areas in first-class order, repair and condition. Notwithstanding the foregoing, City will be responsible for the maintenance and repair of the Public Parkside Restroom, the Arnautoff Frescoes in accordance with Section 17(C) below, and the City Archives Room in accordance with the License Agreement. Except for City’s obligations regarding trees stated in Section 17(B) hereof, Museum will maintain the landscaping in the Building’s front courtyard. In addition, Museum will maintain, at its sole expense, all equipment, furnishings and trade fixtures upon the Premises required for the maintenance and operation of the Museum. Museum waives the right to make repairs at the expense of City and for the benefit of the provisions of Sections 1941 and 1942 of the Civil Code of California, as amended, relating thereto; and further agrees that if and when any repairs, alterations, additions or betterments will be made by it as required by this paragraph, it will promptly pay for all labor done or materials furnished and will keep the Premises free and clear of any lien or encumbrance of any kind whatsoever. B. Maintenance Plan. For purposes of continued historic preservation of the Premises, following completion of the Initial Tenant Improvements, Museum will comply with the long-term maintenance plan and schedule for the Premises (“Maintenance Plan”) approved and modified from time to time in accordance with this Section 16(B). Within sixty (60) days following the Commencement Date, Museum will deliver to City a written copy of Museum’s proposed initial Maintenance Plan and thereafter the Parties will collaborate in good faith to agree upon a mutually acceptable Maintenance Plan. Upon mutual agreement of the initial Maintenance Plan, the Parties will attach the approved Maintenance Plan hereto as Exhibit G. After approval of the initial Maintenance Plan, the Parties will meet and confer not less than every five (5) years during the Lease Term to evaluate the adequacy of the then existing Maintenance Plan with the City authorized to make changes to the Maintenance Plan as City deems Attachment A - Lease Agreement 17 reasonable. Any changes to the Maintenance Plan will be promptly memorialized in writing and signed by the Parties and attached hereto as a new Exhibit G superseding the prior version of Exhibit G. C. City’s Performance Due to Museum Failure. Should Museum fail to make any repairs or perform any maintenance work for which it is liable, City will have the option to make the repairs and Museum, within ten (10) days of receipt of a bill therefor from the Real Property Manager, will reimburse City for the cost of such repairs, plus a fifteen percent (15%) administrative overhead fee. The making of such repairs or performance of maintenance by City will not be construed as a waiver of the duty of Museum to make repairs or perform maintenance as provided herein. 17. MAINTENANCE OBLIGATIONS OF CITY Following Tenant’s completion of the Public Parkside Restroom and the City Archives Room as part of the Initial Tenant Improvements, City will have the following obligations with respect to the Building which it will undertake at its sole cost and expense, without the right of reimbursement from Museum: A. City will be responsible for the maintenance, repair and replacement, as necessary, of the Public Parkside Restroom and the City Archives Room (in accordance with the License Agreement), including the repair and replacement of fixtures, wall and floor coverings, and doors; B. City will be responsible for the maintenance and removal, as necessary, of trees immediately adjacent to the Building, including the oak tree in the Building’s courtyard. C. City will be responsible for the maintenance, repair, protection and any required restoration of the Arnautoff Frescoes, including protection during construction of the Initial Tenant Improvements. The Parties acknowledge and agree that City’s foregoing obligations relate solely to the surface of the wall and that Museum is solely responsible for the infrastructure and integrity of the underlying wall upon which the Arnautoff Frescoes have been painted. City will complete any necessary refurbishment and repair of the Arnautoff Frescoes following completion of the Initial Tenant Improvements and in a manner so as to minimize interference with the construction of the Initial Tenant Improvements and/or Museum’s subsequent use of the Premises, as applicable. D. City will be responsible for the maintenance and repair of the water, electric and sewer lines serving the Public Parkside Restroom. E. Except to the extent caused by the gross negligence or willful misconduct of Museum or any of the Museum’s Agents, City will be responsible for property damage and personal injury occurring on or about the Public Parkside Restroom. Attachment A - Lease Agreement 18 Except to the extent caused by the gross negligence or willful misconduct of Museum or any of the Museum’s Agents, City hereby agrees to protect, indemnify, hold harmless and defend Museum, its officers, agents, and employees against any and all claims, liability, demands, damages, cost, expenses or attorneys’ fees arising out of the use, operation or maintenance of the Public Parkside Restroom or the City’s performance or nonperformance of the terms of this Lease with respect to the Public Parkside Restroom. In the event Museum is named as co-defendant, Museum will notify City of such fact and City will represent Museum in such legal action with counsel reasonably approved by Museum, unless Museum undertakes to represent itself as co-defendant in such legal action, in which event City will pay to Museum its litigation costs, expenses and attorneys’ fees. 18. UTILITIES Museum will be solely responsible for and will pay, prior to delinquency, all charges for utilities supplied to the Premises during the Lease Term, subject to the reimbursement obligations of the City pursuant to the License Agreement. City will pay for all utilities supplied to the Public Parkside Restroom. Museum may elect to install a FLOW meter to measure water consumption from the Public Parkside Restroom and City will pay for any such consumption as determined by such meter. Each Party will be responsible for the cost of procuring, installing, maintaining and repairing the meters for their respective utility service. 19. INSURANCE During the Lease Term, Museum, at its sole expense, will obtain and maintain the following insurance acceptable to City in full force and effect. A. Minimum Scope of Insurance Coverage will be at least as broad as: 1. Commercial General Liability coverage (occurrence Insurance Services Office form CG 0001); 2. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance; and/or 3. If applicable, Course of Construction insurance form providing coverage for “all risks” of loss. The policy or policies of insurance maintained by Museum will provide the following minimum limits and coverages: POLICY MINIMUM LIMITS OF LIABILITY A. WORKERS’ COMPENSATION Statutory Attachment A - Lease Agreement 19 EMPLOYER’S LIABILITY $1,000,000 each occurrence Bodily Injury $2,000,000 each Person $2,000,000 each Occurrence Property Damage $4,000,000 aggregate $2,000,000 each Occurrence B. COMMERCIAL GENERAL LIABILITY, including products and completed operations, broad form contractual, and personal injury. C. PROPERTY INSURANCE All risks of loss to any tenant personal property, equipment, fixtures, improvements or betterments, at full replacement cost with no coinsurance penalty provision. The property insurance is to be endorsed to include Damage to Premises Rented to You Coverage (ISO Form CP 00 40 04 02 or equivalent) with a limit equal to the replacement cost of the leased property. D. FIRE & EXTENDED COVERAGE Not less than one hundred percent (100%) of the replacement cost of all insurable improvements within or upon the Premises. Such policies must include water damage and debris cleanup provisions. Additional fire and extended coverage must be obtained in accordance with this clause upon completion of construction or installation of any major insurable improvement of the Premises including the Initial Tenant Improvements. E. COURSE OF CONSTRUCTION Completed value of the Initial Tenant Improvements or subsequent Alterations, as applicable. B. Other Insurance Provisions. Insurance will be in full force and effect commencing on the Commencement Date. Each insurance policy required by this Lease will comply with the following requirements: 1. Museum will not suspend, void, cancel or reduce coverage below the limits set forth above except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City. Attachment A - Lease Agreement 20 2. With respect to property insurance, Museum shall waive any right to subrogation which any insurer of Museum may acquire against City by virtue of the payment of any loss under such insurance. Museum agrees to use commercially reasonable efforts to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Museum has received a waiver of subrogation endorsement from the insurer. 3. The City of Palo Alto will be named as a loss payee on the property insurance policy and, if applicable, course of construction insurance policy described above. 4. The City of Palo Alto, its elective and appointive officials, and officers are to be covered as additional insureds as respects to liability arising out of activities performed by or on behalf of Museum; products and completed operations of Museum; premises owned, occupied or used by Museum; or automobiles owned, subleased, hired or borrowed by Museum. The coverage will contain no special limitations on the scope of protection afforded to the City, its elective and appointive officials, officers, employees, agents or volunteers. 5. For any claims related to this Lease, Museum’s insurance coverage will be primary insurance as respects the City of Palo Alto, its elective and appointive officials, officers, employees, agents and volunteers. Any insurance or self- insurance maintained by City, its elective and appointive officials, officers, employees, agents or volunteers will be excess to Museum’s insurance and will not contribute with it. 6. Any failure to comply with reporting or other provisions of the policies including breaches of warranties will not affect coverage provided to the City of Palo Alto, its elective and appointive officials, officers, employees, agents or volunteers. C. Acceptability of Insurers Insurance will be placed with insurers with a current A.M. Best’s rating of not less than A-VII. Museum 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 therefor on deposit with City during the Lease Term. City will retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If, in the opinion of City’s Risk Manager, the insurance provisions in this Lease do not provide adequate protection for City and for members of the public using the Premises, the Real Property Manager may require Museum to obtain insurance sufficient in coverage, form, and amount to provide adequate protection as determined by the Risk Manager, to the extent such coverage is commercially reasonable Attachment A - Lease Agreement 21 and available at a commercially reasonable cost. City’s requirements will be reasonable and will 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 will notify Museum, in writing, of changes in the insurance requirements. If Museum does not deposit copies of acceptable insurance policies or certificates with City incorporating such changes within sixty (60) days of receipt of such notice, or in the event Museum fails to maintain in effect any required insurance coverage, Museum will be in default under this Lease without further notice to Museum. Such failure will constitute a material breach and will be grounds for immediate termination of this Lease at the option of City. The procuring of such required policy or policies of insurance will not be construed to limit Museum’s liability hereunder or to fulfill the indemnification provision and requirements of this Lease. Notwithstanding anything to the contrary herein, the Parties hereto release each other and their respective agents, employees, successors, assignees and subtenants from all liability for damage to any property that is caused by or results from a risk which is actually insured against, which is required to be insured against under this Lease, or which would normally be covered by all risk property insurance, without regard to the negligence or willful misconduct of the entity so released. All of City’s and Museum’s repair and indemnity obligations under this Lease shall be subject to the waiver contained in this paragraph. 20. HOLD HARMLESS Museum hereby waives all claims, liability and recourse against City including the right of contribution for loss or damage of or to persons or property to the extent growing out of or arising from Museum’s use or occupancy of the Premises or from any activity undertaken by Museum or Museum’s Agents (as defined below) which is related to this Lease and/or the License Agreement. Except to the extent resulting from the negligence or willful misconduct of City or City’s Agents (as defined below), Museum agrees to protect, indemnify, hold harmless and defend City and City’s Agents against any and all claims, liability, demands, damages, costs, expenses or attorneys’ fees arising out of the negligence of Museum or Museum’s Agents or resulting from a default by Museum of its obligations under this Lease and/or the License Agreement. In the event City is named as co-defendant, Museum will notify City of such fact and will represent City in such legal action with counsel reasonably approved by City, unless City undertakes to represent itself as a co-defendant in such legal action, in which event Museum will pay to City its litigation costs, expenses and attorneys’ fees. “Museum’s Agents” will mean Museum’s officers, directors, agents and employees. “City’s Agents” will mean City’s officers, agents and employees. City hereby waives all claims, liability and recourse against Museum including the right of contribution for loss or damage of or to persons or property to the extent growing out of or arising from City’s use of the City Archives Room or from any activity undertaken Attachment A - Lease Agreement 22 by City or City’s Agents which is related to this Lease and/or the License Agreement. Except to the extent resulting from the negligence or willful misconduct of Museum or Museum’s Agents, City agrees to protect, indemnify, hold harmless and defend Museum and Museum’s Agents against any and all claims, liability, demands, damages, costs, expenses or attorneys’ fees arising out of the negligence of City or City’s Agents or resulting from a default by City of its obligations under this Lease and/or the License Agreement. In the event Museum is named as a co-defendant, City will notify Museum of such fact and will represent Museum in such legal action with counsel reasonably approved by Museum, unless Museum undertakes to represent itself as co-defendant in such legal action, in which event City will pay to Museum its litigation costs, expenses and attorneys’ fees. 21. ASSIGNING, SUBLETTING, AND ENCUMBERING PROHIBITED As City has relied on the qualifications of Museum in awarding this Lease, except as set forth under Section 3 hereof, any mortgage, pledge, hypothecation, encumbrance, transfer, or assignment (collectively, “Encumbrance”) of Museum’s interest in the Premises, or any part or portion thereof, is prohibited. Any attempted Encumbrance will be null and void and will confer no right, title, or interest in or to this Lease or the Premises. Subleasing space in the Building for office purposes will be permitted subject to compliance of the use with City ordinances, rules and regulations, including the CUP, and to approval by the City Manager or the City Manager’s designee, which approval will not be unreasonably withheld. In addition, Museum will have the right to sublease up to twenty-five percent (25%) of the useable space in the Premises to one or both of the following: (A) a for-profit food service operator; and (B) a for-profit gift/book shop operator; provided, however, these uses will be in support of Museum’s obligation to provide the required services and uses specified in Section 3(A) hereof. If Museum commences proceedings to dissolve or otherwise cease doing business during the Lease Term, Museum will have the right to assign its interest in this Lease to a non-profit organization who agrees to abide by the covenants, terms and conditions of the Lease and provide the required, permitted and optional services and uses so long as such assignment is approved by City. 22. DEFAULT BY MUSEUM A. City’s Remedies on Default. Except as otherwise provided under this Lease, should Museum default in the performance of any covenant, term or condition contained in this Lease, including, but not limited to, those specified in Section 3, 10, and 16, and such default is not corrected within sixty (60) days of receipt of a notice of default from City, City may: 1. Terminate this Lease, and all rights of Museum and those who claim under Museum, stemming from this Lease, will end at the time of such termination; Attachment A - Lease Agreement 23 2. At City’s sole option, cure any such default by performance of any act, including payment of money, and the cost thereof, plus all reasonable administrative costs, will become immediately due and payable by Museum to City; 3. Seek an action or suit in equity to enjoin any acts or things which may be unlawful or in violation of the rights of City; 4. Seek a mandamus or other suit, action or proceeding at law or in equity to enforce its rights against Museum, and to compel Museum to perform and carry out its duties and obligations under the law and under Museum’s covenants, terms and conditions with City as provided herein; or 5. Pursue any other remedy available by law or specifically provided in other provisions of this Lease. B. Cumulative Remedies. However, in the event of a default which cannot reasonably be cured within sixty (60) days, Museum will have a reasonable period of time to cure the default. The remedies given to City hereunder, or by any law now or hereafter enacted, are cumulative and the exercise of one right or remedy will not impair the right of City to exercise any or all other remedies. In case any suit, action or proceeding to enforce any right or exercise any remedy will be brought or taken and then discontinued or abandoned, then, and in every such case, City and Museum will be restored to its and their former position and rights and remedies as if no such suit, action or proceedings had been brought or taken. C. Additional Defaults of Museum. In addition to a violation or breach of any other provision of this Lease, Museum will be considered to be in default under this Lease in the event that: 1. Museum is adjudicated bankrupt or makes a general assignment for the benefit of creditors; or 2. Museum is in default under the Tenant Work Letter. 23. TAXES AND ASSESSMENTS This Lease may create a possessory interest which is subject to the payment of taxes levied on such interest. Museum acknowledges that all taxes and assessments (including but not limited to the possessory interest tax) which may become due and payable upon the Premises or upon fixtures, equipment, or other property installed or constructed thereon, will be the full responsibility of Museum (subject to City’s reimbursement obligations under the License Agreement) and Museum will pay the taxes and assessments prior to delinquency. 24. EMINENT DOMAIN Attachment A - Lease Agreement 24 In the event the whole or any part of the Premises is condemned by a public entity in the lawful exercise of its power of eminent domain, this Lease will cease as to the part condemned. The date of such termination will 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, Museum will continue to be bound by the terms, covenants and conditions of this Lease. 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, Museum may: (A) terminate this Lease and thereby be absolved of obligations under this Lease which have not accrued as of the date of possession by the condemning public entity; or (B) continue to occupy the remaining Premises and thereby continue to be bound by the terms, covenants and conditions of this Lease. Museum will provide City with written notice advising City of Museum’s choice within thirty (30) days of possession of the part condemned by the condemning public entity. City will be entitled to and will receive all compensation related to the condemnation of all or part of the Premises by the exercise of eminent domain. Notwithstanding the foregoing, so long as such award does not reduce or delay City’s award, Museum may seek a separate award if permitted by state law for loss of its personal property, fixtures, or relocation expenses. 25. HAZARDOUS SUBSTANCES A. Definition. As used herein, the term “Hazardous Materials” means any substance or material which has been determined by any state, federal or local governmental authority to be capable of posing risk of injury to health, safety, and property, including petroleum and petroleum products and all of those materials and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the California Water Quality Control Board, the U.S. Department of Labor, the California Department of Industrial Relations, the California Department of Health Services, the California 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” will 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. B. Museum’s Use of Premises. During the Lease Term, Museum will abide and be bound by all of the following requirements: Attachment A - Lease Agreement 25 1. Museum will comply with all laws now or hereafter in effect during the Lease Term relating to the use of Hazardous Materials on, under or about the Premises, and Museum will not contaminate the Premises, or its subsurface, with any Hazardous Materials; 2. Museum will restrict its use of Hazardous Materials at the Premises to those kinds of materials that are normally used in constructing and operation of the Premises. 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 will be approved by City’s Fire Chief in accordance with all laws; 3. Museum will be solely and fully responsible for the reporting of all Hazardous Materials releases that occur during the Lease Term, to the appropriate public agencies, when such releases are caused by or result from Museum’s activities on the Premises. Museum will 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; 4. Museum will be solely and fully responsible and liable for such releases at the Premises, or into City’s sewage or storm drainage systems. Museum will 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. Museum will remove releases of its Hazardous Materials in accordance with all laws. In addition to all other rights and remedies of City hereunder, if the release of Hazardous Materials caused by Museum is not removed by Museum within ninety (90) days after discovery by Museum, City or any other third party, City may pay to have the same removed and Museum will reimburse City for such costs within five (5) days of City’s demand for payment; 5. Museum will 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; 6. Museum’s obligations to City under this Section will include Museum’s obligation and responsibility to abate or contain any asbestos containing material or lead paint that may be present in the building on the Premises; 7. Museum’s obligation under this Section will survive the expiration or earlier termination of this Lease; Attachment A - Lease Agreement 26 8. Notwithstanding anything contained herein, Museum will not be responsible for the following, all of which will be the sole responsibility of City: (a) releases of Hazardous Materials caused by City or any of City’s agents; (b) releases of Hazardous Materials occurring prior to the commencement of the Lease Term, or any Hazardous Materials existing on, in or under the Premises as of the commencement of the Lease Term; and 9. This Section will exclusively establish and govern the obligations of City and Museum with respect to Hazardous Materials located on the Premises. 26. NOTICES All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations hereunder given by either party to the other, will be in writing and will be sufficiently given and served upon the other party if (1) personally served, (2) sent by United States Postal Service certified mail, postage, prepaid, or (3) sent by express delivery service. Personal service will include, without limitation, service by delivery service. Delivery of notices properly addressed will be deemed complete when the notice is physically delivered to the Real Property Manager or to [Museum’s designee]. All notices pursuant to this Lease will be addressed as set forth below or as either Party may subsequently designate by written notice. Attachment A - Lease Agreement 27 TO: City TO: Museum Real Property Manager Palo Alto History Museum City of Palo Alto P.O. Box 676 250 Hamilton Avenue Palo Alto, CA 94302 Palo Alto, CA 94303 with a copy to: City Clerk, City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94303 and City Attorney, City of Palo Alto 250 Hamilton Avenue Palo Alto CA 94303 Each Party may, at any time, change its notice address (other than to a post office box address) by giving the other Party written notice of the new address. 27. CERTIFIED ACCESS SPECIALIST DISCLOSURE In accordance with Civil Code Section 1938, City hereby discloses that the Premises have not undergone inspection by a Certified Access Specialist for purposes of determining whether the property has or does not meet all applicable construction related accessibility standards pursuant to Civil Code Section 55.53. City hereby provides the following notification to Museum: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The Parties will mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” The forgoing notwithstanding, the Parties agree that Museum will be solely responsible for the payment of all fees for any CASp inspection requested by Museum and Museum will pay the cost of making any repairs necessary to correct violations of construction related accessibility standards identified in any CASp inspection report requested by the Museum within the Premises with such repairs completed as Alterations in accordance with this Lease; Attachment A - Lease Agreement 28 provided, that, the City, rather than the Museum, shall perform and pay for any such repairs with respect to the Public Parkside Restroom. 28. GOVERNING LAW This Lease will be governed by and interpreted in accordance with the laws of the State of California and the Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Parties will comply with all applicable federal, state and local laws in the exercise of their rights and the performance of their obligations under this Lease. 29. VENUE In the event that an action is brought, the Parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 30. TIME Time is of the essence of this Lease. 31. SIGNS Museum agrees not to construct, maintain, or allow any permanent sign to be placed upon the exterior of the Building except as may be approved by City Manager or designee, which approval will not be unreasonably withheld, provided that all such signs must be in accordance with all applicable laws, including without limitation City’s sign ordinance in Palo Alto Municipal Code Chapter 16.20 et seq., as amended from time to time (the “Sign Ordinance”). Museum will be entitled to place temporary signs, banners or similar items on the exterior of the Building without the foregoing approval of the City Manager or designee so long as such temporary signs, banners or similar items are related to Museum activities and/or operations and such signs comply with all applicable laws, including without limitation the Sign Ordinance. In addition to any other remedies, City at the Museum’s cost may remove any signs in violation of this Section. 32. CONSTRUCTION This Lease will not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that all Parties have contributed substantially and materially to the preparation of this Lease. The headings of various sections in this Lease are for convenience only, and are not to be utilized in construing the content or meaning of the substantive provisions hereof. The Parties further intend that this Lease be broadly construed to achieve its stated purposes. Attachment A - Lease Agreement 29 33. ENTIRE AGREEMENT; AMENDMENT This Lease represents the entire agreement between the Parties and supersedes all prior negotiations, representations and contracts, whether written or oral. This Lease may be amended by an instrument, in writing, signed by the Parties. 34. NONDISCRIMINATION Museum and its officers, employees and agents will not discriminate against any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height, consistent with Palo Alto Municipal Code Section 9.73.010 et seq. Museum will not discriminate against any employee or applicant for employment because of attributes mentioned in the previous sentence. Museum covenants to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, consistent with Palo Alto Municipal Code section 2.30.510. If Museum 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 will be a default under this Lease subject to the applicable notice and cure period in accordance with Section 22. 35. INSPECTION City’s employees and agents will have the right at all reasonable times to inspect the Premises to determine Museum’s compliance with the provisions of this Lease. 36. SUCCESSORS IN INTEREST Unless otherwise provided in this Lease, the covenants, terms, and conditions contained herein will apply to and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto, all of whom will be jointly and severally liable hereunder. 37. FORCE MAJEURE If either Party will 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 will be excused for the period of the delay and the period for the performance of any such act will be extended for a period equivalent to the period of such delay. Attachment A - Lease Agreement 30 38. PARTIAL INVALIDITY If any provision or provisions of this Lease will be held in a judicial proceeding to be invalid, illegal or void, or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, provided the purposes of this Lease remain legal and enforceable. 39. WAIVER OF RIGHTS The failure of City or Museum to insist upon strict performance of any of the covenants, terms, or conditions of this Lease will not be deemed a waiver of any right or remedy that City or Museum may have, and will not be deemed a waiver of the right to require strict performance of all the covenants, terms, 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. 40. ATTORNEY FEES In the event of any litigation between the Parties with respect to the Lease, the performance of their respective obligations hereunder or the effect of a termination under this Lease, the losing party will pay all costs and expenses incurred by the prevailing party in connection with such litigation, including, but not limited to, reasonable attorneys’ fees of counsel selected by the prevailing party. 41. RESERVATIONS TO CITY 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, respecting the National Register of Historic Places status of the Building, and to enter the Premises for any and all such purposes. City also reserves the right to grant franchises, easements, rights of way, and permits, in, over, upon, through, across, and along any and all portions of the Premises. No right reserved by City in this section will be so exercised as to interfere unreasonably with Museum’s operation hereunder and City will pay all costs reasonably incurred by Museum in connection with the exercise by City of the rights granted to it by this section. City agrees that rights granted to third parties by reason of this section will contain provisions that the surface of the land will be restored as nearly as practicable to the original condition upon the completion of any construction. 42. HOLDING OVER In the event Museum will continue in possession of the Premises after the Lease Term expires or is terminated, such possession will not be considered a renewal of this Attachment A - Lease Agreement 31 Lease but a tenancy from month to month and will be governed by the conditions and covenants contained in this Lease. 43. DISPOSITION OF ABANDONED PERSONAL PROPERTY If Museum abandons the Premises or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to Museum and remaining on the Premises forty-five (45) days after such abandonment or dispossession will be deemed to have been transferred to City. City will have the right to remove and to dispose, at the cost of the Museum, of such property without liability therefor to Museum or to any person claiming under Museum, and will have no need to account therefor. 44. QUITCLAIM OF MUSEUM’S INTEREST UPON TERMINATION Upon termination of this Lease for any reason, including but not limited to termination because of default by Museum, Museum will, 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 Museum in the Premises, is quitclaimed to City. Should Museum wrongfully fail or refuse to deliver the required deed to City, City may prepare and record a notice reciting the failure of Museum to execute, acknowledge and deliver such deed and the notice will be conclusive evidence of the termination of this Lease, and of all rights, title and interest of Museum or those claiming under Museum in and to the Premises. 45. CITY'S RIGHT TO RE-ENTER Museum 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 Museum, City will 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 will in no way alter or diminish any obligation of Museum under the Lease terms and will constitute an acceptance or surrender. At the expiration or earlier termination of the Lease, the Museum shall surrender possession of the Premises in broom-clean condition and in good repair, normal wear and tear, casualties, condemnation, Hazardous Materials (for which Tenant is not responsible under Section 25), alterations or other interior improvements which it is permitted to surrender at the termination of this Lease and repairs that the Museum is not responsible for under this Lease, excepted. 46. CONFLICT OF INTEREST Museum warrants and covenants that no official, officer or employee of City nor any business entity in which any official, officer or employee of City is interested: (1) has been employed or retained to solicit or aid in the procuring of this Lease; or (2) will be Attachment A - Lease Agreement 32 employed in the performance of this Lease without the divulgence of such fact to City. In the event that City determines that the employment of any such official, officer employee or business entity is not compatible with such official’s, officer’s or employee’s duties as an official, officer or employee, respectively, of City, Museum upon request of City will immediately terminate such employment. 47. ALL COVENANTS ARE CONDITIONS All provisions of this Lease are expressly made conditions. 48. PARTIES OF INTEREST Nothing in this Lease, expressed or implied, is intended to, or will be construed to, confer upon or to give to any person or party other than City and Museum the covenants, terms, or condition hereof. All covenants, terms, and conditions in this Lease will be for the sole and exclusive benefit of City and Museum. 49. RECORDATION OF LEASE Neither City nor Museum will record this Lease; however, a short-form memorandum of Lease may be recorded at City’s request. 50. QUIET POSSESSION Upon Museum paying the Rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Museum’s part to be observed and performed hereunder, Museum will have quiet possession of the Premises for the entire Lease Term subject to all the provisions of this Lease. 51. AUTHORITY City and Museum each represents and warrants that the individuals executing this Lease on its behalf are duly authorized to execute and deliver this Lease on behalf of such party and that this Lease is binding upon such party in accordance with its terms. 52. EXHIBITS TO LEASE This Lease includes the following exhibits, which are attached hereto and by this reference incorporated into this Lease: Exhibit A – Depiction of Building Exhibit B – Depiction of Premises, Community Room and Public Parkside Restroom Exhibit C – License Agreement for City Archives Room Attachment A - Lease Agreement 33 Exhibit D – Tenant Work Letter Exhibit E – Community Room Principles Exhibit F – County Grant Agreements Exhibit G – Maintenance Plan 53. COUNTERPARTS This Lease may be executed in multiple counterparts, each of which will be an original and all of which together will constitute one instrument. [The remainder of the page is intentionally blank.] Attachment A - Lease Agreement 34 IN WITNESS WHEREOF, the parties have executed this Lease as of the Commencement Date. City: CITY OF PALO ALTO By: City Manager Museum: PALO ALTO HISTORY MUSEUM By: Its: By: Its: APPROVED AS TO FORM: By: Assistant City Attorney RECOMMENDED FOR APPROVAL: By: Director of Administrative Services Attachment A - Lease Agreement EXHIBIT A DEPICTION OF THE BUILDING Attachment A - Lease Agreement EXHIBIT B DEPICTION OF PREMISES, COMMUNITY ROOM AND PUBLIC PARKSIDE RESTROOM [SEE ATTACHED] Attachment A - Lease Agreement Attachment A - Lease Agreement Attachment A - Lease Agreement Attachment A - Lease Agreement Attachment A - Lease Agreement Attachment A - Lease Agreement EXHIBIT C LICENSE AGREEMENT FOR CITY ARCHIVES ROOM Attachment A - Lease Agreement EXHIBIT D TENANT WORK LETTER [To be prepared, approved and attached by the Parties in accordance Section 10 following the Effective Date.] Attachment A - Lease Agreement EXHIBIT E COMMUNITY ROOM PRINCIPLES • Community Rooms will be available for community use and will comprise the areas designated as “Community Center Use” in the color-coded floor plans of the Building attached as Exhibit B of this Lease. • Use and hours of Community Rooms should be consistent with other community center spaces within the City. • Use of Community Rooms should not jeopardize the security or safety of Museum’s exhibits. • Set-up and cleanup standards will seek to ensure that after events space is returned to pre-existing condition and order. Such standards will be determined based on the needs of the user of the Community Room(s), availability of resources to assist, and nature of the user. The Parties’ intent is to confirm that the Community Rooms are common space and with that comes a mutual respect for use of and state of the space. • Fee revenues will be allocated annually on a pro rata and/or proportional basis between City and Museum based on the costs borne by the organizations for the total cost of the community use of the spaces (for example, staffing for operations, cost of minor repairs, and replacement of FF&E based on the original purchaser). • Revenues in excess of the total cost to support the use of the Community Rooms as allocated above will be used exclusively to fund the operations and maintenance of activities conducted by Museum at the Premises. • City and Museum will meet at least annually to revise operations among the Parties and revisit proportional allocation of revenues (including but not limited to maintenance of a master calendar to ensure symbiotic coordination of space usage). • Users of the Community Rooms will have access to central facilities for restrooms etc. when using the Community Rooms. Attachment A - Lease Agreement EXHIBIT F COUNTY GRANT AGREEMENTS Below is a listing of the grant agreements followed by the executed agreements: Roof Grant 1 Grant Cycle 2019 Amount: $102,992 Date Signed: 1/27/2020 Roof Grant 2 Grant Cycle 2019 Amount: $200,000 Date Signed: 1/27/2022 Elevator Grant Grant Cycle 2022 Amount: $350,000 Date Signed: 9/15/2022 Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 1 of 18 GRANT FUNDING AGREEMENT between the County of Santa Clara and the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project (Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS, $102,992) This Grant Funding Agreement (“Agreement”), is made and entered into, as of the last date signed below by all parties (“Effective Date”) by and between the COUNTY OF SANTA CLARA, a political subdivision of the State of California (hereinafter referred to as the “County”), and the City of Palo Alto, a California municipality, with its primary offices located at 250 Hamilton Ave, Palo Alto, CA 94301 (“Grantee”). RECITALS WHEREAS, the Grantee submitted an application to the County’s Historical Heritage Commission (“Historical Heritage Commission”) for funding of the Roth Building Clay Tile Roof Restoration Project located at 300 Homer Avenue, Palo Alto, CA 94301, as more fully described in Attachment A “Scope of Work” incorporated and made a part of this Agreement by reference herein (“Project”); WHEREAS, the Historical Heritage Commission, on May 16, 2019, reviewed the merits of the Grantee’s application and forwarded its recommendation to the Board of Supervisors that it approve the allocation of $102,992 from the Fiscal Year 2019 Historical Heritage Park Charter Development Funds (the “Grant”) to assist the Grantee with the Project; WHEREAS, the Board of Supervisors reviewed the information provided in support of the Project and finds that the Project meets the requirements for use of Park Charter Development funds in Section 604 (b) of the County Charter; and, WHEREAS, the Board of Supervisors on August 27, 2019, reviewed and approved the recommendation of the Historical Heritage Commission to allocate Grant funding to assist with the Project, which will acknowledge, preserve and commemorate the historical and cultural heritage of the Santa Clara Valley. NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein, the County and Grantee agree to the foregoing and as follows: Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 2 of 18 SECTION I GRANTEE RESPONSIBILITIES Grantee warrants, represents and agrees that: 1. Recitals. All Recitals contained herein above are incorporated into and made a part of this Agreement as terms and conditions. 2. General. Grantee, at Grantee’s sole cost and expense, will perform or cause to be performed the Scope of Work described in Attachment A, and the Grantee shall act promptly and without delay with respect to such matters in relation to the Project. In performing the Project, the Grantee shall: a) Prepare all environmental documents and take all other actions required for approval and completion of the Project pursuant to the California Environmental Quality Act, National Environmental Policy Act, and any rules and/or regulations promulgated thereunder and any other applicable laws. Grantee warrants, represents and agrees that, except where otherwise expressly prohibited by state or federal law, Grantee, as the applicant for any discretionary land use permit, development permit, license, authorization, entitlement or other approval from the County, will defend, indemnify and hold harmless the County and its officers, agents, employees, boards and commissions from, for and against any claim, action or proceeding brought by any person or entity ("third party") other than the Grantee against the County or its officers, agents, employees, boards or commissions that arises from or is in any way related to the approval, including but not limited to claims, actions or proceedings to attack, set aside, void or annul the approval. If a third party claim, action or proceeding is filed, the County will notify the applicant of the claim, action or proceeding and will cooperate fully in the defense. Notwithstanding the above, the County has the right to participate in the defense of any claim, action or proceeding. This indemnity shall not apply to the gross negligence or willful misconduct of the County, or of its agents, officers, employees, boards or commissions. b) Secure all required approvals, including approvals from government agencies required for completion of the Project. c) Publicly acknowledge the Grant by providing a plaque permanently affixed to the building exterior, or on a prominent location on the Project site, visible to the public. The acknowledgement credit shall read: “Restoration made possible in part by a grant from the County of Santa Clara Parks and Recreation Department’s Historical Heritage Grant Program.” Grantee will obtain County Parks and Recreation Department review and approval of the plaque/sign prior to manufacture and installation. Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 3 of 18 d) Publicly acknowledge the Grant by giving credit to the County in project-related materials including newsletters, brochures, and internet messages. e) Submit a written progress report for the Project to the County Parks and Recreation Department no later than November 1 and May 1 of each year, until the Project is completed, and reimbursement received. f) Provide any requested documentation about the Project to the Historical Heritage Commission. This includes request for documents before construction work begins in order to ensure that the proposed Project is consistent with the United States Secretary of the Interior’s standards for rehabilitation, preservation and restoration of historic properties. g) Make a presentation at a regularly scheduled Historical Heritage Commission meeting discussing the completed Project within three (3) months of Project completion. The Grantee shall print and distribute the same photos that were submitted with the final reimbursement request to the Commission members at the presentation. 3. Capital Contributions. a) Grantee shall expend the Grant exclusively for third party expenses arising from services, permits, fees, labor, materials and equipment required for the Scope of Work specified in Attachment A (“Eligible Costs”), and consistent with Attachment B, Itemized Project Budget for completion of the Project. No contribution made by the County shall be used for Grantee’s internal salary or administrative expenses, including office overhead or expenses. b) Grantee must successfully demonstrate expenditure of Grantee’s cash contribution funds to the County’s satisfaction prior to reimbursement through the Grant. Additional funds needed to complete the Project shall be identified in Attachment B, Itemized Project Budget. c) County recognizes that the Project Budget identified in Attachment B is an estimate and may include a contingency. To the extent Eligible Costs vary from this budget: (i) For work to be performed that is funded by both Grantee and Grantor as reflected in Attachment B, if Grantee's Cash Contribution for any itemized work to be performed is reduced, then the Grant contribution shall be reduced by the same percentage; and (ii) Costs between Project elements may be adjusted to reflect actual costs, however material changes (even if there is minor or no change in cost) that will affect the restoration or preservation of a historical element, or changes that would necessitate County Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 4 of 18 funding of a non-preservation element that the Grantee was financing with other funds, shall require Historical Heritage Commission approval. Grantee is solely responsible for expenditures that may exceed the Grant amount. 4. Prevailing Wages. The Project is a public work within the meaning of Labor Code Section 1720, to which the provisions of Labor Code Section 1770 et seq. apply. The Grantee shall comply with all of the applicable provisions of the Labor Code, including, but not limited to, payment, or cause payment to be made, of prevailing wages. The Grantee shall include prevailing wage requirements in all agreements with third parties for work or services needed to complete the Project. Grantee is hereby notified that the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages and the rates for overtime and holiday work in the locality in which the work is to be performed for each craft, classification or type of worker needed to perform the work. Grantee is further notified that this project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Further information on Compliance Monitoring Unit requirements can be found at https://www.dir.ca.gov/dlse/cmu/cmu.html. The Labor Code was recently amended to now require Grantee’s compliance with the Department of Industrial Relations (DIR) electronic certified payroll reporting (eCPR) requirements which took effect on January 1, 2016. No contract can be awarded unless the public works project has been registered with the Department of Industrial Relations. Subcontractors used on the project must also comply. Additional information is available at http://www.dir.ca.gov/Public-Works/PublicWorks.html. Grantee agrees to comply with all related provisions of the Labor Code, including but not limited to, the provisions of Labor Code Section 1775 relating to the payment of prevailing wages, Section 1777.5 relating to the employment of apprentices, Section 1811-1813 relating to the payment of Overtime and provisions pertaining to eCPR compliance. 4. Project Conformance with the Secretary of the Interior’s Standards. The Project and the property upon which the Project is located must at all times conform to the Secretary of the Interior’s Standards for the Treatment of Historic Properties. 5. Timeline for Project Completion. The Project must be completed before the expiration of the Term. If the Project cannot be completed within the required timeframe, Grantee may be required, at County’s sole election, to forfeit any and all unexpended Grant funds. Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 5 of 18 6. Changes to Project Agreement Term. Grantee must complete the Project and demonstrate the Project to be fully usable within the Term. The County may but is not required to, at its sole discretion, approve an extension for demonstrated delays not within the control of Grantee. The Grantee must request the extension in writing no later than three (3) months prior to the expiration of the Term. If the Project cannot be completed within the required timeframe, the Grantee shall not be entitled to receive unexpended Grant funds and the County has the sole discretion to terminate at the expiration of the Term. SECTION II OPERATION AND MAINTENANCE Upon completion of the Project, the Grantee represents and warrants that it shall open the property upon which the Project is located to the public, and continuously operate and maintain the property and the Project for the benefit of the public for a period of at least twenty (20) years. On-going maintenance is solely the responsibility of the Grantee. SECTION III COMPENSATION / REIMBURSEMENT 1. Reimbursement Amount. The County will reimburse the Grantee in an amount not to exceed the maximum Grant amount of $102,992 for Eligible Costs. County’s obligation to pay is expressly conditioned upon the Grantee’s demonstrated compliance with all of the conditions of this Agreement and the availability of Grant funds. 2. Invoice Requirements. Grantee must keep accurate accounting records of all Project expenditures. Grant funds are issued on a reimbursement basis only, based upon completion of the Agreement requirements. Grantee shall provide County a detailed, itemized invoice requesting reimbursement of Eligible Costs containing information noted below. The County shall only reimburse for approved costs. If a reimbursement request is not complete, the County will return the request for payment with deficiencies noted. The County, in its sole discretion, may pay that part of the reimbursement request that is complete, or decline payment until the reimbursement request is complete. All reimbursement requests shall include the following information: a) A letter itemizing Eligible Costs being claimed for reimbursement. Itemizations must clearly show the relationship between the Eligible Cost and the matters listed in Attachment A, Scope of Work. b) Clear copies of invoices that are for the Project and addressed to the Grantee. Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 6 of 18 c) Evidence that all invoices have been paid. For example, a clear copy of the front side of the check or warrant issued to pay said invoices, or a receipt evidencing such payment. Account statements will not be accepted. d) Evidence that Grantee’s cash contribution identified in the recitals were provided and expended. e) A report on the status of the Project, which shall include construction inspection reports. Grantee may submit requests for reimbursement any time that Grantee has claimable expenditures exceeding $1,000. However, Grantee must send the County reimbursement requests on a quarterly basis when Grantee has claimable expenditures during that quarter that exceed $1,000. No advances of Grant funds will be issued. The quarterly submittal dates are January 1, April 1, July 1, and October 1. Upon Project completion, the Grantee may submit a final Grant payment request that must include all the items required in a standard reimbursement request and the following: a) At least six (6) different photos of the Project; and, b) Demonstration of compliance with the acknowledgement required under Section I, Paragraph 2. c) (a photograph of the installed sign will suffice); and, c) A statement of how each one of the conditions noted in Section I, Paragraph 1. g) have been met. If the County approves the reimbursement request, the County will provide payment to the Grantee within thirty (30) days of receipt of the request for reimbursement. The County of Santa Clara Parks and Recreation Department must have received Grantee’s request for reimbursement within the Term of this Agreement, or any written extension thereof. Upon expiration of the Term of this Agreement, any remaining unexpended Grant funds will remain with the County. It is the Grantee’s responsibility to keep track of the expiration of the Term of this Agreement and to ensure that the Project is completed, and reimbursements submitted in accordance with the terms of the Agreement. 3. Project Records, County Audit, and Inspection. Grantee is responsible for maintaining fiscal controls and fund accounting procedures that shall show the following: a) The disposition of the proceeds of Grant funds provided to Grantee; b) The total costs of the Project; c) The amount and nature of that portion of the Project cost supplied by other sources; and, d) Any other records and controls that will facilitate an effective audit. Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 7 of 18 Grantee will maintain Project financial records for audit purposes for three (3) years after completion of the Project or until all claims are settled, whichever occurs last. All records and data shall be available to County upon reasonable notice within five (5) working days of a request by County. Grantee shall repay County with interest at the rate earned on County’s investments for any unauthorized activities disclosed by audit or inspection, including the cost of the audit, within thirty (30) days of demand by the County. Grantee will maintain Project records related to maintenance and access for audit purposes for twenty (20) years after completion of the Project. All records and data shall be available to the County upon reasonable notice within five (5) working days of a request by the County. Audits may be conducted at the discretion of the County. The audits may take two forms; a walk through inspection of the Project and informal review of the Project records by County staff, and/or a formal audit conducted by either County staff or a consultant. Grantee should be prepared for either or both types of audits. A walk through inspection may occur at the beginning of a Project, prior to approval of the final reimbursement request, or at periodic intervals during construction and the period of time during which the playground must remain open and accessible to the public. A formal audit may occur as deemed necessary by the County. SECTION IV INDEMNIFICATION, INSURANCE AND RELEASE 1. During the construction phase, the Grantee, at its sole cost and expense, shall provide the insurance set forth in the Attachment C, Insurance. As insurance requirements may differ from those in effect at time of grant application, Grantee shall comply with requirements in effect at time of execution of this Project Agreement. 2. Except to the extent of Claims (defined below) resulting from the sole active gross negligence or willful misconduct of County, Grantee warrants, represents and agrees to protect, defend (with counsel reasonably acceptable to County) and hold County and County’s agents, directors, officers, Board of Supervisors, employees, representatives, contractors, successors and assigns and each of their respective partners, members, directors, officers, employees, representatives, agents, contractors, heirs, successors and assigns (collectively, the “County Indemnitees”) harmless and indemnify the County Indemnitees from and against all liabilities, damages, demands, penalties, costs, claims, losses, judgments, charges and expenses (including reasonable attorneys' fees, costs of court and expenses necessary in the prosecution or defense of any litigation including the enforcement of this provision) (collectively, “Claims”) arising from or in any way related to, directly or indirectly, (i) Grantee’s or Grantee’s Representatives’ use of the Grant funds, (ii) the conduct of Grantee’s operations or business, (iii) from any activity, work or thing done, permitted or suffered by Grantee in or about Grantee’s property wherever located, (iv) Grantee’s failure to perform any covenant or obligation under this Agreement, and/or (v) the Project. Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 8 of 18 3. Except to the extent of Claims resulting from the sole active gross negligence or willful misconduct of County, to the fullest extent permitted by law, Grantee agrees that neither Grantee nor any of the Grantee’s Indemnitees shall at any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, liability, injury, death or damage to persons or property which at any time may be suffered or sustained by Grantee or by any person(s) whomsoever who may at any time be using, occupying or visiting the Grantee’s property wherever located. Notwithstanding any provision to the contrary contained in this Agreement, at no time shall County be responsible or liable to Grantee or its representatives for any lost profits, lost economic opportunities, or any form of consequential damage as the result of any actual or alleged breach by County of its obligations under this Agreement. SECTION V TERM OF AGREEMENT This Agreement is effective on the Effective Date as stated above and shall remain in effect for twenty (20) years following project completion. The Agreement shall then expire on an agreed upon date by the parties or as otherwise determined by County in its sole discretion. County reserves the right to cancel or terminate this Agreement at any time without any additional obligation or liability. SECTION VI GRANTEE AUTHORIZED SIGNATURES Ed Shikada, City Manager has been authorized to execute this Agreement on behalf of the Grantee. SECTION VII NOTICES Any notices provided pursuant to this Agreement shall be sent by regular mail to the respective parties addressed as follows: COUNTY OF SANTA CLARA GRANTEE Don Rocha, Director Parks and Recreation Department 298 Garden Hill Drive Los Gatos, CA 95032 Phone: (408) 355-2220 Ed Shikada City Manager 250 Hamilton Ave, Palo Alto, CA 94301 650-329-2280 Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 9 of 18 SECTION VIII MISCELLANEOUS 1. Entire Agreement. This Agreement, including its attachments as referenced herein, contains the entire agreement by and between the Parties respecting the matters herein set forth and supersedes all prior agreements between the Parties hereto respecting such matters, if any, there being no other oral or written promises, conditions, representations, understandings, warranties or terms of any kind as conditions or inducements to the execution hereof and none have been relied upon by either Party. 2. Headings. Section headings shall not be used in construing this Agreement. 3. No Waiver. Except as herein expressly provided, no waiver by a Party of any breach of this Agreement by the other Party shall be deemed to be a waiver of any other breach by such other Party (whether preceding or succeeding and whether or not of the same or similar nature), and no acceptance of payment or performance by a Party after any breach by the other Party shall be deemed to be a waiver of any breach of this Agreement or of any representation or warranty hereunder by such other Party whether or not the first party knows of such breach at the time it accepts such payment or performance. 4. Governing Law. This Agreement, and all the rights and duties of the Parties arising from or relating in any way to the subject matter of this Agreement contemplated by it, shall be governed by, construed and enforced in accordance with the laws of the State of California (excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement, including mediation or other alternative dispute resolution proceedings, shall be brought only in Santa Clara County, California. EACH OF THE PARTIES CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN SANTA CLARA COUNTY, CALIFORNIA. 5. Written Modifications. No agreement, amendment, modification, understanding or waiver of or with respect to this Agreement or any term, provision, covenant or condition hereof, nor any approval or consent given under or with respect to this Agreement, shall be effective for any purpose unless agreed to in writing and signed by both Parties to this Agreement. 6. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of both parties and their successors and assigns. 7. Construction. This Agreement shall not be construed more strongly against either party regardless of who is more responsible for its preparation. 8. Illegality or Unenforceability. If any provision of this Agreement, or the application of it to any person or circumstances, shall to any extent be invalid, void or unenforceable, the remainder of this Agreement, or the application of this provision to any person or circumstances other than those as to which it is invalid, void or unenforceable, shall not be affected, and each Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 10 of 18 provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law except where such illegal, invalid, void or unenforceable provision is material to the Agreement in which case this Agreement shall be void. 9. Conflict of Interest. Grantee represents, warrants and agrees that it shall comply, and require its employees, agents, representatives, contractors, consultants, sub-consultants and subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination by County of this Agreement. 10. Funding Contingency. This Agreement is contingent upon the appropriation of sufficient funding by County for the obligations and responsibilities of County covered by this Agreement. If funding is reduced or deleted by the County for the obligations or responsibilities of County covered by this Agreement, then County may terminate this Agreement at its election without liability or obligation. 11. California Public Records Act. County is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Grantee’s proprietary information is contained in documents submitted to County, and Grantee claims that such information falls within one or more CPRA exemptions, then Grantee must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, County will use reasonable efforts to provide notice to Grantee prior to such disclosure. If Grantee contends that any documents are exempt from the CPRA and wishes to prevent County disclosure, Grantee is required to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in Santa Clara County before County responds to the CPRA request. If Grantee fails to obtain such remedy, Grantee will have forever waived its right to dispute the disclosure and County will disclose, at its election, the requested information even if marked “CONFIDENTIAL AND PROPRIETARY”, in which case neither Grantee nor any third parties will have any right or claim against County for such disclosure. If County elects to not disclose the information or is precluded from disclosing the information because of a court order or other remedy obtained by Grantee or any Grantee representative, then Grantee represents, warrants and agrees that it will defend, indemnify and hold harmless the County for and against all claims, causes of action, liabilities, relief, injunctions, penalties, attorneys’ fees, court costs, costs of litigation including discovery, settlement, and other remedies obtained or sought by any third party claiming such information should have or are required to be disclosed. 12. Relationship of Parties. The Parties acknowledge and agree that nothing set forth in this Agreement shall be deemed or construed to render the Parties as joint venturers, partners, agents, a joint enterprise, employer-employee, lender-borrower or contractor. Grantee shall have no authority to employ any person as employee or agent on behalf of County for any purpose. Neither Grantee nor any person using or involved in or participating in any actions or Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 11 of 18 inactions relating to this Agreement shall be deemed an employee or agent of County, nor shall any such person or entity represent himself, herself or itself to others as an employee or agent of County. 13. No Third Party Rights. The Parties intend not to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established herein. This Agreement shall not be construed as nor deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any right of action herein for any cause whatsoever. 14. Counterparts. This Agreement may be executed in several counterparts, and all of such counterparts so executed together shall be deemed to constitute one and the same agreement, and each such counterpart shall be deemed to be an original. Facsimile or electronic signatures shall have the same legal effect as original or manual signatures. 15. Survival. Those provisions which by their nature should survive termination, cancellation or expiration of this Agreement, shall so survive. 16. Equal Opportunity/Non-Discrimination. No party contracting with the County will discriminate against any subcontractor, employee, or applicant for employment, because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. It is further the policy of the County that no party contracting with the County may discriminate in the provision of services under the contract because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. // // ////SIGNATURES FOLLOW ON NEXT PAGE\\\\ Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 12 of 18 17. Signatories. The undersigned signatories each represent and warrant that they are authorized to execute this Agreement for the party on whose behalf they are signing. IN WITNESS WHEREOF, the parties have executed this Historical Heritage Project Agreement as of the Effective Date as provided above. SIGNATORIES: CITY OF PALO ALTO __________________________ ____________________ ED SHIKADA City Manager Date APPROVED AS TO FORM __________________________ Sandra Lee City Attorney or designee COUNTY OF SANTA CLARA __________________________ ____________________ JEFFREY V. SMITH, M.D., J.D. Date County Executive APPROVED AS TO FORM & LEGALITY __________________________ TONY LOPRESTI Deputy County Counsel   Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 13 of 18 ATTACHMENT A SCOPE OF WORK GENERAL PROJECT DESCRIPTION Restore and Repair the Original Tile Roof of the Historic Roth Building. ITEMIZED SCOPE OF WORK BEING FUNDED BY GRANT The Project Applicant shall: WORK TO BE PERFORMED Remove, repair and replace clay tiles. Replacement tiles, if needed, to be acquired from those salvaged from other Palo Alto-owned Birge Clark buildings or a compatible modern fabricator. All work will be performed to meet the terms of the Historical Heritage Project Agreement, and the Historical Heritage Grant Program Application and Procedures, including any and all revisions thereto. Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 14 of 18 ATTACHMENT B ITEMIZED PROJECT BUDGET CORRESPONDING WITH ATTACHMENT A WORK TO BE PERFORMED GRANTEE CASH CONTRIBUTION GRANT TOTAL Remove, repair and replace clay roof tiles. $0 $102,992 $102,992 TOTAL PROJECT AMOUNT $0 $102,992 $102,992 Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Roth Building Clay Tile Roof Restoration Project Fiscal Year 2019 HISTORIC HERITAGE GRANT FUNDS Page 15 of 18 ATTACHMENT C CURRENT CERTIFICATE OF INSURANCE The Project Applicant shall provide evidence of meeting the insurance requirements as shown in the County’s Insurance Exhibit attached. The Project Applicant shall attach an insurance certificate to the Project Agreement when submitting their signed Agreement to the County for execution. Attachment A - Lease Agreement INSURANCE REQUIREMENTS FOR GRANT AGREEMENT Indemnity The Grantee shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter “County”), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Grantee and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Grantee shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Grantee contests its obligation to indemnify, defend and/or hold harmless the County under this Agreement and does not prevail in that contest. Insurance Without limiting the Grantee's indemnification of the County, the Grantee shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Agreement, the Grantee shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Grantee upon request. This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Grantee shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Grantee. B. Qualifying Insurers All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A-V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager. C. Notice of Cancellation All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent. Attachment A - Lease Agreement D. Insurance Required 1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. Each occurrence - $1,000,000 b. General aggregate - $1,000,000 c. Products/Completed Operations aggregate - $1,000,000 d. Personal Injury - $1,000,000 2. General liability coverage shall include: a. Premises and Operations b. Products/Completed c. Personal Injury liability d. Severability of interest 3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County: Additional Insured Endorsement, which shall read: “County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.” Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the Grantee shall be notified by the contracting department of these requirements. 4. Fidelity Bond Before receiving any reimbursement under this Agreement, Grantee will furnish County with evidence that all officials, employees, and agents handling or having access to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amount Attachment A - Lease Agreement of AT LEAST fifteen percent (15%) of the maximum financial obligation of the County cited herein. If such bond is canceled or reduced, Grantee will notify County immediately, and County may withhold further payment to Grantee until proper coverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County. E. Special Provisions The following provisions shall apply to this Agreement: 1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Grantee and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Grantee pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Grantee. However, this shall not in any way limit liabilities assumed by the Grantee under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Grantees obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self- insurance retentions. 3. Should any of the work under this Agreement be sublet, the Grantee shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Grantee may insure subcontractors under its own policies. Attachment A - Lease Agreement ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTR INSD WVD PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A(Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/3/2019 (858) 677-9409 (603) 875-1213 XXXXXX Palo Alto History MuseumP O Box 676 Palo Alto, CA 94302 A 1,000,000 X 2019-22041 10/10/2019 10/10/2020 500,000 20,000 1,000,000 2,000,000 2,000,000 LIQUOR 1,000,000 1,000,000A 2019-22041 10/10/2019 10/10/2020 A Directors & Officers 2019-22041-DO 10/10/2019 Occur 1M/ Agg 2,000,000 County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, are named Additional insured as respects to General Liability so long as a written contract or agreement to such exists with the named insured prior to a loss, per attached endorsement CG 20 26 04 13. County of Santa Clara Attn: Santa Clara County Clerk 70 W. Hedding San Jose, CA 95110 PALOALT-01 ABIGAILTARVER NFP Property & Casualty Services, Inc.160 West Santa Clara StreetSuite 575San Jose, CA 95113 Tami O'Neill tami.oneill@nfp.com Nonprofts' Insurance Alliance of California Inc. 10/10/2020 X X X XX Attachment A - Lease Agreement POLICY NUMBER:COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION CG 20 26 04 13 2019-22041 Named Insured: Palo Alto History Museum Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Name Of Additional Insured Person(s) Or Organization(s): SCHEDULE COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement modifies insurance provided under the following: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. A. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © Insurance Services Office, Inc., 2012 Page 1 of 1CG 20 26 04 13 Attachment A - Lease Agreement HISTORIC GRANT PROGRAM FUNDING AGREEMENT BY AND BETWEEN THE CITY OF PALO ALTO AND THE COUNTY OF SANTA CLARA This Funding Agreement (“Agreement”) is made and entered into by and between the County of Santa Clara, a political subdivision of the State of California (hereinafter referred to as the “County”) and the City of Palo Alto, a municipal corporation (hereinafter referred to as “Grantee”). County and Grantee are each a “Party” and collectively the “Parties” to this Agreement. RECITALS WHEREAS, Grantee signed and submitted a Historic Grant Program application (“Application”) to the County requesting grant funding for Restoration of the Original Clay Tile Roof of the Historic Roth Building (“Project”), which is incorporated herein and made a part of this Agreement by this reference (Exhibit B). County materially relies upon the statements and documentation submitted by Grantee in said Application in its entirety and based upon this material reliance County is willing to enter into this Agreement with Grantee; WHEREAS, Grantee represents and warrants to County that Grantee, by itself and through its contractors and consultants, has experience, expertise, financial capability and ability to complete the Project contemplated herein and to fully perform all obligations and responsibilities under this Agreement to completion; WHEREAS, the Board of Supervisors, wishes to assist Grantee in completing the Project which serves as a capital improvement to the Historic Roth Building, home to the Palo Alto History Museum on a continuous uninterrupted basis for at least twenty (20) years (collectively, the “Public Purpose”); WHEREAS, the Board of Supervisors has approved the award of Grant Funds (as defined herein below) to Grantee provided Grantee complies with all terms and conditions of this Agreement and has found that the Project will serve a public purpose of general County interest as a capital improvement to the Historic Roth Building, home to the Palo Alto History Museum; and, WHEREAS, the award of the Grant Funds is contingent upon Grantee complying with all terms and conditions of this Agreement, which includes Grantee satisfying all of the Grant Scope/Cost Estimate Form representations contained in Appendix D (as amended) of Grantee’s Application, which is included within Exhibit B herein below.            Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 2 of 16 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, County and Grantee agree to the foregoing and as follows: 1. All Recitals contained herein above are incorporated into and made a part of this Agreement as terms and conditions. 2. Grantee may utilize the Grant Funds specified in Section 4 of this Agreement to complete the Project within three years from the Effective Date of this Agreement and shall return any unspent funds at the end of this three-year period to County. 3. Grantee warrants and represents that it shall expend all Grant Funds in accordance with the terms of this Agreement and the Historic Grant Program Procedural Guide (“Guide”) (Exhibit A) attached and incorporated herein by this reference. In the event that there are any inconsistencies between the Agreement and the Guide, the provisions of this Agreement shall control. 4. Grantee shall acknowledge County’s contribution to the Project in accordance with the requirements of the Guide; the acknowledgement shall first be reviewed and approved by County before it is installed or displayed. SECTION 1. PUBLIC PURPOSES If applicable, Grantee represents and warrants that it will use best efforts to secure all the requisite rights and entitlements from public agencies, local government, and the property owner (if any) to carry out the Project. Grantee further represents and warrants that it will ensure that at all times applicable to the Project, it will be open and available to the public on an equal basis, and accessible by all members of the public. SECTION 2. GRANTEE RESPONSIBILITIES County funding is subject to the following conditions, as applicable to the Project: (1) Responsibilities of Grantee. Grantee shall ensure that the Project is completed and operated in compliance with all requirements of the Guide. The Project shall be fully completed and operational within three years from the date of execution of this Agreement. Grantee shall act promptly and without delay with respect to such matters in relation to the Project in accordance with the following (as applicable to the Project): a. Comply with all laws and Guide requirements, including but not limited to all environmental, health, and safety laws and all provisions of the California Public Contracts Code and Labor Code. b. Comply with best industry practices and manufacturer design and construction specifications.          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 3 of 16 c. Prepare plans and specifications and construction of the Project using qualified persons with the requisite skills and expertise to complete the Project. d. Prepare all environmental documents required for completion of the Project pursuant to the California Environmental Quality Act, National Environmental Policy Act, and any rules and/or regulations promulgated thereunder, where applicable. No funds will be dispersed until these environmental requirements have been fully met. e. Secure all approvals, permits, and certifications by government agencies required for completion of the Project f. Secure performance and payment bonds in 100% of the amount of any construction contract to assure satisfactory completion of the Project, and the payment of laborers and suppliers of material. g. Each year, during completion of the Project, Grantee shall cause a report to be made to the County Board of Supervisors showing progress made towards completion of the Project. (2) Capital Contributions by Parties to Agreement a. Grantee shall ensure that any funds in excess of the Grant Funds needed to complete the Project are secured by Grantee and not by County. b. No Grant Funds may be used for office space, salary, or administrative expenses incidental to the Project. (3) Budget Contingency. Performance and/or payment by County pursuant to this Agreement is contingent upon the appropriation of sufficient funds by County for the work covered by this Agreement. If funding is reduced or eliminated by County for the work covered by this Agreement, the County may, at its option and without penalty or liability, terminate this Agreement or offer an amendment to this Agreement indicating the reduced amount. County is under no obligation to fund the Project. SECTION 3. OPERATION AND MAINTENANCE Upon completion of Project, Grantee warrants, represents, and agrees that it, or its authorized representatives, will operate, manage, and maintain the Project for a period of at least twenty (20) consecutive years from the effective date of this Agreement, for Public purposes, open to the public and for the benefit of the general public. Ongoing operation, management, and maintenance is solely the responsibility of the Grantee acting by itself or through its authorized representatives.          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 4 of 16 SECTION 4. COMPENSATION (1) County shall provide Grantee Two Hundred Thousand Dollars ($200,000) (“Grant Funds”) only in accordance with the reimbursement provisions of the Guide. Grantee shall thoroughly review and develop an understanding of the obligations set out in the Guide, including but not limited to the “Reimbursements” and “Final Reimbursement” sections. The Compensation in this Agreement shall be subject to the Budget Contingency in Section 2, paragraph 3. (2) If the amount of compensation in Section 4.1 of this Agreement varies from the Project budget identified in Appendix D of the Application, then a revised grant scope and cost estimate form shall be attached hereto as “Amended Appendix D” and “Amended Appendix E” to Exhibit B. Amended Appendix D shall set forth the grant scope and cost estimate based on the Grant Funds awarded. Amended Appendix D and Amended Appendix E shall replace Appendix D and Appendix E to Exhibit B. (3) Any Grant Funds not expended pursuant to the terms and conditions of this Agreement shall be returned to County immediately. In addition, if, for whatever reason, the Grantee is unable to ensure the completion of the Project or is unable to ensure that the Project is carried out, operated, managed, or maintained for the time period specified in this Agreement, Grantee shall immediately refund to the County all the Grant Funds, even if some or all of such Grant Funds have already been expended for the Project. (4) At the sole discretion of the County, advance funding may be provided in accordance with the terms of the Guide. SECTION 5. RECORDS RETENTION AND AUDIT (1) Grantee shall maintain Project records for audit purposes for three (3) years after completion of the Project or until all claims are settled, whichever occurs last. All records and data shall be available to County upon reasonable notice within five (5) working days of a request by County. Grantee shall repay County with interest at the rate earned on County investments for any unauthorized activities disclosed by audit or inspection, including the cost of the audit, within thirty (30) calendar days of demand by County. (2) Audits may be conducted at the discretion of the Santa Clara County Parks and Recreation Department (“Department”). The audits may take two forms; a walk-through inspection of the Project premises, if any, and informal review of the Project records by Department staff, and/or a formal financial audit conducted by either County staff or a consultant. Grantee shall be prepared for either or both types of audits. A walk-through inspection may occur at the beginning of a Project, prior to approval of the final reimbursement request, or at periodic intervals throughout the Project. A formal financial audit may occur as deemed necessary by the Department.          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 5 of 16 SECTION 6. INDEMNIFICATION. Grantee covenants, warrants, represents, and agrees that it shall indemnify, defend, save, and hold harmless the County and all of its employees, officers, directors, attorneys, agents, contractors, successors, and assigns in accordance with the indemnification provision of Exhibit C, which is incorporated herein and made a part of this Agreement by this reference. SECTION 7. TERM OF AGREEMENT This Agreement is effective as of the date of its full execution and shall terminate three (3) years following date of full execution, unless otherwise terminated earlier pursuant to the terms of this Agreement. SECTION 8. NOTICES Any notices provided herein shall be deemed received when mailed or delivered to the respective parties addressed as follows: County of Santa Clara City of Palo Alto Director County of Santa Clara Parks and Recreation Department 298 Garden Hill Drive Los Gatos, CA 95032 Phone: (408) 355-2220 Ed Shikada City Manager City of Palo Alto 250 Hamilton Palo Alto, CA 94301 Phone: (650) 329-2634 SECTION 9. MISCELLANEOUS (1) Entire Agreement. This document represents the entire agreement between the parties in relation to the subject matter contained herein. All prior negotiations and written and/or oral agreements between the Parties with respect to the subject matter of the Agreement are merged into this Agreement. (2) Amendments. This Agreement may only be amended by a written instrument signed by authorized representatives of both parties. (3) Conflict of Interest. Grantee shall comply, and require its contractors, employees, agents, representatives, subcontractors and consultants to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by the County.          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 6 of 16 a. In accepting this Agreement, Grantee covenants, warrants, represents, and agrees that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Grantee further covenants that, in the performance of this Agreement, it will not employ any contractor, consultant or person having such an interest. Grantee, including but not limited to Grantee’s employees, contractors, subcontractors and consultants, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests. b. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, Grantee shall ensure that all such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable laws and regulations including, as required, filing of Statements of Economic Interests within 30 days of commencing any work pursuant to this Agreement, annually by April 1, and within 30 days of their termination or cessation of work pursuant to this Agreement. (4) Governing Law, Venue. This Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, shall be governed by, construed, and enforced in accordance with the law of the State of California (excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement, including arbitration proceedings, shall be brought only in Santa Clara County, California. EACH OF THE PARTIES CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN SANTA CLARA COUNTY, CALIFORNIA. (5) Assignment. No assignment of this Agreement or of any of the rights or obligations hereunder shall be valid without the prior written consent of the County. (6) Waiver. No delay or omission by either Party hereto to exercise any right occurring upon any noncompliance or default by the other Party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the Parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. (7) Non-Discrimination. Grantee represents, warrants, and agrees that it and its contractors, consultants, and representatives shall comply with all applicable Federal, State, and local laws and regulations including Santa Clara County’s policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964 as amended; Americans with          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 7 of 16 Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code sections 12900 et seq.); and California Labor Code sections 1101 and 1102. Grantee represents, warrants, and agrees that it shall not discriminate against any contractor, subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Grantee also represents, warrants, and agrees that it shall not discriminate in provision of work performed in relation to this Agreement because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. (8) County No-Smoking Policy. Grantee and its employees, agents, contractors, subcontractors and consultants, shall comply with the County’s No-Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County-owned and operated health facilities, (2) within 30 feet surrounding County- owned buildings and leased buildings where County is the sole occupant, and (3) in all County vehicles. (9) Food and Beverage Standards. Except in the event of an emergency or medical necessity, County’s nutritional standards shall apply to any foods and/or beverages purchased by Grantee with Grant Funds for County-sponsored meetings or events. (10) California Public Records Act. All documents and records provided to or made available to County under this Agreement become the property of the County, which is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Grantee proprietary information is contained in documents submitted to County, and Grantee claims that such information falls within one or more CPRA exemptions, Grantee must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, County will make reasonable efforts to provide notice to Grantee prior to such disclosure. If Grantee contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required at its own cost, liability, and expense to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Clara county before the County responds to the CPRA request. If Grantee fails to obtain such a remedy before County responds to the CPRA request, County may disclose the requested information and shall not be liable or responsible for such disclosure. Grantee further warrants, represents, and agrees that it shall defend, indemnify, and hold County harmless against any and all claims, actions or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for any information arising from any representation, or any action (or inaction), by the Grantee, its contractors, consultants, employees, agents, or representatives.          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 8 of 16 (11) No Third-Party Beneficiaries. This Agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the Parties signing this Agreement. Subcontractors, sponsors, and affiliates shall have no right or claim attaching to this Agreement or to the Grant Funds and are not third-party beneficiaries of or to this Agreement. (12) Relationship of the Parties. The Parties acknowledge and agree that nothing set forth in this Agreement shall be deemed or construed to render the parties as joint venturers, partners, agents, a joint enterprise, employer-employee, or lender-borrower. Grantee shall have no authority to employ any person as employee or agent on behalf of County for any purpose. Neither Grantee nor any person using or involved in or participating in the Project or in the use of the Grant Funds shall be deemed a third party beneficiary to this Agreement nor an employee or agent of County, nor shall any such person represent himself or herself to others as a third party beneficiary to this Agreement or as an employee or agent of County. (13) No Indemnification and Insurance by County. Nothing contained in this Agreement is to be construed as an indemnification by County for any loss, damage, injury or death arising out of or caused, in whole or in part, by the County or its Board of Supervisors, officers, executives, attorneys, employees, agents, representatives, contractors or subcontractors. Nothing contained herein shall be construed to, and nothing shall, obligate the County to provide any insurance, indemnity or protection for or on behalf of any third party, the Project or the property owner. (14) Subcontractors. If any obligation is performed for or on behalf of Grantee through a consultant, contractor or subcontractor, Grantee shall remain fully responsible for the performance of all obligations under this Agreement and Grantee shall be solely responsible for all payments due to its contractors, consultants, or subcontractors. No contract, subcontract, or other agreement entered into by Grantee with any third party in connection with this Agreement, or for or in relation to the use of the Grant Funds, shall provide for any indemnity, guarantee, or assumption of liability by, or other obligation of, County with respect to such arrangement. No contractor, consultant, or subcontractor will be deemed a third party beneficiary for any purposes under or to this Agreement. (15) Nonexclusive Agreement. Grantee agrees that this Agreement is non-exclusive and County may at any time, in its sole discretion, enter into agreements with other parties for any purpose deemed to be in the best interest of the County. (16) Paragraph Headings. The headings and captions of the various paragraphs and subparagraphs hereof are for convenience only, and they shall not limit, expand, or otherwise affect the construction or interpretation of this Agreement. (17) Cumulative Remedies. The rights and remedies of the Parties to this Agreement, whether pursuant to this Agreement or in accordance with law, shall be construed as cumulative, and the exercise of any single right or remedy shall constitute neither a bar to the exercise of nor the waiver of any other available right or remedy.          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 9 of 16 (18) Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, and all of such counterparts so executed together shall be deemed to constitute one and the same agreement, and each such counterpart shall be deemed to be an original provided all of the Parties have fully executed the Agreement. Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County. (19) Construction/Severability. This Agreement shall not be construed more strongly against either Party regardless of who is more responsible for its preparation. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other part of this Agreement, but the Agreement shall be construed as not containing the particular provision or provisions held to be invalid or unenforceable. (20) Authority. Each Party represents and warrants that it has executed this Agreement freely, fully intending to be bound by the terms and provisions contained in this Agreement and that the persons signing below are authorized to sign on each Party’s behalf. (21) Office of Foreign Assets Control Compliance. Grantee represents to County that: (a) Grantee and each of the Grantee Representatives are not acting, and shall not act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation enforced or administered by the federal Office of Foreign Assets Control; and (b) Grantee, and the Grantee Representatives, are not engaged in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity, or nation. (22) County Regulatory Authority. Grantee acknowledges and agrees that County, acting not as landlord but in its governmental regulatory capacity, has certain governmental regulatory authority over the Premises and that nothing in this Agreement binds the County to exercise or refrain from exercising this discretionary governmental authority in any particular manner. (23) Bribery Clause. Grantee certifies, represents, and warrants that Grantee and the Grantee Representatives have not been convicted of bribery or attempting to bribe an officer or employee of County or any other municipality or state entity nor has Grantee or any of the Grantee Representatives made an admission of guilt of such conduct which is a matter of record.          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 10 of 16 (24) Wage Theft Prevention. a. Compliance with Wage and Hour Laws. Grantee, and any the Grantee Representatives it employs or contracts with to complete work under this Agreement, must comply with all applicable federal, state, and local wage and hour laws. Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and any local Minimum Wage Ordinance or Living Wage Ordinance. b. Final Judgments, Decisions, and Orders. For purposes of this Section, a “final judgment, decision, or order” refers to one for which all appeals have been exhausted. Relevant investigatory government agencies include: the Federal Department of Labor, the California Division of Labor Standards Enforcement, a local enforcement agency, or any other government entity tasked with the investigation and enforcement of wage and hour laws. c. Prior Judgments against Grantee. By signing this Agreement, grantee affirms that it has disclosed any final judgments, decisions, or orders from a court or investigatory government agency finding—in the five years prior to executing this Agreement—that Grantee has violated any applicable wage and hour laws. Grantee further affirms that it has satisfied and complied with—or has reached agreement with the County regarding the manner in which it will satisfy—any such judgments, decisions, or orders. d. Judgments During Term of Contract. If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision, or order finding that Grantee or any subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or Grantee learns of such a judgment, decision, or order that was not previously disclosed, Grantee must inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM), no more than 15 days after the judgment, decision, or order becomes final or of learning of the final judgment, decision, or order. Grantee and its subcontractors shall promptly satisfy and comply with any such judgment, decision, or order, and shall provide the Office of the County Executive-OCCM with documentary evidence of compliance with the final judgment, decision, or order within 5 days of satisfying the final judgment, decision, or order. County reserves the right to require Grantee to enter into an agreement with the County regarding the manner in which any such final judgment, decision, or order will be satisfied. e. County’s Right to Withhold Payment. Where Grantee has been found in violation of any applicable wage and hour law by a final judgment, decision, or order of a court or government agency, the County reserves the right to withhold payment to Grantee until such judgment, decision, or order has been satisfied in full. f. Material Breach. Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for termination of this Agreement and/or any other remedies available under this Agreement and/or law.          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 11 of 16 g. Notice to County Related to Wage Theft Prevention. Notice provided to the Office of the County Executive as required under this Section shall be addressed to: Office of the County Executive—OCCM; 70 West Hedding Street; East Wing, 11th Floor; San José, CA 95110. The Notice provisions of this Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section. (25) Prevailing Wage. Grantee acknowledges and agrees that work performed under this Agreement may be considered a public work within the meaning of California Labor Code Section 1720 and that the requirements of Section 1771, et. seq. apply to such public work. Grantee has included (and will include) consideration for this obligation in calculating compensation under this Agreement, if such prevailing wage requirements are applicable. Grantee is solely responsible and liable for ensuring compliance with all applicable prevailing wage laws. County may at any time, without obligation to do so, audit Grantee to verify whether Grantee is in compliance with prevailing wage laws. Grantee shall cooperate with all such audits, including making available and providing copies, during the period 9:00 a.m. to 5:00 p.m., Monday through Friday, any and all records requested by County to verify compliance promptly upon request, but not later than seventy-two hours after such request. (26) Insurance. Grantee shall provide insurance and comply with all insurance and other terms and conditions set out in the attached Exhibit C. (27) Intellectual Property. Grantee acknowledges, represents, warrants, and agrees that Grantee owns and holds the full rights to any and all images, paintings, art work, photographs, depictions, videos, other digital representations and other intellectual property (the “Intellectual Property”) that Grantee produces, creates, generates, uses or provides as a part of the Project, and Grantee does hereby assign, transfer and grant to the County of Santa Clara the non- exclusive, non-revocable, perpetual, worldwide license to use the Intellectual Property for any County purpose, including but not limited to the right to post, reproduce, market, print, copy, use in any form and in social media or the internet, use in any marketing or advertising, display, publicly perform, publish, broadcast, distribute, combine or distribute the Intellectual Property or any of the intellectual property rights contained therein for County’s sole use, excluding the right to sell, transfer or assign any of the Intellectual Property. Grantee further waives any right it may have to inspect, view, or approve any of the uses made of the Intellectual Property. Grantee hereby forever releases, discharges, and agrees to save and hold harmless County, its employees, agents, representatives and Board of Supervisors, from, for and against any and all liabilities, claims, causes of action, allegations and lawsuits that are made or threatened to be made in relation to any use made of any of the Intellectual Property, including but not limited to any blurring, distortion, alteration, optical illusion or use in composite or edited form, whether intentional or otherwise, that may occur or be produced in the use of any of the Intellectual Property or the processing of the Intellectual Property.          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 12 of 16 (28) Exhibits. The following exhibits are attached to this Agreement and are incorporated herein by this reference. Exhibit A – Historic Grant Program Procedural Guide Exhibit B – Grant Application Exhibit C – Insurance Requirements and Proof of Insurance (29) Survival. All terms and conditions that by their nature should survive termination or expiration of this Agreement, shall so survive including but not limited to Sections 1, 2, 3, 5, 6, 8, and 9 inclusive. ////SIGNATURES FOLLOW ON NEXT PAGE////          Attachment A - Lease Agreement Historic Grant Agreement (Program One-Round 1) CAPITAL By and between the City of Palo Alto and the County of Santa Clara for the ‘Restoration of the Original Clay Tile Roof of the Historic Roth Building’ Project Page 13 of 16 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as provided below, effective as of the last date signed by all the Parties (“Effective Date”). Grantee: Ed Shikada, City Manager City of Palo Alto Dated: Approved as to form: 7HUHQFH+RZ]HOO, &KLHI$VVLVWDQW&LW\$WWRUQH\ City of Palo Alto COUNTY OF SANTA CLARA: Sylvia Gallegos Deputy County Executive Date: Approved as to form and legality: (OL]DEHWK9LVVHUV Deputy County Counsel             Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 1 of 24 GRANT FUNDING AGREEMENT Between the County of Santa Clara and the City of Palo Alto for Restoration and Repair of the Roth Building Elevator (Fiscal Year 2022 Historic Heritage Grant Funds, $350,000) This Grant Funding Agreement (“Agreement”) is made and entered into as of the last date signed below by all parties (“Effective Date”) by and between the County of Santa Clara, a political subdivision of the State of California (“County”), and the City of Palo Alto, a California municipality, with its primary offices located at 250 Hamilton Ave, Palo Alto, CA 94301 (“Grantee”). County and Grantee shall sometimes be referred to herein individually as a “Party” or collectively as the “Parties.” RECITALS WHEREAS, the Grantee submitted an application to the County’s Historical Heritage Commission (“Historical Heritage Commission” or “Commission”) for funding of the Restoration and Repair of the Roth Building Elevator (“Project”) located at 300 Homer Avenue, Palo Alto, CA 94301; WHEREAS, the Project includes the restoration and repair of the Roth Building’s 1940’s Otis Elevator, as more fully described in Attachment A “Scope of Work and Itemized Project Budget” incorporated and made a part of this Agreement by reference herein; WHEREAS, the Historical Heritage Commission, on April 21, 2022, reviewed the merits of the Grantee’s application and forwarded its recommendation to the Board of Supervisors that it approve the allocation of $350,000 (Three-hundred fifty thousand dollars) from the Fiscal Year 2022 Historical Heritage Park Charter Development Funds to assist the Grantee with the Project; WHEREAS, the Board of Supervisors reviewed the information provided in support of the Project and found that the Project meets the requirements for use of Park Charter Development funds in Section 604 (b) of the County Charter; and, WHEREAS, the Board of Supervisors on June 7, 2022, reviewed and approved the recommendation of the Historical Heritage Commission to allocate $350,000 (“Grant”) to assist with the Project, which will acknowledge, preserve, and commemorate the historical and cultural heritage of the Santa Clara Valley. NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions herein, County and Grantee agree to the foregoing and as follows: DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E X Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 2 of 24 SECTION I. GRANTEE RESPONSIBILITIES The County and Grantee agree that the foregoing recitals of the Agreement are the basis for and incorporated into and made a part of this Agreement as terms and conditions. The County and Grantee further agree that County funding is subject to the following conditions: A.General. Grantee, at Grantee’s sole cost and expense, shall perform or cause to be performed the Scope of Work described in Attachment A, and the Grantee shall act promptly and without delay with respect to such matters in relation to the Project. In performing the Project, the Grantee agrees to the following terms and conditions. (1) Approvals. (a)Grantee shall prepare all environmental documents and take all other actions required for approval and completion of the Project pursuant to the CaliforniaEnvironmental Quality Act, National Environmental Policy Act, and any rulesand/or regulations promulgated thereunder and any other applicable laws. (b)Grantee shall secure all required approvals, including approvals from government agencies required for completion of the Project. (c)Grantee warrants, represents, and agrees that, except where otherwise expresslyprohibited by state or federal law, Grantee, as the applicant for any discretionary land use permit, development permit, license, authorization,entitlement, or other approval from County, will defend, indemnify, and holdharmless County and its officers, agents, employees, boards and commissionsfrom, for and against any claim, action or proceeding brought by any person orentity (“third party”) other than the Grantee against County or its officers, agents, employees, boards, or commissions that arises from or is in any wayrelated to the approval, including but not limited to claims, actions, orproceedings to attack, set aside, void, or annul the approval. County has theright to participate in the defense of any claim, action, or proceeding. Thisindemnity shall not apply to the gross negligence or willful misconduct of County, or of its agents, officers, employees, boards, or commissions. (2) Acknowledgements. (a)Grantee shall publicly acknowledge the Grant by providing a plaquepermanently affixed to the building exterior, or on a prominent location on theProject site, visible to the public. The acknowledgement credit shall read:“Restoration made possible in part by a grant from the County of Santa Clara DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 3 of 24 Parks and Recreation Department’s Historical Heritage Grant Program.” Grantee shall obtain County Parks and Recreation Department review and approval of the plaque or sign prior to manufacture and installation. (b) Grantee shall publicly acknowledge the Grant by giving credit to County in project-related materials including newsletters, brochures, and internet messages. (3)Reports and Documentation. (a)Grantee shall submit a bi-annual written project accomplishment report for the Project to the County Parks and Recreation Department no later than November1 and May 1 of each year, until the Project is completed and reimbursementreceived. (b)Grantee shall provide any documentation the Historical Heritage Commission requests regarding the Project. This includes, but is not limited to, documentsbefore construction work begins in order to ensure that the proposed Project isconsistent with the United States Secretary of the Interior’s standards forrehabilitation, preservation, and restoration of historic properties. (c)Grantee shall make a presentation at a regularly scheduled Historical HeritageCommission meeting discussing the completed Project within three (3) monthsof Project completion. The Grantee shall print and distribute the same photosthat were submitted with the final reimbursement request to the Commission members at the presentation. County Parks and Recreation Department Staffwill facilitate the scheduling of the presentation. (4)Additional Conditions for Artwork Restoration (a) If the Scope of Work involves the restoration or alteration of an artwork, mural,or other original work of authorship within the meaning of 17 U.S.C. § 102,Grantee shall obtain a License from the owner of the copyright to the work prior torequesting funding. This License must grant the right to (1) reproduce thecopyrighted work; (2) prepare derivative works based upon the copyrighted work; (3) distribute copies of the copyrighted work to the public by sale or other transferof ownership, or by rental, lease, or lending; and (4) display the copyrighted workpublicly. As a condition of the Agreement, Grantee must assign its license to theCounty. B.Capital Contributions. (1)Grantee shall expend the Grant exclusively for third-party expenses arising fromservices, permits, fees, labor, materials, and equipment required for the Scope of DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 4 of 24 Work and Itemized Project Budget specified in Attachment A for completion of the Project. No contribution made by County shall be used for Grantee’s internal salary or administrative expenses, including office overhead or expenses. (2)Grantee shall successfully demonstrate expenditure of Grantee’s cash contribution funds to County’s satisfaction prior to reimbursement through the Grant. Additional funds needed to complete the Project shall be identified in Attachment A, Scope ofWork and Itemized Project Budget. (3)County recognizes that the Itemized Project Budget identified in Attachment A is an estimate and may include a contingency. To the extent that costs qualifying for reimbursement through the Grant vary from this budget, the following provisionsapply: (a) For work to be performed that is funded by both Grantee and County as reflected in Attachment A, if Grantee’s Cash Contribution for any itemized work to be performed is reduced, then the Grant contribution shall be reducedby the same percentage; (b)Adjustments may be made in the costs associated with Project elements to reflect actual costs, however material changes (even if there is minor or no change in cost) that will affect the restoration or preservation of a historicalelement, or changes that would necessitate County funding of a non-preservation element that the Grantee was financing with other funds, must beapproved by the Historical Heritage Commission. The Commission shall have sole discretion whether to approve or disapprove such adjustments. (c)Grantee is solely responsible for expenditures that may exceed the Grantamount. C. Prevailing Wages. The Project is a public work within the meaning of Labor Code Section 1720, to which the provisions of Labor Code Section 1770 et seq. apply. Grantee shall comply with all of the applicable provisions of the Labor Code, including, but not limited to, payment of prevailing wages. The Grantee shall include prevailing wage requirements in all agreements with third parties for work or services needed to complete the Project. Grantee is hereby notified that prevailing wage must meet the general prevailing rate of per diem wages and the rates for overtime and holiday work in the locality in which the work is to be performed for each craft, classification or type of worker needed to perform the work, as specified by the Director of Industrial Relations. Grantee are further notified that this Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. Further information on Compliance Monitoring Unit requirements can be found at https://www.dir.ca.gov/dlse/cmu/cmu.html. DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 5 of 24 The Labor Code requires Grantee’s compliance with the Department of Industrial Relations (DIR) electronic certified payroll reporting (eCPR) requirements which took effect on January 1, 2016. No contract can be awarded unless the public works project has been registered with the Department of Industrial Relations. Subcontractors used on the project must also comply. Additional information is available at http://www.dir.ca.gov/Public-Works/PublicWorks.html. Grantee agrees to comply with all related provisions of the Labor Code, including but not limited to, the provisions of Labor Code Section 1775 relating to the payment of prevailing wages, Section 1777.5 relating to the employment of apprentices, and Section 1811-1813 relating to the payment of Overtime and provisions pertaining to eCPR compliance. D.Project Conformance with the Secretary of the Interior’s Standards. The Project and the property upon which the Project is located shall at all times conform to the Secretary of the Interior’s Standards for the Treatment of Historic Properties. Should Grantee’s implementation of the Scope of Work fail to conform to the Secretary of the Interior’s Standards, the County may, at its sole discretion, withhold reimbursement until Grantee cures the issue. E.Term of Agreement. (1)This Agreement is effective on the Effective Date as stated above and shall remain in effect for three (3) years from the Effective Date (“Term”). If the Project iscompleted before the expiration of the Term, the Agreement shall then expire on anagreed upon date by the parties or as otherwise determined by County in its solediscretion. (2)Grantee shall complete the Project and demonstrate the Project to be fully usablewithin the Term. County may, at its sole discretion, approve an extension fordemonstrated delays not within the control of Grantee. The Grantee must requestthe extension in writing no later than three (3) months prior to the expiration of the Term. (3)If Grantee fails to complete the Project within the required timeframe and does notreceive an extension pursuant to this section, or if the Project does not conform tothe Scope of Work in Attachment A, the Grantee shall return all awarded Grant funds to the County. The County may, at its sole discretion, agree in writing toaccept a partially completed Project or a Project that does not conform to the Scopeof Work. F. Operation and Maintenance. Upon completion of the Project, the Grantee represents and warrants that it shall open the property upon which the Project is located to the public, and continuously operate and maintain the property and the Project for the benefit of the public for a period of at least twenty (20) years. Grantee shall DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 6 of 24 maintain the property in good operating condition during this period of time. Grantee shall be solely responsible for ongoing maintenance and operation. G. Termination The County may, upon written notice to Grantee, terminate all or part of this Agreement at any time for County’s convenience. Upon receipt of such notice, Grantee must immediately cease all work on the date and in the manner specified in the notice. Upon termination, County shall reimburse Grantee for eligible costs incurred pursuant to Section II of this Agreement. County is under no obligation to reimburse for work not yet completed or work that does not conform to the approved Scope of Work and Itemized Project Budget. SECTION II. COMPENSATION AND REIMBURSEMENT A.Reimbursement Amount. County shall reimburse the Grantee in an amount not to exceed the maximum Grant amount of $350,000 for eligible costs. County’s obligation to pay is expressly conditioned upon the Grantee’s demonstrated compliance with all of the terms and conditions of this Agreement and the availability of Grant funds. B.Reimbursement Requirements. (1)Grant funds shall be issued on a reimbursement basis only. No advanced funds shallbe issued. Grantee shall keep accurate accounting records of all Project expenditures. Reimbursement shall be limited to expenditures for work approved inthe Scope of Work and Itemized Project Budget (Attachment A). Expenditures shallbe incurred during the Term. (2)Reimbursement requests may be submitted at Grantee’s convenience but shall not exceed one request per quarter, and the Project shall have accrued at least $1,000 inclaimable expenditures during that quarter. Grantees must provide the following: (a)HHGP Payment Request Form completed and signed by the authorizedrepresentative. (b)HHGP Project Expenditure Worksheet which clearly shows the relationshipbetween expenditures and the grant scope of work deliverables in the grantfunding agreement.(c)Itemized invoice(s) demonstrating expenditure of eligible costs. All Projectinvoices must be directed to the Grantee. (d)Evidence that all invoices have been paid. For example, a clear copy of bothsides of a check or warrant issued to pay said invoices, or a receipt evidencingsuch payment. Bank account statements will not be accepted. DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 7 of 24 (e)Project Accomplishment Report that may include photos and construction inspection reports as applicable. (3) If Grantee is providing cash contribution funds, such funds shall be utilized beforerequests for reimbursement are made for HHGP funds. Documentation substantiating the expenditure of Grantee’s cash contribution funds must be provided with the first reimbursement request. (4)If a reimbursement request is incomplete, County may, at its sole discretion, paythat part of the reimbursement request that is complete or decline payment until the reimbursement request is complete. If the reimbursement request is satisfactory, the County shall endeavor to provide payment to the grantee within sixty (60) days of acomplete submittal. (5)Upon Project completion, the Grantee shall submit a final reimbursement request that includes all the items required in a standard reimbursement request and at least four photographs of the completed project and additional photographs of thepermanently installed HHGP funding acknowledgement sign. (6)Final reimbursement requests shall be submitted at least sixty (60) days prior to the expiration of this Agreement. It is the responsibility of the Grantee to be knowledgeable of the Agreement expiration date, to ensure timely completion ofthe Project and take all required steps to ensure receipt of reimbursement funds. C.Project Records, County Audit and Inspection. (1)Grantee shall be responsible for maintaining fiscal controls and fund accountingprocedures that show the following: (a)The disposition of the proceeds of Grant funds provided to Grantee; (b) The total costs of the Project; (c)The amount and nature of that portion of the Project cost supplied by othersources; and, (d) Any other records and controls that will facilitate an effective audit. (2)The fiscal controls and accounting procedures used to record Project costs and fundreceipts shall be based on generally accepted accounting standards and principles. Grantee shall maintain Project records (including paper and electronic media, asappropriate) showing compliance with all aspects of this Agreement for three (3)years after completion of the Project or until all claims are settled, whicheveroccurs last. All Project records shall be available to County within five (5) working DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 8 of 24 days of County’s reasonable notice. If the County determines that the Grantee used the Grant for ineligible costs, or other terms of the Agreement were breached, County may take any action permitted by law and any authorized actions under this Agreement and require Grantee to repay the Grant, with interest at the rate earned on County’s investments, and the cost of the audit. (3)In addition to an audit of Project Records, Grantee shall provide consent to Countyto access the Project during business hours any time during construction, and,following completion of the Project, during business hours following reasonablenotice by County. SECTION III. INDEMNIFICATION Grantee covenants, warrants, represents, and agrees that it shall indemnify, defend, save, and hold harmless the County and all of its employees, officers, directors, attorneys, agents, contractors, successors and assigns in accordance with the indemnification provisions of Exhibit C, which is incorporated herein and made a part of this Agreement by this reference. SECTION IV. NOTICES Any notices provided pursuant to this Agreement shall be sent by regular mail to the respective parties addressed as follows: COUNTY OF SANTA CLARA GRANTEE Director Parks and Recreation Department 298 Garden Hill Drive Los Gatos, CA 95032 Phone: (408) 355-2220 Ed Shikada, City Manager City of Palo Alto 250 Hamilton Ave Palo Alto, CA 94301 650-329-2280 SECTION V. MISCELLANEOUS A.Entire Agreement. This document represents the entire agreement between the Parties in relation to the subject matter contained herein. All prior negotiations and written and/or oral agreements between the Parties with respect to the subject matter of the Agreement are merged into this Agreement. B.Amendments. This Agreement may only be amended by a written instrument signed by authorized representatives of both Parties. DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 9 of 24 C.Conflict of Interest. (1)Grantee shall comply, and require its subcontractors to comply, with allapplicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section1090 et. seq., the California Political Reform Act (California Government Codesection 87100 et. seq.) and the regulations of the Fair Political PracticesCommission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of thisAgreement by County. (2) In accepting this Agreement, Grantee covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of thisAgreement. Grantee further covenants that, in the performance of thisAgreement, it will not employ any contractor or person having such an interest.Grantee subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably bematerially affected by the work performed under this Agreement, and (2)prohibits such persons from making or participating in making decisions thatwill foreseeably financially affect such interests. (3) If the disclosure provisions of the Political Reform Act are applicable to anyindividual providing service under this Agreement, Grantee shall, uponexecution of this Agreement, provide County with the names, description ofindividual duties to be performed, and email addresses of all individuals, including but not limited to Grantee’s employees, agents and subcontractors,who could be substantively involved in “mak[ing] a governmental decision” or“serv[ing] in a staff capacity” and in that capacity participating in makinggovernmental decisions or performing duties that would be performed by anindividual in a designated position, (2 CCR 18700.3), as part of Grantee’s service to County under this Agreement. Grantee shall immediately notifyCounty of the names and email addresses of any additional individuals laterassigned to provide such service to County under this Agreement in such acapacity. Grantee shall immediately notify County of the names of individualsworking in such a capacity who, during the course of the Agreement, end their service to County. (4) If the disclosure provisions of the Political Reform Act are applicable to anyindividual providing service under this Agreement, Grantee shall ensure that all DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 10 of 24 such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other applicable laws and regulations, including but not limited to those listed in subpart (ii) of the first sentence of this Section VI.C including, as required, filing of Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service pursuant to this Agreement. D.Governing Law, Venue. This Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, shall be governed by, construed, and enforced in accordance with the law of the State of California (excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement, including arbitration proceedings, shall be brought only in Santa Clara County, California. EACH OF THE PARTIES CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN SANTA CLARA COUNTY, CALIFORNIA. E.Assignment. No assignment of this Agreement or of any of the rights or obligations hereunder shall be valid without the prior written consent of County. F.Waiver. No delay or omission by either Party hereto to exercise any right occurring upon any noncompliance or default by the other Party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the Parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. G. Compliance with All Laws, Including Nondiscrimination, Equal Opportunity, andWage Theft Prevention. (1)Grantee shall comply with all applicable Federal, State, and local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited tothe non-discrimination, equal opportunity, and wage and hour Laws referenced inthe paragraphs below. (2)Grantee shall comply with all applicable Laws concerning nondiscrimination and equal opportunity in employment and contracting, including but not limited to the DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 11 of 24 following: Santa Clara County’s policies for contractors on nondiscrimination and equal opportunity; Title VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967; the Rehabilitation Act of 1973 (Sections 503 and 504); the Equal Pay Act of 1963; California Fair Employment and Housing Act (Gov. Code § 12900 et seq.); California Labor Code sections 1101, 1102, and 1197.5; and the Genetic Information Nondiscrimination Act of 2008. In addition to the foregoing, Grantee shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political belief, organizational affiliation, or marital status in the recruitment, selection for training (including but not limited to apprenticeship), hiring, employment, assignment, promotion, layoff, rates of pay or other forms of compensation. Nor shall Grantee discriminate in the provision of services provided under this contract because of age, race, color, national origin, ancestry, religion, sex, gender identity, gender expression, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status. (3)Grantee shall comply with all applicable wage and hour Laws, which may include but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code, and, if applicable, any local minimum wage, prevailing wage, or livingwage Laws. (4)For purposes of this Section V.G, the following definitions shall apply. A “Final Judgment” shall mean a judgment, decision, determination, or order (a) which isissued by a court of law, an investigatory government agency authorized by lawto enforce an applicable Law, an arbiter, or arbitration panel and (b) for which allappeals have been exhausted or the time period to appeal has expired. For payequity Laws, relevant investigatory government agencies include the federal Equal Employment Opportunity Commission, the California Division of LaborStandards Enforcement, and the California Department of Fair Employment andHousing. Violation of a pay equity Law shall mean unlawful discrimination incompensation on the basis of an individual’s sex, gender, gender identity, genderexpression, sexual orientation, race, color, ethnicity, or national origin under Title VII of the Civil Rights Act of 1964 as amended, the Equal Pay Act of 1963,California Fair Employment and Housing Act, or California Labor Code section1197.5, as applicable. For wage and hour Laws, relevant investigatorygovernment agencies include the federal Department of Labor, the CaliforniaDivision of Labor Standards Enforcement, and the City of San Jose’s Office of Equality Assurance. (5)By signing this Agreement, Grantee affirms that it has disclosed any finaljudgments that (A) were issued in the five years prior to executing this Agreement DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 12 of 24 by a court, an investigatory government agency, arbiter, or arbitration panel and (B) found that Grantee violated an applicable wage and hour law or pay equitylaw. Grantee further affirms that it has satisfied and complied with – or hasreached Agreement with the County regarding the manner in which it will satisfy– any such final judgments. (6)If at any time during the term of this Agreement, Grantee receives a FinalJudgment rendered against it for violation of an applicable wage and hour Law orpay equity Law, then Grantee shall promptly satisfy and comply with any suchFinal Judgment. Grantee shall inform the Office of the County Executive-Office of Countywide Contracting Management (OCCM)of any relevant Final Judgment against it within 30 days of the Final Judgment becoming final or of learning ofthe Final Judgment, whichever is later. Grantee shall also provide anydocumentary evidence of compliance with the Final Judgment within 5 days ofsatisfying the Final Judgment. Any notice required by this paragraph shall be addressed to the Office of the County Executive-OCCM at 70 W. Hedding Street, East Wing, 11th Floor, San José, CA 95110. Notice provisions in this paragraphare separate from any other notice provisions in this Agreement and, accordingly,only notice provided to the Office of the County Executive-OCCM satisfies thenotice requirements in this paragraph. (7)In addition to and notwithstanding any other provision of this Agreementconcerning access to Grantee’s records, Grantee shall permit the County and/orits authorized representatives to audit and review records related to compliancewith applicable pay equity Laws. Upon the County’s request, Grantee shall provide the County with access to any and all facilities and records, including butnot limited to financial and employee records, that are related to the purpose ofthis Section V.G, except where prohibited by federal or state laws, regulations orrules. County’s access to such records and facilities shall be permitted at any timeduring Grantee’s normal business hours upon no less than 10 business days’ advance notice. (8)Grantee shall (1) at least once in the first year of this Agreement and annuallythereafter, provide each of its employees working in California and each personapplying to Grantee for a job in California (collectively, “Employees and Job Applicants”) with an electronic or paper copy of all applicable pay equity Laws or(2) throughout the term of this Agreement, continuously post an electronic copyof all applicable pay equity Laws in conspicuous places accessible to all ofGrantee’s Employees and Job Applicants. (9)Material Breach: Failure to comply with any part of this section shall constitute amaterial breach of this Agreement. In the event of such a breach, the County may,in its discretion, exercise any or all remedies available under this Agreement andat law. County may, among other things, take any or all of the following actions: DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 13 of 24 (a)Suspend or terminate any or all parts of this Agreement.(b)Withhold payment to Grantee until full satisfaction of a Final Judgmentconcerning violation of an applicable wage and hour Law or pay equity Law.(c)Offer Grantee an opportunity to cure the breach. (10)Grantee shall impose all of the requirements set forth in this Section V.G on anysubcontractors permitted to perform work under this Agreement. This includesensuring that any subcontractor receiving a Final Judgment for violation of anapplicable Law promptly satisfies and complies with such Final Judgment. H.County No-Smoking Policy. Grantee and its employees, agents, contractors, subcontractors and consultants, shall comply with the County’s No-Smoking Policy, as set forth in the Board of Supervisors Policy Manual section 3.47 (as amended from time to time), which prohibits smoking: (1) at the Santa Clara Valley Medical Center Campus and all County-owned and operated health facilities, (2) within 30 feet surrounding County- owned buildings and leased buildings where County is the sole occupant, and (3) in all County vehicles. I.Food and Beverage Standards. Except in the event of an emergency or medical necessity, County’s nutritional standards shall apply to any foods and/or beverages purchased by Grantee with Grant Funds for County-sponsored meetings or events. J.California Public Records Act. All documents and records provided to or made available to County under this Agreement become the property of the County, which is a public agency subject to the disclosure requirements of the California Public Records Act (“CPRA”). If Grantee proprietary information is contained in documents submitted to County, and Grantee claims that such information falls within one or more CPRA exemptions, Grantee must clearly mark such information “CONFIDENTIAL AND PROPRIETARY,” and identify the specific lines containing the information. In the event of a request for such information, County will make reasonable efforts to provide notice to Grantee prior to such disclosure. If Grantee contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required at its own cost, liability, and expense to obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in Santa Clara county before the County responds to the CPRA request. If Grantee fails to obtain such a remedy before County responds to the CPRA request, County may disclose the requested information and shall not be liable or responsible for such disclosure. DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 14 of 24 Grantee further warrants, represents, and agrees that it shall defend, indemnify, and hold County harmless against any and all claims, actions or litigation (including but not limited to all judgments, costs, fees, and attorney’s fees) that may result from denial by County of a CPRA request for any information arising from any representation, or any action (or inaction), by the Grantee, its contractors, consultants, employees, agents, or representatives. K.No Third-Party Beneficiaries. This Agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the Parties signing this Agreement. Subcontractors, sponsors, and affiliates shall have no right or claim attaching to this Agreement or to the Grant Funds and are not third-party beneficiaries of or to this Agreement. L.Relationship of the Parties. The Parties acknowledge and agree that nothing set forth in this Agreement shall be deemed or construed to render the parties as joint venturers, partners, agents, a joint enterprise, employer-employee, or lender-borrower. Grantee shall have no authority to employ any person as employee or agent on behalf of County for any purpose. Neither Grantee nor any person using or involved in or participating in the Project or in the use of the Grant Funds shall be deemed a third party beneficiary to this Agreement nor an employee or agent of County, nor shall any such person represent himself or herself to others as a third party beneficiary to this Agreement or as an employee or agent of County. M.No Indemnification and Insurance by County. Nothing contained in this Agreement is to be construed as an indemnification by County for any loss, damage, injury or death arising out of or caused, in whole or in part, by the County or its Board of Supervisors, officers, executives, attorneys, employees, agents, representatives, contractors or subcontractors. Nothing contained herein shall be construed to, and nothing shall, obligate the County to provide any insurance, indemnity, or protection for or on behalf of any third party, the Project, or the property owner. N.Subcontractors. If any obligation is performed for or on behalf of Grantee through a consultant, contractor, or subcontractor, Grantee shall remain fully responsible for the performance of all obligations under this Agreement and Grantee shall be solely responsible for all payments due to its contractors, consultants, or subcontractors. No contract, subcontract, or other agreement entered into by Grantee with any third party in connection with this Agreement, or for or in relation to the use of the Grant Funds, shall provide for any indemnity, guarantee, or assumption of liability by, or other obligation of, County with respect to such arrangement. No contractor, consultant, or subcontractor will be deemed a third-party beneficiary for any purposes under or to this Agreement. DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 15 of 24 O.Nonexclusive Agreement. Grantee agrees that this Agreement is non-exclusive and County may at any time, in its sole discretion, enter into agreements with other parties for any purpose deemed to be in the best interest of the County. P.Paragraph Headings. The headings and captions of the various paragraphs and subparagraphs hereof are for convenience only, and they shall not limit, expand, or otherwise affect the construction or interpretation of this Agreement. Q. Cumulative Remedies. The rights and remedies of the Parties to this Agreement, whether pursuant to this Agreement or in accordance with law, shall be construed as cumulative, and the exercise of any single right or remedy shall constitute neither a bar to the exercise of nor the waiver of any other available right or remedy. R.Counterparts and Electronic Signatures. This Agreement may be executed in several counterparts, and all of such counterparts so executed together shall be deemed to constitute one and the same agreement, and each such counterpart shall be deemed to be an original. Unless otherwise prohibited by law or County policy, the Parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County. S.Construction/Severability. This Agreement shall not be construed more strongly against either Party regardless of who is more responsible for its preparation. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable any other part of this Agreement, but the Agreement shall be construed as not containing the particular provision or provisions held to be invalid or unenforceable. T.Authority. Each Party represents and warrants that it has executed this Agreement freely, fully intending DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 16 of 24 to be bound by the terms and provisions contained in this Agreement and that the persons signing below are authorized to sign on each Party’s behalf. U.Office of Foreign Assets Control Compliance. Grantee represents to County that: (a) Grantee and each of the Grantee Representatives are not acting, and shall not act, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation enforced or administered by the federal Office of Foreign Assets Control; and (b) Grantee, and the Grantee Representatives, are not engaged in this transaction, directly or indirectly, on behalf of, or instigating or facilitating this transaction, directly or indirectly, on behalf of any such person, group, entity, or nation. W. County Regulatory Authority. Grantee acknowledges and agrees that County, acting not as landlord but in its governmental regulatory capacity, has certain governmental regulatory authority over the Premises and that nothing in this Agreement binds the County to exercise or refrain from exercising this discretionary governmental authority in any particular manner. X.Bribery Clause. Grantee certifies, represents, and warrants that Grantee and the Grantee Representatives have not been convicted of bribery or attempting to bribe an officer or employee of County or any other municipality or state entity nor has Grantee or any of the Grantee Representatives made an admission of guilt of such conduct which is a matter of record. Y.Insurance. Grantee shall provide insurance and comply with all insurance and other terms and conditions set out in the attached Attachment B. Z.Intellectual Property. (1) County shall own all right, title, and interest in and to the Deliverables. For purposes of this Agreement, the term “Deliverables” shall mean anydocumentation and deliverables created by Grantee during the performance ofservices that are identified in this Agreement. Grantee hereby assigns to theCounty all rights, title and interest in and to any and all intellectual property whether or not patentable or registrable under patent, copyright, trademark or similar statutes, made or conceived or reduced to practice or learned by Grantee,either alone or jointly with others, during the period of Grantee’s agreement with DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 17 of 24 the County or result from the use of premises leased, owned or contracted for by the County. (2)Grantee acknowledges that all original works of authorship which are made byGrantee (either solely or jointly with others) within the scope of this Agreementand which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. Section 101), and shall belong solely to County. Grantee agrees that the County will be the copyrightowner in all copyrightable works of every kind and description created ordelivered by Grantee, either solely or jointly with others, in connection with anyagreement with the County. (3)If Grantee is undertaking a restoration or alteration of an original work of authorship within the meaning of 17 U.S.C. § 102, Grantee covenants that theowner of the copyright has consented to the restoration or alteration work. Granteefurther covenants that it possesses a License consistent with Section I.A.4 of thisAgreement and that it will assign this License to the County prior to requesting grant funding. Grantee hereby forever releases, discharges, and agrees to save and hold harmless County, its employees, agents, representatives, and Board ofSupervisors, from, for and against any and all liabilities, claims, causes of action,allegations and lawsuits that are made or threatened to be made in relation to anyuse made of any of the Intellectual Property. These claims include, but are not limited to, the Copyright Act of 1976 (17 U.S.C. § 101 et seq.), the Visual Artists Rights Act of 1990 (17 U.S.C. §§106A and 113(d)), the California ArtPreservation Act (Cal. Civ. Code §§987 and 989), or any other local, state, foreignor international law, as currently drafted or as may be hereafter amended, thatconveys the same or similar rights. AA. Survival. All terms and conditions that by their nature should survive termination or expiration of this Agreement, shall so survive including but not limited to Sections I, III, IV, and V. BB. Attachments. The following attachments are included in this Agreement and are incorporated herein by this reference. Attachment A – Scope of Work and Itemized Project Budget Attachment B – Insurance Requirements and Proof of Insurance ////SIGNATURES FOLLOW ON NEXT PAGE//// DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 18 of 24 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as provided below, effective as of the last date signed by all the Parties. Grantee: Ed Shikada, City Manager City of Palo Alto, a California municipality Date: Approved as to form: Terence Howzell Chief Assistant City Attorney COUNTY OF SANTA CLARA: Sylvia Gallegos Deputy County Executive Date: Approved as to form and legality: Elizabeth Vissers Deputy County Counsel DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E 9/14/2022 9/15/2022 Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 19 of 24 ATTACHMENT A SCOPE OF WORK AND ITEMIZED PROJECT BUDGET Restoration and repair of the Roth Building’s 1940’s Otis Elevator. All work will be performed to meet the terms of the Historical Heritage Funding Agreement, and the Historical Heritage Grant Program Application and Procedural Guide, including any and all revisions thereto. ITEMIZED PROJECT BUDGET WORK TO BE PERFORMED GRANTEE CASH CONTRIBUTION GRANT TOTAL 1. New Control System, new geared machines, new devices fully regulated,new AC motors, new wiring and travelingcables, new door protection, new closedloop door operator, new fixtures, remote elevator monitoring (REM) installed, new seismic operation. $0 $350,000 $350,000 2. Self-closing door and locking entrancedoor on machine room, main line powerfeeders, main line disconnect switch,shunt trip disconnects, cab lighting and fan circuit, REM circuit, GFI outlets,lighting machinery spaces and pit,machine room ventilation, phone, firerecall, patching cracked and missingplaster, voids or holes in the hoist way or machine room walls, ceiling or floor. $105,000 $0 $105,000 TOTAL PROJECT AMOUNT $105,000 $350,000 $455,000 DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 20 of 24 ATTACHMENT B -- INSURANCE REQUIREMENTS AND PROOF OF INSURANCE INSURANCE REQUIREMENTS FOR GRANT AGREEMENT Indemnity The Grantee shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter "County"), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Grantee and/or its agents, employees or sub-contractors, excepting only loss, injury or damage caused by the sole negligence or willful misconduct of personnel employed by the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Grantee shall reimburse the County for all costs, attorneys' fees, expenses and liabilities incurred with respect to any litigation in which the Grantee contests its obligation to indemnify, defend and/or hold harmless the County under this Agreement and does not prevail in that contest. Insurance Without limiting the Grantee's indemnification of the County, the Grantee shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: A.Evidence of Coverage Prior to commencement of this Agreement, the Grantee shall provide a Certificate ofInsurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Grantee upon request. This verification of coverage shall be sent to the requesting County department, unlessotherwise directed. The Grantee shall not receive a Notice to Proceed with the work under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of theGrantee. B.Qualifying Insurers All coverages, except surety, shall be issued by companies which hold a current policyholder's alphabetic and financial size category rating of not less than A-V, according to thecurrent Best's Key Rating Guide or a company of equal financial stability that is approved bythe County's Insurance Manager. DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 21 of 24 C.Notice of Cancellation All coverage as required herein shall not be canceled or changed so as to no longermeet the specified County insurance requirements without 30 days' prior writtennotice of such cancellation or change being delivered to the County of Santa Claraor their designated agent. D.Insurance Required 1.Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a.Each occurrence -$1,000,000 b.General aggregate -$1,000,000 c.Products/Completed Operations aggregate - $1,000,000 d.Personal Injury -$1,000,000 2.General liability coverage shall include: a.Premises and Operations b.Products/Completed c.Personal Injury liability d.Severability of interest 3.General liability coverage shall include the following endorsement, a copy of whichshall be provided to the County: Additional Insured Endorsement, which shall read: “County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.” Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 22 of 24 contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the Grantee shall be notified by the contracting department of these requirements. 4.Fidelity Bond Before receiving any reimbursement under this Agreement, Grantee will furnishCounty with evidence that all officials, employees, and agents handling or havingaccess to funds received or disbursed under this Agreement, or authorized to sign or countersign checks, are covered by a BLANKET FIDELITY BOND in an amountof AT LEAST fifteen percent (15%) of the maximum financial obligation of theCounty cited herein. If such bond is canceled or reduced, Grantee will notify Countyimmediately, and County may withhold further payment to Grantee until propercoverage has been obtained. Failure to give such notice may be cause for termination of this Agreement, at the option of County. E.Special Provisions The following provisions shall apply to this Agreement: 1.The foregoing requirements as to the types and limits of insurance coverage to bemaintained by the Grantee and any approval of said insurance by the County or itsinsurance consultant(s) are not intended to and shall not in any manner limit orqualify the liabilities and obligations otherwise assumed by the Grantee pursuant to this Agreement, including but not limited to the provisions concerningindemnification. 2.The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Grantee. However, this shall not in any way limit liabilities assumed by the Grantee under thisAgreement. Any self-insurance shall be approved in writing by the County uponsatisfactory evidence of financial capacity. Grantees obligation hereunder may besatisfied in whole or in part by adequately funded self-insurance programs or self- insurance retentions. 3.Should any of the work under this Agreement be sublet, the Grantee shall requireeach of its subcontractors of any tier to carry the aforementioned coverages, orGrantee may insure subcontractors under its own policies. DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement CERTIFICATE OF COVERAGE I DATE (MM/DD/YYYY) 6/20/2022 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF EVIDENCE ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE Alliant Insurance Services, Inc. MEMORANDUM($) OF COVERAGE BELOW. 560 Mission Street, 6th Floor THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE San Francisco CA 94105 ISSUING COVERAGE PROVIDER, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: IF THE CERTIFICATE HOLDER IS AN ADDITIONAL COVERED PARTY, THE MEMORANDUM OF COVERAGE MUST BE ENDORSED. A STATEMENT ON THIS CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH NAMED COVERED PARTY ENDORSEMENT($). IMPORTANT: IF SUBROGATION IS WAIVED, SUBJECT TO THE TERMS AND CONDITIONS OF THE ACCEL -City of Palo Alto MEMORANDUM($) OF COVERAGE AN ENDORSEMENT MAY BE REQUIRED. A STATEMENT ON THE CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH 250 Hamilton Avenue ENDORSEMENT($). Palo Alto CA 94301 PROGRAM AFFORDING COVERAGE A: ACCEL B: C: COVERAGES THIS IS TO CERTIFY THAT THE COVERAGE IS AFFORDED TO THE ABOVE NAMED MEMBER, AS PROVIDED BY THE MEMORANDUM(S) OF COVERAGE, FOR THE PERIOD SHOWN BELOW. NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE COVERAGE AFFORDED BY THE PROGRAM DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM($) OF COVERAGE THE FOLLOWING COVERAGE IS IN EFFECT JPA LTR A TYPE OF COVERAGE GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY -:JcLAIMS MADE OoccuR GEN'L AGGREGATE LIMIT APPLIES PER: n ��rt�-n PROJECT n LOC AUTOMOBILE LIABILITY -ANY AUTO -ALL OWNED AUTOS -SCHEDULED AUTOS -HIRED AUTOS -NON-OWNED AUTOS WORKERS' COMPENSATION AND EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/ EXECUTIVE/OFFICER/MEMBER EXCLUDED? IF YES, DESCRIBED UNDER SPECIAL PROVISION BELOW OTHER Public Entity Liability OTHER MEMORANDUM NUMBER COVERAGE EFFECTIVE COVERAGE EXPIRATION LIMITS DATE (MM/DD/YY) DATE (MM/DD/YY) EACH OCCURRENCE $ FIRE DAMAGE (Any one fire) s MED EXPENSE (Any one person) s PERSONAL & ADV INJURY s GENERAL AGGREGATE s PRODUCTS-COMP/OP AGG s COMBINED SINGLE LIMIT $ (Ea accident) s _J rT�TUTORY LJ OTHER LIMITS E.L. EACH ACCIDENT s E.L. DISEASE -EA EMPLOYEE s E.L. DISEASE - POLICY LIMIT s ACC2223PAL 171 7/1/2022 7/1/2023 $1,000,000 PerOcc $1,000,000 S.I.R. DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAUPROVISIONS If required by written contract, County of Santa Clara and members of the Board of Supervisors of the County of Santa Clara and the officers, agents and employees of the County of Santa Clara, individually and collectively are covered as Additional Covered Parties as respects the Historic Grant Program for the Roth Building. Subject to policy terms, conditions and exclusions. CERTIFICATE HOLDER CANCELLATION County of Santa Clara Office of the County Executive, Attn: SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUM(S) OF COVERAGE BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE Dr. Jeffrey V. Smith, Deputy County Executive DELIVERED IN ACCORDANCE WITH THE MEMORANDUM($) OF COVERAGE Eleventh Floor -East Wing PROVISIONS. 70 West Hedding Street AUTHORIZED REPRESENTATIVE � � San Jose CA 95110 GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 23 of 24 DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement ACCEL Authority for California Cities Excess Liability c/o Alliant Insurance Services Corporation Insurance License No. 0C36861 560 Mission Street, 6th Floor, San Francisco, CA 94105 ww111• acce/pool. org AUTHORITY FOR CALIFORNIA CITIES EXCESS LIABILITY (ACCEL) A JOINT POWERS AUTHORITY EXCESS LIABILITY COVERAGE ADDITIONAL COVERED PARTY ENDORSEMENT It is understood and agreed that in accordance with Section III. WHO IS A COVERED PARTY paragraph D. that the following person or organization named below is included as an additional covered party for Bodily Injury and Property Damage, but only with respect to facilities or personal property owned by such person or organization and used by the Member Agency or for liability arising out of operations performed by or on behalf of the Member Agency for such person or organization so designated. Additional Covered Party Limit of Liability Description of Activity or Location of Facilities Used County of Santa Clara Office of $1,000,000 If required by written contract, County of Santa Clara and the County Executive members of the Board of Supervisors of the County of Santa Clara and the officers, agents and employees of the County of Santa Clara, individually and collectively are covered as Additional Covered Parties as respects the Historic Grant Program for the Roth Building. Subject to policy terms, conditions and exclusions. Notwithstanding any requirement, term or condition of any contract or agreement to which this coverage may apply, the coverage afforded an additional covered party shall be subject to all the terms, exclusions and conditions of this Memorandum of Excess Liability Coverage (07/22) as otherwise applicable. This endorsement is part of the Memorandum of Excess Liability Coverage (07/22) and is effective on the date shown below. All other terms and conditions remain unchanged. Policy Period: Member Agency: Endorsement No.: Issued to: Date Issued: July 1, 2022 to July 1, 2023 City of Palo Alto 2223-PAL-005- County of Santa Clara Office of the County Executive Attn: Dr. Jeffrey V. Smith, Deputy County Executive Eleventh Floor -East Wing 70 West Hedding Street San Jose, CA 951 I 0 6/20/2022 Authorized Representative for ACCEL Alliant Insurance Services, Inc. A Joint Powers Authority GRANT FUNDING AGREEMENT for the City of Palo Alto for the Restoration and Repair of the Roth Building Elevator project Fiscal Year 2022 HISTORIC HERITAGE GRANT FUNDS Page 24 of 24 DocuSign Envelope ID: 11D8815A-6344-4EBB-B998-4466BB08867E Attachment A - Lease Agreement EXHIBIT G MAINTENANCE PLAN [To be prepared, approved and attached by the Parties in accordance Section 16(B) following the Commencement Date.] Attachment A - Lease Agreement LICENSE AGREEMENT FOR CITY ARCHIVES ROOM EXHIBIT C TO LEASE AGREEMENT BY AND BETWEEN CITY OF PALO ALTO AS LANDLORD AND PALO ALTO HISTORY MUSEUM AS TENANT Attachment B - License Agreement   1   IRREVOCABLE LICENSE AGREEMENT This Irrevocable License Agreement (“License Agreement”) is dated as of ______________, 2022 (the “Effective Date”) and is entered into concurrently with the Lease Agreement dated _________, 2022 (“Lease”) between the City of Palo Alto (“City”) and the Palo Alto History Museum (“Museum”) (individually, a “Party” and, collectively, the “Parties”), in reference to the following facts and circumstances: RECITALS: A. Pursuant to the terms of the Lease, the Museum is leasing certain real property from the City known as the Roth Building, located at 300 Homer Avenue in the City. Capitalized terms not otherwise defined in this License Agreement will have the meaning set forth in the Lease. B. As part of its obligations under the Lease, Museum is undertaking the “warm shell” renovation of the Premises including completion of the Initial Tenant Improvements pursuant to the Tenant Work Letter. C. Following completion of the Initial Tenant Improvements, and thereafter during the Lease Term, City will have the right to use the Archives Room (as defined below) and the Shared Areas (as defined below) of the Premises in accordance with the terms of this License Agreement. NOW, THEREFORE, in consideration of the covenants, terms and conditions, the Parties mutually agree, as follows: 1. LICENSE; ARCHIVES ROOM. In accordance with the terms hereof, and in consideration for City’s entry into the Lease, its payment of the City Contribution (as defined in the Tenant Work Letter), and its payment and performance of all obligations hereunder, along with other consideration acknowledged and received by Museum, Museum hereby grants to City the license to use the following portions of the Premises during the License Term (as defined below): A. City and its employees, agents, contractors, suppliers, guests and invitees (collectively, “City Parties”) will have the exclusive right to use a room on the second floor of the Building (the “Archives Room”) as more specifically depicted on Attachment I attached hereto and incorporated herein. The parties acknowledge that the depiction of the Archives Room in Attachment I attached hereto as of the Effective Date is derived from Museum’s space plans prepared in conjunction with Initial Tenant Improvements. If after completion of the Initial Tenant Improvements the Parties reasonably determine that the depiction of the Archives Room does not accurately reflect the Archives Room in its as-built configuration and condition, Museum will prepare a new Attachment I and, following City’s reasonable approval of such new Attachment I, the Parties will promptly sign and attach the new Attachment I hereto, superseding the prior version of Attachment I. B. As reasonably required for the use of the Archives Room and subject Attachment B - License Agreement   2   to reasonable rules and regulations mutually agreed to by the Parties, the City and the City Parties will have the nonexclusive right to use the Premises’ public and common areas as designated by Museum, including without limitation the Premises’ interior restrooms, elevator, stairwells and corridors, and those areas reasonably necessary for ingress to and egress from the Archives Room (the “Shared Areas”). 2. TERM OF LICENSE. A. The term of this License Agreement (“License Term”) will commence (the “Commencement Date”) on the City’s acceptance of the completed Project pursuant to the Tenant Work Letter and will expire upon the expiration or earlier termination of the Lease. B. Notwithstanding the foregoing, City may terminate this License Agreement upon at least sixty (60) days’ prior written notice to Museum. If City terminates this License Agreement prior to the expiration or earlier termination of the Lease, (i) City at its cost will remove any personal property and equipment from the Archives Room (and, upon Museum’s request, any City Alterations (as defined below) constructed pursuant to Section 11 below) and (ii) on the last day of the License Term, City will deliver the Archives Room to Museum broom clean and in the condition received, ordinary wear and tear excepted, and subject to the parties’ rights upon casualty under Section 12 below. 3. CITY’S USE. During the License Term, City may use the Archives Room for storage and/or display of the City’s official archives and records and any ancillary, legal related uses; provided, that such ancillary, legal related uses will not unreasonably interfere with Museum’s use of the Premises in accordance with the Lease. The City will not use the Archives Room for any other uses without the prior written approval of Museum, which may be withheld in Museum’s sole and absolute discretion. City will have access to and use of the Archives Room during standard hours (Monday to Friday 8:00 AM to 8:00 PM) and at all other times that do not unreasonably interfere with Museum’s use and occupancy of the Premises; provided, that, the public’s access to the Archives Room will be limited to those times the Museum is open to the public or such other times as agreed to by City and Museum in writing. City will promptly observe and comply with all (i) laws with respect to the Archives Room and City’s use thereof, and (ii) commercially reasonable requirements of any insurance company, insurance underwriter, or Board of Fire Underwriters which are necessary to maintain the insurance coverage carried by either Museum or its agents or City pursuant to this License Agreement. City will not do or permit anything to be done in, about or with respect to the Archives Room which would (a) injure the Premises, or (b) vibrate, shake, overload, or impair the efficient operation of the Premises or the building systems serving the Premises. 4. DELIVERY OF ARCHIVES ROOM. Upon commencement of the License Term, Museum will deliver the Archives Room to City in its then-current as-is condition. By taking possession of the Archives Room, City conclusively will be deemed to have accepted the Archives Room in its as-is, then-existing condition, without any warranty whatsoever of Museum with respect thereto. Attachment B - License Agreement   3   5. KEYS AND SECURITY SYSTEM. A. The parties acknowledge and agree that the Initial Tenant Improvements will include construction of the entry doors to the Archives Room (including door hardware and locks) as reasonably approved by City. Museum at its cost will provide City with a set of all keys needed to access the Archives Room. If Museum installs a security system at the Premises, Museum will provide City with copies of instructions and access codes and/or devices (such as access cards) to operate such security system, to the extent necessary to provide City entry to the Archives Room. B. City at its cost may install a security system for the Archives Room as City deems reasonably necessary, provided that such security system will be compatible with the security system for the Premises and City will be solely responsible for the maintenance and repair of such security system. City will deliver to Museum copies of instructions and access codes and/or keys to operate any security system installed by City to provide entry to the Archives Room. 6. ENTRY BY MUSEUM. Museum and its authorized representatives will have the right to enter the Archives Room at all reasonable times by giving reasonable prior written notice, except in the case of emergency where such notice will not be required. 7. SERVICES AND UTILITIES PROVIDED TO ARCHIVES ROOM. Museum will provide electrical, heating and air conditioning, water, and janitorial services to the Archives Room for City’s reasonable use of the Archives Room which costs will be included in the Premises’ Operating Expenses (as defined below). City will pay directly all charges for City’s telephone, cable and/or internet service, and other services provided to the Archives Room. Except to the extent caused by the gross negligence or willful misconduct of Museum or its agents or representatives, Museum will not be liable for the interruption of any services or utilities to the Archives Room. 8. MAINTENANCE. A. At City’s cost, City will maintain, replace, and repair the interior of the Archives Room and any systems exclusively serving the same in good condition and repair, normal wear and tear, excepted and subject to the parties’ rights upon casualty under Section 12 below. B. In no way limiting Museum’s maintenance obligations for the Premises under Section 16(A) of the Lease, Museum will maintain the building systems servicing the Archives Room, including the electrical, plumbing, HVAC system, sprinkler system, and life-safety system (but excluding any systems exclusively serving the Archives Room), provided that costs related to the foregoing will be included in the Operating Expenses in accordance with Section 10 below. 9. CITY’S SHARE OF OPERATING EXPENSES; AUDIT. A. All amounts required to be paid by City under this License Agreement will be deemed “Fees”. Fees will be due and payable during the License Term as set forth Attachment B - License Agreement   4   in this License Agreement at the address indicated by Museum from time to time. As part of Fees and in accordance with this Section 9, City will pay to Museum City’s proportionate share (“City’s Share”) of the Operating Expenses incurred during the License Term. City’s Share will be a percentage calculated by dividing the square footage of the Archives Room by the total square footage (less the common areas) of the Premises. The Parties acknowledge and agree that City’s Share will initially be equal to nine and 6/10th percent (9.6%) as derived from Museum’s space plans prepared in conjunction with Initial Tenant Improvements as set forth in Attachment I. If during the License Term, the Parties reasonably determine that City’s Share does not accurately reflect the proportion of the square footage of the Archives Room and the Premises in its then as-built configuration and condition, the Parties will promptly agree in writing upon the new City’s Share. In addition, in the event that the Parties determine that the Archives Room incurs a non-proportional benefit from any expense, or is the non-proportional cause of any such expense, Museum may reasonably increase City’s Share with respect to such expense. B. Operating Expenses will be payable by City within thirty (30) days after a reasonably detailed statement of actual expenses is presented to City by Museum. At Museum’s option, however, an amount may be estimated by Museum from time to time of City’s portion of annual Operating Expenses and the same will be payable monthly, during each calendar year of the License Term. Such estimates may be revised by Museum at any time in its reasonable discretion. When the new estimate is delivered to City, City will, at the next monthly payment date, pay any difference between the amount paid during such calendar year and the amount that would have been paid during such calendar year based upon the new estimate. Museum will deliver to City within ninety (90) days after the expiration of each calendar year (or as soon thereafter as is reasonably practicable) a reasonably detailed statement showing the actual Operating Expenses incurred during the preceding year (the “Statement”). If City’s payments during said preceding calendar year exceed City’s obligation as indicated on the Statement, City will be entitled to credit the amount of such overpayment to Fees next coming due hereunder. If City’s payments under this Section during said preceding calendar year were less than City’s obligation as indicated on the Statement, City will pay to Museum the amount of the deficiency within thirty (30) days after delivery by Museum to City of the Statement. If any Operating Expenses paid by Museum include periods prior to the commencement or after the termination of the License Term, such Operating Expenses will be prorated as of the License Term’s commencement or termination date (as applicable). Within ninety (90) days following termination of the License Agreement (or as soon thereafter as is reasonably practicable), Museum will deliver a final Statement to City for such calendar year through the termination date of the License Agreement. If City’s portion of any Operating Expenses as shown on the final statement is greater or less than the total amounts of Operating Expenses actually paid by City during the year covered by the final Statement, then within thirty (30) days thereafter the appropriate party will pay to the other party any sums owed. C. Audit of Operating Expenses. i. Within one (1) year of Museum’s delivery of the Statement to Attachment B - License Agreement   5   City, City will have the right to cause an audit of the Operating Expenses provided that City delivers to Museum written notice of its election to have an audit within such one (1) year period. The audit will be performed during normal business hours at a time reasonably designated by Museum following receipt of City’s election to cause an audit and subject to Museum’s reasonable office procedures. The audit will be completed no later than sixty (60) days following the date Museum provides City access to its book and records relating to Operating Expenses. If the audit discloses that the Statement has overstated Operating Expenses, then Museum will reimburse the City within sixty (60) days. If the audit discloses that the Statement has understated Operating Expenses, then City will, within thirty (30) days after the completion of the audit, deliver to Museum its proportionate share of the difference. City will bear all fees and costs of the audit, unless the Parties determine that the Operating Expenses have been overstated by five percent (5%) or more. In that event, Museum will also reimburse City for the cost of the audit. ii. Without limiting Section 9(C)(i), the Parties acknowledge that the audit may include the determination of whether items included in the Statement were costs appropriately deemed Operating Expenses in accordance with the definition of Operating Expenses pursuant to Section 10 below. City will notify Museum if City objects to the classification of an item included in the Statement as an Operating Expense. Following notice of City’s objection, the Parties will promptly meet and confer in good faith and determine by mutual agreement whether such item should be included in the Operating Expenses or should be excluded from the Operating Expenses. City’s 60-day period to complete its audit pursuant to Section 9(C)(i) will be extended day for day during the period while the Parties seek to agree upon the classification of a Statement item in accordance with the foregoing. D. The Parties’ rights and obligations under this Section 9 will survive the expiration or earlier termination of this License Agreement. 10. OPERATING EXPENSES. A. “Operating Expenses” will mean the following costs incurred by Museum during the License Term: (1) the utilities for the Premises and the Building’s Exterior Common Areas, and (2) all reasonable expenses related to the repair, replacement and maintenance of the Building and the Building’s Exterior Common Areas. Operating Expenses will include without limitation the following items: i. replacement and repair of building systems and equipment, improvements or devices, such as the HVAC system, elevator, life safety, sprinkler systems and roof (provided that any capital expenses will be subject to Section 10(A)(viii) below); ii. premiums and deductibles for all insurance carried by Museum in connection with the Building and the Building’s Exterior Common Attachment B - License Agreement   6   Areas; iii. the cost of water and sewer charges; iv. the cost of license, permit, and inspection fees; v. the cost of light, power, window washing, trash pickup, janitorial services, heating, ventilating and air conditioning, supplies, materials, equipment, and tools; vi. access control/security costs, inclusive of the reasonable cost of improvements made to enhance access control systems and procedures; vii. costs incurred in connection with compliance with any laws or changes in laws applicable to the Building or the Building’s Exterior Common Areas (provided that any capital expenses will be subject to Section 10(A)(viii) below); and viii. the cost of all capital improvements or replacements, provided that, if any such improvement or replacement constitutes a capital expenditure under generally accepted accounting principles, Museum will amortize such expense over the useful life of such improvement or replacement with the monthly amortized portions deemed an Operating Expense. B. Notwithstanding Section 10(A), Operating Expenses will not include the following items: i. any taxes assessed against or levied upon the trade fixtures, furnishings, equipment and all other personal property of Museum or any other tenants or occupants of the Premises, except to the extent serving the Shared Areas; ii. any and all taxes, assessments, sales, use, business, occupation or other taxes, license fees or other charges whatsoever levied, assessed or imposed upon Museum and/or any other tenants or occupants of the Premises for its/their business operations, services or sale of goods conducted in the Premises (including without limitation any franchise, estate, inheritance, corporation, succession, gift, net income or excess profits tax); iii. any Property Taxes (as defined below); iv. costs for which Museum receives reimbursement from insurance proceeds or a third party; v. late fees or costs related to the payment of any Operating Expense by Museum due to Museum’s negligence or willful misconduct; vi. costs associated with Museum’s general corporate overhead Attachment B - License Agreement   7   and general administrative expenses; vii. costs of any renovation, improvement, painting or redecorating of any portion of the Premises not made available for City’s use and access hereunder; viii. costs which could properly be capitalized under generally accepted accounting principles, except as provided in Section 10(A)(viii) above; and ix. any increase in Controllable Expenses exceeding three percent (3%) per annum on a cumulative, compounding basis over the actual Controllable Expenses incurred in the first calendar year after the Commencement Date. “Controllable Expenses” will mean all Operating Expenses except Property Taxes, insurance premiums, utilities and refuse removal, janitorial and cleaning expenses, capital expenses properly amortized and included in Operating Expenses pursuant to Section 10(A)(viii) above, and any other items incurred due to an event of force majeure. C. “Property Taxes” for the purposes of this Section will mean any and all taxes, assessments (special or otherwise), fees, and charges accruing during the License Term that are levied, assessed or charged by the federal government, the state, county, City, or any other tax or assessment levying body (i) against the land that comprises the Premises and all improvements thereon, including the Building, or (ii) on any activity carried on under the Lease, any interest in the Lease, any occupancy or possessory right that Museum or any other party may have in or to the Premises, any rents and/or fees receivable by Museum for the sublease and/or use of the Premises. 11. CITY ALTERATIONS TO ARCHIVES ROOM. At City’s cost and subject to Museum’s prior written consent, City may make alterations and improvements to the Archives Room (the “City Alterations”). City will complete any City Alterations in a good and workmanlike manner and in compliance with all applicable laws. All work related to any City Alterations will be performed by licensed and insured contractors. City will indemnify, defend and save Museum harmless from all claims for labor or materials related to the City Alterations, including reasonable attorney’s fees. City will keep the Premises free of any liens arising out of work performed by or for City. All alterations that cannot be removed without material damage to the Archives Room will be deemed part of the Premises upon installation. Notwithstanding anything to the contrary herein, City shall not be required to obtain consent of Museum to any of the following (“Permitted Alterations”): (1) the design, location, configuration, installation or display of City’s exhibits and artifacts in the Archives Room and alterations required in connection therewith, (2) purely cosmetic City Alterations, such as painting, carpeting or floor coverings or (3) non-structural alterations, additions and improvements in the Archives Room, if the cost of any such project does not exceed Fifty Thousand Dollars ($50,000). 12. CASUALTY AND CONDEMNATION. If the Archives Room is damaged due to any peril or is taken by the exercise of the power of eminent domain or a voluntary Attachment B - License Agreement   8   transfer in lieu thereof, Museum will have the right to terminate this License Agreement to the extent that Museum has the right to terminate the Lease in connection therewith. If Museum does not terminate this License Agreement, any damage to or destruction of the Archives Room will be repaired by Museum at Museum’s cost in accordance with the Lease, provided that if such damage or destruction is due to the negligence or willful misconduct of City or any City Parties, City will be responsible for any reasonable applicable insurance deductible (which will be promptly paid to Museum following written notice). Notwithstanding the foregoing, City will be responsible for the repair of the interior of the Archives Room and replacement and repair of City’s personal property and equipment within the Archives Room. 13. DEFAULT; REMEDIES. Either Party will be in default of this License Agreement if it fails or refuses to perform any of its obligations under this License Agreement if the failure to perform is not cured within sixty (60) days after notice of the failure to perform has been given by the other Party. If the obligation cannot reasonably be cured within sixty (60) days, the Party will not be in default of this License Agreement if such Party commences performance of such cure within such sixty (60) day period and thereafter diligently prosecutes the same to completion. Notwithstanding the foregoing, City will be in default under either Sections 2(B) or 14 of this License Agreement if it breaches its obligations under either such Section and fails to cure such breach within ten (10) business days after written notice is given to the City by Museum of such breach. In the event of a default beyond applicable notice and cure periods by a Party, such Party shall have all rights and remedies available to such Party with respect to such default as are available under applicable law, including, without limitation, injunction and specific performance. 14. ASSIGNMENT. City may not assign this License Agreement or sublicense the Archives Room or permit the use of the Archives Room by anyone other than the City Parties (collectively, “Transfer”), without the prior written consent of Museum, which consent may be withheld in Museum’s sole discretion. Museum’s consent to one Transfer will not constitute consent to a subsequent Transfer. Notwithstanding the foregoing, Museum acknowledges that City may elect to engage another entity to operate the Archives Room (e.g., the Palo Alto Historical Association) and hereby consents to any such entities’ use of the Archives Room in accordance with the provisions of this License Agreement. 15. HAZARDOUS MATERIALS. City will not use, store, transport or dispose of any Hazardous Material in or about the Premises in violation of applicable law. City will indemnify, defend, protect and hold Museum and its officers, directors, employees, successors and assigns harmless from and against, all losses, damages, claims, costs and liabilities, including attorneys’ fees and costs, arising out of City’s use, discharge, disposal, storage, transport, release or emission of Hazardous Materials on or about the Premises during the License Term. 16. TAXES. City will pay before delinquency all taxes imposed against any personal property located in the Archives Room. Attachment B - License Agreement   9   17. INDEMNITY AND HOLD HARMLESS. The Parties acknowledge and agree that the provisions of Section 20 of the Lease apply to this License Agreement and the terms of such Section 20 are incorporated herein. 18. RELEASE AND WAIVER OF SUBROGATION. Notwithstanding anything to the contrary herein, Museum and City hereby release each other, and their respective agents, employees, sublessees, and contractors, from all liability for damage to any property that is caused by or results from a risk which is actually insured against or which would normally be covered by “all risk” property insurance, without regard to the negligence or willful misconduct of the entity so released. 19. WAIVER. No delay or omission in the exercise of any right or remedy of either party on any default by the other party will impair such right or remedy or be construed as a waiver. Nothing in this License Agreement shall be deemed a waiver of any legal right or remedy which a Party is not permitted to waive under applicable law. 20. AUTHORITY. Each Party hereby represents and warrants to the other that it has proper authority and is empowered to execute this License Agreement on behalf of Museum and City, respectively, and that this License Agreement is a binding and enforceable obligation of Museum and City, respectively. 21. TIME OF ESSENCE. Time is of the essence of each and every provision of this License Agreement. 22. SEVERABILITY. If any term or provision of this License Agreement will, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this License Agreement will not be affected thereby, and each of the other terms and provisions of this License Agreement will be valid and enforceable to the fullest extent permitted by law. 23. SUCCESSORS. All of the terms and conditions of this License Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors-in-interest. 24. INTERPRETATION OF LICENSE AGREEMENT. This License Agreement will be construed and interpreted in accordance with the laws of the State of California. 25. ENTIRE AGREEMENT; MODIFICATIONS. The Lease and this License Agreement contain the entire agreement between Museum and City concerning City’s use of the Archives Room. If there is any conflict between the Lease and this License Agreement, the terms of this License Agreement will govern. This License Agreement may not be modified or amended except by a writing executed by the Parties. 26. INCORPORATION OF RECITALS. The Recitals hereunder are incorporated herein by this reference and made a part hereof. 27. NOTICES. Any statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations hereunder given by Attachment B - License Agreement   10   either party to the other, will be in writing and made in accordance with Section 26 of the Lease. 28. SURVIVAL. All representations, covenants, warranties, and indemnification obligations hereunder will survive the expiration or earlier termination of this License Agreement. 29. COUNTERPARTS. This License Agreement may be signed in any number of counterparts with the same effect as if the signatures were upon the same instrument and all such counterparts taken together will constitute one and the same instrument. 30. EFFECT OF CONVEYANCE. As used in this License Agreement, the term “Museum” means the holder of a leasehold interest in the Premises pursuant to the Lease. In the event of any assignment or transfer of Museum’s interest under the Lease, Museum will be and hereby is entirely relieved of all covenants and obligations of Museum as to this License Agreement accruing after the date of such transfer, and it will be deemed and construed that any transferee has assumed and will carry out all covenants and obligations thereafter to be performed by Museum hereunder. 31. MISCELLANEOUS. Any executed copy of this License Agreement will be deemed an original for all purposes. The language in all parts of this License Agreement will in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Museum or City. The captions used in this License Agreement are for convenience only and will not be considered in the construction or interpretation of any provision hereof. When a party is required to do something by this License Agreement, it will do so at its sole cost and expense without right of reimbursement from the other party unless specific provision is made therefor. If either party brings any action or legal proceeding with respect to this License Agreement, the prevailing party will be entitled to recover reasonable attorneys’ and experts’ fees and court costs. Museum has not had an inspection of the Archives Room performed by a Certified Access Specialist as described in California Civil Code § 1938. A Certified Access Specialist (CASp) can inspect the Archives Room and determine whether the Archives Room complies with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the Archives Room, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the Archives Room for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Archives Room. [Signature page follows.] Attachment B - License Agreement   11   IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this License Agreement. APPROVED AS TO FORM: _______________________________ City Attorney CITY OF PALO ALTO _______________________________ City Manager APPROVED: _______________________________ Director of Administrative Services _______________________________ Director of Public Works PALO ALTO HISTORY MUSEUM, a California nonprofit public benefit corporation _______________________________ Board President _______________________________ Treasurer Attachment B - License Agreement   1   ATTACHMENT I DEPICTION OF THE ARCHIVES ROOM The Archives Room is the 1305 sq foot area designated as “Guy Miller City Archives” Attachment B - License Agreement