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HomeMy WebLinkAbout0270.092,,--. r , .- May 2.1, 1992 HON0RABLE CITY COTJNCIL Palo Alto, California 1 kEltS' -PALO AI.!.TQ COKJ(Uln:u CHILP CARl (PACC~FOR FACILITiES AT THE VPlTtnll 'CHOOL SIT' AND THE CQLLEGE 1EBRACI LIBRMY Members of the Council: ~rt ill Briet This report requests Council approval of a five-year lease agree­ ment between Palo Alto Co~unity Child Care (Tenant) and the City of Palo ~lto ,Lessor), tor its continued use of the Ventura School sits and :. portion of the College Terrace Library. Also on the Council agel~da is a staff report ccncerninq a recent City audit ot PACCC, which =~ferences the value of the lease agreement provided to PACCC. 'ac:ltgroup4 On Febr~ary 6, 1981, the City Council approved a five-year lease with Palo Alto Community Child Care ,PACCC) for child cere facili­ ties at the former Ventura School site and a portion of the College Terrace Library. On July 221 1986, the City Council approved a five-year le.ase 'With PACCC for its use of both sites. The lease has since expired, and PACCC 'Was given a month-to-month lease pending the appointment of its new Executive Director. The Executive Director was appointed in August 1991. The new Direr-tor spent several months reviewing reorg~nizing operations and preparing recommendations for the PACCC Board. After receiving direction from the Board, the Director requested a ne~ lease for the premises, with a five-year term beginning July 1, 1992. CMR:270!92 L i I I , i ,--1 "". 1 , c " . , c··,,o:;!'~r;':<i;:·. :proposed. %.LOAn Attached is a px~posed five-year lease to ~rmit PACCC'S continued use of the Ventura School cite and a portion of the College Terrace Library. Except for the sublztting prClvision, the lease provisions ~re si~ilar to those in the p~e~ious five-year lease~ Attachment A summarizes the mAjor lease provisio~s~ The fnlblettinq provision 'Will give PACCC the right to sublease four vacant classrooms at the Ventura site~ The vac~nt classrooms are periodically utilized by PACt~ and will eventually provide additional space for new programs PACCC proposes to initiate in future years. In the interim, the rental revenue generated by the subletting of the rool!ls will supplement PACCC' s finances. The lease requires all s~bleases and rent& be approved i~ writing by the City Manager or his/her designee and requires PACCC to report quarterly and annual re~tal revenues to the Human services Administrator. 'I'he suble.tting revenues la'ill be cons.idered in future recommendations for funding the C01l'l.prehensive Child Care Aqreeltlent. 'l'he rental provision remains unchanged from the previous fi·,e-year lease, where, in lieu of payment ot rer.t to the. City, and to eliminate ~~e dOUble transfer of funds from PACCC's yearly qran~ under the Comprehensive Child Care Proqram Agreement, the grant was reduced by the amount of annual rent. The annual rental value is determined with consideration for the child care services PACCC provides and the site ~anaqement responsibilities PACCC assumes. The 1992/93 annual rental for the tvo sites has been determined to be $212, l~O ($.80 per square foot per month) for Ventura and $1~,600 ($.65 per square foot per month) tor the po~tion of the College Terrace Library site, and is taken into consideration with the recomm~ndation for funding the 1992/93 COlr,prenensive Child Care Aqreelllent~ lPyir~pmental Impact Asa •• smebt The lEase of an existing facility is Categorically Exempt under Class I (existing facilityJ requirements of the California Env ironmenta 1 Qua 1 it Y Act (C EQA) • 'taff '.c°Rm,ndation staff reco~ends that the Council authorize the Mayor to execute the attached Lease with PACCC for its continued "IlS of the ventur-a School site and a portion ot the Colleqe Terrace L~brary. CHR:270:92 2 L ~~ i I ~ i , o " . , F.~spectfully subm~tted, /i 'Ji' . / .I',Z)/ /; /" , -< '~< L//6<v;}{ ,? %c:; / ki~ E. MILLER Real Property Analyst ~rQ.tI!I~~~:J Director of Finance ~. JUN~ FLEMING Assistant City Manager Attach.!!lente: Attachment A -Lease Summary CC: Gary Thompson -Palo Alto community Child Care Related Staff Reporto: CMR:207:92 CMR:270:92 J I I \ - • • '--< - LEASE SUMMARY Palo Alto Community Child Care (PACCC) Premi&&s: ApprQximately 22,100 sq~are feet of the fo~er Ventura Elementary School bl.:ilding and approximately 2,000 square feet of the College Terrace libra~y building including use in cOlruZlon of the parking lot and related grounds. Purpose: To provide the citizens of Palo Alto .ith full service co-mmu.n.ity child care centers at the fermer Vent.ura School and College Terrace Library and incid~nta.l administrative offices located at the former Ventura School. Term: The term is five (SJ years commencing July 1, 1992. Term is subject to continuation of the Compre.."lensive Child Care. Program agreement bet'Wee.n Cit.y and Tenant dateo. August 6, 1979 ana amended every year thereafter~ Upon termination of this aqreement, either City or Tenant !fI_ay terminate the lease upon 30-days notice. Rent: In consideration of Tenantfs pro~iding child care services pursuant to the Comprehensive child Care Program Aqre~Qnt dated August 6, 1973, and, in consideration of Tenantfs site management responsibilities, Tenant shall not be required to pay rer,t4 Tenant agrees to perform the tolloYinq services on behalf of City, as non-monetary consideration: pay all utilities billed to the ventura site, and a pro-rata share of utilities at college T2rrace Library; perform all site ma_nagement functions; and maXe maintenance repairs and i~proveme-nts, with City's approval, to the Ventura site. In the event Tenant chanqes or loses its non-profit statvs, the monetary consideration shall be revised to reflect the fair market rental of the Premises. Control of Hours, Prices, Rents and Procedures: CMR: 270: 92 L Upon written request, Tenant shall furnish to the city Manager a copy of the schedules, procedures and rents. Should the City Manager decide that any part of these Bchedul~~j procedures or rents are not justi-tied with regard to t.,irly satistyinq the needs of the pl.!!;'lic, Tenant, upon written notice from the City Manager, shall modify these schedules, procedures and/or rents to the satisfaction of the City Manager. Tenant shall include • - all rents rece.ived, in~luding sublease rental revenue, in its quarterly and .annual reports to the Human Setvicea Administrator .. Maintenance and Repair: Tenant shall be responsible for all maintenance dnd repair of the Premises throughout the term of the lease. Construction and/or Alterations: Any proposed construction or alteration must be approved by City. Utilities: Insurance: Tenant shall pay all utility charges for utilities supplied to the Ventura site (excluding 'Water supplied to open field areas) and shall pay, on a semi-annual basis, a pro-rata portion of the ',Jtilities supplied to the Colleqe Terrace site. The pro-ration shall be based on thE square footage utilized by the Tenant as compared to the total square footage of the College Terrace Library. Tenant sha~l provide st ... ndard insurance coverage as required by city. Taxes and Assessments: Tenant shall pay all taxes and assessments which become due. and payable upon the Premises or upon fixtures, equipment on other property installed or constructed upon the prel'llises. Assiqninq and ,Encumbering: As5i~l1.inq and encumbering of the lease sball first be approv~d by the City Kanaqer or designee. Subletting: CKR:270:92 L Any sublease of Tena.nt' s interest sha 11 first be approved in writinq by the city Manager or designee. 5 , • Project: Palo Alto Co~~unity child Care Project Number: CL la/8-S0/17 Date: January 22, 1992 LEASE I This Lease is made this between the City of Palo Alto, Palo Alto COmlll'..inity Child Care, (TENANT) • day of ____ ,. 19 __ b:}' and a municipal corporation, (CITY} and a California fion-profit corporation llECITlU.6 No""., 'therefore, in consideration of these covenants, terms ana conditions, the parties heret.., mutuall}' agree as follows: A~ On .January 9. 1981 the City purchased the Ventura School to provide a park, a child care center~ and a community center for meetings. B. On February 10 1 1981 the Cit), entered into a Lease with TENANT for tJ,'le Ventura School and renewal of a lease for space at city owned College Terrace Library. c. on July 22, 1986 the City entered into a five-year le~se with TENANT for the continued use of the Ventura School and a portion ot the College Terrace Library~ D. TENANT desires to enter into a new five-year lease for both premises for the purpose of continuing to provide full-service community child care centers and administrative offices. I. PREMISES (RL ~.O) NS Subject to the terms and conaitions set forth herein, and to the Genaral Conditions in Exhibit !IIA," city leases to TENANT those certain properties hereinaft:er referred. to as ttPREMISES, II!I shown outlined in red on the maps labeled PExhibit S" (apprQxirnately 21,000 sq. ft. of the former Ventura Elementary School Building) anQ ExhiDit "C" (approximately 2,000 sq. ft. of the College Te~race Library Building inclUding use ir. common of the parking lot and related grounds) ~ EX.'1ibi ts liB" and "e" are attached hereto and made a part he=eot~ 1 L ...... '.. f I . I -1~ II. PURPC'SE (RL 4.0) liS The purpose of this Lease ic; to provide the citizens of Palo Alto ~ith full-service co~unity-based child c~re centers at the for~er ventura School and tha College Terrace Library and incidental adll.inistrative offices located at tl"'.e former Ventura School. III. REQUIRED NiD OPTIONAL SERVICES ~~D USES (RL 5.0) S 1:1 furtherance of th-e plirpOses stated above, the follo ..... ·ing requir-ed and optional ser .... ices and uses shall be provided, permitted or Frohi!::lited: A. Required Servic~s and Uses. Throughout the term 'of this Lease TENANT shall provide the follo'olling se ...... vices and activities: The main-=enance and operation of full-service child care centers and other programs from th~ Premises as set forth in Secticn 1 of Exhibit DD" (Guidelines for Site Usage) attached hereto and lr,ade a pai"t hereof. B. o'Oticm_~l Services and Uses. The TENAi'lT ma:t also use the PREMISES to provide additional services and uses ~hich are ancillary to and compatible with the required services and uses set forth aboye and not in confl ;.ct with the uses surrounding the Pre,mises. c. Restricted Uses.. The above listed services and uses l both required and optionul, shall ~ the only services and uses permitted upon or from the PREMISES. TENANT agrees r.ot to use the PREMISES for any other purpose nor to engage in, or permit, any other business activity ~ithin or from the PREMISES. IV. TER~ (RL 6.0) S The term of this Lease shall be five (5) years, cO'!!'J'LtP-l"!cing July 1, 1992. It is mutually understood and agreed, h~~ever, that ths term hereof is subject to the continuation of the Comprehensive Child Care Program Agreement bet~een CITY and TEN'd~T dated August 6 1 lS79 and amended every year thereafter, and 6hould said Agreement be terminated, ei~her CITY or TENANT may, at its discretion, terminate the Lease upon 30 days notice. v. TEP~INAT!ON OF PRIOR AGREEMENTS (RL 6.1) S This Lease supersedes an,/" and all prior le2.ses or agreements entered into by CITY for use of the PREMISES. .A.l1 such prior leases or agreements are null and void. 2 L .- • . .J VI. CONSIDERA'I'ION/RENT (RL ? u) NS A. R~nt In consideration of TEN.A . ."iT's providing child care services for city pursuant to the Comprehensive Child Care Program Agreement dated August 6, 1979, Tenant shall nat be :ceq11ired to pay rent. Ho· ... ever, for accounting purposes, the annual -ma.rket =ental value of the premises is $2121160/rear for ventura School site and $.l5,600/year for the College Terrace site. B. Non-Monetary Cons~der~tionG In addition to the rent set forth in subparag:::aph A abo'l,le, TENANT agrees to perform the following servio::es on behalf of CITY: 1~ Pay all utjlitias billed to the Ventura School site and prcrata eohare of utili ties at College Terrace Litlrary site. 2. Ferform all site mar,agement funct.ions in acccrdance with Exhibit ·'D" (Guirlelir.es for site Usage); J ~ Make oaintenance repairs and improvements .. -i th City's approval, to the ventu.ra site l for W'hich the City will receive residual benefits. VII. RENEGOTIATION OF RENT (RL 7.5) S In the event that TENANT changes 'Or loses its; status as <!i non­ profit organizatiol"!. the above monatarr consideration shall, at CITY'S option, be revised. effective upon the date of such change in status, to reflect the fair rearket rental of the PREMISES as determined by aI mutually agreeable M.A.!. c.esignated appraiser. Such determination shall also include a mechanism for sUbseqt.;ent rental adjustments to keep the market rental current. Acceptance of any revised rental hereunder shall not be deemed a .. raiver of any provision of this Lease, specifically including but not li~ited to the provision of Clause 2 (PURPOSE}, Clause 3 (REQUIRED and OPTIONAL s~.vICES and USES) and subparagraph B of Cla'.J.se 6 (CONSIDERATION/RENT) • Should ClTY and TENANT not agree on an M.A.l. desig~~ted appraiser, one shall be appointed by the presiding judge of t~e Superior Court of Santa Clara County. 3 L " , - r VIII. NON-PROFIT CO:..g.rJJ-j IT¥ ORGANIZATION BYLAWS &: MEMBE:H.SHIP (RL 7.6) NS Membership in TENANT'S organization shall be Qpe~ to anyone meeting the requirements of its rules and bylaws. All re~trictions, rules, py~aw6. a.nd fees I if any I a!1d changes tneI"eto proposed hi TENA.~T shall, prior to being put into effect I be revie .. 'ed and appro· ..... ed :by the city Manager. The$e rules, bylaws and fee schedules shall be on file ... ith the Real property "tanager. IX. CONTROL OF HOL"RS, PR1:CES, RENTS JoJ:D PROCED'l..rRES (RL S.O) NS TE#ANT agrees that it 'Will operate and manage the, services and facilities offere.d in a 'competent and efficient manner at least comparable to other vell managed operations of similar type. Upon ~itten request, TENANT shall furn~sh the City Manager a c~py of the schedules, procedures and rents. Should the City Manager decide that ~ny part of these schedcles, p:t'ocedures or:' rents are not justified ~ith regard to fairly satisfying the needs of the public, ~ENANT, upon written notice from the city Manager, sh~ll modify th.ese schedules, procedures and/or rents to the satisfaction of the City Manager. Prior to issui~g such a notice, the City Manaqer shall personally review and confer with T.E.."iANT or its representative4 TENANT shall include all r~nts received, including sublease rental revenue, in its quarterly and annual reports to tl'ie Human Services AdlIIinistrator. TENANT shall at all times retain active, qualified, competent and ;e;xperienced personnel to supervise 'l'ENA...~T's operation and to repr ent and act for TENJ..N'l'. 'l'E.., ... A...,r shall req""ire its attendants and' employees to be appropri:!lte.ly dressed, clean, courteous, efficient and neat in appearance at all times. TENANT shall not employ any person(s) in or about the Pre~{ses ~ho sha~l use offensive language and or act in a loud, boisterous, or otherwise improper manner. TENANT shall maintain a close check over attendants and employees to insure the ma.intenance of high standards of service to the public. TENA.~T shall replace any employee whose C'ondlJct is dC~Limental to the best interest of the public. X. MAINTENANCE AND REPAIR (RL 14.1) NS TENANT at its expense, shall perform all maintenance and repairs, including but not limited to exterior and interior painting, light L fixture, bulb and ballast replacement, broken ~indow replacement, rekeying and key copies (making sure to provide copies of all keys to Cl'l'Y} I interior and exterior pest contrel, heating, ventilation and air conditioning repairs and serviCE, roof leak repa irs f structural maintenance ana repairs l and service and maintenance of landscaped areas, including parking lot areas, nec~ssary to keep the PREMISES and all imprO'lEtfI.ents thereto in first-class order I repair and condition throughout the term of tr,is LEASE. II" addi tion , TEN}'.NT snall maintain, at its expense, all equipment, furnishings and trade fixtures upon the PREMISES required for the ~aintenance and operation of a first-class cperation of the type to be conducted. pursuant to Clause 3 (REQUIRED " OPTIO:L~L USES). CITY shall be responsible for Iilaj.:-r roof replacement and exterior structural repairs. TENANT waives the right to :ma~e repairs at the expense of CITY end the benefit of the provisions of sections 1941 and 1942 of the Civil Code of California relating thereto; and furtheI.' agrees that if and .... hen repairs I alterations I 2dditions or betterments shall be made by it as req\,.lired by this paragraph. it shall promptly pay for all labor done or materials furnished and shall keep the PREMISES free and clear of any lien or encumbrance of any kind whatsoever. Should TEN~~T tail to make any repairs or perform any :maintendnc:.e work for ""hich it is liable, CITY shall have the option to make the repairs and TENANT shall .... itnin ten (10) days receipt of a bill therefore from Manager, Real Property reimbursa CITY for the cost of such repairs, including a 1S%: administrative overhead fee. The making of such repairs or performance of maintenance by CITY shall in no event be construed as a waiver of the duty of TENANT to make repairs or pl?rform maintenance as provided in this clause~ XI. CONSTRUctION AND/OR ALTERATION BY TENANT (RL 15.1) S A. C1TY'~9~~Gnt. No structures, improvements, or facilities shall be constructed, €rected, altered, or made ~ithin the PREMISE5 without prior written consent of city Council if required by city of Palo Alto p~ocedures o~ ordinances, or other-wise b¥ City Manager. Ar.y ccnditions relating to th.= manner, method, design, ;and construction of said structures, improvements, or facilities established by CIT¥ sh;~ll be conditions of this clause as though originally stated her~in. T~~ANT may, at any time and at its 501e expense, install and place business fixtures al1~. equipment 'Within any building constructed b~l CITY, provided such fixtures and installation have been reviewed and approved by City Manager, or designee~ B. strict Ccmplian<:e .... i_"t:h Plans and Specifications. All improvements constructed br TEN.~T within the PREMISES shall be constructed in an efficient and workmanlike manner and in strict compliance with detailed plans and specifications approved by the City Council if required by city of Palo Alto iJ!l.EA.5E3.1rtU"CCC 5 L -----------------_.---- -·1 c. procedures or ordinances, or designee, and a;rpli..:able ordinances. other ..... ise by the ci ty Manager, or City of Palo Al~o codes and Certificate of In9pection~ Upon completion of construction of any building~ TENJL~T shall submit to the Real Property Manager, a Certificate. ot Inspection, verifying that the construction was complet~d in conformance with Titla 20 of the California Code of Regulations (or residential construction, or in conformance 'With Tit:le 24 of the California Code of Regulations for r.on-residential construction. XII. DAMAGE TO O~. DESTRUCTION OF IMPROVEMENTS (RL 15 .. 4) S A. Total Destruction. In tha event the PREMISES or a substantial portion thereof are destroyed by any cause that renders the PREMISES unfit for the purposes designated in clause 3 (REQUIRED , OPTIONAL USES) and if the fREMISES are so badly d~mageQ that they cannot be repaired within ninety (9Q) days from the date of such qamage~ either party may terminate this Lease by giving to the other party written notice 'Withi!i thirty (30) days of the occurrence of such damage. After such notice of termination has been given~ rental (excepting percentag'2 rental, if any) shall be prorated to the date TENANT actually vacates the PREMISES which shall be no later than thirtj" {3v} days from the giving of the notice of termination. B. Insured partial DestruC~lQn. If the PREMISES are partially destroyed by any cause insurable under fire insurance with a standard extended coverage casualty endorsement and the destroyed portion can be rebuilt 0:' repaired within ninety (90) days from the date of destruction, CITY shall repair the damage or destruction ·.,Iith reasonable diligence. In such event, this Lease shall remain in full force and effect; ho'Wever-, until the destroyed PREMtSES are repaired~ rental (excepting percentage rental, if any) paid by TENANT to CIT'! shall be reduced in the same proportion t.hat TE1"l~'"T' 6 square footage leased is reduced by 5uch destruction. However there shall be no rent abateDent cr offs.at should thE damage or Goastruc:tion be caused by TENJ!..NT, its employees, agents or contractors. c. Non-Insured PartiaL~ ___ Q_estruction. If t.he PREMISES an~ L partially destroyed by any cause not insurable by fire insurance with an extended coverage casualty endorse.ment but the PREMISES can still oe used for the purposes designated in Clause 3 (REQUIRED , OPTIONAL USES). TE.~ANT may, at its option~ terminate this Lease unless CITY commences rebuilding or repair of the destroyed portion of the PREMISES ~jthin 90 6 ., f , ~- ;~: -\:,!W I ... ~ .. - ~a~s frQ~ the date of destruction. Ho~ever~ there shall be no rent abatement or offset should the da~age or destruction be caused by TENANT, its em~loyees, ag~nts or contractors. Such termination by TENA..'fT shall be. accomplished by giving CITY ...... ritten notice. of termination not sooner than ninety (90) days nor later than one hundred (lOa) days after the occurrence of such dar-age or destruction. 7his Lease shall te~inate on ~he date such notice of termination is given to CITY ~ If CITY accomplishes sl.lch repair or if TENANT fails to exercise its option to terminate. this Lease shall .r"e:main in full force and effect, ho ... ·ever. until the destroyed PR..E:MISES are repaired, re.ntal paid by TENANT to CI'l'").· (excepting percentage rent, if an}") shall be reduced ,in the same propo~tion that TEN~lT'S leased square footage is reduced by such destruction. Ho~ever, there shall be no rent abatement 01" offset should the damage or destruction be caused by TENANT, its enployees, agents or contractors~ Glass breakage shall not be deemed a partial destruction within tne meaning of this cla~se. XIII. Ow~ERSHIP OF IMPROVL~ENTS (RL 16.0; S All improvements constructed, erect€d or installed upon the PREMISES must .be. free and clear of all li~l".s, claims~ or liability :for labor or-material and shall become tr . .e prope!"ty of CITY, at its election, upon expiration or earlier termination of this lease and, upon cityrs election, shall remain upon the PREMISES upon termination of this Lease~ Title to all equipmentJ furniture, furnishings and trade fixtures placed by TENANT upon the ?REMISES ~hall remain in TENANT, and replacemsnts, substitutions and modifications thereof ::r.ay be made by TENANT throughout the term of this Lease. TENANT ~ay remove s~ch fixtu~es and furnishings upon termination of this Lease if TENANT is not then in default ur.der this Lease, provided that TEN&~T shall repair to the satisfaction of CITY any damage to the PREMISES and iIopro ..... ernents call sed by 5ucn removal and provided that usual and customary lighting, plumbing and heating fixtUres shall remain upcn the PREMISES upon termination of this Lease~ XIV. UTILITIES (RL 17.0) NS TENANT shall be re5ponsible for and shall deli!"lq'.JencYI all charges for utilities supplied Sctiool site. (excluding 'Water supplied to the open 7 L pay, prior to to the ventura field areas). - ------------------------- 'l'ENANT shall furt.her pay to CITY, en a semi-annual basis, a pro­ rated portion of the utilitie.s supplied to the College Terrace Library~ Said pro--:-ation shall be based Ol" the square footage utilized by TENAh7 as compared to the total square foc~age of the College ':'crrace Library. xv. INSURANC~ (RL 13.1) S TENANT shall maintain insurance acceptable to CITY in full force and effect throughout the term of this Lease. The policy or policies o£ L1.sur-ance maintained by TENANT shall provide the follo'lllinq limits and coverages: POLICX MINTMt~ LIMITS OF LIABILITY (1) WuRKERS' COMPENSATION Statutory (2) COMPREHENSIVE Bodily Injury AUTOMOBILE LIABILITY, Property Damage including owned, hired, and non-o","ned automobiles (3) COMPREHENSIVE Bodily Injury GENERAL LIABILITY including Property Damage products and Personal Injury completed operations, broad form contractual, and personal injury. $300 /000 ea. person $300,000 ea. occurrer.ce $300,000 ea. c~currence $l,O':IO,C'OO ea. person $l,OOC·,OOO ea. occurrence $1,000,000 aggregate $1,000,000 ea. occurrence $l~OOO,ooo ea. occurrence (4) FIRE 'EXTENDED C()VERAGE Not less than ninety percent (90%) of the replacement cost of all insurable improvements ~ithin or upon the PREMISES. S\~ch pOlicies mu~t include .. ater damage and debris cleanup provisio~s. Additional fire and exte~ded coverage must be obtained in. accordance .... ith this clause upon completion of constr~ction or installation of any ma.jor insurable improvement. Insurance shall be in full force and effect commencing on the first day of the term of this Lease. Each insurance policy required by this Lease shall contain the following clauses: 8 L · ,,", .. ,··r 1. "This insurance shall not be o::ar..celled~ 1Lnited in scope of coverage or nonreTle.'ed until after thirty (30) days -...rritten notice has been given to the: CIT¥ of PALe ALTO/Real Estate Division, PO Box 10250, Palo Alto, CA 54303 2. ) . "All rights of subrog~tion are hereby waived against the CITY OF PALO ALTO and the members of the city Council and elective or appointiv~ offic~rs or emplcyees, when acting within the scope of their emplo~~ent or appointment4 tt nThe CITY OF PALO }LTO is named as a loss payee on the property insurance policy described abQye.~ 4. "The CITY OF PALO ALTO is added a;s an addit.i,.onal insured as r~spects operations of the named ir.sured at or from the premises leased from the CITY OF PALO ALTO.~ 5. "-'It:. is agreed that any insurance maintained by the CITY OF PALO ALTO ..... il1 apply in excess of, and nc.t contribute with insurance provided by this policy,~ XVI. INSURANCE (RL 18.2) TENANT agrees to deposit with the Real Property Manager, on or before the effective date of this Lease, certificates of insurance necessary to satisfy CIT~ 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 th.e entire term of this Lease. Should TENANT !'lot provide ev idence 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 TENA..N'T to provide six !!tonths of covE!-rage _ CITY shall retain the right at any time to revie.w the. c:C'verage., form, and amount of the insurance require~ hereby. If, in the opinion of the Risk. Manager ~ the insurance provisions in this Lease do not provide adequate protection for CITY ano for Eembers of the public using the PREMISES, Real property Manager may requjre TENANT to obtain insurance sufficient in coverage, form, and amount to provide adequate protection as determined by the Risk Manager 4 CITY'S requirements shall be reasonable and shall be designed to assure protection from and against the kind and extent of risk which exists at the time a change in insurance is required4 The Real. Property Manager shall no"tify TENANT in writing of changes iI". the in~':.!r3n,,::e requirements. Ii TENANT doe.s not deposit copies of acceptable insurance policies with CITY incorporating such changes witrdn sixty (60) days of receipt of such notice, or in the event 9 L • i l - TENANT fails to maintain in effect any required insurance coverage, this Lease shall be in default 'Without further notice to T,ENANT .. Such failure shall constitute. a IT.aterial breach and shall be grounds for immediate termination of this Lease at the option of CITY. The procuring af such. requireD. policy or policies ot insurance shall rIot be construed to limit 1'ENA."'T'S liabilitr hereunder nor to fulfill , the indemnification provision and requircc:lents of this Lease. l Not-withstandinq the pCJ1icy or policies of i!'tsurance~ 'l'E.I'1ANT shall be f obligated for the full and total amount of' any dama.ge I injury, or i loss caused by or connected '"Wit.h this Lease or "II1ith u.se or oCCllpancy of the PREMISES. XVII. ASSIGNING AND ENCL~BERING (RL 19.0) NS Sinca CITY has relied on the specific background and capabilities o~ TENANT in awarding this Lease, any mortgage, pledge, hypothecation. encumbrance, tr-ansfe.r, or assignment (collectively referred to as ENCUMBPA."iCE) of TENANT'S interest in the PREMISES, or any part or portion thereof, is prohibited. ~~y attempted ENCl~BRANCE shall be null and void and shall confer no right, title, or interest in or to this Lease. If 'I'ENANT hereu.."1der is a corporation or an unincorporated association or partnership, the ENCUMBRANCE of any stock or interest in the corporation, association, or partnership which, in t.he aggregate over any cor.secutive t ... o-year period, exceeds t.'Jcnty-five percent (25\) shall be deemed an assignment 'Within "Che Dl.eaning of this clause. ~'III. SUBLETTING (NS) Any subl~ase of TEN&~T/S interest in the PREMISES~ or any part or portion thereof, shall first be approved in writing by the City Manager, or his designee, \lnless other.ise provided he~ein. Failure to obtain CITY'S required "''Yitten approva.l of a sublease .... ill render such sublease void. occupancy of the PREMISES by a prospective su~lessee before approval of such s~bleaEe by CIT~ shall constitute a breach of this Lease. Should CITY consent to any suble=~e, such consent shall not constitute a ~aiver of any of the terms, covenants, or conditions of this Lease. such terms, covenants, or conditions shall apply to e~ch and every sublease hereunder and shall be severally binding upon each and every subtenan~. A~y document to sublet the PREMISES or any part thereof shall incorporate directly or by reference all the provisions of this Lease. CIT,{ agrees that it 'Will not arbitrarily withhold consent to any SUblease, but CITY may withhold consent at its sole discretion if any lUJ..EASES,1 rLlJ'AC..x: 10 L -.,_1.· 'l - r of tne tolloving conditio~s exist: A. TENA ..... ..jT cr any Qf its success.:.rs or assigns is in default of any term, covenant, er condition of t.his Lease, ...... hether notice of default has or has nc~ been givan by CITY; B~ The. prospective subtenant does not indicate in writing that such sublease is subject to all the terI<1s, coveJ"l.ants, anc. ccndltio:ns of this Lease; c. All the terns, CClvenants I and conditions of sublease including the consideration therefor of kind, have not been revealed in writing to CITY; the proposed any and every D. Any const~uction required of TENM{T as a condition of this Lease haE not been completed to the satisfactio~ of CITY; E. If a sublease is proposed J and TEN~_III'l' has not p:i:'ovided CITY vith sufficient information to permit CITY to completely evaluate the backqround, skills, financial position~ propo5ed operating plan chanq€s and references of the prosp-ective subtenant; or The a.bove list is not inclusive but is intended to gi ve TEN~~ some idea of the types of situation ~here CITY may ~ithhold its consen~ to any sublease. CITY reserves the ~ight to withhold its consent to ~ny sublease that wilL in CITY'S sole option, adversely affect the provision of service required by this Lease or adversely affect CXTY'S interest in and to the land and structures covered by this Lease. Hypothecation of the leasehold jnterest created by this Lease is expressly prohibited and any attempted hypothecation shall be null and void~ XIX. DEFAULT IN TEI1l<S OF THE LE>.SE B'i TENANT (RL 20.0) S Sho~ld TENANT d~fault in the or agreelllent contained in ccrrected ~ithin thirty (30) from CITY, CITY may: performance of an:{ covenant, condition, this Lease and such default is not days c.'! receipt of a notice of default A. Terminate this Lease and a.ll rights of TENANT and tbose .. ho claim under TENANT, stemming from this Leese, shall eno. at the time of such termination; a. At CITY'S sole option, cure any such default by performance of any act, including pa~ent of money, and the cost thereof, plus reasonable ad1!'.inistrative Cl)st, shall ber::ome immediately due and payable by T~~ANT to CITY; C. seek an action or suit in equity to enjoin any acts or things 11 L - o. which itlay .be unlawful or in violation of the rights of CITY; S~&K a mandamus or other suit/ action of proceeding at laY or in equity to enforce its rights against TENANT and any of its officers, agents} and employees and its assigns, and to compel it to perform and carry out its duties and obligations under the la.., and .its covenants and agreements ..... ith CITY as pro'dded hereini or E. Pursue any other remedy .aVe! ilarle by law or specifically provided in other clauses of this Lease. However, in the event of a default which cannot reasonably be :::ured within thirty (30) days, TEN.AN'f' shall have a reasopable period of time (as determined by the City Manager) to cure the default~ Each and all of the remedies given to CITY hereunder or by any law now or hereafter enacted, are cumulative and the exercise of one right or remedy shaq .. not impair the right to CITY to .exercise any or all other remedies. In case any suit/ action or proceeding to enforce ar'ly right Qr exercise any remedy shall be brought or tak.en and then discontinued or abandoned, then, and in every such case, CITY and TENANT shall be restored to its and their fOrIr',er position and rights and remedies as if no such suit. action or proceedings had bee.r. brought or taken . .In addition to a violation or breach of any other provision of this Lease, TENANT shall be considered to be in default under this Lease should TENANT: A. voluntarily file or have involuntarily tiled against it ar,y petition under any bankruptcy or insolvency act or law; B. be adjll,di.;ated a bankrupt; or c. attempt to maj(.e a ge!1t!ral assignme.nt for the benEfit of its creditors. xx. NOTICES (RL 23.0} S All notices, statements I demands, requests, consents, approval.;;, authorizations, ot~ers, agreements, appointments or designations hereuneer qive by either party to the other, shall be in ~riting and shall be l5ufficiently given and serve.d upon the other party if (1) personally served, (2} sent by vnited States Certified mail, postage, prepaid, (3) sent by express delivery service. or (4) in the case of e facsimile, if sent to the telep2'lone nu:m'-'r(s) set forth belo''''' during n.or11lal business hours of the recei\ 'g pdrty and followed within 405 hours by delivery of hard copy 0 ... t.he material sent by facsim.ile, in acccrdan~e ..,ith {l}, (2) or (J} above. Personal 12 service shall include, without linitation, service by delivery service and service by facsi~ile t~ans~ission4 Delivery of nctices properly addressed shall be deemed complete ""'hen the noticE is physically delivered to the P.e~l Property Manager, City Clerk. or the City Attorney~ All notices pursuant to this lease shall be addressed as set forth below cr as either party mar ::n.l.bseq'.ltmtly designate by written notice. TO: = Real Property Manager City of Palo Alto P~O. Box 1-0250 250 Hamilton Avenue Palo Alto, CA 9430) FAX: (415) 329-2468 with a copy to: City Clerk, City of Palo Alto P.O. Box 10250 250 Hamilton Avenue Palo Alto, CA 94303 FAX: (415) 329-2646 and City Attorney, City of Palo Alto P.O. Sox 10250 250 Hamilton Avenue Palo Alto CA 94101 FAX: (415) 129-2646 XXI. ATTACHMENT TO LEASE (RL 24. 0) S This Lease includes the follo~inq exhibits~ which are attached hereto and by this reference incorporated into this Lease: Exhibi t A - Exhibit B Exhibit C - Exhibit D - General Conditions Descriptj on of Leased Prenlises -Farmer Ventura School Description of Premises -Community Wing, College Te.rrace Library Guidelines for Site usage The inclusion of clauses in Exhibit A (GENERAL CONDITIONS) is not in kFl2ASES_?ll...ZI'ACC'C 13 L ~\3~ ,-. ' .... <' '" " -::'"c, ' .. ,;:.. ~ any way intended to lessen the importance of these clause3, but is merely done to enhance the organization of variQus clausas and this Lease. XXII. REPRESENTATIONS REGARDING HA'ARDOVS ... .ATERIALS (NS) With respect to the existence or use of "H3.zardous Materials" as def~n2d in 31(A) of the Ceneral Conditions, CIT~ represents to TENANT to the best of CITY'S kno.,.ledge as of the date of execution of this LEASE end based on no other inquiry than infor~ation received fro~ the P.alo Alto Unified School District .. 'IIo'ith respect to tr~e existence or r.on-existence of friable and non-friable asbestos and ashestos­ containing construction materials, that the subleased premises is in compliance with all laws reg\!l.oating the handlin.q: trar-.sportatlon, sto:!"age. treatment, use and dispcsition of Hazardous Materials, including asbestos and asbestos-containing constructio!"1. I!I.aterials. lU!L.f.AS1!S.1i'LlJ'~CCC 14 - IN WITNESS WHEREOF, the parties have executed this Lease the day and ye~r fir$~ ~bove Yritte~. CITYI CITY OF PALO ALTO !lY: Mayor A'MES'l. BY:.~~~~~ ____________ __ City Clerk APPROVED AS TO FOIU!: By: Assistant City Attorney JlECOXMElIDSD PUR APPROVAL. By:~~~~~ __ ~ __ ~~~_ Administrator, Human Services By:=-~-..",. ____ ~ R~al property Manager 15 &y:,-------- Its: (corpco~r~a~t~e~s~e~a~l~)-------- - EDIBIT ~ GENERAL COND:TIONS 1. DEFINITIONS (RL 27.1) S ctTY shall mean the City Council ot the City of Palo Alto, a municipal corpora~ion. The City Manager is hereby authorized to take any actions under this Lease on behalf of CITY except for termination of this Lease. Clauses in this lease refer to specific officers or employees of CITY~ Should these positions be eliminated or the title changes, it is understood and a~reed tha~ such references shall be consider~d to be to the new title for renancd pcsition5 or t'O the replacement official designated with the responsibiJ ities of amr eliminated position. Any ref~rence to a City officer or empl'Oyee includes a reference to the officer's or ernployee's designated repre5entative~ 2. PARTNERSHIP/CORPORATE AUTHORITY' !,Il>.BILITY (RL 27.2) S If TENA.lIfT is a partnership, each general partner! A. represents and warrants that the partnership is a duly qualified partnership authorized to do business in santa Clara c'Ounty; and B~ shall be jointly and severally liable for p-er-formance. of the terms and provisi'Ons of this Lease~ If TENANT is a corporati'On, each individual signing this Lease on behalf of TENANT repre.sents and w~rrant5 that; A. he is duly aut~orized to do 50 in accordance ~ith an adopte~ Resolution of TENANT'S Board 'Of Directors or in acc'Ordance with the Bylaws of the corporation; ~nd B. TENANT is a duly qualified corporation authorized to 0:::0 busines$ in State of California. As used in this Lease, the term ""TENANT'" shall include TENANT, its agents, sublessees, concessionaires, or licensees, or any person acting under contract with TENANT; ho,",ever, the definition 'Of TENANT used he't'ein, shall not be construed t.o auth'Orize or permit any sublease or lice.nses not authorized or permitted elsewhere. in this Lease. L EXHIBIT A 16 i I l r· , ----.------------------.---------.-------.----------~---- .-r- .3. 'TIME (RL 2;.3) S Time is of the essence of this Lease. 4. SIGNS (RL 27.4) S TENANT agrees not to construct, ~ai~tain, or allow an' sign placed upon t~ PREMISES except as may be approv j by Unapproved sign.o:., banners, £.tc., may be remo-,'ed by CITY. 5. PERMITS ~~D L!CENSES (RL 27.S) S to be CiTY. TENANT shall be required to obtain any and all per:mits and/or li·::enses which-may be req"l.li=ed in connection with the operation of, and any approved TEN~~ construction upon, the PREMISES as set forth in this Lease. ~. MECHANICS LIENS (RL 27.6) S TENk~T shall at all times indemnify and save CITY harmless trom all claims for labor or materials supplied in connection 'With construction, repair, alteration, or installation of structures, improvements, equipment, or facilities .... ithin the PREMISES, and f['"om the cost of defending against such claims, including attorney fees. TENANT shall provide CITY with at le~st ten (10) days written notice prior-to commencement of any 'Work which could give rise to a mechanics li~n or stop notice. CITY reserves the right to enter upon PREMISES for the purposes of posting Notices of Non-Responsibility. In the event a construction$ either! lien is imposed upon the PREMISES as a result of such repair. alteration, or installation, TENANT shall A. Record a valid Release of Lien; or B. Deposit sufficient cash 'With CI'l'Y to cover the amount of the claim on the lien in question and authoriz.e payment to the extent of said deposit to any subsequent judgment holder that aay arise as a matter of puhlic record from litigation .. ith regard to lienholder claim; or C. Procure and record a bond in accordance with Section 3143 of the Civil Code, ", .. hich releases the PREMISES from the claim of the lien from any acticn brought to foreclose the lien. Should TENANT fail to accomplish one of the three optional actions within fifteen (lS) days after the filing of such a lien, the Lease shall be in default and may he subject to immediate termination. EXHIBIT A 17 L , -1.- .-. ;. - r • California Fair Employment: Prac:tice:s Act or simil3.r prc·.~isi'J!1s of federal law or executive order in tl'.e conduct of its activities under this Lease by the State of California Fair E!!lployment Practices commission or the equivalent federal agency or officer, it: shall thereby be foun<1 in default '..l.!"';;der this Lease, and such default shall constitute a material breach of this Lease. CITY shall then have the power to cance~ or suspc-nd th is Lease. in lJt-.ole or in part. 11. INSPECTION (RL 27.11) S CIT;: I S employees and agents shall have the right at all r~.asonable: time,s to inspect the PREMISES to determine if the provisions of this Lease are being co~plied ~ith. 12. HOLD HARMLESS (RL 27.12) S TENAnT hereby 'Waives all clai1:r.s, liability and recourse against CITY including the right of contr ibt.:tion for loss or damage -of or to persons or property arising from, gro .... ing out of or in any way cop~ected with or related to this agreement. TENAN? hereby agrees to indemnify, hold hann.less and d;:!fe.nd CIT¥, its officers, age.nts, and e~ployees against any and all claims, liability, demands, damag€5 1 cost, expenses or attorneys' fees arising out of the operation or maintenance of the property described herein or TENANT'S performance or non performance of the terns of this Lease. In the event CITY is named as co-defendant, TENANT shall notity CITY of such fact and shall represent CITY in such legal action unless CITY ul".dertakes to represent itself as co-defendant in such legal action, in which event TENANT shall pay to CIT~ its litigation costs, expenses and attorneys' fees. 13. TA.XES A.~D ASSESSMENTS (RL 27.13) S This Lease may c;reate a possessory interest ... ·hich is subject to the payment of taxes levied on such interest. It is understood and agreed that all taxes and assess~ents (including but not limited to the possessory interest tax) 'Which become due and payab'ie upon the PREMISES 0;: upon fixtures, equipment, or other p'coperty installed or constructed thereon, ~hall be the full responsibility of TEN~T and TENANT shall pay the taxes and assessments prior to delinquency. 14. SUCCESSORS IN INTEREST (RL 27.14) S Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, succe5sors~ executors, administrators, and assigns of all the parties hereto, all of ... hom shall be jOintly and se· ... erally liable hereunder. EXHIBIT A 19 L . "'2T ~ .. I . 1 , , ~ i I I J : 'j - 15~ CIRCUMSTANCES W"rlICH EXCUSE PERF'JR."1A.'I\lCE (FOF.CE ¥..A.1ElJRE} (RL 27.15) S If either par-ty hereto shall be delayed or prevented from the performance of any act required he~eunde~ by reason of acts of God, restrictive 90vernmental laws O~ regulatio~s, or other cause ~itho~t fault and beyond the control of the party obligated (finartcial ~ inability excepted), pertornance of such act shZlll be excused fer the r ·riod of the delay and the period for the perfo~~ance of any such I, ... .;t shall be ex:tended for a period equivalent to the period ot such delay. 16. PARTl:t ... , !NVAL!Dl'I''l' (RL 27.16) S If any t ., covenant, cond'tion. or provision of tt.is Le.a.se is determined to be invalid; \.' la, or u!"",enforceable, by a court of ,ccmpetent j.rrisdiction, the remainder of the provisions hereof shall re1!l.air, in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 17. WAIVER OF RIGHTS (RL ,7.17) S The fail.ure of CITY or TENA.."'T to insist upon strict performance of any of the ter-ms, covenants, or conditions of this LeCise shall not be de~'-med a ... aive.r of any right or relnedy that ern' or 'I'E:""AN'I' may have, and shall not be deemed a ;"aiver of the right to require strict performance of all the terms. covenants, and conditions of the Lease th£reatter, nor a ~aiver ~f any remedy fer the subsequent breach or default of any ter-m, coy~~ant, or condition of the Lease. 18. COSTS OF' SUSTAINING .AN ACTION FOR EREACH OR DEFAuLT (RL 27.18) S In the ev~_ J;ither CIT'i or TENANT COlO.."Cences leg!!l actie:n agair.st the other cla.illHng a breach or detaul t of this Lea$!;;, the prevailing party in such litiqation shall be entit.led t.o rect)ve!: from the other cost of sustaining such action, including reasonable attorney fees, as may be fixed by the Court. 19. RESERVATIONS TO CITY (RL 27.19) 5 The PREMISES are accepted "as is N and "where is" by TENANT suoject to any and all existing case:rnents, and cncumbr".nces. CITY reserves the right to install, lay~ constr~ct; maintain, repair, and operate sueD sanitary sewers; drains, storm water sewers, pipelines, manholes, and connections; vater, oil, and gas pipelines; telephone and telegraph power lines; and the applications and appurtenances necessary or convenient fer connectien there~ith, in, over, upon, thrc~9h, across EXHIBIT o~ 20 • "'"'1 ....... . '. ,or"· -. - and along the P~L~ISES or any part thereof. and t~ enter the PREMISES tor any and all such purposes. Cll"i also reserves the right to grant franchises, easements, ~ights of -..;ay, and permits, in, over, upon, through I across, and along any and a11 portions of the PREMISES. No right reserved by C1T~ in this clause shall be so exercised as to interfere unreasonably 'wTj th TENA.~'I" S operation hereu:lder. CITY agrees that rights granted to third parties by reason of this clause shall contain provisions that the surface of the land sh.al1 be restored as nearly as practicable to the original condition upon the completion of any construction. 20. HOLDING OVER (RL 27.20) S Tn the ev~nt TENANT shall continue in possession of the PRE...lo{ISES after the term of the Lease, such possession shall not be considered a ren-ewal of this Lease b\.:.t 211 tenancy from :month to month and shall be governed by the ccnditions, and co\tenants contained in this Leas"", 21. CONDITION OF PREMISES UPON TERMINATION {RL 27.21) S Upon termina~ion of this Lease, except as otherwise agreed to herein, TENANT shall redeliver possession of the PREMISES to CITY in substantially the same condition that existed immediately prior to TENANT'S occupancy. reasonable \olear and te:~r~ flood, earthquake} war, and any act of war excepted. 22. DISPOSITION OF ABANDONED PERSONAL PROFERTY (RL 27.22) S If TE..~Mt""T abal~dons the PREMISES or is dispossessed thereof by process of la'W or otherwise, title to any personal property belonging to TENANT and left on the PRr:MISES forty-f i ve (45) days after such abandonment or dispos$ession shall be deemed to have been transferred to CITY. CITY shall have the right to remDve and to aispose of 5uch property -without liability therefor to TENANT or to any p~rson claiming' under TENANT, and shall have no need to account therefor. 23. QUITCLAIM OF TENANTfS INTEREST UPON TERMINATION (RL 27.2) S upon termination of this Lease for any reason, including but not limited to termination because of default by TENANT~ TENANT shall, at CITY'S request execut.e, acknovledge and deliver to CITY within fi .... e (5) days after receipt of written aemand thereof, a good and sufficient deed whereby all rights, title, and interest of TENANT in the PREMISES, is quitclaimed to CITY. Should TENANT fail or refuse to deliver the required deed to CITY, CITY may prepare and record a notice reciting the failure of TENANT to execute, acknowledge and EXHIBIT A 21 '; , ... ~.c.··.··.·····'l ·_:~--:'~··l ,. --I I 'I i J I ~ .... ,' j .-' I --1.' i ., ~ - dp-liver such ~eed and the nctice shall be conclusive evidence of the termination of this l.ease, and of all r~ght of TENANT or those claiming under TENAJ.'l'; in and to the PP.DUSES~ 24. CITY'S RIGHT TO RE-ENTER (RL 27.24) S TENANT agre:es to yield and peaceably deliver possession of the PREMISES to CITY on th~ date of teL-mination of this Lease, whatsoever the reason fo~ such termination. Upon givinq ."ritten notica of termination to TE.NA.-~T, CITY sh-3.11 have the right to re-enter and taJc.e possession of the PREMISES en th1! date such termination becomes e!fec~ive ~ithout fQCther notice of any kind and without institution of regular legal proceedings. 'Termination of the Lease and re-entry of the PREMISES by CITY shall in no .ay alter or d.im.inish any obligation of TENANT under ttJe Lease t.erms and shall constitute an acceptance or surrender. TENANT waives any and all rights of redemption under any existing or future law or statute in the event of eviction from or dispossession of the PREMISeS for any reason or in the event CITY re-enters and lawf~lly re-takes possession of the PREMISES. 25. CCNFLICT OF INTEREST (RL 27.25) 5 T~~~~T warrants and covenants that no official or employee of CITY nor ~ny business entity in which any official or employee of CITY is interesteQ: (1) has been employed or re~ained to solicit ~c aid i~ the procuring of this agreement; or (2) will be employed in the performance of this agreement without the divulgence of such fact to CITY. In the event that CITY determines that the employment of any such ~fficial. employee or business entity is not compatible ~ith such official's or employee's duties as an official or employee of CITY, TENANT upcn request of CITY shall immediately terminate such elClployment. Violation of this provision constitutes a f;.crious breach of this Laase and CIT¥ may terminate this Lease as a resu!t of such violation. 26. E!(INENT DOMAIN (RL 27. 26) S In the event the ~hole or any part of the PREMISES are condemned by a public entity in the lawful e.xercise of its power of eminent domain, this Lease shall cease as to the part co~demned. The date of such termination shall be the effective date of possession of the wbole or part of the PREMISES by the condemnir.g public entity_ If only a part is condemned and the ,~~demnation of that part does not substantially impair the capacity of the remainder to be used for EXHISIT A 22 , ~ ..•. ; .. : :'I~ '-. ;-~ ,-, -:7j:' .... = ... , ... j <j i ~ ~ i I • - the pl.::cposes required by thi.s Lease, TEN.ANT shall ccntinue to be bound by the terms, covenar.:t_s and conditions of this Lease. Ho· .. ·ever, the then c~rrent minimum annual rent shall be reduced in proportion t~o the relationship that the ccmpensati0n paid 'by the conde.mning public entity for the portion condemned bears to the val~e of the entire PREMISES as of the date of possession of the part cond~mned. If the condem..T"l_ation of 3. pa.rt of the PREMISES substantially impairs the capacity of t~e remainder to be used fer the purposes required by this Lease, 'l"FNAN'l' -may ~ A~ Tenninate this Lease and thereby be absolved of obligations unoer this Lease which have not accrued as of the date of possession by the condemning publi~ enti~y; or B. Continue to occupy the remaining PREMISES and th~reby continue to be bound by the term.s~ covenants and conditions of this Lease. If T~ANT elects to continue in possession of the remainder of the PREMTSES, the then current annual minimum rental shall be reduced in proportion to the relationship tha~ the compensation paid by the condemning public entity for the part condemned bears to tho:!: value. of the entire leased PREMISES as of the date of possession by the condemning public entity. TENANT shall provide CIT'i with written notice advising CITY of TENANT'S choice within thjrty {30} days of possession of the part condemned by the condemning publ ic entity. CITY shall be entitled to and shall receive all compensation related to the condemr.ation of all or part of the PREMISES by the exercise of eminent domain except that TENANT shall be entitled to that portion ot the compensation which represents the value of the TENANT constructed impz'ovements for the remainder or the Lease te~~ The amount to which TENANT shall be entitled shall not exceed the actual cost of improvements constructed by TENANT reduced in proportion to the relationship of the remain.ing Lea_se term to the origirJal Lease term, using a straignt line approach. 27. POST-ACQUISITION TEN}L~CY (RL 27.28) S TENANT t.ereby acknowledges that its occupancy of the PREMISES is subsequent to acquisition of the PREMISES by CITY. TENJo._·"lT further understands and agrees that as a post-acquisition tenant, TENk~T is not eligible and fUrthermore waives all claims for relocation assistance and benefits under federal, state Dr local la~. 2S. HAZARDOUS SUBSTANCES (RL 27.2S) S A. Definition. As used herein l the term 'IHazardous Materials" means any substance ot" material "Which has been detenni.ned by any EXHIBIT A 23 L ., ..........•. ; ... . ' .-'---' . ---:- ~ .. t I l , state, federal or local g~vernmental authority to be cap~ble of posinq risk cf injury to health, safety, and propertys including petroleUlll and pctrole\.i.m products and all of those matsrials and substances designated as hazardous or toxic ay the U.S~ Environmental Protection AgencY$ the California water Quality control coard, the U. S. Department of L~bor, the California r'lepartment of Industrial Reli!tions j the California Department of Health Services, tile california Health and 'We-I fare AgEncy in connection 'With the Safe Water and Toxi c Enforcement Act of 1985, the U.S, Depart~ent of Transportation~ t.~e u~s~ Depart~en~ of Agriculture, the U.S. Con~~er Product Safety Co~ission, the U.S. Depart'ment .of Healt.h and HUlll:A'!'l Services, the U.S. Food and Dr.J.q Adl!linistration or any other goverru:<.ental agency now' Clr hereafter authorized to regulate. mate.!'ials and substance.s in th~ environment~ Without limiting the generality of the foregoing$ the te.t'1r.-IIHaZardo\ls Materials" shall inch .. de all of those materials and substances defined as ntoxic materials· in Sections 65680 through 1$6685 of Title 22 of the California Code of Regulations, Division -4, Chapte;r 20 , as the same may be ~anded from ~ime to time~ B. TENA..~JS Use of PREMISRf',. During the term of this Lease, TENANT shall ahide and be bound by all of the following re~~irements: i. TENA...~T shall comply with all laws no'W or hereafter in effect relating to the use of Hazardou:i Materials on, under or about the PREMISES, and TENANT shall not contaminate the PREMISES r or its subsurfaces t with any Hazardous Materials. ii. TE. ... ANT shall restrict its use of Hazardous Materials at the PREMISES to those kinds of materials that are normally used in constructing the Proje.ct~ Disposal of any Hazardous Materials at the Premises ar-e strictly prohibited. Storage of such pe~issible Hazardous Materials is allowed only in accordance .. ith all applicable laws now or-hereafter in effect. All safety and :monitoring features of any 'toraqe facilities shall be approved by CITY'S Fire Cr~ .... e.f in accordance: with all laWS. iii. TE...N"M'"'T shall be solely ar.d fully responsible for the t"eporting of all H~Z5:rdous Ma.terials r~lea$es to the appropriate public agencies$ when such releases ar~ caused by or result from 'fENAA'""T'S activities on the P-:.c.£MISES. TENANT shall immediately inform CITY cf iSny release of Hazardous Materials, whetner or not the release is in quantities that would otherwise be reportable to a public aqency~ iv~ TENJ.NT shall be solely and fully responsible and liable for such releases at the Premises, or into CITY'S se'Wage or storm drainage systems. ~ENANT shall take all necessary J.ElI.ASF.s IJL2.J> ... C:OC --~---- EXHIBIT A 24 o precautions to prevent any of its Haza!"dous Materials from entering into any storm or se .... age drain system or from being' released on the Premises. TENA.t-;T shall remove releases of its Ha.zardous Materials; i!'l. accordance with all laws. In addition to all other rights and remedies of ~ITY hereunder I if the release of Hazardous Materials ca\lsed by TENANT is not removed 0)' Tr.:NANT 'Within ninety (90) days after discovery .by TENANT, CITY or any other third party, CITY :nay pay to have th,,::. sa.me removed an.oj 'rENA.."{T shall reimburse CITY for such costs within five (5) days of CITY'S demand for payment. v. TENANT shall protect, defend, inde~_ify and hold harmlr.ss CITY from and against all loss, damage, or liability (including ~~l foreseeable and unforeseeable consequential d~ages) and expenses (including, without limitation, the cost of any c12anup and remediation of Ha~ardous Materials) which CITY !!lay sustain as a result of t:he presence or cleanup of Hazardous Materials on the PREMISES. vi. TEN.}..NT'S obligation under this Clause shall survive the expiration or earlier termination of this Lease. 29. ALL COVENANTS ARE CONDITIONS (RL 27.30) 5 All provisions of the Lease are expressly made cOr"ldltions. 30. PARTIES OF INTEREST (RL 27.31) S Nothing in this agreement, expressed or implied, is intended to, or shall be const.rued to, confer upon or to give to ani~ person or party other than CITY and TENA.~T the covenants, condition or stipulations hereof. All COVE:1ants, stipulations, promises and agreements in tnis Lease shall be for the sole and exchlsive b'EI"'.efit of CI'I"Y and TENANT. 31. RECORDATION OF LEASE (R~ 27.32) S Neither CITY nor TENANT shall record this Lease; ho",'ever, a short­ form memorandum of Lease. mal' be recl")rded at CITY'S request ~ ·L EXHIBIT A 25 .. ' uJ I-<n ..J 0 0 I I <.l if) I I ... ·UH '! - c· S 1!a1I-I'O ~ ~~ v l~ .( 8. J f- Z III > o o o ~==~.,. 1 f 111 I ,I 'I 1, L ,,, • r- II . • \ ,. i I, - J .... .;.,' ,; -~ .. '" . ....-,.: ""-,i.l , ~ .-.,,:; ',:1,' ~ ~;,. "" ----------' '> ) , . ',:!,'''' , - GUIDELINES FOR SITE USAGE L Gen.eral Use A. TEN~~ shall provid~ the foll~win9 uses and services from and on thE Ventura site: 1. TENANT shall provide. a variety of child c.;are services including but not limited to basic child car-e and a community resource room used jointly by TENANT, and the Community. 2. TENANT shall provide programs necessary for basic child care services. 3. Classroom 9 in the short winq shall be su:bleased to Peninsula Information' Referral Agency (PUIRS) a!':id shall not be charqed rental fees by TENANT or city. A des~ and phone shall be set ~side, as is currently the case: for the 4C's Council of Santa Clara County, to provide child care information and referral, and technical assistance to the child care community. 4C's of Santa Clara county shall not be charged rental fees by P~4IRS, TENANT. or the city. PACCC may charge both organizations a prorated share of cUstodial and utility charges based on square tootage utilized. 4. TENANT shall occupy the school administration building and will use the space for the administration of PACCC center's city-.ide and :;ite management activities.. A conference room located in the office building shall be used by community groups for special meetings as available in accordance with Attachments ~ and B of this Exhibit. 5. The multipurpose room conditions described EXhibit~ ~hall be subject to the same use in Attachments A and B of this 6. TENANT shall coordinate the use and/or sublease of classrooms 10, 11, 12 and 13 by other -non-profit­ agencies. Sublease shall be ir. conformance ~ith clause IV (SUBLETTING) and with City and Facility use conditions set forth in attachments A and B of this Exhibit. EXHIBIT 0 (1 of 5) L : , , c,j H , ~, - 7~ open space is divided into two types. Fenced off space attached to child care classes shall be used for the TENNlT' 5 programs. Said space is shovn cress-hatched and lab~led on Exhibit B. All oth~r open space is subject to the same use conditions that govern the use of City parks in this class or specified Park Use Regulation of the Municipal coae. 8. TENANT shall throughout the term of this Lease provide a child­ care center from a portion of the College Terrace Library. Said c~ild care center shall be located within the area sho~ c~oss­ hatched on Exhibit c. II. Additional Site M~nagement -ventura School Site TENANT shall be responsible for general management of the ventura School Site, including the follo","'ing: l~ TE.'lANT shall ensure that affiliate orgar.izations occupy space in compliance with prescribed child care programming. 2. TENANT shall maintain a master events calen.dar and a use calendar of available building space for public use, 3. TENANT shall ensure that use of the multipurpose rooz and other <:tvailable classroom space 'Jill comply with City Facility Use conditions (see attachments A , B of the Exhibit) • 4. TENANT shall open locked rcams .... hen scheduled for non-City sponsored ~ctivities and secure same seven days per week. 5. TENANT shall ensure that all subtenant(s) maintain current certificates of insurance, in accDrdance ..,ith clause XV (I~SORANCE) of this SUBLEASE. III. Securit~_J}d Safety 1. TENANT shall maintain general security of the Premises. 2. Any violation of law shall be repor~ed by TENANT as soon as possible to the proper authorities. J. TENANT shall ensure that all locks and safety s}?stas are operating properly and shall provide City a ~aster key to all doors on the premises. EXHIaIT D (2 of 5) - ~. TENANT shall secure the Premises on a daily basis includinq those special events and activities not sponsored by the City during weekday evenings and on ~eekends. 5. TENAN'I' will not be held liable for ~erscnal injuries occurring on the premi!;es d'..1rinq events 6upe:-vised by other agencies or occurring during those hours when no child care activities are beinq held or when other activities sponsored by, or under the control of others, are beinq held. 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'~e -'v:~, ,~~,,: f~~l :-o~"'"O:'/!l :'e t;",,. of '",~ ,,-•• ' :~~:" ~',; ~,'~~: ~ r_:( ~:~-:T'~ c,::;c ~~ AO'LI:~~~'~ (He,l; ~;£ ',-'-~ 7-, -',' ,::' C,;~'~f5. ?EP~liI. CII ~!,~C,,';'"IJ~. ~. .",.-?':>IT ~i~r"~~'I:-:-. .. .. ~ ."1'0' ~'"l Lb-"~ c" a' '0< ',~-' ... toe ,.~~:~: cha~;:~;. ".,_; r;, .. , ,<'" -_" :,,, ~ ... ,-".., <.e ....... t't ;o~",:.,.,.\",~,~ <'~\~''''''<!,"' ~ ~'","",: ... " ,.~,,,'-.! .>~,. ""'J~, o~ , .... '-a~,I' :'; I~~,,~ u~.e ..,~~t ..... ' •• " '" .~ ·,e~en.l"". T-<E "7~~~;)"~-IS ~~.,. C;'< ~."' ,:~ ~e:u.-~~ ~,,,,,, ... IS ~r~~~~ or ~~, t:-~ -: ;: -.,."~,-,,m'.:~ e .. e"~! .. ·'le' .. ~o"O' t>" ~,:~. :~ '", "~C..,."" """"!;", fo' "~\' c:"'''" !Y;l~ c' on:,:,. ~~, .. "-'" d"' c',.-",~ ~,;~~ (;nc' .1,~" ~e:~'~;;. ood c~ .. ~~-~:,: ,.; I' ~~ d ... ~_c .. ,..c • ·c· "'. :.~~,:, ,~,~~~ !'l~ 'Il<,:>",-r, ~, ·v tc:~1 0 .. '-''','.'. ~'~ .. "'"" '-';"""'. ,"--c,,-~,-~, 9. ;:'E'17.~~ 'r~UE, '""'t: .. ~:~ 'e~~"~~'~'!" (ro,' :"', \~r'_;l ;-~~d'~' ,~, I,.", ":: .. ~~_ ~.; •• ~,:. ~:;: s~c" __ ~"~. ~I' ac:i,.:t'e~ """,t nO' ~o~~! .. c:eo C, l~ ",,~,.,q"~ "~;"" ''''~, ~~ ~~-~~; ;:; ',-0 ~~: .. ~. ~". '~~ :, -!""~1'. ~"'.H" 'r;"~ 1':~"-'u~5 ,:~~~~,I 1;". --,"~~ "~I~'~. cf '~~'~' ~~' '~. ~'r" C', •. ~ "~ .. ~-~~ .. ~: I-~ ~~. 1. ,."" ... :~-,<.,,-,,:~ ")' -,[ I), ,",~ _~~",~ L ~c:''!:~ J,~:, ."liE" ~''if •. ': ~ ~~, '~:;,I-', .' '" ~ ~<-. ~~~ ~~~-~, ~,-., 5 ... ,,~ .. cr:-:o ;~~ ,_;~.,,1 '.'-lli" ·e'""::·-:~~ ~,,-_,".. .""~,,,'<'-:~ .... ! ~c' ~"" ~" .' o~,,; ,."in .... :. , ... <;~"",,'\.it>l~ fc' o~ .I.:":~~.a ... ,"'<-I,~~~.< •• f .. ~"",r,< "'~"~ ~-"",~ t. ""0, -,' ...... I,~ r-.. ~"" r .. f-",""' .. nr~ .. '" n, b~ .old. 11. S~U~D !I!~T~!CT!()~5. "e''''''H'" ""~r ,11";." r" llry ,,"~ ':l'C'-"'~~~~ '"-'t-'''J~.-r"~~ ~: ", ~~lo. ~,~~ ,~.d' ':.,,' ~)f ;>.;)I:(~ rps;>M .... '" ~~', r,c,:se ,,,,,~I"'·" """""ro/'~'~ '~'e><'~->'~:~ 'c" ,....-: 0'-,;0-,. ~~~ Ie'"-' 1~ .. 1 ~,,-"" O~e r,'e~l "~H n", in,~~f .. ,. "i,h "11-", Hn~,:>le~ ~.,~~r~ ,", PI':'~~. c'~" e-f rh" ";"0,0 "LJ~' ';~ ~~'!tn~ .. ~ i~ .. d',,~~,~ '" I~ t"''' "oc"'" "~-~O~', p ~",C ".~ ',~ " ,,-, • ..,.: Iv c-r:"" ,,,'r~ :.- ','~~~: .C'<:';:~l>n .. r t'J~;ng;1 t"e ~~!.,",n<ib I"" ,,",~ "-~':"""''' D' ,". P. r~,,"" (o~: C,l, ~~"c" ... c n'd~~ 'c,'e'\ -ii' ~e ~'r--~', ih .. f~ ... flO' iI t,,~~~'r :;r.,d" a~'" In ,,~ (u ,.-,,1 ~",", ... ,' i>.cd't", ,'!oJr. ~~ ."'~~ ~'~-·Dl..~ '0"'-"o':al f~,.. \3, tl<."'I: ~£<,O]"S',!I~,~,f.'" ~~ ,,~. ~t'~',n',; A. ~=o 0-:'~~e' .. ~~' ~~,: I,.d C" cr".,,"~d Cl" ,,~c f '''_0' "",<" 0" ,"1"'J"~d ,_~ ;...,.p~ .... ', s. rc~~ .... r~',!ity ~ufe. ;~~",,:,,,. Ih~ h"c""nc. no< '"0. q~~I,~~. '~~"", .. "c "f ~." C. ;d",,'e r" ~ .. ~ .. c;" ~:"':t ~.r::>1 I~'· ~;". -il")'., ,,-,,-~<' l~r, .. ,,, ,·,Il' .11 ""C'. "' 'dt:,. """",' ... 'c ..... f '! '!t .. ,.~~"t 'IIC' L.r,Hl'iO Ct..~O-.'>. J~~~'~. ',,'1 '_('~'~'; ,~.:, ":""" "f '"e foe'I;,. D. ()";~"! ~ .. d"ns ri"'ir~ "I p',H'~d .. , '''_ .~, I:'~, £. ~"m<"l'~ 11,11 t~UM ... ~'b .. "" <l~~"~ .. t,:.,,. a-';! :~I~~ "",I", .. :~ ".,_"1, ,:; .;'." "J ~,:CO ~~ ~[:,";.~,'> ':"" TO ~r~~ 11\1. , .. ATTACHMENT A OF EXH!BlT D (4 of 5) L .~.::.: .. -'--,-, --l. "-_: .. - :.,,;. SPECIAL FACILITY RESTRICTIONS Ventura School Site NO SMOKING is permitted in the M\.;.lti-purpose room or in the class rooms P£NTAL FEE SCHEDu~E - Multi.-purpose Room Classroo:'tS Kitchen (full use) (access per activity) FACILITY ATTENDANT SERVICES (Fee is hourly rate per attendant required) O~stodial SErvices (OVer-tjme & Weekends) Buildinq Attendant Services {Over-time , Weekends) Pa~k/Gym Attendant Services (Over-time & Weekends) DAMAGE , CLEANING DEPOSr-r $60.00 $10.00 $ 7.50 $ 3.00 $12.00 $18.00 $12.00 $18.00 $12.00 $18.00 $50 to $300 per event ATTACHMENT B OF EXHIBIT D (5 of 5) ~fl· ~". l-f