HomeMy WebLinkAboutStaff Report 2304-1267CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, June 12, 2023
Council Chambers & Hybrid
5:30 PM
Agenda Item
14.Approval of Homekey Lease Agreement with LifeMoves for use of 1237 San Antonio
Road for a term of nine years and Revenue Agreement with Santa Clara County to
enable the County to execute an operating agreement with LifeMoves for interim
housing operations Supplemental Report added, Public Comments, Presentation
City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: City Manager
Meeting Date: June 12, 2023
Report #:2304-1267
TITLE
Approval of Homekey Lease Agreement with LifeMoves for use of 1237 San Antonio Road for a
term of nine years and Revenue Agreement with Santa Clara County to enable the County to
execute an operating agreement with LifeMoves for interim housing operations
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 attached Lease
Agreement by and between the City of Palo Alto (City) as landlord and LifeMoves as tenant
(“Lease Agreement”) for the use of 1237 San Antonio Road for a term of 9 years in the amount
of $9 (which equates to $1 per year); and
2. Approve and authorize the City Manager or their designee to execute the attached Revenue
Agreement with the County of Santa Clara (County), authorizing the City to provide funding in
the amount of $7,000,000 over seven years to enable the County to execute an operating
agreement with LifeMoves for interim housing operations.
EXECUTIVE SUMMARY
Approval of the Lease Agreement and Revenue Agreement will allow construction to begin on
the Palo Alto Homekey Project (Project), a modular interim housing facility, with on-site
support services. The Project will have 88 units whose door configuration equates to 108 units1
per the HCD definition. The Lease Agreement will allow LifeMoves to construct improvements
(i.e., interim housing and related infrastructure) and to occupy the site with the built
improvements in order to operate the facility and support services for seven years. The total
1 The California Department of Housing and Community Development (HCD) defines a unit as a room with an
external facing door and it differs from the California Building Code. For the Palo Alto Homekey project, the 108
units include 84 single-bedrooms, 20 two-bedrooms, and 4 three-bedrooms. Through this staff report and
associated lease and revenue agreements, the 108 “unit” reference is following the HCD definition.
lease term is 9 years which includes construction time and the 7 years of operations. LifeMoves
will be responsible to:
•Receive State grant funds and manage the associated reporting and auditing
requirements,
•Manage site construction,
•After construction, to effectively manage the site operations and meet County and City
performance requirements,
•Perform regular site maintenance and participate in regular site inspections, and
•Report back to City Council on progress and outcomes on a regular basis.
The Revenue Agreement will allow the County to manage pass-through funding from the City
for interim housing and support services operations for seven years. In turn, the County, with
its in-house expertise managing unhoused services providers, will enter a Service Agreement
with LifeMoves to operate the interim housing and support services at 1237 San Antonio Road,
the Palo Alto Homekey site. The Revenue Agreement includes performance measures and
reporting requirements for operations.
Approval of the lease agreement reflects acceptance of the conceptual design plans and
architectural elements.
Lastly, this report provides information about the capital funding needs for this project. As
identified in a March 2023 Information Report to Council,2 the Project had a $6.0 million capital
funding gap which has been pledged to be filled by $2.0 million from the City in the FY 2024
proposed Capital Improvement Program (CIP) budget and $4 million from Santa Clara County
(LifeMoves pledged $2 million as well). In addition to the City’s contribution to closing the
capital funding gap, $2.5 million in the Tier 2 budget discussion accounts for other additional
costs such as permitting fees (approximately $0.5 million) and to add back elements removed
from the Project scope (approximately $2.0 million) as cost saving measures.
BACKGROUND
Homekey is a State of California Department of Housing and Community Development (HCD)
funding program to develop new and convert existing property to permanent or interim
housing for unhoused people and people at risk of being unhoused. This program began in
response to the COVID-19 pandemic. The intent was to quickly house people experiencing (or
at risk of) homelessness, because of their increased impact or medical risk from COVID-19.
To get people housed quickly, Homekey provides many exemptions and requires meeting rapid
deadlines. The City, in partnership with LifeMoves, applied for Homekey funding in 2021 for a
modular interim housing facility with on-site support services and received its award in August
2022. The neighboring City of Mountain View partnered with LifeMoves in 2020 on similar
2 March 2023 Information Report, https://cityofpaloalto.primegov.com/Portal/viewer?id=1233&type=0.
Homekey-funded modular interim housing. The Mountain View project, owned and operated
by LifeMoves, opened during the Covid-19 pandemic. It moved 82 people off the streets within
the first six weeks of opening and has served approximately 400 clients during its less-than-two
years of operation. The Palo Alto Project has the advantage of learning from Mountain View
and has incorporated improvements into the Palo Alto Homekey site, such as including en suite
(rather than communal) restrooms. In addition, Santa Clara Housing Authority is assisting the
City with overall review of construction financing, budget and schedule and will be assisting
with monitoring all phases of construction (see Attachment D). Post-construction, the Housing
Authority will provide review and feedback of financial reports and budgets related to property
operations asset management, as well as conduct site visits and unit inspections in regular
reviews of operations and adequacy of maintenance.
In November 2022, the City and LifeMoves re-examined the project scope in response to
significant cost increases related to economic uncertainty, high inflation, and supply chain
issues. LifeMoves hired a new construction firm, Devcon, in December 2022. The change in
construction firms led to identified cost savings but also affected the construction schedule as
the project team developed modified plans. Proposed cost savings included moving the fire
loop road and creating two separate entrances into the site (one for GreenWaste, one for Palo
Alto Homekey) and setting buildings back from San Antonio Road to avoid impacting an existing
gas line. The full project timeline is available in the information staff report shared on March
27, 2023 (https://cityofpaloalto.primegov.com/Portal/viewer?id=1233&type=0).
Numerous state laws, including but not limited to AB 140 (2021) and AB 2553 (2020) have
exempted emergency shelter projects, and specifically Homekey-funded projects, from the
requirements of the California Environmental Quality Act. Additionally, Homekey-funded
projects are automatically deemed consistent with all local planning and zoning requirements
and no discretionary approvals can be required (Health and Safety Code section 50675.1.3).
Therefore, site and design review is not required; under State law the project must be
ministerially approved. Since the City is leasing the land for this Project, City Council decided
that, though not required, the Project would be heard by the Architectural Review Board (ARB).
Discussion of the project elements requested by ARB, as well as descriptions of what elements
are and are not included in current Project design are found in the Fiscal Impact section.
ANALYSIS
Many of the project elements requested by the ARB at its July 21, 2022 meeting were
subsequently included in Project design, through conversation and creative problem-solving
between City staff, LifeMoves, and Devcon. Positive changes incorporated from ARB feedback
include increased landscaping around both the perimeter and interior of the site, a more
weather-resistant material for the decking between modules, and a better, protected, location
for the playground. Decorative paving and planter boxes have also been added, though the
durability/maintenance of the colored asphalt coating has not been evaluated.
There are several Project elements suggested by the ARB that LifeMoves and Devcon were
unable to accommodate within the Project budget. These are described in the fiscal impact
section.
Lease Agreement
As referenced above, approval of the lease agreement reflects acceptance of the conceptual
design plans and architectural elements. City staff and LifeMoves have corresponded regularly
to draft a legal document formalizing the relationship between the parties. The resulting
document is a Lease Agreement (Attachment B) by and between the City as landlord and
LifeMoves as tenant at 1237 San Antonio Road (Palo Alto Homekey site). The below table
provides a summary of the Lease Agreement key terms.
Lease Provision Summary of Key Terms
1. PREMISES 1237 San Antonio Road; LifeMoves will lease 1.36 acres of Area C3.
•For portions of the property outside of the premises, City
will have the right to make changes including to any
common and landscaped areas.
2. TERM 9 years, commencing upon mutual execution of the lease.
3. RENT $1 per year.
4. SECURITY DEPOSIT $9 security deposit.
5. USE OF PROPERTY The Premises shall be used and occupied only for construction and
operation of the Project. The initial period of construction for the
Project shall not extend beyond February 2025.
7. UTILITIES AND
OPERATING EXPENSES
LifeMoves is responsible for all charges for utilities supplied to the
Premises during the Lease Term.
9. MAINTENANCE LifeMoves is responsible for all maintenance costs and repair, with
a budget of $160,000 to be adjusted annually by the local consumer
price index. Both parties will meet and confer to determine cost
allocation should maintenance costs exceed budgeted amount in
any given year. If costs are below budgeted amount in any given
year, remaining budget will carry over to expand the following
year’s maintenance budget.
•Costs may include but are not limited to landscaping,
janitorial service, and all aspects of improvements (e.g.,
roofs, foundations, exterior walls/doors/windows,
plumbing/pipes/conduits, and all heating and air
conditioning units.
3 1237 San Antonio Road, known as the former LATP (Los Altos Treatment Plant) site, comprises three areas: A, B,
and C. Area C is shown on Exhibit A to the Lease Agreement.
10. CONSTRUCTION
AND OWNERSHIP OF
THE IMPROVEMENTS
During the Lease Term, improvements shall be property of
LifeMoves; upon termination of Lease all improvements shall be
property of the City provided they are in good and habitable
condition.
Revenue Agreement
City and County staff have met regularly to discuss a Revenue Agreement (Attachment C) for $7
million of pass-through funding for Palo Alto Homekey operations for an initial term of seven
(7) years, subject to approval by the Board of Supervisors. This step aligns with the City’s Letter
of Intent signed by LifeMoves, the City, the County, and the Santa Clara County Housing
Authority (see Attachment D). The County is committed to scheduling the Revenue Agreement
for the Board of Supervisors’ consideration, following review and approval by the County
Administration and Office of the County Counsel, no later than 60 days after the City of Palo
Alto approves the Revenue Agreement. The County will also continue discussions with the City
of Palo Alto and LifeMoves regarding a Service Agreement for LifeMoves to operate Palo Alto
Homekey. The below table provides a summary of the Revenue Agreement key terms.
The Revenue Agreement sets performance expectations for Palo Alto Homekey based on data
collected by the County. These performance expectations will be added to the Operating
Agreement between the County and LifeMoves and will factor into how the Palo Alto Homekey
site is run. Key performance expectations are shown in Exhibit A, section 5, in the chart below.
LifeMoves has been providing these types of services for many years and some of their
statistics and program features are included on Attachment E, LifeMoves Overview and
Programs.
Agreement Section Summary of Key Terms
1. TERM January 1, 2025 through June 30, 2032.
2. ROLES AND
RESPONSIBILITIES4
•City will designate a Program Manager to act as a liaison
with the County, assist in program development and
improvement to meet goals, and review and process
invoices and disburse funds to the County. City will
reimburse the County on a quarterly basis for expenses
associated with the Agreement for total maximum
amount of $7,000,000 ($1,000,000 annually for each
operational year).
•County will designate a Program Manager to serve as a
liaison with the City, lead program development and
4 These roles and responsibilities are related to County management of an Operating Agreement with LifeMoves
for interim housing operations and support services at 1237 San Antonio Road.
improvement to meet goals, and lead coordination with
stakeholders. County will provide or subcontract Program
services.
•Both parties will together establish success and outcome
measures, meet regularly to discuss performance and
progress, and jointly monitor Program expenses and
outcomes.
EXHIBIT A: PROGRAM SPECIFICS
1. Program Description “Program” is Palo Alto Homekey, a modular interim housing
facility with onsite support services, which will provide
privacy, security, mental health support, recovery programs,
employment services, financial literacy, and programs for
children. The facility includes nightly sleeping
accommodations, meals, en suite bathrooms, showers,
laundry services, internet access, and other basic need
services. Case management services are provided to all
clients, focused to support housing placement and long-term
housing retention.
2. Target Population Unsheltered homeless households, with preference given to
households who reside in or have a connection to the City.
3. Number of Households Single units are intended to serve individuals and family units
are intended to serve families with the average family size
being a family of 3. The Project will have 88 units whose door
configuration equates to 108 units5 per the HCD definition.
4. Program Funding Amount $7,000,000 ($1,000,000 annually)
5. Reporting Requirements County will provide quarterly reports to the City that include
information on:
•Number of clients served (total and City-connected),
•Exit destinations (total and City-connected, number per
period by exit category),
•Enrollments of City-connected clients (total and new
enrollments),
•Average time in shelter, and
•Returns to homelessness (within 12 months and within 2
years).6
5 The California Department of Housing and Community Development (HCD) defines a unit as a room with an
external facing door and it differs from the California Building Code. For the Palo Alto Homekey project, the 108
units include 84 single-bedrooms, 20 two-bedrooms, and 4 three-bedrooms. Through this staff report and
associated lease and revenue agreements, the 108 “unit” reference is following the HCD definition.
6 Data on returns to homelessness will be provided as it becomes available (e.g.,12 months after initial client exits).
Palo Alto staff also reached out to the City of Mountain View to learn more about what they are
seeing at the Mountain View Homekey site and the impact it has had in their community. Staff
will share the information when it is received by staff.
FISCAL/RESOURCE IMPACT
In August 2022, the City of Palo Alto and LifeMoves were awarded $26.6 million in Homekey
funds from HCD; which, combined with City and Santa Clara County funding, generous local
donations (including from Sobrato Philanthropies), and the dedication of over an acre of land,
met the capital and operating needs as understood at that time.
Part of the City’s funding contribution includes a pledge to support operations with $7 million,
distributed at a rate of $1 million annually for seven years. Other resources include the City
land as well as the significant staff time dedicated to this project to date from both the City and
LifeMoves. LifeMoves secured contractors to perform design and other relevant work to keep
this project moving. The City funded studies and reports to ensure the site is in a condition to
build upon (e.g., Phase I, Phase II, and soil studies and reports).
The funding sources are shown in the chart below.
$21,732,228
$5,000,000
$500,000$2,000,000
$2,000,000
$2,500,000
$2,000,000
$2,000,000
$-
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
$35,000,000
$40,000,000
County Additional Gap Fill
County Gap Fill
City Proposed FY 2024 Tier 2
LifeMoves Pledge
City of Palo Alto CIP Gap Fill
Various Private Funders*
Sobrato Philanthropies
Homekey Award - Capital
Current Projections:
Funding Sources
Capital Gap
As identified in a March 2023 Information Report to Council,7 the Project had a $6.0 million
capital funding gap. The City has included $2.0 million in the Capital Improvement Program
(CIP) as the City contribution to the funding gap. LifeMoves and Santa Clara County also both
committed funding to close the capital funding gap as shown in the charts above. In addition to
the City’s contribution to closing the capital funding gap, staff included an additional up to $2.5
million in the Tier 2 budget discussion to account for other additional costs such as permitting
fees (approximately $0.5 million) and elements removed from the Project scope (approximately
$2.0 million) as cost saving measures. Separate from these are several Project elements
suggested by the ARB that LifeMoves and Devcon were unable to accommodate within the
Project budget. The full list of elements removed from the Project scope are below:
• The ARB was unsure about the durability of the proposed wood siding and therefore
asked for a sealant to be applied, or use of another material be considered such as Hardie
board, particularly due to the project location near the Baylands (salt water).
• The proposed fence is a standard black metal fence with vertical pickets and a closed
frame design. ARB recommended considering a more decorative fence pattern, particularly
facing the street, and visually separating the site from the GreenWaste sorting operation
(located at the rear of the site). Pre-made decorative metal panels could be a cost-effective way
to achieve this.
• The ARB recommended incorporating operable windows for fresh air and natural
ventilation, but due to operational concerns for LifeMoves, this was not factored into the
design.
In addition to the ARB feedback, City staff reviewed the project and asked for the following
items to be considered that are also unable to be accommodated within the Project budget:
• Additional parking: It has not been proven that the proposed 23 parking spaces and 8
bicycle spaces is sufficient for Homekey staff and clients. This may result in off-site parking
impacts along San Antonio Road and potentially to surrounding sites, such as the trailhead
parking lot. The interim housing use does not have a parking requirement determined in the
Zoning Code (PAMC 18.52.040). For comparison, the Homekey project in the City of Mountain
View has 19 spaces for 100 units. For typical residential uses, the City would require 112
parking spaces and 88 long-term bike spaces, but this project does not match the typical
residential use standards. This project location is mainly served by the Mountain View shuttle
and Palo Alto Link public transportation. Understanding that there are no set requirements for
this type of use, City staff has asked if a demand analysis could be prepared. But given timing
7 March 2023 Information Report, https://cityofpaloalto.primegov.com/Portal/viewer?id=1233&type=0.
and budget, and atypical nature of this type of analysis for this type of project, the analysis was
not able to be done for this Project.
• Shade Sails. These were eliminated from the project for more cost-effective options in
the short term.
• Green Building Standards: Under AB 140’s ”deemed consistent” rule, the Project will
only be designed to comply with the 2022 Green Building Standards CALGreen mandatory
requirements, not the local requirements outlined in Palo Alto Municipal Code (PAMC) 16.14.
Therefore, the Project will not be designed to this list of CALGreen Tier 2 requirements:
o Irrigation metering device,
o Water reuse,
o Energy STAR profile manager,
o Energy and water performance reviews,
o Enhanced indoor air quality,
o Additional electrical vehicle charging stations,
o Enhanced construction waste reduction,
o Light pollution reduction,
o Compliance with formaldehyde limits, and
o Reduction in cement use.
• Solar: One of the cost savings changes was to eliminate the solar and electric vehicle
charging aspects from the site plan. Thus, Palo Alto Homekey does not currently include
solar/energy storage. Given California Energy Code requirements, it is likely the Project will
need to install some level of solar and/or energy storage system. The City was hopeful this
project would include solar to help reduce some operating costs so the City is seeking private
donors to assist with being able to add this aspect back into the project at some point.
• The detached storage structure and detached trash enclosure (”Building B”), are not
proposed to have fire sprinklers. While this is a local regulation, and not required by State Code,
the Building and Fire Departments strongly recommend adding fire sprinklers to these
structures to reduce the spread of fire.
Technically, as part of this lease approval, City Council could ask that the Project team, as a
condition of lease approval, re-incorporate items removed or deferred as part of cost-savings.
However, staff recommends the City Council only consider adding items back into the project
within the additional Tier 2 funding proposed and items that will not majorly affect the overall
project timeline (e.g., solar/PV, fencing, and fire sprinklers for detached storage structure and
detached trash enclosure). For the rest of the elements removed from the scope, the City and
LifeMoves remain committed to finding donors and solutions to deferred items and will
determine the best timing to add the items to the project schedule while not slowing down the
rest of the project.
Plans are provided (Attachment A) while noting this Project, like all projects funded under AB
140 (Homekey) is deemed automatically consistent with all local requirements and no
discretionary approvals can be required. Moreover, as noted above, there are several aspects
of the design that do not include standards that would be included in other non-exempt
projects. Approval of the lease agreement reflects acceptance of the conceptual design plans
and architectural elements.
Recommendation Related to City Funding Allocations
Staff recommend allocating funding as shown in the table below:
Amount Source Purpose
$2,000,000 FY 2024 Proposed Capital
Budget
Capital funding gap
$500,000 Measure K Business Tax
Revenue for Housing and
Homeless Services
Permitting fees
$2,000,000 Unspent FY 2023 Adopted
Budget (FY 2023) & FY
2024 Homekey facilities
operating funds
Reallocating the funding from operations
support to capital support to reinstate
removed project elements (e.g.,
photovoltaic [PV] system, decorative
fencing, fire sprinklers for storage structure
and garbage enclosure) into the Project
Notes: 1. The $500,000 for permitting fees is an estimate. The final amount will be calculated on a cost recovery
basis related to the level of effort in reviewing and permitting the Project. 2. The $2,000,000 for reinstating
removed elements is an estimate. The total amount would be determined by what elements, if any, Council
chooses to reinstate and the associated cost. For some elements, like the PV system, the City may be able to find
a donor or grant to offset a portion of the cost. For other elements, like the fencing, the final cost would depend
on the fencing material selected (e.g., decorative wrought iron versus wood).
The Fiscal Year 2024 Proposed Capital Budget recommends funding $2.0 million in the
Homekey Facilities capital project (PE-24005) for the City's contribution to the capital project
funding gap and is subject to the Council’s adoption of the FY 2024 Capital Budget.8 As
mentioned above, as part of the FY 2023 Adopted Budget, the City Council committed $1.0
million per year over seven years (through FY 2029) to offset a portion of annual operating
expenses; however, since the project will not be complete before the end of FY 2024, no
operating expenses occurred in FY 2023 and none are anticipated in FY 2024. As part of the FY
2024 Budget Hearings, the Finance Committee recommended that staff proactively recognize
the $1.0 million unspent operating funds in each year (in FY 2023 and FY 2024) and transfer
them to the Homekey Facilities capital project (PE-24005) for capital needs in FY 2024. The
remaining $0.5 million is recommended to be offset with Measure K Business Tax Revenue for
Housing and Homeless Services. To maintain the City’s commitment of $1.0 million for shelter
operations over seven years, staff will update the next Long Range Financial Forecast to fund
the total $7.0 million with $1.0 million annually in FY 2025 through FY 2031. These actions are
subject to the City Council’s adoption of the FY 2024 Budget, which is currently scheduled for
June 19, 2023.
With approval of the lease and revenue agreements, construction will begin in July 2023 and
complete by the beginning of 2025. This project timeline reflects the fact that this Project
involves more than just the placement of modular buildings on a site. This Project involves
adjustments to the GreenWaste operations within the site, site grading and infrastructure
improvements, and procurement of switchgear (an item currently experiencing industry-wide
long lead times).
STAKEHOLDER ENGAGEMENT
Stakeholder engagement includes regular and as-need meetings between partners (e.g.,
LifeMoves, Office of Supportive Housing [Santa Clara County], Santa Clara County Housing
Authority, GreenWaste, Google [related to easements] and the City of Mountain View). As the
Project progresses, staff and LifeMoves will plan for opportunities for the public to engage. For
those interested in giving to LifeMoves for this project, the donation page is
www.lifemoves.org/gift.
ENVIRONMENTAL REVIEW
Projects funded by the Project Homekey program are exempt from the requirements of the
California Environmental Quality Act through state laws, including but not limited to AB 140
(2021) and AB 2553 (2020). To the extent any of the actions contemplated by the City Council in
relation to this project are not covered by these statutory exemptions, they are exempt
pursuant to CEQA Guidelines Section 15269 as actions to mitigate an emergency related to the
unhoused population in Palo Alto.
ATTACHMENTS
Attachment A: Project Plans
Attachment B: Ground Lease between LifeMoves and the City of Palo Alto
Attachment C: Revenue Agreement between Santa Clara County and the City of Palo Alto
Attachment D: Letter of Intent between Santa Clara County, LifeMoves, Santa Clara County
Housing Authority, and the City of Palo Alto
Attachment E: LifeMoves Overview and Programs
APPROVED BY:
Ed Shikada, City Manager
Attachment A
Project Plans
In order to reduce paper consumption, a limited number of hard copy project plans are
provided to Council for their review. The same plans are available to the public, at all hours of
the day, via the following online resources.
Directions to review Project plans online:
1. Go to: bit.ly/PApendingprojects
2. Enter street address “1237 San Antonio Road” and click the Search button
3. Click on the pin on the map, and scroll to click on “Tell me more about 1237
San Antonio Road”
4. On this project specific webpage you will find a link to the project plans and
other important information
Direct Link to Project Webpage:
https://www.cityofpaloalto.org/Departments/Planning-Development-Services/Current-
Planning/Projects/1237-San-Antonio-Road
MN Revised 7-19-22
1
DRAFT
LEASE AGREEMENT
BETWEEN
CITY OF PALO ALTO
AND
LIFEMOVES
This Lease agreement (this “Lease”) is made and entered into on ____________________, by and
between the City of Palo Alto, a California chartered municipal corporation (herein “City” or
“Lessor”) and LifeMoves, a California non-profit corporation (herein “Lessee”). City and Lessee
may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this
Lease.” The City Manager serves as Contract Administrator for this Lease on behalf of the City
Council.
RECITALS
A. These recitals are a substantive portion of this Lease and are incorporated herein by this
reference.
B. City owns real property and improvements located at 1237 San Antonio Road, Palo Alto,
Santa Clara County, California, commonly referred to as the former Los Altos Treatment
Plant Site (the “Property”), as more particularly described in Exhibit A attached hereto
and incorporated by this reference and commonly known as Areas A, B, and C.
C. Lessee desires to lease a portion of the Property from City, consisting of approximately
1.36 acres of Area C (the “Premises”), as shown on Exhibit B.
D. Lessee desires to construct an 88-unit emergency shelter to provide temporary housing
for the unhoused, to be known as Homekey Palo Alto (the “Improvements,” and
together with the Premises “Project”).
E. Upon completion of construction of the Improvements, Lessee will be the owner of the
Improvements until the termination of this Lease.
F. Upon termination of this Lease, title of the Improvements will be transferred from the
Lessee to the City.
G. City desires to lease the Premises to Lessee to construct the Improvements and operate
the Project, and Lessee desires to lease the Premises from City, construct the
Improvements and operate the Project. .
DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C
MN Revised 7-19-22
2
Now, therefore, in consideration of these recitals and the following covenants, terms, and
conditions, Lessee and City mutually agree as follows:
LEASE PROVISIONS
1. PREMISES.
1.1 Creation of Lease. City hereby leases to Lessee, and Lessee hereby leases from City,
the Premises for the Term subject to the terms and conditions and for the purposes set forth
in this Lease. For portions of the Property outside of the Premises: City shall have the
right, in City’s sole discretion, from time to time, with written notice to Lesee, to make
changes to the size, shape, location, number and extent of the improvements comprising
the Property, including any common and landscaped areas. In connection with the changes,
City may, among other things, erect scaffolding or other necessary structures at the
Property, limit or eliminate access to portions of the Property, including portions of
common areas, or perform work on the Property which work may create noise, dust, or
leave debris on the Property. City shall have no responsibility or for any reason be liable
to Lessee for any direct or indirect injury or damages to Lessee resulting from any
inconvenience or annoyance occasioned by such changes or City’s actions in connection
with such changes.
1.2 Condition. Lessee hereby accepts the Premises for use in its “AS-IS” “WHERE-IS”
“WITH ALL FAULTS” condition. The Parties agree to meet and confer in good faith to
resolve issues related to unforeseen circumstances arising prior to or during construction
of the Improvements that: (1) materially alter the proposed scope and/or budget for the
Project; and (2) are beyond the reasonable, mutual contemplation of the Parties. Lessee
shall notify City within two days of the discovery of such unforeseen circumstances. In the
event the Parties are unable to reach a resolution as to how to proceed with the Project
within 30-days of commencement of discussion, either Party may terminate this Lease
upon 30-days written notice. In the event of termination of this Lease in accordance with
this Section after the Improvements have received a final certificate of occupancy, Lessee
shall return the Premises and convey the Improvements to the City in good and habitable
condition.I In the event of termination prior to issuance of a final certificate of occupancy,
Lessee shall return possession of the Premises to the City and fully cooperate with the City
in exhausting all available remedies, including those assurances provided pursuant to
Section 10.5, to complete construction of the Improvements and obtain a final certificate
of occupancy. In the event of termination resulting from Lessee’s breach of this Lease
pursuant to Section 6.3 and Section 15, or resulting from HCD’s termination of Standard
Agreement No. 22-HK-17472 due to Lessee’s breach of said Agreement, Lessee shall be
responsible for any costs incurred as a result of termination. Except as otherwise expressly
provided in this Lease, City shall not have any obligation to make any alterations, repairs,
maintenance or improvements to the Premises.
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1.3 Compliance. Lessee is responsible for determining whether or not the building
codes, applicable laws, covenants or restrictions of record, regulations, and ordinances
(“Applicable Requirements”) are appropriate for Lessee's intended use, and acknowledges
that past uses of the Premises may no longer be allowed. Lessee understands,
acknowledges, accepts and agrees that City is entering into this Lease in its capacity as a
property owner with a proprietary interest in the Premises and not as a regulatory agency
with police powers. Nothing herein shall limit in any way Lessee’s obligation to obtain any
required regulatory approvals from City departments, boards or commissions or other
governmental regulatory authorities or limit in any way City's exercise of its police powers.
1.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to
inspect and measure the Premises, (b) it has been advised by City to satisfy itself with
respect to the size and condition of the Premises (including but not limited to the
environmental conditions), and the suitability of the Premises for Lessee's intended use,
(c) Lessee has made such investigation as it deems necessary for the Lease of the Premises,
(d) it is not relying on any representation as to the size of the Premises made by City, (e)
the exact square footage of the Premises was not material to Lessee's decision to lease the
Premises and pay the Rent stated herein, and (f) neither City nor City's agents, have made
any oral or written representations or warranties with respect to said matters other than as
set forth in this Lease.
2. TERM.
2.1 Term. The term of this Lease shall be nine (9) years (“Term”), commencing on July 1,
2023 (“Commencement Date”) and ending on June 30, 2032, unless terminated earlier
pursuant to the provisions hereof.
2.2 Lessee Compliance. City shall not be required to tender possession of the Premises to
Lessee until Lessee complies with its obligation to provide evidence of insurance. Pending
delivery of such evidence, Lessee shall be required to perform all of its obligations under
this Lease from and after the Commencement Date.
3. RENT.
Base rent shall be $1.00 per year (“Base Rent”). Lessee shall prepay the entire amount of
the Base Rent for the Term concurrently with the execution of this Lease. City and Lessee
acknowledge that, except as otherwise provided to the contrary in this Lease, it is their
intent and agreement that this Lease be a “triple net” lease. As additional rent (the
“Additional Rent”), Lessee shall pay and discharge when due, Lessee’s portion of the real
property taxes described in Section 8, all insurance premiums, utility costs, maintenance
costs and all other liabilities and obligations which the Lessee assumes or agrees to pay or
undertake pursuant to this Lease. To the extent that Lessee’s share of real property taxes or
other expenses cannot be charged directly to, and paid by, Lessee, but instead charged and
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paid by City, Lessee shall reimburse City as Additional Rent within 30 days from the date
City delivers any invoice. Base Rent and Additional Rent are referred to collectively herein
as “Rent.”
4. SECURITY DEPOSIT.
Lessee shall deposit with City upon execution hereof $1 as security for Lessee’s faithful
performance of its obligations under this Lease (“Security Deposit”). If Lessee fails to pay
any rental sums, including without limitation such additional rent as may be owing under
any provision hereof, or otherwise defaults under this Lease, City may use, apply, or retain
all or any portion of said Security Deposit for payment of any amount already due City, for
rents which will be due in the future, and/or to reimburse or compensate City for any
liability, expense, loss, or damage which City may suffer or incur by reason thereof. If City
uses or applies all or any portion of the Security Deposit, Lessee shall within ten (10) days
after written request therefor deposit monies with City sufficient to restore said Security
Deposit to the full amount required by this Lease. If rent increases during the Term of this
Lease, Lessee shall, upon written request from City, deposit additional monies with City
so that the total amount of the Security Deposit shall at all times bear the same proportion
to the increased rent as the initial Security Deposit bore to the initial Base Rent. If a change
in control of Lessee occurs during this Lease and following such change the financial
condition of Lessee is, in City’s reasonable judgment, significantly reduced, Lessee shall
deposit such additional monies with City as shall be sufficient to cause the Security Deposit
to be at a commercially reasonable level based on such change in financial condition. City
shall not be required to keep the Security Deposit separate from its general accounts.
Within 90 days after the expiration or termination of this Lease, City shall return the
Security Deposit to the Lessee. No part of the Security Deposit shall be considered to be
held in trust, to bear interest, or to be prepayment for any monies to be paid by Lessee
under this Lease. The Security Deposit shall not be used by Lessee in lieu of pa yment of
rent.
5. USE OF PROPERTY.
5.1 Permitted Uses. The Premises shall be used and occupied only for construction and
operation of the Project, and programs or other activities associated with that use that are
reasonably similar, and for no other purpose. The initial period of construction for the
Project shall not extend beyond February 2025.
5.2 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted
hereunder. Lessee shall not create, cause, maintain or permit any nuisance or waste in, on,
or about the Premises, or permit or allow the Premises to be used for any unlawful purpose.
Lessee shall not do or permit to be done anything in any manner which unreasonably
disturbs the users of the Property, the Premises or the occupants of other neighboring
properties. Specifically, and without limiting the above, Lessee agrees not to cause any
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unreasonable odor, noise, vibration, power emission, or other item to emanate from the
Premises. No unreasonable sign or placard shall be painted, inscribed or placed in or on
the Premises; and no tree or shrub thereon shall be destroyed or removed or other waste
committed of the Premises. No bicycles, motorcycles, automobiles or other mechanical
means of transportation shall be placed or stored anywhere on the Premises except in
designated areas.
6. HAZARDOUS MATERIALS.
6.1 Hazardous Materials Defined. The term Hazardous Material(s) shall mean any toxic
or hazardous substance, material or waste or any pollutant or contaminant, or infectious or
radioactive material, including but not limited to, those substances, materials, or wastes
regulated now or in the future under any of the following statutes or regulations and any
and all of those substances included within the definitions of hazardous substances,
hazardous waste, hazardous chemical substance or mixture, imminently hazardous
chemical substance or mixture,” “toxic substances,” hazardous air pollutant, toxic pollutant
or solid waste in the: (a) CERCLA or Superfund as amended by SARA, 42 U.S.C. Sec.
9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et
seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f) The
Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous
Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part
302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California
Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal. Hazardous Waste
Control Act, Cal. Health & Safety Code Section 25100 et seq., (l) Porter-Cologne Act, Cal.
Water Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health
& Safety Code Sec. 25220 et seq., (n) Proposition 65, Cal. Health and Safety Code Sec.
25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health &
Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health &
Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec.
39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal. Health
& Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et
seq., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or
as similar terms are defined in the federal, state and local laws, statutes, regulations, orders
or rules. Hazardous Materials shall also mean any and all other substances, materials, and
wastes which are, or in the future become, regulated under applicable local, state or federal
law for the protection of health or the environment, or which are classified as hazardous or
toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or
regulated by any federal, state or local law, regulation or order or by common law decision,
including without limitation: (i) trichloroethylene, tetracholoethylene, perchloroethylene
and other chlorinated solvents; (ii) any petroleum products or fractions thereof; (iii)
asbestos, (iv) polychlorinated biphenyls; (v) flammable explosives; (vi) urea
formaldehyde; and, (vii) radioactive materials and waste.
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6.2 Compliance with Laws. The Lessee shall not permit the Premises or any portion
thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or
transportation of Hazardous Materials nor shall the Lessee permit the presence or release
of Hazardous Materials in, on, under, about or from the Premises with the exception of
materials customarily used for the construction and maintenance of the Project or for the
cleaning of the Improvements, provided such materials are used, stored and disposed of in
compliance with Hazardous Materials Laws.
6.3 Termination of Lease. Subject to Section 6.2, City shall have the right to terminate
the Lease in City’s sole and absolute discretion in the event that: (i) any anticipated use of
the Premises by Lessee involves the generation or storage, use, treatment, disposal, or
release of Hazardous Material in a manner or for a purpose prohibited by any governmental
agency, authority, or Hazardous Materials Laws; (ii) Lessee has been required by any
lender or governmental authority to take remedial action in connection with Hazardous
Material contaminating the Premises, if the contamination resulted from Lessee’s action or
use of the Premises; or (iii) Lessee is subject to an enforcement order issued by any
governmental authority in connection with the release, use, disposal, or storage of a
Hazardous Material on the Premises.
6.4 Hazardous Materials Indemnity. Lessee shall indemnify, defend (by counsel
reasonably acceptable to City), protect, and hold City harmless from and against any and
all claims, liabilities, penalties, forfeitures, losses, and/or expenses, including without
limitation, diminution in value of the Premises, damages for the loss or restriction on use
of the rentable or usable space or of any amenity of the Premises, damages arising from
any adverse impact or marketing of the Premises and sums paid in settlement of claims,
response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert
fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any
person, or damage to any property whatsoever (including, without limitation, groundwater,
sewer systems, and atmosphere), arising from, caused, or resulting, either during the Lease
Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under,
or about the Premises by Lessee, Lessee’s agents, employees, licensees, or invitees or at
Lessee’s direction, of Hazardous Material, or by Lessee’s failure to comply with any
Hazardous Materials Law, whether knowingly or by strict liability. For purposes of the
indemnity provided herein, any acts or omissions of Lessee or its employees, agents,
customers, sublessees, assignees, contractors, or subcontractors of Lessee (whether or not
they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.
Lessee’s indemnification obligations shall include, without limitation, and whether
foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials
management plan, investigation, repairs, cleanup or detoxification or decontamination of
the Premises, and the presence and implementation of any closure, remedial action or other
required plans, and shall survive the expiration of or early termination of the Lease Term.
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6.5 City’s Right to Perform Tests. At any time prior to the expiration of the Lease
Term, City shall have the right to enter upon the Premises in order to conduct tests of water
and soil.
7. UTILITIES AND OPERATING EXPENSES.
Lessee shall pay for all utilities provided to the Premises. If City is required to construct new or
additional utility installations, including, without limitation, wiring, plumbing, conduits, and
mains, or refuse collection materials or service, resulting from Lessee’s special requirements,
and that are related to the Project, Lessee shall on demand pay to City the total cost of such
items, or pay and contract for such installations directly.
8. TAXES.
8.1 Real Property Taxes Defined. The term “real property taxes” as used herein shall mean
all taxes (including possessory interest taxes), assessments, levies and other charges,
general and special, foreseen and unforeseen, now or hereafter imposed by any
governmental or quasi-governmental authority or special district having the direct or
indirect power to tax or levy assessments, which are levied or assessed against or with
respect to: (i) value, occupancy, use or possession of the Premises; (ii) the Improvements,
any additional improvements, fixtures, equipment and other real or personal property of
Lessee that are an integral part of the Premises; or, (iii) use of the Premises, the
Improvements, public utilities or energy within the Premises. The term “real property
taxes” shall also mean all charges, levies or fees imposed by reason of environmental
regulation or other governmental control of the premises and/or the Improvements, new or
altered excise, transaction, sales, privilege, assessment, or other taxes or charges now or
hereafter imposed upon City as a result of this Lease, and all costs and fees (including
attorneys’ fees) incurred by City in contesting any real property taxes and in negotiating
with public authorities as to any real property taxes affecting the Premises. If any real
property taxes are based upon property or rents unrelated to the Premises and/or the
Improvements, then only that part of such tax that is fairly allocable to the Premises and/or
the Improvements, as determined by City, on the basis of the assessor’s worksheets or other
available information, shall be included within the meaning of the term “real property
taxes.”
8.2 Payment of Real Property Taxes. Due to the non-profit nature of Lessee and the
proposed use of the Premises in accordance with the HCD Standard Agreement, the parties
do not anticipate that real property taxes (as defined in Section 8.1 above) will be levied as
a result of this Lease. However, in the event Lessee operates the site in a manner
inconsistent with the approved use under the HCD Standard Agreement, Lessee shall be
responsible for payment of Lessee's share of real property taxes. Subject to the right to
contest, Lessee shall be responsible for payment of Lessee’s share of all real property taxes
on or before the later of: ten (10) days prior to the delinquency thereof or three (3) days
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after the date on which Lessee receives a copy of the tax bill from a taxing authority. In
the event a tax bill for the Premises is provided to the City, Lessee shall, within ten (10)
days after City delivers notice, reimburse City for Lessee’s share of real property taxes
from Lessee’s operating budget, including any increase in real property taxes attributable
to the Improvements. Lessee’s liability to pay real property taxes shall be prorated on the
basis of a three hundred sixty-five (365) day year to account for any fraction or portion of
a tax year included in the Term at the commencement or expiration of the Lease.
Lessee shall have the right before any delinquency occurs to contest or object to the amount
or validity of any real property tax by appropriate legal proceedings, but such right shall
not be deemed or construed in any way as relieving, modifying or extending Lessee’s
covenant to pay any such real property taxes at the time and in the manner required by law.
Any such contest shall be conducted in accordance with and subject to the requirements of
all Applicable Laws and otherwise in a manner that does not subject the City’s title to the
Property to foreclosure or forfeiture. Lessee shall indemnify, defend, and hold the City
and its elected and appointed officers, officials, employees, agents and representatives (all
of the foregoing, collectively the “Indemnitees”) harmless from and against all liabilities,
losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of
action, legal or administrative proceedings, judgments, costs and expenses (including
without limitation reasonable attorneys’ fees and court costs) (all of the foregoing,
collectively “Claims”) arising as a result of or in connection with any such contest brought
by Lessee. During any contest of real property taxes, Lessee shall (by payment of disputed
sums, if necessary) prevent any advertisement of tax sale, foreclosure of, or any divesting
of the City’s title, reversion or other interest in the Premises. Upon final determination of
the amount or validity of any Imposition contested pursuant to this Section 8.2, Lessee
shall immediately pay such real property taxes and all costs and expenses relating to such
challenge.
8.3 Revenue and Taxation Code. Lessee specifically acknowledges it is familiar with
section 107.6 of the California Revenue and Taxation Code. Lessee realizes that a
possessory interest subject to property taxes may be created, agrees to pay any such tax,
(unless exempted by County) and hereby waives any rights Lessee may have under said
California Revenue and Taxation Code section 107.6.
8.4 Personal Property Taxes. Lessee shall pay before delinquent, or if requested by City,
reimburse City for, any and all taxes, fees, and assessments associated with the Premises,
the personal property contained in the Premises and other taxes, fees, and assessments
regarding any activities which take place at the Premises. Lessee recognizes and
understands in accepting this Lease that its interest therein may be subject to a possible
possessory interest tax that City or County may impose on such interest and that such tax
payment shall not reduce any rent due City hereunder and any such tax shall be the liability
of and be paid by Lessee.
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8.5 Exemption from Taxes. Lessee is a non-profit corporation and will be applying to
the County for an exemption from real property taxes. City acknowledges that Lessee is a
non-profit corporation and agrees to cooperate with Lessee, if needed, for Lessee’s
application for a real property tax exemption.
9. MAINTENANCE.
9.1 Lessee Responsibilities. The Lessee shall operate, maintain and manage the Project,
including all landscaping and any other improvements thereon in good order and repair and
in neat, clean sanitary and safe condition in compliance with all local, state and federal
laws, statutes and regulations relating to the use, occupancy or operation of the Project.
Lessee shall further perform maintenance and repair on specified off-site improvements,
including sidewalks and rights of way adjacent to the Premises that are not owned by
Lessee. City acknowledges that Lessee has budgeted $160,000 for Lessee’s maintenance
responsibilities, which is to be adjusted annually on the anniversary of the Commencement
Date by the local consumer price index. If Lessee’s annual maintenance responsibilities
do not exceed $160,000, as adjusted, in any given year, the remaining maintenance budget
will be added to the subsequent year’s maintenance budget. If the Lesee’s maintenance
responsibilities exceed the budgeted amount in any given year, then the Parties agree to
meet and confer to determine the appropriate cost allocation for the remaining maintence
costs that will be assigned to either Party. Either Party may request that the issue be
referred to mediation, as provided in Section 21.
Lessee shall provide janitorial service to the Project. Lessee further agrees to provide
approved containers for trash and garbage and to keep the Premises free and clear of
rubbish and litter. City shall have the right to enter upon and inspect the Premises at any
time for cleanliness and safety, and LifeMoves shall complete any maintenance identified
by the City during such inspection subject to the conditions set forth in Section 9.1.
Notwithstanding the above provisions, Lessee shall be responsible for damage or repair to
the Premises or any of its support systems resulting from Lessee’s use of the Premises and
not occasioned by normal wear and tear.
9.2 Waiver of Civil Code. Lessee expressly waives the benefit of any statute now or
hereinafter in effect, including the provisions of sections 1941 and 1942 of the Civil Code
of California, which would otherwise afford Lessee the right to make repairs at City’s
expense or to terminate this Lease because of City’s failure to keep Premises in good order,
condition and repair. Lessee further agrees that if and when any repairs, alterations,
additions or betterments shall be made by Lessee as required by this paragraph, Lessee
shall promptly pay for all labor done or materials furnished and shall keep the Premises
free and clear of any lien or encumbrance of any kind whatsoever. If Lessee fails to make
any repairs or perform any maintenance work for which Lessee is responsible within a
reasonable time (as determined by the City in the City’s sole discretion) after demand by
the City, City shall have the right, but not the obligation, to make the repairs at Lessee’s
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expense; within ten (10) days from the date City delivers a bill for such repairs, Lessee
shall reimburse City, including a fifteen percent (15%) administrative overhead fee. The
making of such repairs or performance of maintenance by City shall in no event be
construed as a waiver of the duty of Lessee to make repairs or perform maintenance as
provided in this Section.
9.3 Lessee’s Capital Maintenance and Repair Obligations. Lessee, as owner of the
Improvements following construction, shall maintain all aspects of the Improvements,
including but not limited to: a) roofs, foundations, and exterior walls for the Project
(including all doors, and windows); (b) plumbing, pipes and conduits; and (c) all heating
and air conditioning units.
9.4 Capital Maintenance Costs. Notwithstanding Lessee’s responsibility for maintenanc e
of the Premises and the Improvements, in the event the cost of a capital maintenance
obligation, exclusive of insurance proceeds, exceeds $50,000, the Parties shall meet and
confer in good faith to determine the level of City contribution to such costs, if any. Either
Party may request that the issue be referred to mediation, as provided in Section 21.
10. CONSTRUCTION AND OWNERSHIP OF THE IMPROVEMENTS.
10. 1 Construction Standards. Design and construction of the Improvements performed by
or on behalf of Lessee shall conform to the plans, specifications, construction and
architectural standards approved by the City. Once the work is begun, Lessee shall with
reasonable diligence prosecute all construction to completion within the time frame set
forth in this Lease. All work shall be performed in a good and workmanlike manner, shall
substantially comply with any plans and specifications approved by City and shall comply
with all applicable governmental permits, laws, ordinances and regulations, and shall meet
all other requirements contained in this Lease.
10.2 Cost of Improvements. Lessee shall pay all costs for construction done or caused to
be done by Lessee on the Premises as permitted or required by this Lease, except that the
City shall pay for costs related to City construction permits and inspections. Lessee shall
keep the Premises free and clear of all claims and liens resulting from construction done
by or for Lessee. Promptly after completion of construction, Lessee shall provide to the
City a statement of the reasonable and actual costs of construction for the Improvements,
which statement shall be certified as to accuracy and signed by Lessee under penalty of
perjury.
10.3 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. During the term of this Lease, the Improvements shall be property of the Lessee.
Title to all equipment, furniture, furnishings, and trade fixtures placed by Lessee upon the
Premises shall remain in Lessee. and r Replacements, substitutions and modifications
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(“Alterations”) thereof shall not be made by Lessee without City’s prior written consent,
which shall not be unreasonably withheld. If, as a result of any Alterations proposed or
made by Lessee, City is obligated to comply with the Americans With Disabilities Act or
any other law or regulation and such compliance requires City to make any improvement
or Alteration to any portion of the Property or off-site, as a condition to City’s consent,
City shall have the right to require Lessee to pay to City prior to the construction of any
Alteration by Lessee, the entire cost of any improvement or alteration City is obligated to
complete by such law or regulation.
Upon termination of this Lease, all Improvements constructed on the Premises by Lessee
shall be transferred to the City and become the property of the City, provided such
Improvements are in a good and habitable condition. Lessee retains the right to retain
personal property located on the Premises and to remove such personal property from the
Premises.
10.4 Indemnity for Claims Arising Out of Construction. Lessee shall defend and
indemnify the Indemnitees against all Claims arising out of work performed on the
Premises by Lessee, together with reasonable attorneys' fees and all costs and expenses
reasonably incurred by City in negotiating, settling, defending or otherwise protecting
against such Claims.
10.5 Assurance of Completion. Prior to commencement of the Improvements, Lessee shall
furnish the City evidence that assures City that sufficient monies will be available to
complete the proposed work. The amount of such assurance shall be at least the total
estimated construction cost. Evidence of such assurance shall take one of the forms set out
below and shall guarantee Lessee’s full and faithful performance of all of the terms,
covenants, and conditions of this Lease:
A. Completion Bond;
B. Performance, labor and material bonds, supplied by Lessee’s contractor or
contractors, provided the bonds are issued jointly to Lessee and City;
C. Irrevocable letter of credit from a financial institution; or
D. Any combination of the above.
All bonds and letters of credit must be issued by a company qualified to do business in the
State of California and be acceptable to the City. All bonds and letters of credit shall be in
a form acceptable to the City, and shall insure faithful and full observance and performance
by Lessee of all of the terms, conditions, covenants, and agreements relating to the
construction of the improvements or alterations in accordance with this Lease.
10.6 As Built Plans. Lessee shall provide the City with a complete set of reproducible “as
built plans” reflecting actual construction within or upon the Premises upon completion of
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any: (i) new construction; (ii) structural alterations; or, (iii) non-structural alterations
costing more than $25,000.
11. HOLD HARMLESS/INDEMNIFICATION.
11.1 Indemnification. To the extent permitted by law, Lessee agrees to protect, defend,
hold harmless and indemnify City, its City Council, commissions, officers, agents,
volunteers, and employees (“Indemnitees”) against any Claim, arising during the Term and
arising from or in connection with any of the following: (i) the operation or management
of the Premises, (ii) any work or thing done on or in the Premises, (iii) any condition of
any alteration or addition constructed by the Lessee on the Premises, (iv) any breach or
default by the Lessee in the performance of any covenant or agreement to be performed by
the Lessee pursuant to the terms of this Lease, (v) any recklessness, willful misconduct, or
active negligence of the Lessee, or any of its agents, contractors, subcontractors,
employees, or licensees, (vi) any accident, injury or damage caused to any person occurring
during the Term in or on the Premises, and (vii) the furnishing of labor or materials by the
Lessee or its contractors, subcontractors, employees, or agents. Lessee shall give City
immediate notice of any Claim hereby indemnified against. This indemnity shall be in
addition to the Hazardous Materials and Construction indemnities contained in this Lease
and shall survive the expiration of or early termination of the Term.
11.2 Waiver of Claims. Lessee waives any claims against City for injury to Lessee’s
business or any loss of income therefrom, for damage to Lessee’s property, or for injury or
death of any person in or about the Premises or the City Property, from any cause
whatsoever, except to the extent caused by City’s active negligence or willful misconduct.
12. DAMAGE, DESTRUCTION AND TERMINATION.
12.1 Nontermination and Nonabatement. Except as provided herein, no destruction or
damage to the Premises by fire, windstorm or other casualty, whether insured or uninsured,
shall entitle Lessee to terminate this Lease. City and Lessee waive the provisions of any
statutes which relate to termination of a lease when leased property is destroyed and agree
that such event shall be governed by the terms of this Lease.
12.2 Force Majeure. Prevention, delay or stoppage due to strikes, lockouts, labor disputes,
Acts of God, inability to obtain labor, inability to obtain materials or reasonable substitutes,
governmental restrictions, governmental regulation, governmental controls, judicial
orders, enemy or hostile governmental actions, civil commotion, fire or other casualty,
health pandemic and other causes beyond the reasonable control of Lessee (financial
inability excepted), shall excuse the performance by Lessee for a period equal to the
prevention, delay, or stoppage, except the obligations imposed with regard to Rent to be
paid by Lessee pursuant to this Lease. In the event any work performed by Lessee or
Lessee’s contractors results in a strike, lockout, and/or labor dispute, the strike, lockout,
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and/or labor dispute shall not excuse the performance by Lessee of the provisions of this
Lease.
12.3 Restoration of Improvements by Lessee.
12.3.1 Destruction Due to Risk Covered by Insurance. If, during the Term, the
improvements on the Premises totally or partially destroyed from a risk
covered by the insurance described in Section 18 (Insurance), then Lessee
shall, at Lessee's expense, repair such damage as soon as reasonably
possible and this Lease shall continue in full force and effect.
Notwithstanding the foregoing, if the required insurance was not in force or
the insurance proceeds are not sufficient to effect such repair, the Parties
shall meet and confer to agree on apportionment of payment to cover the
shortage in proceeds as and when required to complete said repairs.
12.3.2 Destruction Due to Risk Not Covered by Insurance. If, during the Term, the
improvements on the Premises totally or partially destroyed from a risk not
covered by the insurance described in Section 18 (Insurance), then the
Parties shall meet and confer in good faith, as provided in Section 9.4.
13. SIGNS.
Lessee shall not place, construct, maintain, or allow any signs upon the Premises without prior
written consent of City.
14. ASSIGNMENT AND SUBLETTING.
14.1 City's Consent Required. Lessee shall not assign this Lease, nor any interest therein,
and shall not sublet or encumber the Premises or any part thereof, nor any right or privilege
appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Premises,
or any portion thereof, without the prior written consent of City. This Lease shall be
binding upon any permitted assignee or successor of Lessee. Consent by City to one
assignment, subletting, occupation or use by another person shall not be deemed to be
consent to any subsequent assignment, subletting, occupation or use by another person. No
assignment, subletting, or encumbrance by Lessee shall release it from or in any way alter
any of Lessee's obligations under this Lease. Lessee may have the Premises delivered to a
subsidiary company of Lessee, but such arrangement shall in no way alter Lessee's
responsibilities hereunder with respect to the Premises. Any assignment, subletting,
encumbrances, occupation, or use contrary to the provisions of this Lease shall be void and
shall constitute breach of this Lease. In the event Lessee requests the consent of City to
any assignment or subletting, then Lessee shall pay City’s reasonable administrative fees
(including attorneys’ fees) incurred in connection therewith. City may assign any of its
rights hereunder without notice to Lessee.
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14.2 No Release of Lessee. No subletting or assignment as approved by City shall release
Lessee of Lessee’s obligation or alter the primary liability of Lessee to pay the rent and to
perform all other obligations by Lessee hereunder. The acceptance of rent by City from
any other person shall not be deemed to be a waiver by City of any provision hereof. In
the event of default by any assignee of Lessee or any successor of Lessee in the
performance of any of the terms hereof, City may proceed directly against Lessee without
the necessity of exhausting remedies against said assignee.
15. DEFAULTS; REMEDIES.
15.1 Defaults. The occurrence of any one or more of the following events shall constitute
a material default, or breach of this Lease, by Lessee:
15.1.1 Abandonment of the Premises by Lessee as defined by California Civil Code
section 1951.3;
15.1.2 Failure by Lessee to make any payment of rent or any other payment
required to be made by Lessee hereunder, as provided in this Lease, where such
failure shall continue for a period of ten (10) business days after written notice
thereof from City to Lessee. In the event City serves Lessee with a Notice to Pay
Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay
Rent or Quit shall also constitute the notice required by this subparagraph;
15.1.3 Failure by Lessee to observe or perform any of the covenants, conditions or
provisions of this Lease in any material respect where such failure shall continue
for a period of (i) 10 days for a monetary default after written notice from the City
and (ii) forty-five days (45) days after written notice thereof from City to Lessee
for all other defaults; provided, however, that if the nature of Lessee’s default is
such that more than forty-five (45) days are reasonably required for its cure, then
Lessee shall not be deemed to be in default if Lessee commenced such cure within
said forty-five (45) day period and thereafter diligently prosecutes such cure to
completion;
15.1.4 Making by Lessee of any general arrangement or assignment for the benefit
of creditors as an alternative to bankruptcy proceedings; Lessee’s becoming a
“debtor” as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in
the case of a petition filed against Lessee, the same is dismissed within one hundred
twenty (120) days); the appointment of a bankruptcy trustee or receiver to take
possession of all or substantially all of Lessee’s assets located at or on the Premises
or of Lessee’s interest in this Lease where possession is not restored to Lessee
within one hundred twenty (120) days; or the attachment, execution or other judicial
seizure of all or substantially all of Lessee’s assets located at or on the Premises or
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of Lessee’s interest in this Lease, where such seizure is not discharged within one
hundred twenty (120) days.
15.2 Remedies. In the event of any material default or breach by Lessee, City may at any
time thereafter, following any notice required by this Lease or by statute, and without
limiting City in the exercise of any right or remedy which City may have by reason of such
default or breach:
15.2.1 Terminate Lessee’s right to possession of the Premises by any lawful means,
in which case this Lease shall terminate and Lessee shall immediately surrender
possession of the Premises. In such event, City shall be entitled to recover from
Lessee all damages incurred by City by reason of Lessee’s default including but not
limited to: the cost of recovering possession of the Premises; expenses of reletting,
including necessary renovation and alteration of the Premises and the
Improvements; and reasonable attorneys’ fees.
15.2.2 Maintain Lessee’s right to possession, in which case this Lease shall
continue in effect whether or not Lessee shall have abandoned the Premises. In
such event, City shall be entitled to enforce all of Cit y’s rights and remedies under
this Lease, including the right to recover Rent and other payments as they become
due hereunder.
15.2.3 Pursue any other remedy now or hereafter available to City under the laws
or judicial decisions of the State of California. City shall have all remedies
provided by law and equity.
15.3 No Relief from Forfeiture After Default. Lessee waives all rights of redemption or
relief from forfeiture under California Code of Civil Procedure sections 1174 and 1179,
and any other present or future law, in the event Lessee is evicted or City otherwise lawfully
takes possession of the Premises by reason of any default or breach of this Lease by Lessee.
15.4 Disposition of Abandoned Property. If the Lessee fails to remove any personal
property belonging to Lessee from the Premises after forty-five (45) days of the expiration
or termination of this Lease, such property shall at the option of City be deemed to have
been transferred to City. City shall have the right to remove and to dispose of such property
without liability to Lessee or to any person claiming under Lessee, and the City shall have
no need to account for such property. Lessee shall be liable to City for City’s costs for
storing, removing, and disposing of such property and shall indemnify and hold City
harmless from the claim of any third party to an interest in such property, unless otherwise
agreed to by the Parties.
16. INTEREST ON PAST-DUE OBLIGATIONS.
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Except as expressly provided herein, any amount due City when not paid when due shall bear
interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law
from the date that written notice of the delinquent payment is provided by City.
17. HOLDING OVER.
If Lessee remains in possession of the Premises or any part thereof after the expiration of the Term
hereof subject to any amendment to the Lease, such occupancy shall be a tenancy from month to
month with all the obligations of this Lease applicable to Lessee and Base Rent payable at a
monthly rate equal to the then market rate as determined by City to be increased annually by the
greater of 3% or the local consumer price index. Nothing contained in this Lease shall give to
Lessee the right to occupy the Premises after the expiration of the Term, or upon an earlier
termination for breach.
18. CITY’S ACCESS.
City and City’s agents shall have the right to enter the Premises at reasonable times, upon not less
than twenty-four (24) hours prior telephonic or written (including email) notice to Lessee (except
in the case of any emergency, where no advance notice shall be required), for the purpose of
inspecting same, showing same to prospective purchasers, lenders or lessees, and making such
alterations, repairs, improvements, or additions to the Premises as City may deem necessary. For
purposes of this section 18, “emergency” shall include, but is not limited to, public health and
safety concerns, or declared states of emergency that impact the Premises or the uses thereon. City
may at any time place on or about the Premises any “For Sale” or “For Lease” signs, all without
rebate of rent or liability to Lessee.
19. INSURANCE.
Lessee's responsibility for the Premises begins immediately upon delivery and Lessee, at its sole
cost and expense, and at no cost to City, shall purchase and maintain in full force and effect during
the entire Term of this Lease insurance coverage in amounts and in a form acceptable to City as
set forth in Exhibit C attached hereto and incorporated herein by reference. Said policies shall be
maintained with respect to Lessee’s employees, if any, and all vehicles operated on the Premises.
The policies shall include the required endorsements, certificates of insurance and coverage
verifications as described in Exhibit C.
Lessee shall deposit with the City, on or before the effective date of this Lease, certificates of
insurance necessary to satisfy City that the insurance provisions of this Lease have been complied
with, and to keep such insurance in effect and the certificates therefore on deposit with City during
the entire Term of this Lease. Should Lessee not provide evidence of such required coverage at
least three (3) days prior to the expiration of any existing insurance coverage, City may purchase
such insurance, on behalf of and at the expense of Lessee to provide six months of coverage.
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City shall retain the right at any time to review the coverage, form, and amount of the insurance
required hereby. If, in the opinion of the City’s Risk Manager (or comparable official), the
insurance provisions in this Lease do not provide adequate protection for City and for members of
the public using the Premises as defined in Exhibit B, the City may require Lessee to obtain
insurance sufficient in coverage, form, and amount to provide adequate protection as determined
by the Risk Manager. City's requirements shall be reasonable and shall be designed to assure
protection from and against the kind and extent of risk that exists at the time a change in insurance
is required.
The City shall notify Lessee in writing of reasonable changes in the insurance requirements. If
Lessee does not deposit copies of acceptable insurance policies with City incorporating such
changes within sixty (60) days after City’s delivery of such notice, or in the event Lessee fails to
maintain in effect any required insurance coverage, Lessee shall be in default under this Lease
without further notice to Lessee. Such failure shall constitute a material breach and shall be
grounds for immediate termination of this Lease at the option of City.
The procuring of such required policy or policies of insurance shall not be construed to limit
Lessee’s liability hereunder nor to fulfill the indemnification provision and requirements of this
Lease. Notwithstanding the policy or policies of insurance, Lessee shall be obligated for the full
and total amount of any damage, injury, or loss caused by or connected with this Lease or with use
or occupancy of the Premises.
20. RESERVATION OF AVIGATIONAL EASEMENT.
City hereby reserves for the use and benefits of the public, a right of avigation over the Premises
for the passage of aircraft landing at, taking off, or operating from the adjacent airport operated by
the City of Palo Alto. Lessee releases the City from all liability for noise, vibration, and any other
related nuisance.
21. DISPUTE RESOLUTION.
21.1 Unless otherwise mutually agreed to, any controversies between Lessee and City
regarding the construction or application of this Lease, and claims arising out of this Lease
or its breach shall be submitted to mediation within thirty (30) days of the written request
of one Party after the service of that request on the other Party.
21.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the
Party demanding mediation shall request the Superior Court of Santa Clara County to
appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The
Parties may agree to extend the time allowed for mediation under this Lease.
21.3 The costs of mediation shall be borne by the Parties equally.
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21.4 Mediation under this section is a condition precedent to filing an action in any court.
In the event of litigation arising out of any dispute related to this Lease, the Parties shall
each pay their respective attorney's fees, expert witness costs and cost of suit, regardless of
the outcome of the litigation.
22. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.
No official or employee of City or Lessee shall be personally liable for any default or liability
under this Lease.
23. NON-DISCRIMINATION
23.1 Non-discrimination in Lease Activities. Lessee agrees that in the performance of this
Lease and in connection with all of the activities Lessee conducts on the Premises, it shall not
discriminate against any employee or person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial
status, weight or height of such person. Lessee acknowledges that is familiar with the provisions
set forth in Section 2.30.510 of the Palo Alto Municipal Code relating to nond iscrimination in
employment and Section 9.73 of the Palo Alto Municipal Code relating to City policy against
arbitrary discrimination.
23.2 Human Rights Policy. In connection with all activities that are conducted upon the
Premises, Lessee agrees to accept and enforce the statements of policy set forth in Section 9.73.010
which provides: “It is the policy of the City of Palo Alto to affirm, support and protect the human
rights of every person within its jurisdiction. These rights include, but are not limited to, equal
economic, political, and educational opportunity; equal accommodations in all business
establishments in the city; and equal service and protection by all public agencies of the city.”
24. ACCESSIBLITY; AMERICANS WITH DISABILITIES ACT.
The Premises have not undergone an inspection by a Certified Access Specialist (CASp). Note:
“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 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 premises.”
Since compliance with the Americans with Disabilities Act (ADA) and other state and local
accessibility statutes are dependent upon Lessee’s specific use of the Premises, Lessor makes no
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warranty or representation as to whether or not the Premises comply with ADA or any similar
legislation. In the event that Lessee’s use of the Premises requires modifications or additions to
the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees
to make any such necessary modifications and/or additions at Lessee’s expense.
25. CONFLICT OF INTEREST.
Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in
performance of this Lease. Lessee warrants and covenants that no official or employee of City nor
any business entity in which any official or employee of City is interested: (1) has been employed
or retained to solicit or aid in the procuring of this Lease; or (2) will be employed in the
performance of this Lease without the divulgence of such fact to City. In the event that City
determines that the employment of any such official, employee or business entity is not compatible
with such official's or employee's duties as an official or employee of City, Lessee upon request of
City shall immediately terminate such employment. Violation of this provision constitutes a
serious breach of this Lease and City may terminate this Lease as a result of such violation.
26. MEMORANDUM OF LEASE.
Following execution of this Lease, either party, at its sole expense, shall be entitled to record a
Memorandum of Lease in the official records of Santa Clara County. In the event such document
is recorded, upon termination or expiration of this Lease, Lessee shall execute and record a
quitclaim deed as to its leasehold interest.
27. ESTOPPEL CERTIFICATE.
Lessee shall, from time to time, upon at least thirty (30) days prior written notice from City,
execute, acknowledge and deliver to City a statement in writing: (i) certifying this Lease is
unmodified and in full force and effect, or, if modified, stating the nature of the modification and
certifying that the Lease, as modified, is in full force and effect, and the date to which the rental
and other charges, if any, have been paid; (ii) acknowledging that there are not to Lessee’s
knowledge, any defaults, or stating if any defaults are claimed, any statement may be relied upon
by any prospective purchaser or encumbrancer of the City Property; and (iii) such additional
information, confirmation, and/or statements as may be reasonably requested by the City.
28. LIENS.
Lessee agrees at its sole cost and expense to keep the Premises free and clear of any and all claims,
levies, liens, encumbrances or attachments.
29. NOTICES.
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All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as
follows:
City of Palo Alto
Attention: Real Property Manager
250 Hamilton Avenue
Palo Alto, CA 94301
With a copy to: real.property@cityofpaloalto.org
And to Lessee addressed as follows:
LifeMoves
Attention: Paul Simpson
181 Constitution Drive
Menlo Park, CA 94025
paul@lifemoves.org
Notices may be served upon either Party in person, by first class mail, or by certified mail whether
or not said mailing is accepted by addressee. These addresses shall be used for service of process.
Nothing contained herein shall be construed to limit City’s right to serve any notice to pay rent or
quit or similar notice by any method permitted by applicable law, and any such notice shall be
effective if served in accordance with any method permitted by applicable law whether or not the
requirements of this Lease have been met.
30. TIME.
Time shall be of the essence in the performance of this Lease.
31. AMENDMENTS.
It is mutually agreed that no oral Leases have been entered into and that no alteration or variation
of the terms of this Lease shall be valid unless made in writing and signed by the Parties to this
Lease.
32. SIGNING AUTHORITY.
Each Party represents and warrants on its own behalf that the individual executing this Lease on
behalf of such Party that he or she is duly authorized to execute and deliver this Lease on its behalf.
Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of
such authority. This Lease may be executed by the Parties in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same instrument.
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33. CAPTIONS.
The captions of the various sections, paragraphs and subparagraphs of this Lease are for
convenience only and shall not be considered or referred to in resolving questions of interpretation.
34. SURRENDER OF LEASE NOT MERGER.
The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall
not work a merger, and shall, at the option of City, terminate all or any existing Lessees or
subtenancies, or may, at the option of City, operate as an assignment of any and all such Lessees
or subtenancies.
35. INTEGRATED DOCUMENT.
This Lease, including any exhibits attached hereto, embodies the entire agreement between City
and Lessee. No other understanding, agreements, conversations or otherwise, with any officer,
agent or employee of City prior to execution of this Lease shall affect or modify any of the terms
or obligations contained in any documents comprising this Lease. Any such verbal agreement
shall be considered as unofficial information and in no way binding upon City. All agreements
with City are subject to approval of the City Council before City shall be bound thereby.
36. WAIVER.
Waiver by City of one or more conditions of performance or any breach o f a condition under this
Lease shall not be construed as a waiver of any other condition of performance or subsequent
breaches. The subsequent acceptance by a Party of the performance of any obligation or duty by
another Party shall not be deemed to be a waiver of any term or condition of this Lease. The
exercise of any remedy, right, option or privilege hereunder by City shall not preclude City from
exercising the same or any and all other remedies, rights, options and privileges hereunder and
City's failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which
City may have, shall not be construed as a waiver.
37. INTERPRETATIONS.
In construing or interpreting this Lease, the word “or” shall not be construed as exclusive and the
word “including” shall not be limiting. The Parties agree that this Lease shall be fairly interpreted
in accordance with its terms without any strict construction in favor of or against any other Party.
38. SEVERABILITY CLAUSE.
If any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for
any reason, then such provision shall be modified to the minimum extent necessary to make the
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provision legal, valid and enforceable, and the other provisions of this Lease shall not be affected
thereby.
39. GOVERNING LAW.
This Lease shall be governed and construed in accordance with the statutes and laws of the State
of California.
40. VENUE.
In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall
be exclusively vested in the state courts of the County of Santa Clara.
41. COMPLIANCE WITH LAWS.
The Parties hereto shall comply with all applicable laws, ordinances, codes and regulations of the
federal, state and local governments in the performance of their rights, duties and obligations under
this Lease.
42. BROKERS.
Each party represents that is has not had dealings with any real estate broker, finder, or other
person, with respect to this Lease in any manner. Each Party shall hold harmless the other party
from all damages resulting from any claims that may be asserted against the other Party by any
broker, finder, or other person with whom the indemnifying party has or purportedly has dealt.
43. ATTACHMENTS TO LEASE.
The following exhibits are attached to and made a part of this Lease:
“A” – Legal Description of Subject Property
“B” – Map of Property and Premises
“C” – Standard Insurance Requirements
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IN WITNESS WHEREOF, the parties have executed this Lease the day and year first above
written.
CITY: LESSEE:
CITY OF PALO ALTO (LESSOR) LifeMoves
By: __________ By:___________________________
City Manager or Designee
ATTEST:
______________
City Clerk
APPROVED AS TO FORM:
By: _______________________
Asst. City Attorney
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LEASE AGREEMENT
BETWEEN
CITY OF PALO ALTO
AND
LIFEMOVES
EXHIBIT A
LEGAL DESCRIPTION OF SUBJECT PROPERTY
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LEASE AGREEMENT
BETWEEN
CITY OF PALO ALTO
AND
LIFEMOVES
EXHIBIT B
MAP OF SUBJECT PROPERTY AND PREMISES
This diagram shows Area C of the LATP site. The picture below is an updated site plan.
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The diagram below shows the updated site plan as of May 2023.
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LEASE AGREEMENT
BETWEEN
CITY OF PALO ALTO
AND
LIFEMOVES
EXHIBIT C
STANDARD INSURANCE REQUIREMENTS
Insurance Requirements for LESSEE:
Lessee shall purchase and maintain the insurance policies set forth below on all of its operations
under this Lease at its sole cost and expense. Such policies shall be maintained for the full Term
of this Lease and the related warranty period (if applicable). For purposes of the insurance
policies required under this Lease, the term “City” shall include the duly elected or appointed
council members, commissioners, officers, agents, employees and volunteers of the City of Palo
Alto, California, individually or collectively.
Coverages (RL 28.1A) S
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1) Insurance Services Office Commercial General Liability coverage
(occurrence form CG 0001).
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering
Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance (for Lessees with employees).
4) Property insurance against all risks of loss to any tenant improvements or
betterments
The policy or policies of insurance maintained by Lessee shall provide the following limits and
coverages:
POLICY MINIMUM LIMITS OF LIABILITY
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(1) Commercial General Liability $1,000,000 per each
occurrence for bodily injury, personal injury
and property damage
(2) Automobile Liability $ 1,000,000 Combined Single Limit
Including Owned, Hired and
Non-Owned Automobiles
(3) Workers’ Compensation Statutory
Employers Liability $1,000,000 per
accident for bodily injury or disease
(4) Lessee’s Property Insurance
Lessee shall procure and maintain property insurance coverage for:
(a) all office furniture, trade fixture, office equipment, merchandise,
and all other items of Lessee’s property in, on, at, or about the
premises and the building, include property installed by, for,
or at the expense of Lessee;
(b) all other improvements, betterments, alterations, and additions
to the premises.
Lessee’s property insurance must fulfill the following requirements:
(a) it must be written on the broadest available “all risk” policy form or an
equivalent form acceptable City of Palo Alto, including earthquake sprinkler
leakage.
(b) for no less than ninety percent (90%) of the full
replacement cost (new without deduction for depreciation)
of the covered items and property; and
(c) the amounts of coverage must meet any coinsurance
requirements of the policy or policies.
(RL 28.2)
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the
option of the City either: the insurer shall reduce or eliminate such deductibles or self-insured
retentions as respects the City, its officers, officials, employees and volunteers; or the Lessee
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Insurance shall be in full force and effect commencing on the first day of the Term of this Lease.
Each insurance policy required by this Lease shall:
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1. Be endorsed to state that coverage shall not be suspended, voided, canceled by
either party, reduced in coverage or in limits except after thirty (30) days' prior
written notice by certified mail, return receipt requested, has been given to the City.
2. Include a waiver of all rights of subrogation against the City and the members of
the City Council and elective or appointive officers or employees, and each party
shall indemnify the other against any loss or expense including reasonable attorney
fees, resulting from the failure to obtain such waiver.
3. Name the City of Palo Alto as a loss payee on the property policy.
4. Provide that the City, its officers, officials, employees, agents and volunteers are
to be covered as insureds as respects: liability arising out of activities performed
by or on behalf of the Lessee; products and completed operations of the Lessee;
premises owned, occupied or used by the Lessee; or automobiles owned, leased,
hired or borrowed by the Lessee. The coverage shall contain no special
limitations on the scope of protection afforded to the City, its officers, officials,
employees, agents or volunteers.
5. Provide that for any claims related to this Lease, the Lessee's insurance coverage
shall be primary insurance as respects the City, its officers, officials, employees,
agents and volunteers. Any insurance or self-insurance maintained by the City, its
officers, officials, employees, agents or volunteers shall be excess of the Lessee's
insurance and shall not contribute with it.
6. Provide that any failure to comply with reporting or other provisions of the policies
including breaches of warranties shall not affect coverage provided to the City, its
officers, officials, employees, agents or volunteers.
7. Provide that Lessee's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
8. Lessee agrees to promptly pay to City as Additional Rent, upon demand, the
amount of any increase in the rate of insurance on the Premises or on any other
part of Building that results by reason of Lessee’s act(s) or Lessee’s permitting
certain activities to take place.
Acceptability of Insurers
All insurance policies shall be issued by California-admitted carriers having current A.M. Best's
ratings of no lower than A-:VII.
5147261.2
DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C
Certificate Of Completion
Envelope Id: CF51EA91F30B4FC598B6413FF8F97E4C Status: Completed
Subject: Complete with DocuSign: LifeMoves - PROPOSED FINAL - Lease with City of Palo Alto City Edit 05-...
Source Envelope:
Document Pages: 29 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 0 Ingrid Velasquez
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
ingrid.velasquez@cityofpaloalto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
6/1/2023 9:38:24 AM
Holder: Ingrid Velasquez
ingrid.velasquez@cityofpaloalto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Aubrey Merriman
amerriman@lifemoves.org
Aubrey Merriman, Chief Executive Officer
LifeMoves
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.35.211.130
Sent: 6/1/2023 9:47:20 AM
Viewed: 6/1/2023 10:05:33 AM
Signed: 6/1/2023 10:28:19 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Melissa McDonough
melissa.mcdonough@cityofpaloalto.org
Security Level: Email, Account Authentication
(None)
Sent: 6/1/2023 10:28:20 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Paul Simpson
paul@lifemoves.org
CFO
Security Level: Email, Account Authentication
(None)
Sent: 6/1/2023 10:28:21 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/1/2023 9:47:20 AM
Certified Delivered Security Checked 6/1/2023 10:05:33 AM
Signing Complete Security Checked 6/1/2023 10:28:19 AM
Completed Security Checked 6/1/2023 10:28:21 AM
Payment Events Status Timestamps
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AGREEMENT BETWEEN THE COUNTY OF SANTA CLARA
AND THE CITY OF PALO ALTO
This Agreement is entered into by and between the County of Santa Clara (the “County”) and the
City of Palo Alto (the “City”), in order to provide funding for and establish roles, rights and
responsibilities related to preventing and ending homelessness in Palo Alto. The County and City
are sometimes referred individually as a “Party,” and collectively as the “Parties.”
RECITALS
A. WHEREAS, the Parties have endorsed the 2020-2025 Community Plan to End Homelessness
in Santa Clara County and have approved resolutions finding that the problem of
homelessness in Santa Clara County is a crisis;
B. WHEREAS, the City, the County and other partners seek to reduce homelessness while
sharing costs, prioritizing services to the community’s most vulnerable homeless persons,
using resources strategically, and maintaining effective operational relationships;
C. WHEREAS, in its role as the lead agency for the Santa Clara County Continuum Care (CoC), the
County’s Office of Supportive Housing (OSH) coordinates permanent housing programs,
shelter and transitional housing, supportive services, a homeless management information
system and supportive housing policies and standards countywide;
D. WHEREAS, the County has established effective partnerships to manage and coordinate
programs such as Permanent Supportive Housing (PSH), Rapid Rehousing (RRH),
Homelessness Prevention, Housing Problem Solving, interim housing services, and outreach
services;
E. WHEREAS, the City has received a funding commitment of $26,559,544 in State Homekey
funds to develop a service-enriched shelter in Palo Alto in partnership with LifeMoves;
F. WHEREAS, the City seeks to prioritize Interim Housing Services for unhoused or at-risk people
who are significantly impacting the City’s neighborhoods and departments; and,
G. WHEREAS, the City seeks to leverage the County’s resources and expertise in managing
supportive housing programs by allowing the County to manage programs for homeless
persons.
In consideration of the foregoing Recitals, and the mutual promises and covenants contained in
this Agreement, the Parties agree as follows:
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AGREEMENT
1) TERM
This Agreement is effective on January 1, 2025 and will continue thereafter until June 30,
2032 unless extended by mutual consent or terminated as provided below in Sections 4 and
13.
2) ROLES AND RESPONSIBILITIES
a) The Parties shall jointly develop, implement, and monitor the programs described in
Exhibit A: Program Specifics (“Programs”).
b) City’s Responsibilities
i) The City shall designate a Program Manager to:
(1) Serve as the County’s liaison to the City’s departments and City Council;
(2) Participate in management meetings for the Programs, which will be held as
needed; and,
(3) Actively assist in the development and improvement of the Programs to ensure
that the Programs meet their goals; and,
(4) Review and process all invoices from the County and disburse the funds in a timely
manner.
ii) The City shall reimburse the County on a quarterly basis for all expenses associated
with this Agreement as follows:
Time Period Total Maximum Financial Obligation
01/01/2025 to 06/30/2032 $7,000,000 ($1,000,000/annually for
each operational year)
c) County’s Responsibilities
i) The County shall designate one or more Program Managers to:
(1) Serve as the City’s liaison to County departments;
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(2) Plan and lead management and coordination meetings, which will be held as
needed;
(3) Lead in development, management, and refinement of the Programs to ensure
that the Programs meets their goals.
(4) Lead coordination meetings with appropriate stakeholders to ensure the
Programs’ success.
ii) The County shall provide or subcontract Programs’ services. To the maximum extent
practicable, the County shall leverage other resources to offset, improve, or expand
the Programs’ services.
iii) The County or its contractors shall implement referral criteria and procedures
consistent the Santa Clara County Continuum of Care’s Coordinated Assessment
System.
d) The Parties shall work collaboratively to:
i) Establish the Programs’ success and outcome measures consistent with the Santa
Clara County Continuum of Care’s System Performance Measures; and,
ii) Identify resources that would enable the Programs to more effectively use City and
County funds and improve Programs; incorporating lessons learned from similar
Programs.
iii) Meet regularly to discuss the performance and progress of the Programs. When
appropriate, the Parties shall jointly develop corrective actions to be implemented by
the Programs’ contractors.
iv) Jointly monitor the Programs’ expenses and outcomes. Based on the availability of
the City’s funds in future years and the Programs’ outcomes, the Parties will
determine whether to continue, expand, contract, or terminate the Programs at the
end of the Term.
e) Funding under this Agreement is contingent on annual appropriations that are approved
by the City Council.
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3) MUTUAL INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed
between the Parties pursuant to Government Code Section 895.6, the Parties agree that all
losses or liabilities incurred by a Party shall not be shared pro rata but, instead, the County
and the City agree that, pursuant to Government Code Section 895.4, each of the Parties
hereto shall fully indemnify and hold each of the other Parties, their officers, board members,
employees, and agents, harmless from any claim, expense or cost, damage or liability
imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the
negligent acts or omissions or willful misconduct of the indemnifying Party, its officers,
employees or agents, under or in connection with or arising out of any work, authority or
jurisdiction delegated to such party under this Agreement. No Party, nor any officer, board
member, or agent thereof shall be responsible for any damage or liability occurring by reason
of the negligent acts or omissions or willful misconduct of the other Parties hereto, their
officers, board members, employees, or agents, under or in connection with or arising out of
any work authority or jurisdiction delegated to such other Parties under this Agreement.
4) TERMINATION
Either Party may terminate this Agreement at any time for convenience and without cause,
upon providing a ninety-day (90) notice to the other Party at the addresses set forth in section
13) below. The notice shall state the effective date of the termination.
5) ASSURANCE
Each Party represents and warrants that it has the authority to enter into this Agreement.
6) RELATIONSHIP
Nothing contained in this Agreement shall be deemed or construed by the Parties or any third
party to create the relationship of partners or joint ventures between the City and the County.
7) CONFIDENTIALITY
The Parties agree that by virtue of entering into this Agreement they each shall have access
to certain confidential information regarding the other Party’s operations. Each of the Parties
shall not disclose confidential information and/or materials without the prior written consent
of the other Party, unless such disclosures are required by California law. Where appropriate,
resident releases shall be secured before confidential resident information is exchanged.
8) ENTIRE AGREEMENT
This Agreement and its Appendices (if any) constitutes the final, complete and exclusive
statement of the terms of the agreement between the parties. It incorporates and supersedes
all the agreements, covenants and understandings between the parties concerning the
subject matter hereof, and all such agreements, covenants and understandings have been
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merged into this Agreement. No prior or contemporaneous agreement or understanding,
verbal or otherwise, of the parties or their agents shall be valid or enforceable unless
embodied in this Agreement.
9) MODIFICATION
This Agreement may not be enlarged, modified, or altered, except if it is evidenced in writing,
signed by the Parties and endorsed to this Agreement.
10) INSURANCE
Each Party shall, at its own expense, keep in force during the Term, Workers’ Compensation
Insurance, insuring against and satisfying each Party’s obligations and liabilities under the
workers’ compensation laws of the State of California, including employer’s liability insurance
in the limits required by the laws of the State of California.
11) SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remaining provisions will nevertheless continue in force without
being impaired or invalidated in any way.
12) NOTICES
Notices to the Parties in connection with this Agreement shall be given personally or by mail,
registered or certified, postage prepaid with return receipt requested. Mailed notices shall
be addressed to the Parties as follows:
COUNTY OF SANTA CLARA CITY OF PALO ALTO
Deputy Director Deputy City Manager
Office of Supportive Housing City of Palo Alto
150 West Tasman Drive 250 Hamilton Avenue
San Jose, CA, 95134 Palo Alto, CA 94301
Notices delivered personally will be deemed communicated as of actual receipt; mailed
notices will be deemed communicated on the date of delivery.
13) AMENDMENTS
This Agreement may be amended only by a written instrument signed by the Parties.
14) WAIVER
No delay or failure to require performance of any provision of this Agreement shall constitute
a waiver of that provision as to that or any other instance. Any waiver granted by a Party
must be provided, in writing, and shall apply to the specific instance expressly stated.
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15) GOVERNING LAW AND VENUE
This Agreement has been executed and delivered in, and shall be construed and enforced in
accordance with, the laws of the State of California. Proper venue for legal action regarding
this Agreement shall be in the County of Santa Clara.
16) COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed
to be an original but all of which together shall constitute one and the same instrument.
17) COMPLIANCE WITH ALL LAWS, INCLUDING NONDISCRIMINATION, EQUAL OPPORTUNITY,
AND WAGE THEFT PREVENTION
Compliance with All Laws. The Parties shall comply with all applicable Federal, State, and
local laws, regulations, rules, and policies (collectively, “Laws”), including but not limited to
all non-discrimination, equal opportunity, and wage and hour Laws referenced in the
paragraphs below.
Compliance with Non-Discrimination and Equal Opportunity Laws: The City shall comply
with all applicable Laws concerning nondiscrimination and equal opportunity in
employment and contracting, including but not limited to the 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, the City
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 the City
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.
Compliance with Wage and Hour Laws: The City 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
living wage Laws.
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Definitions: For purposes of this Subsection 17, the following definitions shall apply. A
“Final Judgment” shall mean a judgment, decision, determination, or order (a) which is
issued by a court of law, an investigatory government agency authorized by law to enforce
an applicable Law, an arbiter, or arbitration panel and (b) for which all appeals have been
exhausted or the time period to appeal has expired. For pay equity Laws, relevant
investigatory government agencies include the federal Equal Employment Opportunity
Commission, the California Division of Labor Standards Enforcement, and the California
Department of Fair Employment and Housing. Violation of a pay equity Law shall mean
unlawful discrimination in compensation on the basis of an individual’s sex, gender, gender
identity, gender expression, 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 section 1197.5, as
applicable. For wage and hour Laws, relevant investigatory government agencies include
the federal Department of Labor, the California Division of Labor Standards Enforcement,
and the City of San Jose’s Office of Equality Assurance.
Prior Judgments, Decisions or Orders against the City: By signing this Agreement, the City
affirms that it has disclosed any final judgments that (A) were issued in the five years prior
to executing this Agreement by a court, an investigatory government agency, arbiter, or
arbitration panel and (B) found that the City violated an applicable wage and hour law or
pay equity law. The City 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 final judgments.
Violations of Wage and Hour Laws or Pay Equity Laws During Term of Contract: If at any
time during the term of this Agreement, the City receives a Final Judgment rendered
against it for violation of an applicable wage and hour Law or pay equity Law, then the City
shall promptly satisfy and comply with any such Final Judgment. The City 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 of the Final Judgment, whichever is later. The City shall also provide any
documentary evidence of compliance with the Final Judgment within 5 days of satisfying
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 paragraph are separate from any other notice
provisions in this Agreement and, accordingly, only notice provided to the Office of the
County Executive-OCCM satisfies the notice requirements in this paragraph.
Access to Records Concerning Compliance with Pay Equity Laws: In addition to and
notwithstanding any other provision of this Agreement concerning access to the City’s
records, the City shall permit the County and/or its authorized representatives to audit and
review records related to compliance with applicable pay equity Laws. Upon the County’s
request, the City shall provide the County with access to any and all facilities and records,
including but not limited to financial and employee records, that are related to the purpose
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of this Subsection 17, except where prohibited by federal or state laws, regulations or
rules. County’s access to such records and facilities shall be permitted at any time during
The City’s normal business hours upon no less than 10 business days’ advance notice.
Pay Equity Notification: The City shall (1) at least once in the first year of this Agreement
and annually thereafter, provide each of its employees working in California and each
person applying to the City 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 copy of all
applicable pay equity Laws in conspicuous places accessible to all of the City’s Employees
and Job Applicants.
Material Breach: Failure to comply with any part of this Subsection H shall constitute a
material 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 and at law. County
may, among other things, take any or all of the following actions:
(i)Suspend or terminate any or all parts of this Agreement.
(ii)Offer the City an opportunity to cure the breach.
Subcontractors: The City shall impose all of the requirements set forth in this Subsection 17
on any subcontractors permitted to perform work under this Agreement. This includes
ensuring that any subcontractor receiving a Final Judgment for violation of an applicable
Law promptly satisfies and complies with such Final Judgment.
18) CALIFORNIA PUBLIC RECORDS ACT
The County is a public agency subject to the disclosure requirements of the California Public
Records Act (“CPRA”). If the City’s proprietary information is contained in documents or
information submitted to County, and the City claims that such information falls within one
or more CPRA exemptions, the City 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, the County will make best efforts to provide notice to the City
prior to such disclosure. If the City contends that any documents are exempt from the CPRA
and wishes to prevent disclosure, it is required to obtain a protective order, injunctive relief
or other appropriate remedy from a court of law in Santa Clara County before the County is
required to respond to the CPRA request. If the City fails to obtain such remedy within the
time the County is required to respond to the CPRA request, County may disclose the
requested information.
The City further agrees that it shall defend, indemnify and hold County harmless against any
claim, action 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 information
arising from any representation, or any action (or inaction), by the City.
19) CONFLICTS OF INTEREST
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The City shall comply, and require its 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 of this Agreement by the County.
In accepting this Agreement, the City 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 this Agreement. The City further covenants that,
in the performance of this Agreement, it will not employ any contractor or person having
such an interest. The City, including but not limited to contractor’s employees and
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 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.
If the disclosure provisions of the Political Reform Act are applicable to any individual
providing service under this Agreement, the City shall, upon execution of this Agreement,
provide the County with the names, description of individual duties to be performed, and
email addresses of all individuals, including but not limited to the City’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 making
governmental decisions or performing duties that would be performed by an individual in a
designated position, (2 CCR 18700.3), as part of the City’s service to the County under this
Agreement. The City shall immediately notify the County of the names and email addresses
of any additional individuals later assigned to provide such service to the County under this
Agreement in such a capacity. The City shall immediately notify the County of the names of
individuals working in such a capacity who, during the course of the Agreement, end their
service to the County.
If the disclosure provisions of the Political Reform Act are applicable to any individual
providing service under this Agreement, the City 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
but not limited to those listed this Section 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.
20) CONTRACT EXECUTION
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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.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be entered into as of the day
and year of execution of this Agreement.
COUNTY OF SANTA CLARA COUNTY OF SANTA CLARA CITY OF PALO ALTO
__________________________ ____________________________
Susan Ellenberg Ed Shikada
President, Board of Supervisors City Manager
Date: ____________________________ Date: ____________________
Signed and certified that a copy of this document
has been delivered by electronic or other means
to the President, Board of Supervisors.
Attest:
___________________________
Tiffany Lennear
Clerk of the Board of Supervisors
Date: ___________________________
APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM AND LEGALITY
___________________________________
Stefanie Wilson Albert Yang
Deputy County Counsel Assistant City Attorney
Date: ___________________________ Date: ______________________________
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EXHIBIT A:
PROGRAM SPECIFICS
This Exhibit describes the Programs that will be implemented under this Agreement, either
directly by the County or by a County subcontractor.
A. Interim Housing
1. Program Description
Palo Alto Homekey is a modular interim housing facility with onsite support services,
which will provide privacy, security, mental health support, recovery programs,
employment services, financial literacy, and programs for children. The facility includes
nightly sleeping accommodations, meals, en suite bathrooms, showers, laundry services,
mail services, internet access, and other basic need services. Case management services
are provided to all clients in order to develop customized service plans to meet each
individual’s or household’s goals. Case management services will focus on connections to
mainstream community resources and support networks to support housing placement
and long-term housing retention.
2. Target Population
The Program shall serve unsheltered homeless households at its service-enriched shelter
site within the City. Households shall be referred from the Santa Clara County Shelter
Hotline, and preference shall be given to households who reside in or have a connection
to the City.
3. Number of Households
The County or its contractors shall serve up to 160 individuals nightly through its 88 units
whose door configuration equates to 108 units (per California Department of Housing and
Community Development (HCD) definition.
4. Program Funding Amount
The City shall reimburse the County for expenses associated with the Temporary Housing
Program as follows:
Time Period Maximum Financial Obligation for
Temporary Housing
01/01/2025 to 06/30/2032 $7,000,000 ($1,000,000 annually for each
operational year)
5. Reporting Requirements
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The County shall provide quarterly reports to the City that include:
a) Number of unduplicated clients served:
a. All clients served.
b. Clients served that are connected to the City.
b) Exit destinations:
a. Number of unduplicated clients exits per period by exit categories.
b. Number of unduplicated clients exits per period by exit categories for
those connected to the City.
c) Enrollments of Palo Alto connected clients for the time period as well as
enrollments that are new in that time period.
d)Average length of time that individuals and families remain in shelter.
e)Returns to homelessness within 12 months, of individuals and families served, as
data becomes available.
f) Returns to homelessness within 2 years, of individuals and families served, as
data becomes available.
1
October 27, 2022
County of Santa Clara
Office of Supportive Housing
2310 N. First Street, Suite 201
San Jose, CA 95131
Santa Clara County Housing Authority
505 West Julian Street
San José, CA 95110
LifeMoves
181 Constitution Drive
Menlo Park, CA 94025
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
SUBJECT: Four (4) Party Letter of Intent for Palo Alto Homekey for Operations and
Construction Management
Dear Partners,
All parties to this Letter of Intent enthusiastically support the development and operation of
the planned Palo Alto Homekey Interim Housing Community at 1237 San Antonio Road, Palo
Alto. This includes the City of Palo Alto, LifeMoves, the County of Santa Clara Office of
Supportive Housing, and the Santa Clara County Housing Authority (the “Parties”).
A key strategy of the 2020 Community Plan to End Homelessness is to double temporary
housing and shelter capacity to reduce the number of people sleeping outside. The County of
Santa Clara and the Santa Clara County Housing Authority (SCCHA) have both expressed
support for the LifeMoves and City of Palo Alto’s Homekey project as an opportunity to quickly
help bring emergency housing resources to North County for individuals and families
experiencing homelessness and vulnerable populations impacted by the COVID pandemic. This
non-binding Letter of Intent (“LOI”) sets forth the mutual understanding of the Parties related
to Palo Alto Homekey, and provides a basis the Parties will use to finalize agreements in
support of Palo Alto Homekey.
Subject to approval by the applicable governing bodies, the Parties propose to undertake the
following activities:
2
City of Palo Alto:
The City of Palo Alto, as property owner, will be responsible for the following:
Pre- and During Construction:
• Execute an Agreement with the California Housing and Community Development
Department and LifeMoves to receive a grant of $26.6 Million.
• Collaborate with LifeMoves and SCCHA in the development of construction plans,
cost estimation, and construction management.
• Execute a Revenue Agreement with the County of Santa Clara Office of Supportive
Housing (OSH) reflecting the City’s $7 Million contribution for shelter operations for
an initial term of seven (7) years.
• Execute a ground lease and other agreements with LifeMoves necessary for the site
improvements that LifeMoves will facilitate building and later operate.
• Establish, with OSH and LifeMoves, quality assurance standards and performance
measures for site operations.
Post Construction:
• Regularly review operational financial reports submitted by LifeMoves to the Office
of Supportive Housing and the City of Palo Alto.
• Regularly review the property operations financial reports submitted by LifeMoves
to the Housing Authority and the City of Palo Alto.
• Participate in periodic site inspections with the Housing Authority and LifeMoves to
ensure proper site upkeep.
• Co-report back to City Council re: progress and outcomes on operations and budget
– (e.g., an annual report on unhoused services in Palo Alto would include an update
on the Palo Alto Homekey project).
The City will remain as an actively involved party with the County of Santa Clara and LifeMoves
to ensure oversight of the service agreements and shelter operations regarding performance,
outcomes, and expectations consistent with the performance measures set forth in the
Standard Agreement between the City, LifeMoves, and the State of California for the Homekey
Program Grant.
3
LifeMoves:
LifeMoves, as the service provider and site operator, will be responsible for the following:
Pre- and During Construction:
• Execute an Agreement with the California Housing and Community Development
Department and the City of Palo Alto to receive a grant of $26.6 Million.
• Receive the State grant funds and manage the reporting and auditing requirements
that accompany the grant.
• Manage the site construction and ensure the project is completed per terms of the
Standard Agreement. Procure all contractors needed for construction. Involve the
City of Palo Alto (and SCCHA as needed) in the development of construction plans,
cost estimation, and construction management.
• Enter into a Service Agreement with OSH for Palo Alto Homekey site operations.
• Enter into a ground lease and right-of-entry agreement(s) with the City of Palo Alto
necessary for LifeMoves to facilitate construction and later site operation.
• Collaborate with OSH and the City of Palo Alto to develop quality assurance
standards and performance measures for site operations consistent with the Santa
Clara County Continuum of Care Quality Assurance Standards.
Post Construction:
• Submit operational financial reports on a regular basis to OSH and the City of Palo
Alto.
• Submit property operations financial reports on a regular basis to the Housing
Authority and the City of Palo Alto.
• Perform regular site maintenance and carry forward the LifeMoves’ maintenance
budget from year-to-year if underspent. As part of the anticipated ground lease
terms, the City and LifeMoves will continue to discuss capital maintenance
obligations that exceed the annual budget.
• Participate in periodic site inspections with the Housing Authority and City of Palo
Alto to ensure proper site upkeep.
• Co-report back to City Council re: progress and outcomes on operations and budget
– (e.g., an annual report on unhoused services in Palo Alto would include an update
on the Palo Alto Homekey project).
LifeMoves Operations
Commitment: $1,000,000 (annually for seven years ($7,000,000 over 7 years))
Time period: 2023 - 2030
State Homekey Operations
Commitment: $3,888,000 total operating subsidy and potentially an additional
$1,080,000 (which could be used for operations if not used for
CapEX during construction)
Time period: The State Operating Subsidy use is in years 1 & 2
4
County of Santa Clara Office of Supportive Housing
• On October 4, 2022, County’s Board of Supervisors formally approved a delegation of
authority to the County Executive to negotiate and execute a Challenge Grant Service
Agreement with LifeMoves in an amount not-to-exceed $4,000,000 to operate and
provide services for the Palo Alto Homekey site from July 1, 2023 through June 30, 2026.
• As approved by County’s Board, the County Administration will enter into negotiations
with LifeMoves to execute a Challenge Grant Service Agreement, incorporating
appropriate quality assurance and performance standards.
• The County will continue discussions with the City of Palo Alto and LifeMoves regarding
a Revenue Agreement with the City of Palo Alto for $7 Million of pass-through funding
for shelter operations for an initial term of seven (7) years, subject to approval by the
Board of Supervisors. The County is committed to scheduling the Revenue Agreement
for the Board of Supervisors’ consideration, following review and approval by the
County Administration and Office of the County Counsel, no later than 60 days after the
City of Palo Alto approves the Revenue Agreement. The County will also continue
discussions with the City of Palo Alto and LifeMoves regarding a Service Agreement for
LifeMoves to operate the Palo Alto Homekey site.
Santa Clara County Housing Authority:
These services would commence at the beginning of the project (before and during
construction). The asset management tasks will become active post construction (in the
operations phase).
Pre-Construction and During Construction
• Collaborate with LifeMoves and the City of Palo Alto in the development of
construction plans, cost estimation, and construction management. Assist the City
with overall review of construction financing, budget and schedule.
• Assist the City of Palo Alto with monitoring the construction at all phases, helping to
inform the City as to whether the work is being completed on time and according to
the design intent. This would include visiting the site as needed. It would also
include assisting the City with financial review.
• Review project schedule on a regular basis and provide input to mitigate potential
delays.
• Support transparent communication with all project stakeholders, such as the
project manager, construction manager, contractors, and commissioning agents.
• Assist the City with monitoring project completion and closeout.
5
Post Construction:
•Provide regular feedback and review, as requested by the City, of financial reports
and operating budgets as related to property operations asset management (Annual
& Monthly Operating Budgets, Monthly Financial Reports, as needed)
•Review of "operating manual" negotiated with the County and LifeMoves and
provide feedback on routine and preventative maintenance responsibilities.
•Visit the site and inspect units, as needed—including periodic inspection and
involvement in regular reviews of operations and adequacy of maintenance.
Frequency will be set with the City and LifeMoves.
City Commitment: Annual fee paid by the City of Palo Alto
Time period: FY 2023 – FY 2030 (initial term to be extended)
Housing Authority Staff: Part of an existing FTE resource
SCCHA Agreement Term: FY 2023 – FY 2030 (initial term to be extended)
The parties share an interest in the long-term success and sustainability of this program and, as
such, are committed to continue discussions on the extension of these referenced agreements
beyond this initial 7-year period.
This letter is not intended to be, and does not constitute, a binding agreement by the Parties, nor
an agreement by the Parties to enter into a binding agreement. This letter reflects the Parties’
present understanding of discussions and desire to support the development and operation of
the planned Palo Alto Homekey Interim Housing Community at 1237 San Antonio, Palo Alto. No
Parties may claim any legal rights against the other by reason of the signing of this letter of intent
or by taking any action in reliance hereon, and each party fully understands that neither party
will have any legal obligations to the other, or with respect to the proposed activities in this letter.
The City of Palo Alto and all parties look forward to this project providing much needed interim
housing for the most vulnerable in our community. For questions, please contact Chantal
Cotton Gaines, Deputy City Manager at Chantal.gaines@cityofpaloalto.org or 650-329-2572.
Sincerely,
Ed Shikada
City Manager
City of Palo Alto
Consuelo Hernandez
Director
Office of Supportive Housing
Aubrey Merriman
Chief Executive Officer
LifeMoves
Preston Prince
Executive Director
Santa Clara County Housing Authority
New Approaches to Homelessness in Silicon Valley
The Future is Home
WE CAN ALL AGREE that people should not live on the
streets. And yet, the problem of homelessness is all
around us. And it affects us all — degrading quality of life,
straining law enforcement and healthcare, and impacting
the ability to attract businesses.
We need new solutions that address the reality of what
it’s like to lose a home, overcome an addiction, find a job,
and regain the stability needed to find a new home and
remain housed.
A Comprehensive Approach That Works
LifeMoves is on the vanguard of innovative approaches to
homelessness. Bringing 40 years of expertise in supporting people
experiencing homelessness, we’ve learned that each person
(individual, family, veteran, LGBTQ+, etc.), has a different reason for
ending up on the streets. Whether loss of a job, death of a spouse,
medical costs, domestic violence, addiction, or untreated mental
health issues — unless these issues are addressed, people won’t
remain housed for long.
That’s why LifeMoves has evolved its model to meet people where
they are in their life’s journey, provide supportive services to address
their needs, and create a new kind of interim housing designed to
build self-sufficiency.
~400full and part-time employees
$63 millionannual budget FY23
40 yearsserving the community
LifeMoves
Our Impact
288,000
shelter nights provided in 2022
2,100
clients returned to stable housing in 2022
82%
of families staying at a LifeMoves site
return to stable housing
65%
of all LifeMoves clients return
to stable housing
Outreach to Meet People Where They Are
Not everyone living in encampments is ready to move out. Mistrust
of “the system”, fear of living in congregate shelters with strangers,
not wanting to abandon their friends — are issues that have to be
overcome. Our dedicated outreach team builds trust, helps people
envision a better way of life for themselves, and connects them to
needed services.
Supportive Services to Address People’s Issues
Supportive services are key to self-sufficiency and solving
homelessness. All LifeMoves clients are assigned a Case Manager
they are accountable to, who helps them with their issues and
provides access to government programs, financial and credit
counseling, resume and job help, or other support.
Interim Housing to Move People Off the Streets
We operate more than 30 facilities that provide more than 250,000
shelter nights each year to individuals, couples, and families, with
special services for veterans, LGBTQ, and other groups. Getting off
the streets helps people get back on their feet.
Quick-build Interim Housing Units
LifeMoves was awarded the contract to build one of the first
innovative housing projects in the Valley — a low-cost modular
housing development in Mountain View to help 128 people each
year. The facility was built at a fraction of the time and cost of
traditional congregate housing, was praised by the Governor, and
won an award. Now, LifeMoves was awarded contracts for 5 new
facilities that will move 2,000 people off the streets each year.
Next-generation Housing Model
These new sites take a very different approach than conventional
group facilities. Designed for dignity, practicality, and self-sufficiency,
they are integrated into local communities to facilitate work, school,
and connections with others as a transitional step to a permanent
place to live. They feature individual units rather than congregate
sleeping, private bathrooms, room for pets, large open areas for
socializing, and commercial training kitchens to build jobs skills.
Other Programs
LifeMoves comprehensive approach to homelessness also includes
providing rapid rehousing with short-term assistance to keep people
in their homes, providing safe parking facilities for people who are
living in their car or RV, and leveraging existing infrastructure by
operating two motels as interim housing with supportive services
— which has achieved a high success rate in helping people to find
permanent housing.
Addressing the Multiple Dimensions of Homelessness
Our outreach team builds trust with people living
in encampments as a first step in getting help. Our
case managers connect clients with needed services
to address their issues and build self-sufficiency.
Our beautiful new sites integrate nicely into
neighborhoods. They provide an updated model of
interim supportive housing with separate, locking
rooms for privacy and dignity and other amenities.
Redwood City
Menlo Park
Half Moon Bay
Mountain View
Palo Alto
San Jose
San Mateo
Daly City
LifeMoves operates 26 facilities across
San Mateo and Santa Clara Counties.
SITES SERVING INDIVIDUALS
SITES SERVING FAMILIES
2 NEW SITES UNDER
CONSTRUCTION 2023/2024
NEW MODULAR DESIGNS
Our Strategy Plan for Growth
We provide the hope that people need, the support they can count
on, and the path to the next chapter in their lives. Our comprehensive
approach is working. Now, we are scaling our model rapidly, building
5 more interim housing developments at a fraction of the time and
cost of traditional congregate housing. These developments will help
move roughly 2,000 more people off the streets each year — a big
chunk out of the 11,000 people experiencing homelessness in San
Mateo and Santa Clara Counties.
1. Attracting and enhancing
staff capabilities, including
incorporating people with
lived experience and feedback
into programs for continuous
improvement.
2. Creating new data systems
to track outcomes more
specifically so that our
evidence-based model could
potentially be replicated in
other geographies
3. Deepening our partnerships
with counties and providers
in the ecosystem to enhance
influence and drive greater
impact.
To achieve this growth, our plan includes:
Invest in Our Comprehensive Solution
We envision a future of thriving communities where every neighbor
has a home. It is said that the best way to predict the future is to
invent it. So, support us, and let’s invent it together.
181 Constitution Drive, Menlo Park, CA 94025
650-685-5880 / lifemoves.org
Moving Forward
A Range of Supportive Services Addresses Individual Needs
Pathways to Stability
One size does not fit all. Every homeless person took a
different path to homelessness and everyone needs
a different path out. For 40 years, LifeMoves has been
meeting people’s needs and with customized services
that build self-sufficiency.
As the largest provider of interim housing and services for
individuals, couples, and families experiencing homelessness
in Silicon Valley, we focus on the individual’s strengths and
challenges. We set up a roadmap to success and celebrate
even the smallest steps forward. We’re committed to ending
the cycle of homelessness throughout San Mateo and Santa
Clara Counties.
Trust & Accountability
Foundational to the LifeMoves mission is supporting our clients on
their journey to independence and a home to call their own. Every
LifeMoves client is assigned a case manager to develop their unique
path forward. The steps on the path are concrete and achievable.
Employment services, medical care, education, shelter, and benefits
are all addressed. Case Managers stay in close touch with clients,
guide them to the resources they need to take each step, and
provide additional support if new issues arise.
These steps are based on best practices in each sphere. Our
comprehensive case management system provides conditional
choices to guide clients to the specific steps for their situation — a
model that may ultimately be used as a gold standard for the sector.
PROGRAMS
Our outreach team builds trust with people
living in encampments as a first step in getting
help. Our Case Managers connect clients with
needed services to address their issues and
build self-sufficiency.
181 Constitution Drive, Menlo Park, CA 94025
650-685-5880 / lifemoves.org
Services to Address Every Need
Even within families, people may have different needs — from
overcoming addiction, to finding employment. That’s why our
Case Managers work with each person to overcome their
personal challenges and reach their individual goals.
Housing Moves
Obtaining or retaining stable housing is the ultimate goal of every
LifeMoves program. Housing Specialists and Case Managers work
with clients to explore traditional and innovative options. Housing
specialists work with community organizations, cities, counties, and
private property owners, in order to secure living arrangements,
negotiate deposits and rent, and organize move-in support.
Career Moves
Many of our clients work at jobs that simply don’t pay a living wage
for the Bay Area. LifeMoves employment specialists help our adult
clients increase their employment opportunities and earning
potential through employment skills training, resume development,
job searching training, and interview coaching.
Financial Moves
We provide workshops, as well as individual coaching, on topics such
as budgeting, building and repairing credit, savings strategies, and
techniques for borrowing money wisely. Clients leave LifeMoves
on sound financial footing, it means that these individuals and have
the tools they need to thrive and contribute to our community.
Mental Health Moves
Trauma and other behavioral health issues can be both a cause
and an effect of becoming homeless. LifeMoves provides free,
on-site behavioral health services to address trauma and other
behavioral health challenges common among those experiencing
homelessness. Services include addiction and recovery support.
Physical Health Moves
Many LifeMoves clients are at higher-risk for medical complications
than the general public. Some are elderly, with chronic conditions
that have been untreated. Others are Veterans with medical
vulnerabilities. Our case managers enroll clients in available
insurance coverage and, for clients needing medical services or
support, we work with local public health programs and community
partners to get our clients the care they need.
Learning Moves
Children experiencing homelessness often miss substantial periods
of school. Our Education team and Children’s Services Coordinators
work to ensure that all school-aged children are immediately enrolled
in the school of their choice, and that they have all of the equipment
and supplies they need to be successful. LifeMoves also supports
adults who wish to advance their education, whether it be completing
a GED or enrolling in community college.
Our Philosophy
A Client-Centered &
Strengths-Focused Approach
Each person is unique and has their
own challenges, strengths, and journey.
Our services are uniquely tailored to
meet the individual needs of each client.
Ensuring Safe Environments
Every person deserves to work or be a
client in a safe environment; it is every
staff and client’s responsibility to maintain
a dignified, clean, welcoming and safe
milieu.
Culturally Responsive &
Trauma Informed
There is no ‘right program’ for every
person, couple or family experiencing
homelessness.
Gathering Data & Feedback
Graduate students in social work,
psychology, and counseling partner
with us to evaluate our programs.
Multi-Dimensional Staffing
To the extent possible services are
staffed by persons with a combination
work, academic, and lived experience.
Our services address many aspects
of people’s lives to help them build
their self-sufficiency.
City Council
Supplemental Report
From: Ed Shikada, City Manager
Meeting Date: June 12, 2023
Item Number: 14
Report #:2306-1613
TITLE
Supplemental Report to Report #2304-1267: Approval of Homekey Lease Agreement with
LifeMoves for use of 1237 San Antonio Road for a term of nine years and Revenue Agreement
with Santa Clara County to enable the County to execute an operating agreement with
LifeMoves for interim housing operations
SUMMARY/DISCUSSION
This supplemental report provides additional information regarding the two agreements with
LifeMoves and Santa Clara County to provide for the Homekey project. Included are: a City of
Mountain View staff summary of the LifeMoves Mountain View project, a link to a video
showcasing the LifeMoves facility that opened in San Mateo County, and a clarification to the
fiscal/resource impact section.
Staff received a short summary from City of Mountain View staff regarding the LifeMoves
Mountain View project (Attachment 1), as well as a statement
(https://www.mountainview.gov/Home/Components/News/News/423/284?selcat=34 )
relating to media coverage of LifeMoves Mountain View Homekey operations. This information
is provided in the attachment and hyperlink as additional context for Council consideration.
Recently LifeMoves has successfully opened a new facility in San Mateo County and below is a
link to a video highlighting this facility and the features and amenities:
https://go.lifemoves.org/RWCNavTour
In the Fiscal/Resource Impact section on Packet Page 389, the “Current Projections: Funding
Sources” chart listed $500,000 as a funding source from private donors. This $500,000 is
actually a portion of another line item, $2,000,000 LifeMoves Pledge. The corrected chart is
included below. Staff also would like to note that in the presentation for the June 12th City
Council meeting, there will be more detailed project expense information available.
ATTACHMENTS
Attachment A: LifeMoves Mountain View Staff Summary
APPROVED BY:
Ed Shikada, City Manager
LifeMoves Mountain View:
In the summer of 2020, with COVID-19 raging, the majority of the area’s homeless or unstably
housed were living outside or in places not meant for human habitation in oversized or
passenger vehicles or some of the luckier ones in COVID State Roomkey hotels. The City of
Mountain View acted quickly to respond – along with our public-private partners – which
included the State of California, the County of Santa Clara, the nonprofit homelessness services
provider LifeMoves, renowned real estate development firm Sares Regis, and the Award-
winning architect Charles Bloszies, and construction management firm XL Construction – we
began a project to quickly to bringing people off of the streets and start them on their path to a
long-term housing solution.
The City and its public-private partners quickly rose to the challenge and sought to increase our
sheltering capacity dramatically with an interim housing community, known as LifeMoves
Mountain View. Interim housing is an essential part of the “Continuum of Care” needed to
address the current crisis of homelessness. Building more affordable housing and more
Permanent Supportive Housing (PSH) are the ideal longer-term solutions to the State’s
homelessness crisis, but the City of Mountain View firmly believes that Interim Housing is an
essential part of the continuum of housing options needed to address the current crisis of
homelessness.
The City of Mountain View and its public-private partners showed unwavering vision, through
these pioneering partnerships, coupled with sheer courage during a global pandemic to take on
this audacious project to provide unhoused individuals, couples, and families with a proven
path toward stability. LifeMoves Mountain View, commonly known as a “Homekey Project”
(Round One) is at its core a public-private partnership between LiveMoves and the City of
Mountain View with funding from the State. LifeMoves Mountain View consists of 100 units to
provide interim housing to 88 individuals and 12 families. This interim housing community
focuses on security, dignity, and stability. This site has individual rooms with lockable doors as
well as on-site services to help people take the next step to stabilize and get on a pathway to
finding housing.
The LifeMoves Mountain View interim housing community is one of the bright spots during a
very challenging period for our community. Many obstacles were overcome to bring this
project to life – within months – amid the global pandemic. The units and results came within
months – turning a former car storage yard into 100 housing units, and LifeMoves Mountain
View admitted its first clients. This public-private partnership - comprised of the State, County,
and City, LifeMoves, Sares Regis, architect Charles Bloszies, and XL Construction made this
project possible in record time in addition to numerous philanthropic donors.
The City of Mountain View’s project has become a real-time, innovative model for cities to
consider as they respond to the homeless crisis with Palo Alto, San Jose, and Redwood City all
undertaking similar projects to meet the needs of their homeless residents. Furthermore, the
LifeMoves Mountain View model was praised by Governor Gavin Newsom during the site’s
ribbon-cutting ceremony and concurrent press conference during which Governor Newsom
announced the State’s $12 Billion commitment to solving the homelessness crisis. The project
has also received numerous awards and recognition for innovation:
• Urban Land Institute (ULI) 2022 Americas Award for Excellence
• Silicon Valley Business Journal 2021 Structures Awards Community Projects
• Enterprise Partners 2021 Homekey Honoree Award
• Rosendin (Electrical) Foundation Award, 2021
LifeMoves as a long-time service provider is committed to stabilizing individuals experiencing
homelessness with a focus on outcomes and this project has delivered. This project advances
the City’s goal to respond to homelessness and develop housing across the spectrum of needs
as we strive to contribute to moving the needle on homelessness. For example, compared with
the Point-in-Time (PIT) count conducted by the County of Santa Clara in 2019, Mountain View
has seen a 43% drop in homelessness, with the total sheltered and unsheltered homeless
individuals decreasing from 606 in 2019 to 346 in 2022 (updated 2023 City-level data will be
available by the end of the year). LifeMoves Mountain View has made a significant contribution
to the shift in sheltered homeless. Without the LifeMoves Mountain View interim housing
community, the COVID-19 pandemic impacts would likely have been much greater on our most
vulnerable populations.
From:herb
To:Council, City; Clerk, City
Subject:June 12, 2023 Council Meeting, Item #14: Agreement with LifeMoves for 1237 San Antonio Road
Date:Sunday, June 11, 2023 5:46:59 PM
CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links.
JUNE 12, 2023, AGENDA ITEM #14AGREEMENT WITH LIFEMOVES FOR 1237 SAN ANTONIO ROAD
How much is the City's annual operating cost commitment for theproject compared to the amount of new tax dollars recentlyapproved by the voters that is intended to be spent on housing?
The project may be exempt from CEQA, but that doesn't exemptthe project from risk due to earthquakes from liquefaction,from sea level rise, and from rising ground water table. Idon't see anything in the plans that accounts for any of thoserisks.
The detailed 2023 Point-in-Time housing census is not yetavailable, but in 2022 compared to 2019, the number ofunsheltered homeless in Palo Alto went down by 12% from 313 to274. How long will the typical resident stay and whatpercentage will be from Palo Alto compared to LifeMoves area ofoperation in both San Mateo and Santa Clara Counties?
Herb Borock
From:Patty Irish
To:Council, City
Subject:Requests concerning LifeMoves Service Center
Date:Friday, June 9, 2023 3:06:00 PM
CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links.
Dear Mayor and Palo Alto City Council members:
As you consider approval of the LifeMoves site and their programs,
please consider commitments you can make to help insure
persons housed there get the services they need including
transportation to secure assistance.
Also please find ways to add to the affordable housing stock in the
City so they have housing options. That is basic to stopping their
cycle of homelessness.
Thank you,
Patty Irish
--
Patty Irish
850 Webster St. #628
Palo Alto, CA 94301
650-324-7407
650-245-3906 cell
How do you tell a story that has been told the wrong way for so long?
HOMEKEY LEASE & REVENUE AGREEMENT
1237 San Antonio Road
JUNE 12, 2023 www.cityofpaloalto.org
TITLE 40 FONT BOLD
Subtitle 32 font
•Project description
•Program and services
•Lease agreement
•Revenue agreement
•Financing
•Staff recommendation
OVERVIEW
2
PROJECT DESCRIPTION
1237 San Antonio Road
1 3
LOCATION
4
PROJECT DESCRIPTION
Palo Alto Homekey | 1237 San Antonio
•Modular interim housing
•88 units (24 family, 64 single)
•In-suite bathrooms
•On-site support service rooms
•Community/dining hall
•Family lounge
•On-site laundry facilities
•Children’s play area
5
PROJECT COMPARISON
Palo Alto
Interim Shelter
Mountain View
Interim Shelter
Redwood City
Navigation Center
Sleeping Rooms*136 116 240
Construction Cost $257,000/sleeping room $153,000/sleeping room $238,000/sleeping room
Clients Served Adult singles & families Adult singles & families Adult singles & couples
Site Attributes 88 in-suite bathrooms,
children’s play area,
community dining hall,
family lounge, laundry
12 in-suite bathrooms,
dog kennel, dining area,
community classroom,
laundry
168 in-suite bathrooms,
dog run, basketball court,
commercial kitchen,
laundry
1 6
* Sleeping rooms are defined differently than "units"
PROGRAMS & SERVICES
LifeMoves
1 7
LifeMoves Support: A Comprehensive Solution
8
Meeting and Helping people where
they’re at:
▪Connecting families, individuals,
and couples to services and
support in the community, leading
to permanent housing.
▪Resolving issues that threaten
well -being and housing stability.
▪Child Support Coordinator for
educational support, therapy,
behavioral health, and more.
▪Staffed 24x7x365
Career /
Employment
Family &
Child Services
Health Care /
Physical,
Behavioral Care
Community
Support
Financial /
Legal Aid
Education /
Skills Building
~ 26 CURRENT SITES
4 SITES OPENED 2022
2 IN CONSTRUCTION 2023/24
Scaling for Growth
Mountain
View
San Jose
9
LEASE AGREMENT WITH LIFEMOVES
1237 San Antonio Road
10
Key Terms
▪9-year term (includes construction period)
▪$1/year rent; $9 security deposit
▪LifeMoves responsible for:
▪Utilities charges
▪Maintenance costs and repair up to $160K annually:meet &
confer for over -budget costs, unused budget carries over to
expand following year budget
▪Improvements are LifeMoves’ property during Lease Term,then City
property after (if in good condition)
LEASE AGREEMENT WITH LIFEMOVES
For construction and operation of Palo Alto Homekey at
1237 San Antonio Road
11
4-PARTY LETTER OF INTENT
1237 San Antonio Road
12
Letter of Intent Key Items
13
LifeMoves
REVENUE AGREEMENT WITH SANTA CLARA COUNTY
1237 San Antonio Road
14
Key Terms
▪January 2025 – June 2032
▪Assist in operations program development and improvement to
meet goals
▪$7,000,000 ($1,000,000 annually)
▪Operational Performance Metrics:
▪Number clients served (total and City -connected)
▪Exit destinations (total and City -connected)
▪Enrollments of City-connected clients (total and new)
▪Average time in shelter
▪Returns to homelessness (within 12 months and within 2 years)
SANTA CLARA COUNTY REVENUE AGREEMENT
For Pass -through funding Palo Alto Homekey operations
15
FINANCING
1237 San Antonio Road
16
$31,900,000
$2,500,000 $332,228
$500,000$2,500,000
$0
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
$35,000,000
$40,000,000
Capital Expenses
Add back items removed
- Proposed for Tier 2
Fees (estimated) -
Proposed for Tier 2
Non Gen Contractor
Contingency
Non Gen Contractor
Costs
Gen Contractor Costs
CURRENT CAPITAL PROJECTION $37,232,228
$21,732,228
$5,000,000
$2,000,000$2,000,000$2,000,000$2,000,000
$2,500,000
$0
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
$35,000,000
$40,000,000
Capital Funding Sources
Homekey Award -
Capital
Sobrato Philanthropies
LifeMoves Pledge
City of Palo Alto CIP
Gap Fill
County Gap Fill
County Additional Gap
Fill
City Proposed FY 2024
Tier 2
17
Note: Capital funding sources chart colors have changed, but numbers match chart in supplemental report.
CITY FUNDING ALLOCATION RECOMMENDATIONS
Amount Source Purpose
$2,000,000 FY 2024 Proposed Capital Budget Close Homekey capital funding gap
$500,000 Measure K Business Tax Revenue for
Housing and Homeless Services
Cover Homekey permitting fees
$2,000,000 Unspent FY 2023 Adopted Budget & FY
2024 Homekey facilities operating funds
To reinstate removed project elements by reallocating
City pledged funding from Homekey operations to
Homekey capital
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▪Decorative fencing, particularly facing San Antonio Road
▪Photovoltaic (PV) System
▪Electric Vehicle (EV) charging
▪Fire sprinklers for detached storage structure & trash enclosure
▪Sealant-protected wood siding or material like Hardie board
▪Operable windows
▪Additional parking
▪Shade sails
▪CALGreen Tier 2 Green Building Standards
ELEMENTS REMOVED FROM PROJECT SCOPE
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RECOMMENDED ELEMENTS TO REINSTATE
Element Estimated Cost
Decorative fencing
(along San Antonio Road and Homekey parking lot)$122,000
Shade sails $394,000
PV system
(installation, storage, and infrastructure)$1,330,755
EV charging
(1 dual head chargepoint—2 dual head
chargepoints)
$14,648 -$36,470
Fire sprinklers (storage, trash enclosure)$60,000
Note: These costs are extremely rough estimates. Some, such as the decorative fencing may vary
greatly depending on design selected and extent of decoration.
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TITLE 40 FONT BOLD
Subtitle 32 font
Staff Recommends that the City Council:
▪Approves a Homekey Lease Agreement with LifeMoves for use of 1237 San Antonio
Road for a term of nine years, and
▪Approves a Revenue Agreement with Santa Clara County to enable the County to
execute an operating agreement with LifeMoves for interim housing operations, and
▪Provide direction on which project elements to reinstate.
Note: The City of Palo Alto proposed FY2024 budget already assumes $2.0M for adding
back elements removed.
RECOMMENDATION
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Family Sleeo;ny Rooms (7a)
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Rooms (6q)