HomeMy WebLinkAboutStaff Report 2504-4488CITY OF PALO ALTO
CITY COUNCIL
Monday, October 20, 2025
Council Chambers & Hybrid
5:30 PM
Agenda Item
10.Approval of a 10 Year License Agreement with La Comida de California for Operation of a
Senior Nutrition Program and Meal Service in a Portion of the City-owned Building
Located at 445 Bryant Street; CEQA Status – Exempt under CEQA Guidelines sections
15301 and 15303 Public Comment
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: October 20, 2025
Report #:2504-4488
TITLE
Approval of a 10 Year License Agreement with La Comida de California for Operation of a Senior
Nutrition Program and Meal Service in a Portion of the City-owned Building Located at 445
Bryant Street; CEQA Status – Exempt under CEQA Guidelines sections 15301 and 15303
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their
designee to execute the License Agreement with La Comida de California for part time use of a
portion of the City-owned building located at 445 Bryant Street to operate a senior nutrition
program and meal service.
BACKGROUND
On June 3, 2024, the City Council directed staff to operate the City-owned building at 445
Bryant Street as a community center with part-time use by La Comida de California for a senior
nutrition program and to start negotiations with La Comida de California with a $1 year lease
agreement and take into consideration what other senior centers agreements are and what
services are being provided.1 Since then, City staff and La Comida have negotiated the proposed
license agreement based on a mutual understanding of the proposed operations and
requirements of both programs in the building.
The previous tenant operated a fitness club for several years and the premises required a
number of repairs and improvements to operate a community center and the La Comida
program. The renovations will occur in two phases to allow La Comida to commence its
operates as soon as possible. CJW Architecture provided plans for the first phase of the project,
which is to renovate the portion of the first floor to be used by La Comida and some additional
improvements to the second floor to make the space usable for Community Services
Department programing/use. Multiple renderings were considered to determine the
1 City Council, June 3, 2024; Agenda Item # 18; SR # 2405-2978,
https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82866
appropriate level of improvements while balancing costs and partnership needs. Below is a list
of items that have been or will be completed during the first phase.
Inspection and maintenance of elevator, fire alarm, and fire sprinklers
Flooring
Painting
Sink
Cabinetry
Mechanical, electrical, and plumbing upgrades
Sound proofing
HVAC system replacement
Window coverings
Upgrades needed for code compliance
ANALYSIS
Premises: Nonexclusive right to use a portion of the first floor of the building consisting
of approximately 1,602 square feet
Shared Areas: restrooms, corridors, and areas for ingress and egress
Term: ten years, expected to commence on January 1, 2026, plus a five-year option
upon mutual agreement
Use: operate at senior nutrition program and meal service, Monday through Friday,
from 10:00 AM to 2:00 PM
Fees: $1.00 per calendar year, plus reimbursement of share of operating costs fixed at
$1,300 per month (subject to review every two years) and a one-time contribution of
$50,000 (to be made in 2 equal installments within 6 and 12 months after the effective
date) from La Comida for costs related to specific improvements being made to meet
their program requirements
Furniture: Provided by the City and shared with La Comida
Maintenance: City will maintain the building, subject to La Comida’s responsibility to
empty all trash daily and return the premises, including the shared areas and furniture,
daily after their use in the same or better condition
Annual Reporting: La Comida to provide annual budget, annual report on operation of
the program in Form 990, and semiannual activity reports relating to the scope of the
program services
FISCAL/RESOURCE IMPACT
The total cost for the first phase of the project is estimated at $1.1 million. As future
improvements for the remainder of the project have yet to be finalized, those additional costs
are currently unknown. As noted in the Fiscal Year 2026 Adopted Capital Budget, additional
funding was added in the 2025 – 2029 CIP (Project Number: PE-13001) for HVAC electrification
to upgrade the building. The cost of the HVAC system will be offset by funding from the
Community Center Impact Fee Fund. Building operations and maintenance/programming
revenue is included as part of the Fiscal Year 2026 Adopted Operating Budget for the
Community Services Department.
STAKEHOLDER ENGAGEMENT
Staff have been meeting regularly with La Comida to discuss and negotiate the license terms. In
addition, Staff from the Administrative Services Department, City Attorney’s Office, City
Manager’s Office, Community Services Department, Planning and Development Services, and
Public Works Department have been meeting regularly to advance this project. The premises
are tentatively expected to be made available to La Comida by January 1, 2026. Community
Services Department staff will continue to work with Planning and Development Services and
Public Works to activate the remainder of the building for community center use, including
completion of the shared space. They will keep La Comida informed and notify them of any
potential disruptions to their business.
ENVIRONMENTAL REVIEW
Council action on this item is exempt from CEQA review under section 15301 of the CEQA
Guidelines because the license agreement with La Comida involves the operation, repair,
maintenance, permitting, or minor alteration to an existing facility with negligible or no
expansion as well as section 15303 of the CEQA Guidelines because the license agreement also
involves the installation of small new equipment and facilities in small structures and the
conversion of existing small structures from one use to another where only minor modifications
are made.
ATTACHMENTS
Attachment A: La Comida License Agreement
APPROVED BY: Lauren Lai, Administrative Services Director
LICENSE AGREEMENT
by and between
City of Palo Alto,
as Licensor
and
La Comida de California,
as Licensee
for
a portion of
445 Bryant Street
Palo Alto, CA 94301
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LICENSE AGREEMENT
This License Agreement (“License Agreement”) is made and entered into as of the date of its
full execution (the “Effective Date”) between the City of Palo Alto, a California chartered
municipal corporation (“Licensor”) and La Comida de California, a California non-profit
corporation (“Licensee”) (individually, a “Party” and, collectively, the “Parties”), in reference
to the following facts and circumstances:
RECITALS:
A. Licensor owns the building at 445 Bryant Street, Palo Alto, CA 94301, consisting
of approximately 7,410 square feet of floor area (“Building”) and intends to operate the Building
as a community center.
B. Licensee is a non-profit organization based in Palo Alto that provides a nutrition
program and meal service for seniors in the Palo Alto area.
C. The Parties wish for Licensee to operate a senior nutrition program and meal service
in the Building.
NOW, THEREFORE, in consideration of the covenants, terms and conditions, the Parties
mutually agree, as follows:
1. LICENSE. In accordance with the terms hereof, and in consideration for
Licensee’s payment and performance of all obligations hereunder, along with other consideration
acknowledged and received by Licensor, Licensor hereby grants to Licensee the license to use
the following portions of the Building during the Term:
A. Licensee and its employees, agents, contractors, suppliers, guests and
invitees (collectively, “Licensee Parties”) will have the nonexclusive right to use that portion of
the first floor of the Building, consisting of approximately 1,602 rentable square feet, as more
specifically depicted on Exhibit A attached hereto and incorporated herein (the “Premises”).
B. As reasonably required for the use of the Premises and subject to
reasonable rules and regulations mutually agreed to by the Parties, Licensee will have the
nonexclusive right to use the Building’s common areas, designated by Licensor to include the
Building’s restrooms and corridors, and those areas reasonably necessary for ingress to and
egress from the Premises and Building (the “Shared Areas”).
2. TERM OF LICENSE; TERMINATION.
A. The term of this License Agreement (“Term”) will commence upon the
first day of the month following Licensor’s completion of the renovation of the Premises and
delivery of the Premises to Licensee (the “Commencement Date”) and will expire at midnight
on the last day of the one hundred and twentieth (120th) full calendar month following the
Commencement Date. Provided that the Parties mutually agree, the Term of this License
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Agreement can be extended for an additional sixty (60) month period (“Extension Term”) upon
the same terms and conditions of this License Agreement by written agreement prior to the
expiration of the Term.
B. By the expiration or earlier termination of this License Agreement, (i)
Licensee, at its cost, will remove any personal property and equipment from the Premises (and,
upon Licensor’s request, any Licensee Alterations (as defined herein) constructed pursuant to
Section 13 below, and (ii) by the last day of the Term, Licensee will deliver the Premises to
Licensor broom clean and in the condition received, ordinary wear and tear excepted, and subject
to the Parties’ rights upon casualty under Section 14 below.
3. LICENSEE’S USE. Licensee may use the Premises for purposes of operating a
senior nutrition program, and meal service as detailed in Exhibit B, and all legal uses ancillary
thereto. Licensee will not use the Premises for any other purposes without the prior written
approval of Licensor, which may be withheld at Licensor’s sole and absolute discretion. Licensee
will have access to and exclusive use of the Premises Monday to Friday 10:00 AM to 2:00 PM,
except on holidays observed by Licensor when administrative offices and facilities will be closed
(“City Holidays”). Licensee may use the Premises on City Holidays upon the written approval of
Licensor, which approval shall not be unreasonably withheld. City Holidays for the 2025 calendar
year are attached hereto as Exhibit C. Licensee shall exercise reasonable care in its use of the
Premises. Licensee will promptly observe and comply with all (i) laws with respect to the Premises
and Licensee’s use thereof, and (ii) commercially reasonable requirements of any insurance
company, insurance underwriter, or Board of Fire Underwriters which are necessary to maintain
the insurance coverage carried by either Licensor or its agents or Licensee pursuant to this License
Agreement. Licensee will not do or permit anything to be done in, about, or with respect to the
Premises which would (a) injure the Building, or (b) vibrate, shake, overload, or impair the
efficient operation of the Building or the building systems serving the Building. Licensee agrees
to accept and enforce the City policy against arbitrary discrimination as set forth in Chapter 9.73
of the Palo Alto Municipal Code with respect to all of the activities that are conducted upon the
Premises. Licensee agrees to return the Premises, including the Shared Areas and furniture, to
Licensor, daily by 2:00 PM, in the same or better condition than when it was received. If the
Premises will not be available for Licensee’s use as herein described during one of the periods that
Licensee otherwise has a right to, Licensor shall endeavor to provide at least twenty-four (24)
hours’ notice to Licensee. Licensee will empty all trash pursuant to its use on the days in use by
Licensee as directed by Licensor.
4. DELIVERY OF PREMISES. Licensor is currently renovating the Building at its
sole cost and expense. The Parties agree that Licensee will contribute a total of $50,000 for the
cost of improving the Premises and the Shared Areas that are solely attributable to Licensee’s
requirements, even though the actual cost will exceed this amount. An initial payment of $25,000
shall be paid six months after the Effective Date and the remaining $25,000 shall be paid 12
months after the Effective Date. Licensee will coordinate communication messages with
Licensor used for fundraising which includes the $50,000 contribution. On the Commencement
Date, Licensor will deliver the Premises to Licensee in its then-current as-is condition. By taking
possession of the Premises, Licensee conclusively will be deemed to have accepted the Premises
in its as-is, then-existing condition, without any warranty whatsoever of Licensor with respect
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thereto. Prior to Licensee’s daily use and any supplemental uses as described in Section 3 herein,
Licensor shall present and deliver the Premises broom clean and in the condition received,
ordinary wear and tear excepted, at Licensor’s sole cost and expense. Licensor reserves and shall
have the right to alter, improve, or repair the Premises or any other portion of the Building.
Licensee acknowledges that Licensor may be renovating the Building after the Commencement
Date and access to the Shared Areas will be impacted. Licensor may, in order to carry out such
purposes, erect scaffolding and other necessary structures where reasonably required by the
character of the work to be performed, provided that the business of Licensee shall be interfered
with as little as is reasonably practicable for the delivery of food and participants to enter the
meal area Licensee hereby waives any claim for damages for any injury or inconvenience to or
interference with Licensee’s business, for any loss of occupancy or quiet enjoyment of the
Premises and for any other loss in, upon, and about the Premises or the Building on account of
Licensor’s entry or work, except to the extent arising from the gross negligence or willful
misconduct of Licensor. In the event Licensee is prevented from using, and does not use, the
Premises or any material portion thereof for more than 3 consecutive business days as a result of
Licensor exercising its right to alter, improve, or repair the Premises or any other portion of the
Building, then Fees shall be abated or reduced, as the case may be, for such time that Licensee
continues to be so prevented from using, and does not use, the Premises. Such right to abate Fees
shall be Licensee’s sole and exclusive remedy at law or in equity for such an event. Licensee
shall be responsible for all relocation costs, if any, due to such an event.
5. ENTRY BY LICENSOR. Licensor and its authorized representatives will have
the right to enter the Premises, when in use by Licensee, by giving reasonable notification, except
in the case of emergency where such notice will not be required. Notwithstanding the foregoing,
Licensor shall provide notice to Licensee, via email or phone discussion, 48 hours prior to making
alterations, improvements, or repairs to the Building that will materially impact Licensee’s ability
to operate their senior nutrition program and meal service.
6. REQUIRED PROGRAM SERVICES AND USES. In order to ensure that the
use of the Premises is keeping with the intended uses as set forth above, Licensee annually shall
present to Licensor reporting in such form and detail as Licensor may reasonably request, including
the annual budget of Licensee within thirty (30) days after the Licensee has approved said budget.
Licensee also will present to Licensor for its information an annual report of the operation of the
program in the Form 990 as submitted to the State of California as required for a tax-exempt
organization within one hundred and eighty (180) days of the end of each budget or operating year.
Licensee shall perform the program services described in Exhibit “F” Scope of Program Services,
which may be modified by Licensee, in collaboration with Licensor, from time to time in
accordance with the terms and conditions contained in this License Agreement. The performance
of all program services shall be to the reasonable satisfaction of Licensor. Licensee shall provide
semiannual activity reports relating to the Scope of Program Services for the periods ending
December 31 and June 30 of each year, throughout the Term, within 30 days after these dates.
Each report shall cover the preceding six months and other such information as the Licensor may
request. The final report shall focus on the preceding six months, but also shall provide information
on program services for the entire year.
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7. LICENSE FEES. All amounts required to be paid by Licensee under this License
Agreement will be deemed “Fees”. Fees will be due and payable during the License Term as set forth
in this License Agreement and shall be delivered to City of Palo Alto, Revenue Collections, 250
Hamilton Avenue, Palo Alto, CA 94301. In consideration of this License Agreement and the rights
to use the Premises and Shared Areas in the manner and for the time period(s) as herein described,
Licensee shall pay to Licensor a license fee in an amount equal to $1.00 per calendar year
(“License Fee”). The entire License Fee for the Term is due upon execution of this License
Agreement.
8. OPERATING EXPENSES. In addition to the License Fee, Licensee will pay to
Licensor, Licensee’s share (“Licensee’s Share”) of the Operating Expenses (defined below),
incurred during the Term. “Operating Expenses” will mean costs incurred by Licensor during the
Term including, but not limited to, the following: property taxes and insurance, maintenance and
repair of the building, janitorial services, and utilities, including electric, gas, water, wastewater,
and stormwater. Regardless of the actual amount of Operating Expenses and the actual
measurement of building areas, the Parties acknowledge and agree that Licensee’s Share will
initially be equal to $1,300 per month and due on the first day of every such month throughout the
Term, payable to Licensor and delivered to the same place where Fees are sent, as indicated herein.
Licensee shall be responsible for its own refuse services separate from that which Licensor is
obligated to provide for the Building. Parties shall review Licensor’s Operating Expenses every
24 months during the Term, starting on the first day of month 25 of the Term. If within 30 days
after the start of the review period, the Parties reasonably determine that the amount paid by
Licensee does not reasonably reflect the proportion of Operating Expenses used by Licensee at the
Premise, the Parties will promptly work in good faith to determine the new amount of Operating
Expenses to be paid by Licensee. Any adjustments to Licensee’s Share shall take effect
immediately and be payable under the same terms expressed above.
9. SERVICES AND UTILITIES PROVIDED TO PREMISES. Licensor will
provide electrical, heating and air conditioning, water, and janitorial services to the Premises for
Licensee’s reasonable use of the Premises. Licensee will be responsible, at its sole cost and
expense, for Licensee’s removal of its trash to designated receptacles designated by Licensee.
Except to the extent caused by the gross negligence or willful misconduct of Licensor or its agents
or representatives, Licensor will not be liable for the interruption of any services or utilities to the
Premises.
10. FURNITURE. Licensee shall have the right, throughout the Term and at no
additional cost, to share in the use with Licensor that certain furniture located in the Premises as
of the date of this License Agreement, as such furniture is more particularly described in Exhibit
D attached hereto (the “Licensed Furniture”). Licensee has approved Licensed Furniture as to
the quality and suitability for Licensee’s business, and Licensee shall have no rights against
Licensor by reason of any claimed deficiencies therein. Licensee shall share in the responsibility
with Licensor to maintain the Licensed Furniture in good repair and order, normal wear and tear
excepted, throughout the Term. If there is irreparable damage to any item of the Licensed Furniture
caused by Licensee, then Licensee shall promptly replace such damaged item with a new
comparable item of furniture which is reasonably acceptable to Licensor, at Licensee’s sole cost
and expense. Licensee shall not be responsible for any damage to Licensed Furniture not caused
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by Licensee.
11. MAINTENANCE. Except to the extent caused by the gross negligence or willful
misconduct of Licensee or any of Licensee Parties, Licensor will maintain, replace, and repair the
interior of the Premises and any systems serving the same in good condition and repair, normal
wear and tear excepted, subject to the Parties’ rights upon casualty.
12. LICENSEE ALTERATIONS TO PREMISES. At Licensee’s cost and subject to
Licensor’s prior written consent, which consent may be given or withheld in Licensor’s sole
discretion, Licensee may make alterations and improvements to the Premises (the “Licensee
Alterations”). Licensee will complete any Licensee Alterations in a good and workmanlike
manner and in compliance with all applicable laws. All work related to any Licensee Alterations
will be performed by licensed and insured contractors. Licensee will indemnify, defend and save
Licensor harmless from all claims for labor or materials related to the Licensee Alterations,
including reasonable attorney’s fees. Licensee will keep the Premises free of any liens arising out
of work performed by or for Licensee. All alterations that cannot be removed without material
damage to the Premises will be deemed part of the Building upon installation and subject to
removal upon termination of the Term pursuant to Section 2 herein.
Notwithstanding the foregoing, Licensee shall have the nonexclusive right to place
signage and plaques on the walls of the Premises and identify the room on the Premises where the
nutrition program is to be held with a name of Licensee’s choosing, as well as the right to place
signage on the exterior of the Building (“Licensee’s Signage”). Licensee’s Signage shall be
subject to any applicable review and approval by Licensor within a reasonable time and comply
with the City of Palo Alto’s requirements, legislation, naming policy, and all applicable laws.
Licensee’s Signage referenced to herein shall be in force only for the duration of the Term.
Licensee shall notify Licensor, in writing, of any request for review of Licensee’s Signage, and
such written notice shall describe the signage and specify the name, as applicable, and include a
drawing depicting the design, size, location, specifications, graphics, materials, and colors of
Licensee’s Signage. The construction and installation of Licensee’s Signage shall be performed
by Licensee (upon Licensor’s approval) at Licensee’s sole cost and expense or, if requested by
Licensee, by Licensor, at Licensee’s sole cost and expense. Licensee shall notify Licensor in
writing five (5) business days before installing Licensee’s Signage. After installation, Licensee
shall maintain Licensee’s Signage in good condition and repair at all times through the Term.
Licensee shall remove Licensee’s Signage upon the expiration or earlier termination of this
License Agreement and shall repair any damage caused thereby. The maintenance and removal of
Licensee’s Signage shall be performed at Licensee’s sole cost and expense.
13. CASUALTY. If at any time during the Term the Premises and/or the Building is
damaged or destroyed by fire or other casualty, and such casualty prevents its reasonable use by
Licensee for a period of more than 180 days, both Parties shall each have the right to terminate
this License Agreement by sending written notice of such termination to the other party within 60
days after the date of such casualty. Any damage to or destruction of the Premises will be repaired
by Licensor at Licensor’s cost , provided that if such damage or destruction is due to the negligence
or willful misconduct of Licensee or any Licensee Parties, Licensee will be responsible for any
reasonable applicable insurance deductible (which will be promptly paid to Licensor following
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written notice). Notwithstanding the foregoing, Licensee will be responsible for the replacement
and repair of Licensee’s personal property and equipment within the Premises.
14. DEFAULT; REMEDIES. Either Party will be in default of this License
Agreement if it fails or refuses to perform any of its obligations under this License Agreement and
if the failure to perform is not cured within thirty (30) days after notice of the failure to perform
has been given by the other Party in writing. If the obligation cannot reasonably be cured within
thirty (30) days, the Party will not be in default of this License Agreement if such Party commences
performance of such cure within such thirty (30) day period and thereafter diligently prosecutes
the same to completion. Notwithstanding the foregoing, Licensee will be in default under Section
14 of this License Agreement if it breaches its obligations under such Section and fails to cure
such breach within ten (10) business days after written notice is given to the Licensee by Licensor
of such breach. In the event of a default beyond applicable notice and cure periods by a Party, such
Party shall have all rights and remedies available to such Party with respect to such default as are
available under applicable law, including, without limitation, injunction and specific performance.
15. ASSIGNMENT. Licensee may not assign this License Agreement or sublicense the
Premises or permit the use of the Premises by anyone other than the Licensee Parties (collectively,
“Transfer”), without the prior written consent of Licensor, which consent may be withheld in
Licensor’s sole discretion. Licensor’s consent to one Transfer will not constitute consent to a
subsequent Transfer.
16. HAZARDOUS MATERIALS. As used herein, the term “Hazardous Materials”
means any substance or material which has been determined by any state, federal or local
governmental authority to be capable of posing risk of injury to health, safety, and property,
including petroleum and petroleum products and all of those materials and substances designated
as hazardous or toxic by the U.S. Environmental Protection Agency, the California Water Quality
Control Board, the U.S. Department of Labor, the California Department of Industrial Relations,
the California Department of Health Services, the California Health and Welfare Agency in
connection with the Safe Water and Toxic Enforcement Act of 1986, the U.S. Department of
Transportation, the U.S. Department of Agriculture, the U.S. Consumer Product Safety
Commission, the U.S. Department of Health and Human Services, the U.S. Food and Drug
Administration or any other governmental agency now or hereafter authorized to regulate materials
and substances in the environment. Without limiting the generality of the foregoing, the term
“Hazardous Materials” will include all of those materials and substances defined as “toxic
materials” in Sections 66680 through 66685 of Title 22 of the California Code of Regulations,
Division 4, Chapter 20, as the same may be amended from time to time. Licensee will not use,
store, transport or dispose of any Hazardous Material in or about the Premises in violation of
applicable law. Licensee will indemnify, defend, protect and hold Licensor and its officers,
directors, employees, successors and assigns harmless from and against, all losses, damages,
claims, costs and liabilities, including attorneys’ fees and costs, arising out of Licensee’s use,
discharge, disposal, storage, transport, release or emission of Hazardous Materials on or about the
Premises during the Term.
17. TAXES. Per Section 107.6 of the California Revenue and Taxation Code, the
property interest may be subject to property taxation if created, and that the Party in whom the
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possessory interest is vested may be subject to the payment of property taxes levied on the interest.
Additionally, Licensee will pay before delinquency all taxes imposed against any personal property
located in the Premises.
18. INDEMNITY AND HOLD HARMLESS. Except to the extent resulting from the
negligence or willful misconduct of Licensor, Licensee agrees to protect, indemnify, hold harmless
and defend Licensor against any and all claims, liability, demands, damages, costs, expenses or
attorneys’ fees arising out of the negligence of Licensee or Licensee Parties or resulting from a
default by Licensee of its obligations under this License Agreement. In the event Licensor is named
as co-defendant, Licensee will notify Licensor of such fact and will represent Licensor in such
legal action with counsel reasonably approved by Licensor, unless Licensor undertakes to
represent itself as a co-defendant in such legal action, in which event Licensee will pay to Licensor
its litigation costs, expenses and attorneys’ fees.
Licensor hereby waives all claims, liability and recourse against Licensee and its Board of
Directors including the right of contribution for loss or damage of or to persons or property to the
extent growing out of or arising from Licensor’s use of the Building or from any activity
undertaken by Licensor or Licensor which is related to this License Agreement. Except to the
extent resulting from the negligence or willful misconduct of Licensee or Licensee Parties,
Licensor agrees to protect, indemnify, hold harmless and defend Licensee and Licensee Parties
against any and all claims, liability, demands, damages, costs, expenses or attorneys’ fees arising
out of the negligence of Licensor or resulting from a default by Licensor of its obligations under
this License Agreement. In the event Licensee is named as a co-defendant, Licensor will notify
Licensee of such fact and will represent Licensee in such legal action with counsel reasonably
approved by Licensee, unless Licensee undertakes to represent itself as co-defendant in such legal
action, in which event Licensor will pay to Licensee its litigation costs, expenses and attorneys’
fees.
19. INSURANCE. During the term of this License, Licensee, and each of its
contractors and agents which enter onto the Property to carry out licensed activities, shall each
maintain in full force and affect the following insurance policies:
A. General liability insurance policy (bodily injury, property damage,
contractual liability, and fire legal liability);
B. Automobile liability insurance policy (including all owned, hired and non-
owned autos); and
C. Worker’s Compensation and Employer’s liability policy.
Said policies shall be maintained with respect to employees and vehicles using the Property with
coverage amounts and including the required endorsements, certificates of insurance, and coverage
verifications as set forth in Exhibit “E”, attached and incorporated by this reference.
20. RELEASE AND WAIVER OF SUBROGATION. Notwithstanding anything to
the contrary herein, Licensor and Licensee hereby release each other, and their respective agents,
employees, sublessees, and contractors, from all liability for damage to any property that is caused
by or results from a risk which is actually insured against or which would normally be covered by
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“all risk” property insurance, without regard to the negligence or willful misconduct of the entity
so released.
21. NO WAIVER. No delay or omission in the exercise of any right or remedy of
either Party on any default by the other Party will impair such right or remedy or be construed as
a waiver thereof. Nothing in this License Agreement shall be deemed a waiver of any legal right
or remedy which a Party is not permitted to waive under applicable law.
22. AUTHORITY. Each Party hereby represents and warrants to the other that it has
proper authority and is empowered to execute this License Agreement on behalf of Licensor and
Licensee, respectively, and that this License Agreement is a binding and enforceable obligation of
Licensor and Licensee, respectively.
23. TIME OF ESSENCE. Time is of the essence of each and every provision of this
License Agreement.
24. SEVERABILITY. If any term or provision of this License Agreement will, to any
extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provisions of this License Agreement will not be affected thereby, and each of the other
terms and provisions of this License Agreement will be valid and enforceable to the fullest extent
permitted by law.
25. SUCCESSORS. All of the terms and conditions of this License Agreement will be
binding upon and inure to the benefit of the Parties hereto and their respective successors-in-
interest.
26. INTERPRETATION OF LICENSE AGREEMENT/GOVERNING LAW.
This License Agreement will be construed and interpreted in accordance with the laws of the State
of California. This License Agreement is made in and is to be performed in the State of California
and shall, for all purposes, be governed by the laws of said state without reference to conflicts of
law principles.
27. ENTIRE AGREEMENT; MODIFICATIONS. This License Agreement
contains the entire agreement between Licensor and Licensee concerning Licensee’s use of the
Premises. It is understood and agreed that there are no oral agreements between the parties hereto
affecting this License Agreement and this License Agreement supersedes and cancels any and all
previous negotiations, arrangements, agreements and understandings, if any, between the parties
hereto with respect to the subject matter thereof. This License Agreement may not be modified or
amended except by a writing executed by the Parties.
28. ESTOPPELS. Parties represent and warrant that the License Agreement is in full
force and effect, the License Agreement has been duly authorized and executed, and that to both
Parties’ knowledge, neither are in default under the License Agreement. The Parties agree that at
any time and from time to time, to execute, acknowledge and deliver to the requesting Party either
a statement in writing (i) certifying that this License Agreement is unmodified and in full force
and effect (or, if there have been modifications, that the License Agreement is in full force and
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effect as modified and stating the modifications), (ii) whether or not, to the best of the other Party’s
knowledge, the requesting Party is in default in the performance of any covenant, agreement, term,
provision or condition contained in this License Agreement, and if so, specifying each such default
of which the other Party may have knowledge, and (iii) stating other information reasonably
requested by the requesting Party.
29. INCORPORATION OF RECITALS. The Recitals hereunder are incorporated
herein by this reference and made a part hereof.
30. NOTICES. All notices, statements, demands, requests, consents, approvals,
authorizations, offers, agreements, appointments or designations hereunder given by either Party
to the other, will be in writing and will be sufficiently given and served upon the other Party if (i)
sent by United States Postal Service certified mail, postage, prepaid, or (ii) sent by express delivery
service. All notices pursuant to this License Agreement will be addressed as set forth below or as
either Party may subsequently designate by written notice.
To: Licensor
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attn: Real Property Manager
With a copy to:
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attn: City Attorney
To: Licensee
La Comida de California
455 East Charleston Road
Palo Alto, CA 64306
Attn: Mary Ruth Batchelder
With a copy to:
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304-1130
Attn: Peter Burns
Email: burns@cooley.com
Each Party may, at any time, change its notice address (other than to a post office box address) by
giving the other Party written notice of the new address.
31. SURVIVAL. All representations, covenants, warranties, and indemnification
obligations hereunder will survive the expiration or earlier termination of this License Agreement.
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32. COUNTERPARTS. This License Agreement may be signed in any number of
counterparts with the same effect as if the signatures were upon the same instrument and all such
counterparts taken together will constitute one and the same instrument.
33. MISCELLANEOUS. Any executed copy of this License Agreement will be
deemed an original for all purposes. The language in all parts of this License Agreement will in all
cases be construed as a whole according to its fair meaning, and not strictly for or against either
Licensor or Licensee. The captions used in this License Agreement are for convenience only and
will not be considered in the construction or interpretation of any provision hereof. When a Party
is required to do something by this License Agreement, it will do so at its sole cost and expense
without right of reimbursement from the other Party unless specific provision is made therefor. If
either Party brings any action or legal proceeding with respect to this License Agreement, the
prevailing Party will be entitled to recover reasonable attorneys’ and experts’ fees and court costs.
The Premises have undergone an inspection by a Certified Access Specialist (CASp), and it was
determined that the Premises did not meet all applicable construction-related accessibility
standards pursuant to California Civil Code §55.51 et seq. To the best of Licensor’s knowledge,
there have been modifications and alterations completed, planned, or commenced, such as new
ADA ramp, wall, cabinets, and sinks, between the date of the inspection and date of this License
Agreement which will impact the Premises’ compliance with construction-related accessibility
standards. Licensor has provided a copy of such CASp report to Licensee. Because a disability
access inspection certificate, as described in subdivision (e) of Section 55.53 of the California Civil
Code, was not issued for the Premises, Licensee is advised of the following (pursuant to Section
1938 of the California Civil Code): A Certified Access Specialist (CASp) can inspect the Premises
and determine whether the Premises complies with all of the applicable construction-related
accessibility standards under state law. Although state law does not require a CASp inspection of
the Premises, the commercial property owner or Licensor may not prohibit the Licensee from
obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of the lessee
or tenant, if requested by the Licensee. 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.
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties by their duly authorized representatives have
executed this License Agreement.
LICENSOR:
City of Palo Alto,
a California chartered municipal corporation
By: ______________________________
Name: ____________________________
Title: City Manager or Designee
Dated: ____________________________
Approved as to form:
By: ______________________________
Name: ____________________________
Title: City Attorney or designee
Dated: ____________________________
LICENSEE:
La Comida de California,
a California non-profit corporation
By: ______________________________
Name: ____________________________
Title: _____________________________
Dated: ____________________________
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9/25/2025
President,Board of Directors
Bill Blodgett
Caio Arellano
Ed Shikada
EXHIBIT A
DEPICTION OF THE PROPOSED PREMISES
Men’s toilet / janitor common area = 234 square feet
Common corridor area = 432 square feet
Women’s toilet common area = 158 square feet
Lobby common area = 373 square feet
Total common area = 1,197 square feet
Total Building Rentable Area = 7,410 square feet
Current La Comida Usable Area = 1,294 + 45 (closet) = 1,339 square feet (22%)
City Community Center Area = 7,410 – 1,339 – 1,197 = 4,874 square feet (78%)
Total La Comida and City Community Center Usable Areas = 1,339 + 4,874 = 6,213 square feet
La Comida common Area = 22% x 1,197 = 263 square feet
La Comida Rentable Area = 1,339 + 263 = 1,602 square feet
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EXHIBIT B
OPERATIONAL PLAN
10:30 am - Volunteers arrive & help set up the dining room. o Set-up hot water dispensers o Set Dinning tables: Place Mat, Cup, Napkin, Silverware o Set-up donated goods o Cold/Hot water pitchers filled & placed on dining tables o Set up Reset cart
11:15 am - Doors open to seniors, registration beings. o Registration of dinning guest: Scan Yellow Card, Write last & first name, &
Patron’s Signature o Meal Tickets given to diners o Milk offered/ distributed to all
11:30 am - 11:45 am - Catered meals arrive. o Milk offered/ distributed to all patrons that are sitting at tables
o o Volunteer Positions:
: 1 register, 2 Prepare packaged meals, 2 Servers, 1 Reset table & hot water &
donations if applicable
11:45 am - 12:45 pm - Meals are served. o Clean and reset place settings when diners finish meal o Entertainment or presentations
12:45 pm – 1:15 pm - Clean-up & tear down o Put all items on counter workspace away in the two cabinets labeled La Comida o Wipe down all countertops, trays, & carts with sanitizer spray o Unplug & Empty hot water dispensers & all water pitchers o Sweep & mop dining space o empty all table items~ Sanitizers & Clear holders in the red basket in the labeled
cabinets o Wipe down all table clothes with sanitizer spray & Fold place on bottom shelf of
restock cart
o Empty all trash, recycle, and compost bins and take to outdoor receptacles replace
liners in interior bins o Clean up any spilled food on tables/chairs o Replenish any empty supplies in the restroom o Sweep Restroom Floors – mop if needed
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EXHIBIT C
CITY HOLIDAYS FOR THE 2025 CALENDAR YEAR
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EXHIBIT D
LICENSED FURNITURE
20 - 72”x30” Speckled Grey Tables
2 - Space Saver Table Carts (holds 10 tables)
100 – Stackable, Black, Chairs (10 chairs per stack)
2 – Adapt Chair Dollys (holds 10 chairs)
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EXHIBIT E
INSURANCE REQUIREMENTS
A. NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER:
______________________________________________________________________________________________
B. POLICY NUMBER(S):
C. DEDUCTIBLE AMOUNT(S), IF APPLICABLE:
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN
INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR
HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
AGGREGATE
YES
YES
EACH ACCIDENT, EACH DISEASE-EMPLOYEE,
EACH DISEASE- POLICY $1,000,000
YES GENERAL LIABILITY, INCLUDING PERSONAL
INJURY, BROAD FORM PROPERTY DAMAGE
BLANKET CONTRACTUAL, AND FIRE LEGAL
LIABILITY
PROPERTY DAMAGE
$1,000,000
$1,000,000
$2,000,000
$2,000,000
YES
OWNED, HIRED, NON-OWNED
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND
MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE
HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL
MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF
COVERAGE CANCELLATION; AND
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B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S
AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS
POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE
BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT
REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF
MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-
PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM,
THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE
THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
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EXHIBIT “F”
SCOPE OF PROGRAM SERVICES
I PROGRAM SERVICES
Licensee shall provide nutritionally balanced, appetizing, high-quality, and low-cost meals to persons
60 years of age or older; linking participants to other agencies serving seniors and their families; and
providing a dining setting that encourages socializing.
II. LICENSEE PROGRAM GOALS, OBJECTIVES AND METHODS
Per Fiscal Year July 1st to June 30th
Goal 1: Enhance the physical well-being of Palo Alto seniors by providing nutritious lunches.
Objectives:
• Serve > 200 nutritious, appetizing lunches each day over 249 service days.
Methods:
• Following nutrition standards as outlined in the Senior Nutrition Program as outlined by the
U.S. Dietary Guidelines for Americans (www.dietarygudelines.gov) and developing menu
choices which reflect the diversity and desires of the Palo Alto clientele.
Goal 2: Reduce social isolation among seniors by providing a fun and engaging congregate dining
experience.
Objectives:
• Arrange >14 special celebratory events during lunch service per fiscal year.
Methods:
• Provide special meals for holidays or birthday celebrations.
Goal 3: Increase seniors’ level of knowledge on health, wellness and nutrition topics via lunchtime
presentations, handout materials and website content.
Objectives:
• Provide 4 information sessions or handouts regarding health, wellness and nutrition topics at
each congregate meal site.
Methods:
• Arrange speakers or publish newsletters/handouts or post articles of interest on the
lacomida.org website.
Goal 4: Ensure client satisfaction with the meal service provided.
Objectives:
• Achieve > 80% satisfaction rating from clients who respond to the survey.
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Methods:
• Annual Senior Nutrition Program (SNP) Participant Satisfaction Survey conducted by the
County of Santa Clara Department of Aging and Adult Services.
III. REPORTS ON PROGRAM GOALS, OBJECTIVES, AND METHODS
Licensee shall provide semiannual activity reports relating to this Scope of Program Services for the
periods ending December 31 and June 30, within thirty days after these dates.
Each report shall cover the preceding six months and other such information as the Licensor may
request. The final report shall focus on the preceding six months, but also shall provide information
on contract services for the entire year. Each report shall be prepared in the form agreed upon by the
Licensor and the Licensee.
IV TIME SCHEDULE
Services shall run through the term of this License Agreement.
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From:Tom DuBois
To:Clerk, City; Council, City
Cc:Alamos, Lupita; Lai, Lauren; Tong, Sunny; Ramberg, David; Bill Blodgett; Deborah Grant
Subject:La Comida License to use 455 Bryant Street, Consent Item #10
Date:Friday, October 17, 2025 3:14:53 PM
Attachments:Council Letter La Comida 10172025 (1).pdf
CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links.
i
Council,
Thank you for your support of La Comida. Please see my letter attached below.
Best,
Tom
This message needs your attention
This is a personal email address.
This is their first mail to some recipients.
Mark Safe Report
SUBJECT: La Comida License to use 455 Bryant Street, Consent Item #10 of October 20th, 2025
Council Meeting
Council Members,
First, as a Board member of La Comida, I want to say THANK YOU for suppor ting La Comida and
getting us to this stage. This agreement between La Comida and the City of Palo Alto, will help us
continue to achieve our goals of enhancing the physical and mental well-being of Palo Alto seniors
by providing nutritious lunches and reducing social isolation. By providing certainty in terms of a
long term license to use city-owned space, you are a true partner. Thank you again, this is truly a
momentous occasion for La Comida and the residents we serve.
I also want to thank city staff, who have worked with us to ready the license agreement before you
tonight. Specifically Lauren Lai, Sunny Tong, Lupita Alamos, and David Ramberg. These four met
with me throughout the last year to agree to the terms of this license and were always positive and
professional. I also want to thank Cooley who provided pro-bono legal advice for the entire period of
time.
Finally, I want to thank the First Methodist Church (FUMC), which has continued to rent space to La
Comida to serve the Palo Alto downtown area. La Comida first submitted a term sheet for the use of
455 Bryant in October of 2023, two years ago. FUMC continued to rent to us throughout this
extended period while the use of the building and its refurbishment was being determined. Without
their flexibility, we would have experienced a real crisis.
To supplement your staff report, I wanted to point out some of the key provisions from La Comida’s
perspective.
● Purpose: The agreement grants La Comida de California the nonexclusive right to use
approximately 1,602 rentable square feet on the first floor of the building. Our license gives
us exclusive use from 10AM - 2 PM, M-F.
● Term: The term of the license begins on the first day of the month after renovations are
complete and lasts for 10 years, with a 5 year extension. Our hope is for a successful
partnership that will continue beyond those 15 years.
● Use: Because many of our volunteers are elderly themselves, the City has agreed
operationally to restore the tables and chairs in the configuration La Comida uses to
minimize setup at 10AM.
● Continued Construction: La Comida aims to move in as soon as the downstairs is habitable.
However, because the City’s community center work on the second floor and common areas
will not be complete, we will have to operate through some future disruption when that City
construction occurs. We are hopeful the disruption will be minimal and meal service will not
need to halt during that time.
● Contribution to Improvements: The CIty was required to make some ADA improvements and
general repairs to the building and asked La Comida to contribute to these repairs. This was
probably one of the biggest sticking points, as we are not leasing the space (because we
have non-exclusive use, this is a Licensee). We ultimately agreed to pay $50,000 towards the
work being done, in the future. La Comida intends to raise money through a capital
campaign to pay for this. Because most of our funding comes from the County and is tied
to meals served, we will need to get creative to cover these costs.
● Operating Expenses: While the License is $1/month, we are also paying for utilities,
janitorial, maintenance, and other operating costs, with the price increasing every two years,
and paying for our own trash service. .
● Repor ting: Both parties agreed to align reporting requirements with existing requirements
already in place with the County and City as part of La Comida’s funding requirements,
saving La Comida from additional administrative overhead.
Council, thanks again for your support. I urge you to pass this item. La Comida will continue to
focus on providing over 200 nutritious lunches daily, 249 days a year. We look forward to moving
into our new home, and invite you all to come see us in operation, once we are up and running.
Best,
Tom DuBois, former Mayor and Council Member