HomeMy WebLinkAbout0248.093-
April 22/ 199J
HONORABLE CITY COUNCIL
Pale Alto, california
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llEOUES'l' POll PROPos1t.LS -O~'r.J...Q.2:" TO LE}l.SE CITY-OWNElt _~WI.M/TENNle:
~ACI:tITIES AT 3005 J4I~P.LE:rI!Ltl R01>,D
Members of the Council:
Report ill Brief
This report requests that Council l'wld a public hearing and
transmits the Request .fer proposals (RFP) for the city-or.med
s~imJtennis facilities located at 30D9 Middlefield Road (kno~n as
the former Chuck Thompson site) for council app!'oval prior to
solicitation of responses.
Backqrou!lid:
In November 1985, the citizens of Palo .~lto approved ballot
measures authorizi~g the City to exchange p~blic land for a 3.74-
acre site on Middlefield Road. The Middlefield Road site included
the outdoor ice skating rink commonly knor"m as t,he Winter Lodgej a
swimming pool, a small gym and five tennis courts, commonly known
as the former Chuck Thompson slJim and tennis center si'::e; and a
vacant lot at the front of the site formerly occupied by a Shell
gas station (see Attachment A). T;1.e exchange of lands was
completed in September 1986 and included a condition that Shell Oil
COlll_paT'.y remove gasoline resich..l,=! from the soil and ',",'ater. In July
of 1989, tl1€ coullcil approved a t .... er.ty-year lea.se of the winter
Lodge p.?rtion of the si te to Cc;:nmuni ty Skating, Inc. The remainder
of the 5i te ,former Chuck Tc.ompson site) -was leased to the Palo
Alto Your.g Men's Christian Association (Yl'KA) on a one-year lease,
pending a decision by the YMCA on hOI,,' this site fit into its
overall plan for YMCA facilities in Palo Alto. In September 1990.
the YMCA l'lotified the City that it would b~ concentrating its
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efforts or. its Ross Road sits a.nd ter:n:r',~t.:d th.~ lease. On october
22, 1990, t.ha: Council djrected staff to prepare a request for
proposal for the long-term lease ,:;.[ the :;-.. 'im and tenI".is court
facility and return to Council for approval of the RFP.
Staff has delayed returning to council with the PFP, pending the
completion of the expansion of the Winter ~G1ge and the clea"1ing up
of contamin,lticrl 0:'1. the portion of the site for:n1erly occupied by
the Shell gas station. In 1992, Co:r.-::-::w.nity SY.ating, Inc. completed
the expansion of t!"',e indoo::: ice skating surface and relat02d
facilities, as part of its appr-oved mas.ter development program for
th.;: Winter Ledge. St.i11 to be completE'.d is the paving and striping
for the vacant fro~t lot for:rne,rly occup ied by the Shell statj on and
the re-striping of the existing parking lots. In February 1993,
Shell Oil cornpan:l completed i-cs cleanup of soil contamination. The
ground 'Water cleanup, ,...hic::h ""ill continue for another ten years,
has been contained 'to a sma] 1 fer,ced-in lr.P"Idscaping area near
Middlefield Road~
The L5-acre swim/tennis site t.o be leased is adjacent to and
behind the Winter Lodge and i~cludes-five te:-:n::'s CULorts and a pooL
The gym formerly on the site was denolished in 1990 due to
earthquake damage. The pool ",'as dr-ained before tr,e City tock
o·wnership of the property, has not been used since, and is in poor
condition~ Fou!" of the five tennis cou.r:-ts are in relatively good
cQ:ndition and are currently being used by tennis players on a
first-come, first-ser-ved basi~. The ac ... ::ess and parking for the
site 'Will be shared ir, COr.l~cn ",ith t.he ';.;inter Lodge (see Attachment
A).
The attached. RFP consists of ar; lr.fcnr~ation Flyer (s\,!r;".:;,arizing the
offering) and d Proposal Pa c}:~:I'~e (ir·ch.:ding Proposa I Forms,
Proposal Questionnaire, option to Lease and Lease). The intent of
t..he RFP is to lease the property for ten years with a five-year
oi,)tion to re.r:e ... to an operator who lo.'il1 up';rade, 'maintain and
operate the property as a recreational facility .. accessible to
people of all abilities, '..,:hich rnay inclUde tennis and/or Swimming.
The RFP is summarized i'1 Attachr.ent B. Major provtsions and
requirements of the P.FP, option to Lease and Lease are as follows:
Use of the Proper~y
The RFP states that the City will consider proposals for either a
tennis-only facility or a s~im-only faCility, or a combination of
tennis and s'Winrning" However, the RFF also points out that the
limited parking on t.he site is sl"1ared .... ith the adjacent Winter
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Lodge ice 5xating facility, and that the number of parking spacE:s
required for a cOl7lbination tennis and s\dm facil i ty, it peak.
seasonal use and peak daily use is the same as t~e Winter Lodge,
may impede the combination of beth tennis ar.d s· ... ·imrnir-.g on the sit.e.
The RFP encQur.(l.ges tennis and/or s· •• :imrr.ing instruction. According
to community Services staff, there is a i"leed for these services in
Pal~ Alto l and the existing I-shaped pool config~ration is ideal
for s'Wim.'"!'Iing lessens. Making the facilitie5 availatl.e iSnd
affordable t.o the publicI in particular Palo Alto residents r is
also encouraged.
Palo Alto Tennis club
In response to Council's request at the Octob~T 30 1 1990 Council
meeting, 5taff has contacted the Palo .~lto Tennis Club to solicit
its input regarding a public use of the cou.rts .. 'hich would be. self
sustaining. Chuck Bradl€y~ staff's cont,';Ict ...... ith the Board of the
Palo Alto Tennis Club, has be.8n very cooperative and helpful in
providing staff ...... ith information conce~ning ter.nis use O~ the site.
The Tennis ClI. .. b is supportive of tl1e City rs intent t.o reque'!:1t
proposals for the site which could include tennis, and may submit
a pr-oposal in respons~ to the R..FP.
Parking
The entire site, as configured and with planned paving and
stripir.q, '"«ill have 115 park ir,g spaces. The required parking for
the Winter Lodge facility is 104 spaces r leaving 11 surplus parking
spac-es which could be used by the other facility on the site
(swimming and/or tennisl ~ The operation of only the existing five
tennis courts -would requ i.re 5 spaces in addition to the 104
required by the Winter Lodge I so parking would be no proble.m. A
te.nnis··only facility " .. ith the additio)"'J of a 1, DOG s;quar", foot
bui Iding 'Would require approxi::cately 11 parkin; spaces, the nu::":',ber
of existing surplus spaczs. H01o,,'.ever, a faci 1i ty offering b'jth
tennis and s·II..'imming and the addition of a building similar to the.
one that Vias den.o1ished (.3,000 square feet) \oI"ould r-equire 152
parking spaces. Even if the swimming/tennis facility did not
operate year-round, but only in the summer · ... hen tbe Wint_e.r Lodge is
closed (Mar 1 through September 1), parkirlg ,",'Quld st.i 11 not be
adequate unless addi ti ona I spaces are added on the site. One
possible option \,'ot.:ld be to remove one or t1o.l0 tennis cour-ts tc add
parking. [See Attach~ent A t~ Information Flyer fer ~ore detailed
parking infor;r.ation.)
Required Improve111ents and Estimated Costs
The City-required improvements ""ill deper,d on the proposed use and
developmer.~. The RFP iaentifi"=:'s the minimum required irnproveruents
and estimated costs for use cf the site Ijas is" for tennis only~
The RFP emphasizes that the addition of a building en the site or
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use of tr.e pool .... il1 involve signif ican~ costs ir. a'.:k!ition t~ those
listed for an "as-is" ten.t1is-,:mlj' use of the stte. For any
propvsed operation not using the pool, the city ""ill require that
the pool be filled ~nd co~pacted. Costs to pave and maintain the
commor. access and parking lots \odll be shared '.;ith the i<,'inter Lodge
and .ill be based an the Mumber of parJ.r.ing spaces required tor the
proposed use,
The estimated total cost for the mini:r,.u~': required improve:ments for
tl'e "as is" tenr.is-only use is S~3,800. These i~F:rove;nents and
estimated costs include:: fill ing and conpactl.ng the pool
($20,000); upgrading the existi~g courts ($l<,~OO); a share of the
cost to pave the front parking lot (57,500); and a share of the
cost of parking lot JT!aintenance for one year ($1,800). The
estimates of the proportional costs to pave the !ron~ lot and to
maip.tain the par-kiw; lots are based 0:1 the number of regu ired
parking spaces (5 spaces f,:)r t.ennis-cnly use c-f the site "as-is"').
Required Proposal Info!'!:1dtion and Evaluation of Proposals
Proposers will be required to provide the information outlined in
the City'S policy for the Leased l1se of City Land/Facilities, ar;;d
considerat.ion ,\'ill be given tc this infor;:'\ation i!"l evaluating the
proposals. This inforrnatior; includes: 1) the extent to -·.r,.'hl.ch the
proposed use satisfies a t:ublic need; 2) the consis"Cency of tha
p~oposed use with City goals and objectives, as set forth in the
Comprehensive Plan and z.oning ordinance; 3) the impact of the
proposed use on the neighborhood, c'J!!',,-"!lunity and ~nvironm€nt; 4) tht=
degree of public access and fees to be charged to Palo Alto
citizensj 5) the monetary and non~Dnetary consideratic!l to the
City; and 6) the history and asse'_ssment of t..he proposer's ability
to carrj~ out the constructi-:'Ii and operation of the facility and
services as proposed. In addition, proposers are required to
provide information concernir.g the irr,pact. of the proposed use upon
the Winter Lodge operation and eviden=e of the p~opos£rls ability
to Il'laintain good relations 1.d th users of the fa:::i li ty, the ... ·inter
Lodge and neishbors. of the facility.
proposals will Le revic .. 'ed aile evaluated for recor.u;].enaa'tion to the
city Council by a proposal evah'atioil committee camp:"ised of City
staff.
Option to Lease
Once a successful proposer has been selected by the City Ca~ncil
~nd the option to lease has been executed, the optionee has up to
two years to meet the conditions necessary to exercise the option,
During the t·.,.:o-year pe::-iod, t;,s optionee roust submit development
plans to be revie ... ed and approved by the Archi tcctura 1 Revie\fri
Board, Planning CQn~ission and City Council; acquire all required
permits for the proposed development; and provide evidence that
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sUfficient finances are available to co~plete Lhe propo~ed
improvements.
Lease
The t~rm of the lease is ten years: with a five-year opticn to
renew. Required use is recreatiDnal, swimrring and/or tennis. The
minimum rent has net been established. The anol.l:lt of nonetary rent
vill depend upon the nature and value of the improvell'lents and the
public benefit (nor:m-monetary cor:sideration) proposed. Required
improvements under the lease are those improveMe~t5 identified a~d
shown in the plans approved by the City during the option-tc-lease
term. It is alsO' required that the te_ilant be respons ible for a
share of the annual parking lot maint~nance.
Proposed Schedule for solicitation
Upon approval of the RFP by Council, staff 1o.'ill advertise the RFP
in l:>cal ne ... 'spap~rs and send the Infot":r.1ation Flyer to the City's
surplus propert~' mailing list and t.., those persons and gz-oups who
have expressed an interest in leasing the site.
Proposals wjll be accepted until July 20, 1993. sealed proposals
'Will be openo:!d at 3:00 p.!::. Proposals ".'ill then be reviewed by the
evaluation. committee using the criteria listed in the RFP and
Proposal Package. Th~ propcsals and reco~~endations for a
successful proposE-I" .... ill then be forfJarded to the Cit~· council.
An environmental impact asssssmer.t, as may be required by the
California Environmental Qualit), Act, 'Will be performed in
cormection with the proposals that staif '..l.lti!Mtely prasents to
Council.
Recommenda t io_n
staff recommends that CO\.Jrlcil approve the attached Request For
proposals package and direct staff to solicit proposals for the
leasing of the s~i~Jten~is facilities located at 3005 Middlefield
Road.
CJom:2413:9J 5
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Respectfully submitte~,
2~/~"l·-k...
JAl'! E'r FREEl..".ND
Senior Fil"'.ancial Analyst
rt;,
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EM! ;; .• 4>.H.~~"'<.J(~-
D::~ of 17()1 ~ce
/JtifIE FL~! ( Cry ~nager V
"Related staff reports: CMP::426:6
CMR:376:9
C~'tR: 525.: Q
CMR; 5,n: 0
CMR!5U:O
Attachments: Attachment A (map}
Attachment B (su~marYl
Request tor Froposal, inCluding:
Information Flyer
Proposal Package
co: community Skating/Inc
Palo Alto Tennis Club
Paul J<ramer, President of the Mic:ldl"3!field Ho:rr:ec''''ners
Association
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/' ~ '~ I " SWilTl & T~;mis 51 te
3005 MI~dlpfield Rd
(former l~hlJck Thompson
! site' ,---'" ~'C"" .-.... ---
J i WinterlOdge, ,,', • ;'('" ': 0"'" I_ i, 3009 MHldle.fwl ,1 ,,_. ;0 '''> !
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SUMMARY -SWIM/TENNIS CENTER
REQUEST FOR PROPOS~L
Tl'!e Rp,quest for Proposal (P:FP) consist.:: of l~) the Inforr:aticn
Flyer and II.) the Propos31 Package.
The Information Fly'2r sum1Tl.ari zes the offer lng and ' .. '111 be sent
to interested persons or organizations. The Infor:Tlation Flyer
includes the following information!
A~ Minim'.2m bid (~1. OOO) and d~te the proposals are d 1je
(T1.:..esday, July 20, 1993).
c. General description of tt-,e pr0F-erty to be le.ased l
including a location and parcel ~ap.
C. Statement of Intent of the RFP and requirements for-use.
D. Required improvements for minimal use of the site.
E. summary of the terms of the opt ion to Lease a.nd the
Lease.
G. Instructions for obtaining the Proposal Package.
II. Proposal package
The Proposal package summarizes the proposal requirements and
prof:edures and lists the valuation criteria. It includes the
Proposal Forms I Proposal Questiolmaire, the. option to Lease
and the. Lease.
A. option to L,,=--ase -The term of the Option is 2 yea!"s, -3nd
it may not be '2xercised until the Optionee hac:; fulfilled
the follo" .. ;ing conditions:
1. Paid the purchase price of the Option.
2,
3 •
submitted schematic
i:ropI"ovemants ;"'ithin 6
the Option.
plans of all proposed
!!"onths of the cominenCetTient of
Obta ned Architectural Review
Conrr. ssior. and City Council
deve opment plans.
ATTACHMENT B
Board,
approval
Planning
of the
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~, 4.
5.
Obtained approvals of the city Er:gineer and the
Chief Building Cfficial of t.he ccnstruction
dra ... in,;s. including a constructiof'! schedule.
oetained any necessaz-y perm..!. ts
cl~ara~ce5 for the proposed
i]'!'",provements.
~nd environ);:'l€'ntal
operation and
6. satisfied the Director cf Finance that sufficient
funds a~e available to intplement plans approved by
the City.
7. Obtained completion/performance bonds suff i cient to
ensure funds to co:nplete the apprc'ved plans.
8. Paid the security deposit required by the Lease
($5 r OOO) •
B. Le~se -The key provisions of the Lease are as follows:
1. Premises: The property and improvem-=.nts located at
3005 Middlefield Road and shared parking and
access.
2. Required uses: Recreational use -swimming and/or
tennis.
3. Term: 10 years with a 5 year option to renewa
<.. Rent: A minimu2:1 rent has not been establ ished.
The amount of any monetary rent will depend en the
nature and value of the improvements and the pUblic
benefit (non-moneta-. .) consideration) proposed.
::.. Improvements to be made by Tenant: Required
improvements a~-' those improvements which are
ijentifiad a~d shown in the plans approved by the
city during the Option period.
6. construction or additional alteration by Tenant
subsequent to the initial construction: Tenant may
net make any changes to the property wi~hout prior
city revie~ and approval.
7. Maintenance ar,d repairs: Tenant shall be
responsible for all maintenance and r~p2.irs for the
leased premises and for a share of annual parking
lot maintenance based on the required number of
parking spaces and the number of :months the
facility is in operation~
ATT~CKMEN'I' !II - 2 -
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s. Any assig .... 'lment or encuT:,br.a~ce of the Lca:3E! ~1Jst
receive prior City approval.
9. Taxes ~nd AsseS3ments, ~tilities: Tenant shall be
responsj,ble for all costs for utilities 2nd ta~es
and aS5essments for t;-:e property.
10. Ins'.l.ra.T1ce; The Tenant shall ma inta in insu!-·ance
providing the following limits and coverage:
POLICY
( 1) WORKERS'
COMPENS}, TI ON
(2) COMPREHENSIVE
AUTOMOBILE
LIABILITY,
including Owned,
Hired, and
Non-Owned
Automobiles
(3) COMMERCIAL
GENERAL
LIABILITY
including
Products and
Completed
Operations,
Broad Form
contractual,
and Personal
Injury~
(<\} FIRE &: EXTENDED
COVERAGE
(S) COURSE OF
CONSTRUCTION
statutory
Bodily Injury $1,000,000 ea. person
$1,000,000 ea. occurrenCe
Property Damage $1,000,000 ea. occurrence
Bodily Injury $1,000~OOD ea. person
$l~OOO,OOD ea. occurrence
$1,000,000 aggregete
Propertj' Da-rnage $1, oao, 000 ea. occur-rence
Not less than ninety percent (90'%) of the
replacement cost.
Completed value of the project.
AT'I'ACIDfENT B - 3 -
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AMERICANS W!TH DISABI.LITIES AC'l' (JtDA) STATEMEN'l'
In compliance ..... ith ths .~!!1eri.-:ans With Disabilities A~t (JWA)
of 1990~ this document mar be provided in other accessible
formats. For infor~ation. contact:
Dianah Neff, ADA Director
city of Palo Alto
250 Hamilton Av~nue
Palo Alto, CA 94301
415/329-2313 (voice) or
415/328-1199 [TOO!
1.lmT IS I"n
WHERE IS IT?
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Iufor%t&tion Flyer
SUKKARY O¥ LEASE O~PORTUN1T~
An opportunity to obtain a lO-year lease
(.dth an option to extend the ter:rn for an
additional 5 years) to operate a tennis
and/or f'.w!rn facility on citY-o .... ·ned
p:operty.
Located at 30D5 Middlefield Roac, the
leased premises is a 1.5 acre parcel
' .. 'hich was formerly trrE: site of the chuck
Thompson S""im and Tennis Center. The
5 i te no\l,'. includes 5 tennis courts anc a
s"Wimming pool, and is adjacent to and
shares parking ~ith the Winter ~ige ice
skating: facility. {see attached site "
locatio:1 I:1aps.,
WHAT IS THE ZONING? The si~e is zoned PF (Pu~lic Facility)
WHAT USE WOULD BE
PERMITTED?
Recreational use: tennis and/or swi~
facility.
INSPECTION OF PREMISES: Access to the property is open at all
t.iroes except for the pool, ",'hich is
fenced and locked~ To access the pool
area. call Janet Freeland at (415) 329-
2662 ,Monday through Friday, 8 a.~. to
5:00 p.m,) to 6chedul~ and appointment.
WH~N ARE PROPOSALS DUe? Proposals are d~e before
Tuesday JUly 20, 1993 and
submitted t~:
3;00 p.m.
should be
IS THERE A
MINIMUM BID?
HOW 00 I GET
THE PROPOSAL
PACKAGE?
J ".NET1/c"nl(~Fl'
Manager, PYrch~sing & contract
Administration
City of Palo J..lto. First Floor
P. O. B·c.-x 10250
Palo Altc, CA 34303
T~e minimum accept~ble bid for the purchase of
the Option to Lease is $1000.00.
If, after reaciing this flyer, you ~oulQ like
to obtajn the proposal package or discuss the
offering, please contact:
Janet Freeland, Financial Analyst
City of Palo Alto
P.O. Box 10250
Palo Alto, CA 94303
(415) 329-2662
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The property for lease is a 1.5 acre recreational facility
(formerly Ch~ck Thompson's S'wo'im & Tennis Cl:.lb) lOI:cated at 3005
Middlefield Road in 1'!lid-to~.m Fa-Io Alto (see attached lQcation
map arid si te .map). It is lccatcd adjacent to the "I/';'inter Lodge
ice skating facility on a portion of a City-owned parc~l on
Middlefield Read in Pale Alto. The ].74 acre site containi~g
the ice rink. and swim and tennis facility .. ';:'5 acquired in 198:'
as p9.rt of a voter-approved land exchange for the purpose of
preserving tf1.F.: ice :;kating rink. The s' • .;i!'1 and tennis facility
includes 5 tennis courts and a pool. Formerly on the site \Wa3
a building housing a gymnasium, loc:':er rooz',s and office, but
this was de'1101ished in 1990 due to earthq",ake da!fi~ge. The
site is adjacent to single-family r:esidential use to tlie
nort.h" commercial uses to the 'West., and multiple family
residential uses to the soutf1. and east,
II. Sio.'IM -".ND/OR I'Er-!J~~$ CENTEP. -DESIR~JL ... OPERA-rION.s anL.RE?L'IRE:)
IMPROVEMj::NT.$..
A. GENERAL STATEMENT OF INTENT OF REQUEST FOP. PROPOSALS
The city is. seeking an operator for the. recreational
facility who will upgrade, maint3.in and ope.:-ate the
facility under long term lease. The facility currently
consists of 5 tennis cou:r-ts and .a s';o.'i:::::mir.g pool. l.ne
City .... ill consider proposals for either a tennis-only
facility, a swim-only facility, or a combination tennis
and swimming facility. However" proposers should b~
aware that parking for the facility is limited and is
shared with the adjacent Winter Lodge ice skating
facility_ The ",,-inter Lodge operates annually fran. mid-
September through June. ~he nlJl':'.ber of parking spaces
re~uired for a combination tennis and swim facility. if
peak seasonal use and peak daily use is the same as the
· ... 'inter Lc;,dge facilit':{, rna)" ir.1pede the corr.hinatio;. of both
sw"imrning and tennis on tr.e site. For rr,cre infonr,ation on
parking require~ents fer the site, refer to Exhibit A
attached to this Infor~aticn Flyer.
B. DESIRED RECREATIONAL SERVICES
The City desire~ a quality" -well-managed recreational
facility, accessible to people cf all abilities, which
lllay incl'wde tennis and swimming or just one of t[l,ese.
Tennis and/or swim...--nj ng instruction is encouraged. The
existing pool configura-tion is ideal for swimming
lessons, and there is a need for this type of swimming
instruction facility. Making the facilities available
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and affordable to the public, in particular, P~lo Alto
residents, is also encou~aged.
REQUIRED IMPi\OVE?o!'ENI'S
City-required irr.pro·.,rements on the site ""ill depend 0:, the
proposed ... :se and developree:1t. For instancE". a tennis
only use of the site as-is ·.ill require feiJer
improvements than a swimLlirlg use or combination s'Wi1O'Jr.ing
.and tennis use.
For any proposed operatio!". not usin'3 the pool, the city
will require that the pool be filled and compacted.
The addition of a building on the site or use of the pool
may involve significant costs in addition to those below.
Costs of any building, renovation of the pool and related
costs will he the responsibility ot the proposer to
determine based on their proposed use and development.
The City will reguire all facilities to be accessible to
people of all abilities.
The minimum required improvements (t~r tennis o~ly ~se
as-is) are estimated as follows:
1. Backf.i.ll and compact s·.;imming pool
2. Upgrade existing courts
Install erosion barriers
Install new nets & post hardware
Restore electric power to courts
with timer
Adjust focus of lights O~ courts
J. Proporticnal share of c05t to pave
front parking lot
4. Proportional share of cost of parking
lot maint~nance (per year]
TOTAL
$20,000
7,500
700
5,000
2CC
],600
1, S 00
$43,800
III. S~"ARY OF LEASE A..'ND_mOP'[ION TO LEASE
A. OPTION REQUIREMENTS
The successful proposer will be a\o'arded a 24-lnonth
3
B.
Option to Lease. During the option period the cptionee
must obtain plan approvals and pe~~its required for the
proposed upgrdding or development of the facility, and
obtain City approY2'l of the proposed oper::r.tt:ng plan. rhe
Option may be exercised at anytime \.,rithin the Option
period that the optionee has satisfacto~ily ~et all of
the Option requirements.
UUTLINE OF LEll.SE' PROVISIONS
Some of the Lease provisions are highlighted below. This
intc:-mation is not intended to be definitive but is
intended to provide a basic sUmI'r.ary of ths major lease
provisions. It is the responsibility of each prospective
tenant to revie"lll the proposal package and the documents
contained in the package, exa:rnine the ~conomic
environment, and make such further investigation a~
necessary to insure tnat he/she fully understands the
nature of the undertaking and the obligatio'1s he/she ....-ill
assume if the proposal is ~ccepted.
1. Term of Lease: 10 years -with 5-year option to
reneW'.
:2. Minimult rent: A miniDlU.c'l rent has not been
established and will depend on the specific nature
of the use and improvements.
3. Improvements to be made by tenant: Ci ty-required
irnprovemer,ts will depend on the proposed use and
development and ~ill be those which are identified
and show-n in the plans approved by the City during
the op~ion period~ Minimum city-required
ittprovements for tennis-only use are identified
above u~dl?r Section 11, Paraqraph c.
4. Ins'J.;r-ancz: The tenant shall rna ir.tain the follo ..... ing
insurancE acceptable to the City throughout the
terms of the Lease. The policy or policies of
insurance -rnaintained by the tenant shall provide
the following limits and coverage:, ... ith the City
being named as additional insured under the policy
or policies:
MINIMUM LIMITS OF LIAB)':.k!:.T'i
a. WORKERS~
COMPENSATION Statutory
JAN~UICIillQlJlFP 4
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b.
c.
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COMPREHENSIVE Bodily Injury
AUTOMOBILE
LIABILIT'i ;':r-cperty Damage
including, o-.. ·ned,
Hired, and No!'l-
OVned Automobiles
COMMERCIAL Bodily Injury
GENERAL
LIABILITY
including Pr~perty Damage
Products and
Completed
Operations, Broad
Form Contractual
and Pez'sonal
Injury
$1,000,000 ea person
$1/ ODD, 000 ea occurrence
$1) 000,000 ea occurrence:
$1,000,000 ea person
$1,000, ODe ea occurrence
$1,000,000 ea aggregate
$1,000,000 ea occurrence
d. FIRE AND
EXTENDED
COVERAGE
Net less than 90% cf re:placement cost.
e. COURSE OF
CONSTRUCTIO"N COr.'.pleted value of tl:e project.
L
5. As.siqnments: Any assiqnmel'lt or encumbrance of the
lease !rust receiYe prior City approval.
6. Utilities: The 't.enant shall be responsible for all
utilities supplied to the premises.
7. Maintenance and Re_pair: The tenant shall be
responsible fer all maintenance and repairs.
s. Taxes and .As:;essments: The tenant shall be
respo~sible f~r all taxes and assessrner.ts
(including but not Ijmited to possessory interest tax).
5
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EXHIBIT A
The entire site .3.5 co .. figured and with planned paving and s.triping
~ill h~ve 115 parking spaces. The required parking for the winte~
Lodge facility is ::'04 spaces, leaving 11 surplus parking spaces
\Io'hi.ch could be used cy the other facility on tr:.e site (s~imming
and/or tennis). The operat.ion of only the existin':J five ten."lis
co~r~s would require 5 spaces in addition to the 104 reguir~d by
the Winter Lodge, so parkir.g would be no problem. .ll" tennis-onlr
fac.ility 'With the additiol': of a 1000 square foot nuilding 'IoI'ould
require approximatelr 11 parking space5~ the number of existing
surplus spaces. bo .... ever, a facility offering hoth tenr.is and
swimming and t.he addition of a building similar to the one that I,r{as
demolished '\IIould reqllire 152 pa.rking spaces. EVen if the
sw::'mming/ten.nis facility did nat operate rear rOund, but only in
the summer 'When the Winter L~dge is clased (May 1st through
Septe.mber 1st) / p~_l'king · ... ould still not be adequate unless parking
is added on the site. One possible cpt ion would be to re::-,ove one
or two tennis courts to add parking~
parkinq requiremects tor the existinq imprOV3ments on the for~er
chuck Thompson site:
Area Actual Square Feet Required Maxilt!;ut:!
~;;J:. Ft. ~ ___ Person Par;!sing 9_c C u Qa n c¥:
Pool 3/544 50 17 .. 72 70.Se
Sun Area 5,292 15 38.20 352.80
Te.nnis Cts. 5 cts 5.00 ..].0.00
No. of spaees req..:ired (SUBTo-T1.L) 110.912 4.4.3.68
If improvements similar to the former Chuck Tho:pscn facility were
a4ded, the parking requirement for tb¢se improvements would be a~
tollows:
G)'lll
Storage 135 300 .11 .44
Gyro. Floor 2,049 15 34.15 136~60
Office 35 100 .08 .32
Locker R.:'"1'1 496 50 2.48 9.92
Lobby 172 15 2.86 11. 42
Pool Office
Area 120 100 1. ;;:0 ~Jt __ Q
No. of Pi1rJting spaoes Required (TOTM.) ! 151.80 607.18
6
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LOCATLOlj Ht.,P
~~~0;t~~*ti~~~l---":---------SW;:il & T E'fJn isS He ~ 3005 ~iddlefield R(
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:; , )009 Middlefiel (~
/1 Rd, ,: ,",)
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~'§'~_:P_~OPOS"L PACD.GE
l:UNIS and lor SWIJi. __ J'~CIL!T1f AT lOOS ~_U:)J;)_,t.EJ'IELD ROAD
'[his Request for Propcs.3.1s a.nd Pl-oposal Package includes a summary
of the proposal requireiTler.ts and procedu:tes, and the Prop,~sal Fo:rn1s
(Froposal, Questionnaire and option to Leas~ and Lease). Th<:
In!orrnatiol"J F lye!' attacD.ed to this Request for P:roposals (The
nlnformation flyer") is hereby incorporated by r€fere!"!ce into this
Request for Proposals anc proposal package.
A. HOW TO SUBMIT A PROPOSAL
In order to sublliit your proposal you 1'!1LoSt:
1. Provide a ~ritten description of the
project as indicated in the PRO}~5ED
DEVELOPMENT OF PROPERTY (Attachment A).
proposed
USE A.~D
:2. Complete ar.d sign the at'tached PROPOSAL P~.CKAGE,
PROPOSERtS QUESTIONNAIRE (Attachment B) and attach
the OPTION TO LE~SE AND LEASE documents (Attachment
C) •
3. Complete and sign the attached PROPOSED PHYSICAL
CHANGES TO PROPERTY and ENVLP.ONMENTAL ASSESSMErlT
WORXSHEET (Attachment D) ~
4. Attach a $1,000.00 PROPOSAL DEPOSIT in the form of
a cashier's check, or certified check ~ade payable
to: City of Falo Alto.
5. Return the completed prcposal in .a sealed -envelope
before the due date and til!"~e to:
Manager, Purchasing/Contract Administration
City of Palo Alto, First FloQr
250 Hamilton Avenue
P.O. Box 10250
Palo Alto, CA 94303
6. Mark the envelope! "Tenr.is/s....,irn facility -openir~g
7/20/93, 3:00 p.m.n
Proposals will be opened Tuesday, July 20, 1993 at 3:00 p.ID.
in the City Council Conference Room, 250 Hamilton Avenue, Palo
Alto, CA. To be considered, all proposals must be received
prior to this time.
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B. REQUIRED PROPOSAL INf'OR .. ""..ATION JdW EVA!..t;ATION OF PROPOSALS
Proposal documents wi 11 be revie\,:.;d and evaluated by a
committ.ee made up of representativ€;s of Cit:lt staff from
the d~partrr,ents of Finance, P!annir,g, Co'::'munity Se=vices
2nd public ~orks. Review of proposals shall consider
rna~y factors, including but not limit~d to the following
information "IIlhich must be provided in eact"l. proposal.
1. The proposer's experie:1ce and knowledge of the
proposed recreat,ional operations.
2. Th~ proposer's financial capability. business
expertise and the history and assessm"~nt of the
proposer's ability to carry out the proposed
iroprove~ents, operate t.he facility ar.d provide the
recreational service.
3. Advantages of the Pl"oposal to the Cit--J' {can be in
terms of monetary returns to the Ci tj.-" or in terms
of benefits and services offered to che public, in
particular, Palo .Alto residents~ or ~th).
4 ~ Extent to .... hich the proposed use and/or services
satisfies a public need.
5. The consistency of the propos€'d use -with existing
City goals and objectives Cas set forth in the
Co~prehensive Plan, Zoning Ordinance~ and Municipal
Code and this request for proposals).
6. Impact of the proposed use l.'pon the Winter Lodge
oper3tion, inur.ediate neighborhood and the cO!:'.1l1unity
generally (in terms ~t cQmpatible services and
uses, traffic impacts, noise i~pacts, etc.).
7 _ Evidence of the proposer's ability to maintain
r'Elati~ns 'iIrI'ith users, th-e Winter Lodge,
neighbors of the facility.
good
and
8. The consideration (monetary and nOTl-mDnet~r)o) to be
provided to the City, including the purchase price
offered for t~e optio~ to lease.
9. 'I'he d€gree of public acce5s~ i.e:., the numbers of
people, ~specially City reside.nts and taxpayers,
that w"ill be served by the proposed usc.
10. The fees that will be charged to Palo Alto
citizens, if any.
2
----~----~------------'-------. .......
11. The ~ive-}'ear pre-forma analysi::; ot
use, setting forth the proj~ct
eypens~s for that p~riod of time.
the proposed
revenue::; aj"l.d
12. Evidence of the proposer's ability to finance or to
obtain fin.~ncin.g for the required improvements.
All prcposals, together with the evaluation committee's
recommendation for a successf'..!l p.roposer -wi 11 then be
for .... arded to the Ci ti" Council for its selection of the
successful pr·':)"pcscr. The City Council reserves the right
to reject any and all propos~ls~ for any reason or for no
reas?n at all, or to accept that proposal which, in its
opinion. -will bes~ serve the public interest.
C. MINIMIJM PURCHASE PRICE OF OPTION TO LEASE
The !rLinimum bid for t.he purchase price of the Optiorl is
$1,000. 00.
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. __ ' ..• .-: __ "" Qti JG#di~~~'''''-~-'"''' ',.--;--... ~"--'" ,-
PROJECT: 3QQi11iddill_leld
PROJECT NO:
PROPOSAL PACKASE
(With Optlon to Lease)
TKIS IS A PROPOSAL TO ACQUIRE AN ODTlON TO LEASE FOR
PROPOSER
Name:
Address:
Phone No. t!!2DlTIm""J.i _...L ____ '!I!_or'll: _~!_....J. ___ _
The undersigned ("PROPO$ER~). bereby submits a. propv~a1 to the City of P .. lo Alto,
l~ClTY"} to acquire a lease more fully described in the Optior. to Lease Agr'eement
(AITACHMENT C) and its exhibit!.. in accordance with the terms, cOVEnants, and
co~ditions contained in thls PROPOSAL and in the Option to lease Agreeme~t.
A. PROPOSEf{ HERtEl' PF:OPD~ES THE FOLLOWING:
1. ~on~tary Bid It~ms:
aJ PROPOSER agreei to pay to CIT~ is t~e purchase price of the
option, as set forth in Clause 3 (PURCH,~SE PRICE OF OPTION) of
the attached Option to Lease Agreem2-nt:
------------(Amount in Words) {AlflOL:nt in Numbers}
b) Additional monetary bid items (including proposed rental
during lease term):
-
, .
2. N~~hlolonetary Sid [tems. (including pub"JiC beneflts E5pecially to
cjtizens of Palo Alto}:
1. PROPDSER has .carefully read a~<l fto 11 .. ,.. ur.derstar.ds thi s PROPOSAL
document ~nd the Optia~ to Lease Aqreeme~t attached to thls
PROPOSAL, including its pxh,bits. -
2. The Option to lease Agree~ent, ~nd its exhibits, is an integral pai"t
of this PROPOSAL and must be attached to this PROPOSAL.
3. PROPOSER warrants that it has the capability to successfully
undertake ",nd comrl ete the respans i bt1 it ies and obi igat ions of
OPTIONEE and TENANT contained in the Option to l~ase Agreement and
its exhibits.
4. 4 PROPOSER's Deposit in the sum of OfiE Thousand Dollars (S],OOO.OO),
in the form of a Cashier's or Certified Check made payable to t~e
City of Paro A.lto, must be submitted ..... ittl thls PROPOSAL and is
attached hereto.
s. The PROPOSER's Oe~sit wili be held by CITY as a guarantee securing
the obligations PROPOSER agrees to assume in this PROPOSAL. In the
event this PROPOSAL is accepted by CITY and PROPOSER falls to meet
the terms hereof, PROPOSER agrees that said sum represents i! fair
an~ reasonable estimate of CITY's cost in pr~parjng and soliciting
this offerlng, and PROPOSER further agre;:.:; tl1at said sum sMall be
retained b)' CIT'! :.s compeD~atiDn fDr t.~e::;e costs. iJDon executior, of
the OpUon to Lease Agreement, said sum shall, CIt PRDPOSER'S cption,
be returned to PROPOSER or shall be eredi t.€d toward the Security
D{':posit required under tile Option to Lease P.greement. PROPOSER's
Dep~sit will be returned to each proposer not selected by the City
upon City's execution of an Option to lease Agre€ment ill'ith the
succ€ssful prcposer.
5. This PROPOSAL may be withdrawn at any time prior to the time set for
ope-ning the proposals but ma.y not be -.witr.drawn after the time s-:t
for such open~r.g, i.e., Tuesday. Ju.ly 20, 1993 at 3;00 p.m.
1
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.;-:
--~---~-~----.--------------
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__ "}",."",,,_.~.; 0" _~ ___ '-'>-x'
7. Jlithin ten (10) days a.ft~r Mtificatioil of the acceptance of this
PROPOSAL bj CIH, P?,DPDSE~ ... il1 e-.c:ecutt! c-op1es C'f the Optian ta
lease ,Aqrc-ement in d1JDI L:ate iind de-live:--to C!U the Executed copies
of said·agreement, n'lO required Security DepOSit ard the balance of
the purchase prjcs of the option as set forth i~ the Option to Lease
A~reement .
8. PROPCSEF. has fullj completed the Proposed Use ilnd Deve10pment of
Pr'Jperty (Attachment A}. Proposer's QuestiOrlnajrE {Atta(hment 8,1 and
the Proposed Physical Changes to Pl-openy a:'":d En,,"iron.mental
;'ssessmer.t ~arkshee-t (Attac,hment DJ. Attac nr;,ent A. the compl eted
Questicnnaire and the Option to lease A9reeme~t ~jth its exhibits.
including the lease (Attachment C). a~d the PrDpcsed Pnysical
(.r~nges to P(operty and EnYironmental Asses.sment WcrKsheet
{.i. _tachrnent DJ, are atta<:hed to this PROr:>OSAl t:Jgetner with any
approp ... jate 0(' r€qlJes;ted stJpplemental material.
9. PROPOSER represents that all of the information contained in or
supplementing said Questionnaire is tru~ and correct to the best of
PROPOSER's knc~l.dge.
10. CITY reserves the righ~ to reject any or all PROPOSALS and to accept
that PROPOSAL which will. in its opinion. best serwe the public
interest.
ll. By submission of U1is proposa1. PROPOSER ad.nowled9~s and agrees
that the CITY has tneo right to make any inquiry or i,n\'/e~tigation 1t
deems appropriate tc· substantiate or supplement information
contained in this Questionnaire. and authorizes the release to CITY
of any ar.d all irformatior, sought in such inquir..Y or investigation.
12. ATTACHMENT A (Proposed Use and Development of Propert)). ATTACHMENT
B (Proposer's QueStionnaire), ATTACHMENT C (Option to lea.se
Agreement) and ATTACHMENT D (Proposed Physical Changes to Property
and Environm~ntal Assessment Worksheet) are attached to and by this
referen;:e made a part of this PROPOS.~l.
i3. PROPOSER acknowledges and agrees that t~E-Optiorl to Leas.e t.greemrnt
and its exhibits, includir!g the Leise, m~y be subject to change and
further negotfati\:'n witn the City, based. em the prop.osed use by the
successful PROPOSER for the prop~rly.
TCorpcrate seal}
Date
3
. t. -.,
PROPOSED USE AND DEVBLOPMENT Of PROFEP.TY
"
PROPOSEP USE AN~DEVELOPMENT OF PROPERTY
Prc .... ide a.
property.
included as
include the
description of your proposed use and improvement of the
This description can be of any length and must be
Attachmant A to the proposal. The description must
following information:
1. The extent to .... hich the proposed use and/or services satisfies
~ public:: need.
2.
3.
4.
5.
The impact of the propoEed Use upon the winter Lodge
operation, im.."'f.ediate neighborhood and the community gener-ally
(in terms of compatible services and uses, traffic impacts,
noise impacts, etc.)
Evidence of the proposer~s ability to maintain good relations
with users; the Winter Lodge; and neighbors of the facility.
The degree of public access,
especially City residents and
by the proposed use.
i.e., the numbers of people~
taxpayers, that will be served
The fees that ~ill be charged to Palo Alto citizens, if any.
ATTACHMENT A
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ATTACIDfENT B
PROPOSER'S QUESTIONNAIRE
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PROPOSER'S QUESTIQIINAjRE
Ai 1 information. requested i(l this questionnaire MUS'! be furr:i shed by PIe
PROPOSER. ilnd MUST be ~ubmitted with tt'l~ PROPOSAL. Statements must be cornp:ete
and' ac.curate. Omi.$sion~ inaccuracy. or misstatement MA'I' be cause (Dr rejHtion
of thi, PROPOSAL.
How did you 1earn of thi s PROPDS/I.L offering?
1. Received City airect mail nyer
( 1. \!ford of mouth
3. ~ead about offering in following newspaper? magazine or newsletter;
I. PROPOSf;
Name of PRO~JSER exactly illS it appears on the PROPOSAL and as it will appeat on
any pr~po~ed a9reeme~t ~ith the City:
Ad~ress Gf PROPOSER for purposes of not~ce$ or other communication relating to
the PROPOSAL:
Telephone Number of PROPOSER:
PROPOSER intends to operate as a So1e Proprietorship
Corporation ( ); Joint Venture ( ); or
~TTACtlllENT e
I
); Partnership ( J;
"
~~--~-----------------------:-~
II. SOLE PROP1.IETORSHIP STATEMENT
If a Sole Proprieto~shlp. furnish the fol1o~ing:
1. Name in fun:
2. Address;
---------~------~--
6irthdate: Pl ace of Si rth: --------
4. California Ortverrs lit. No.
-------------------
Is pr-opriet{)r doing blJsiness under a fictttious bwsl:1ess name? If so, furnish evfde~cE that proprietor is a~thorized to do business under such fictitious
business na~e (e.g.) notice published in newspaper of g€neral Circulation; no. Gf filing with. County Clerk).
._----------
III. PARTNERSHIP STATEMENT
If a Partnership, furnish the following:
J. Date of Organization?
2. General Partnership ( Limited Partnerstii p (
3. Statement of Partnership recc.rded? Yes No
Dat. Book pag. County
4. Has the partnership done t;usir~ess in Santa Clara (ounty?
Yes No When?
ATIACHHENT B
2
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Name, addre-ss, and partnership share of each genera1 pa"rtner.
Address
s. Furnish the birth date, place of b1rth~ and California Driver's license
number Df ~ach person shown above.
IV. tQRPORATIO~ STATE~Errr
If • corporation, furnisn the following:
I. When incorpo'!"'ated? __________ _
2~ Where incorporated? ____________ _
3. Ager.t for service:
-----
4. ]s the corporation authorized to do bUSiness in California?
Yes No fr so, as of wnat date:
s. The corporation is held: Publicly Privately
6. If publicly held, how and where is the stoc, traded?
ATIACHlIEMT B
3
: i
7. List the following:
~ __ uthorized Outs.tanding
<. Number of vot 1ng shares: -------
b. Number of non-voti!1g shares: --'--'
c. Number of shareholders:
d. Value per share of COlmlon st"Jck :
Par S
Book $, _____ _
Market $ ____ _
8. Furnish the name, title, address, and t~e number of voting and non-voting
s.hare-s of stock he1d by each officer, <lirector,and principal shar!holder.
9. Furnish the birth date, place of birth. and Califol"'nia Driver's license
number of each pers~n shown under Item 7 above.
10. Attach a copy of Certificate of Good Standing obtalnable from Cal;f~rnia
Secretary of State.
V. NON-PROFIT CORPORATION STAT<M,HT
J. Jf a non-profit corporation, furnis~ on! copy of the followir.g;
a. Art; cles of 1nC{lrCoration
b. Bylaws
c. A letter from the Int.Ernal Re ... ·enlJe Service stating that the
organization is tax exempt under S~ction SOl(c)(3} or lOl{b) of the
IRS Code. A tax-exempt status under Section 170(b) or S09(a) lS
a1 sc accepta.ble. The JRS 1atter must cor.tain the proper name and
address of the organization, or a c~py of the change notice ""nid
has been forwarded to them.
d. A letter from tn€ State of Galifornia stating th~t the organization
; s tiX: exempt.
2. State the mission of the organization:
A IT ACH.~ENT B
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3. Please itta~h an organizatiDn chart showing Soard of Dlrpctcrs, members,
if iny, manage:m<!nt a.hd ,;;taffjng levels.
4. Please include a membersh~p list of your Scat"d of DHE:!ctCrs.. the;:-city of
r~side~ce, cccupat~cns, and d4tes of sei¥ice on the Boa~d.
5. Haw ofto!n does your Beard meet?
6. What was the average .attendance of Board members at Boar~ meetings last
year?
V!. JOINT VENTURE SiATEMENT
If a JDint Vent.ure, answer the following:
1. Date of Organization
z. Joint Venture Agreament recorded? Yes No
J. Has the Joint Ventur~ done business in Santa Clara Cour.ty?
Yes No lrf1;en?
4~ N~ and address of each Joint Venturer:
Address
5. Furnish the birth date, place of birth, and California Driverls license
number of each person or prir.cipa1s or officers of any entity shown under
Item 4 abov.:
6. Attach a complete copy of the Joint Venture Agreement and an)' amendments.
JAli[T2I~!COA ATIAl:HH!:NT B
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B.
VII. FINANCIAL DATA
Attach complete audited f'inancial state!;,ents, pre~ared i:l accordal"ce 'W1th
generally icce~ted accounting principles, reflecting your current
financial condition and that of the previous n ... e years. TI1;:. repel't i1lust
ir..c1udi! a balance she2t and income stitemerit and must be iiJdited by a
licensed auditor. You must be prepared t~ substantia.te all information shown .
SURETY !NFOR~T!ON
Have you ever applied for and obtained a bond? If so, provid~ details of most rec~nt bond.
Have you eve. had a bOf1d or surety denied, canceled or forfeited?
res , No
If yes, attach i. statement nilming ttle bonding company. date, amount of
bond, and reason fer sucn r~~~~llatio~ or forfeiture.
c. a.~NKRUPTCY INFOB~T!CN
HaVE you ever filed bankruptcy or been declared bankrupt? Yes, ) No, )
If yes, give detlil'i, state date(s), court jurisdictiun(s" case docket
numbef(S), amount of liabilities, and amount of assets.
ATTACHMENT B
6
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D. PROPOSED METHOD Of FINANCING REPAliSIIMPPOYEMENTS/USElOP(M.DOfl
The development .and operation to wtJich this proposal relates Shill be financed in the fo11owing manner;
E. FELON! iNFO~~TIQN
Have you or any principals or ~~f;cers of the partnership or officers or
directors of the corporation, as app'! icable, ever been convlcted of oil feTony?
Yes ( No (
If ye~. pleas! state dati{s), court location(s) a~d details of conviction.
ATTACHMENT B
7
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V!!!. EIPER!fHCE STAT~~ENT
Describe 'fn aetai1 the dl1ratiol"l ana e.xtent of your expe;-i-ence with special
emphasis upon exp-erience directly related teo develcpment and/or mal)agement of the t_rp~ of ope.rati.on propo~ed f.or this project. ATso describe, in detail, the
pertinent exp!rience of the per-sons who .ill be directly involved in operation
and/or man~gement cf the nperiti~n proposed for this project.
JM[T2/M[C;).A ATIACHHOO B
8
•
"t" .. ,
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li"st at '-ea.st four perso('l.$ or firms with whom you t'la\le <.on,dl!cted bus~ness
transacthl'l"i5 during the past tnre-e .1'ears. At least tfiO n:fe:ren:~s named should
have ,lmow1edge of your ability t{; fin2:l'lce the proposed project and your debt
payment history. ,t:.t least two references should have knowledge of your abilities
to operate tt'o . .e proposed fad H ty.
BEFERE~C£ NO.1
~irro:
Title:
Address: ------------
Zip __ _
Telephone:
Nature and ~a9nitud~ of purchase, sJle~ loan, business association J etc.:
REFERENCE NO.2
Harne,
Fi.",:
Title:
Address:
Telephone:
Zip _____ _
~atur! and magnitude of purchase, sale, loan, buslne~s associat.on, etc.
JMET2/Nl[lD"l, ATTACIIHENT B
9
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List it least four pel"'sons or fi~ms with whom you have ccnducted bU:iiness
transac.tions during the past thre-e years, At 1'!i!ost two references roamed should
have knowl edge of your abi 1 ity to fi nance the proposed project and your debt
pa)'!tE!nt history_ At least t;,o references stlou7d have knowledge of your abilities
to ~perate the proposed faciltty.
REFrBENCE NO. ,
~.me:
Fi~:
1itle:
Address ;
1elephone:
----.----
Nature and magnitude of purchase. sale, loan~ business association, etc.:
REF£RE~CE NQ, !
Same:
Firm:
Tit,. :
Addre" : -_.-----
Zip __ _
Telephone:
Natijre and magnitude of purchase, sale, loan, business association, etc.
JAl(ETVMJ OOA ATIACHMEN1' B
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X. ~ETH.QJL!IF OPERAII ON
[}escT"ibe yc;ur specific plan for de .... elopment and/or operat1on of the propcsed
faciHty. Discuss any optional sen"ices and uses whic" you JIIilT seek permission to provide.
ATIACHKEPIT a
II
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A.
•
XI. fiNANCIAL INFORNATION
ESTIMATE OF GBOSS RECEIPTS -Provide your estimate of the "axpe~tl2-d io'f~ra.9.e.
annua1 gross rec!ipts to be derived duri~g the first f:ve operating y!ars
from eac~ required use or ~er~ice and for eacn si9nifica~t cpti~nal use or
service which you plan ta pro~ide:
ATlACHIIEIIT B
12
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B.
,.
XI.L!lUl~CI~l IHFORKATI~
~~TEO CONSTRUCTIQN COSTS -
1. land Relited Direct Construction Costs:
••
b.
land Preparation; including
off·sites. grading, etc.
landscapIng
2. Btdlding Related Direct Construction
CDstS:
a. Shell Construction
b. Interior Finis~es
Sub-Total
C. Fixtures & ottJer Improvements ____ Sub-Total
3. Indirect c.ostS!
i. Architect 5. Engineering
b. legal, Appraisal & Accountin9': ___ _
c. Construction Loan c.osts":
i. pOints
;;. inhrest
d. ~O~th~e~r========= Sub -Tot.'
Total Estimated Construction Costs
*Asswner; construction loan of S 'Witn interest !stimated Ii!' %
for IDOnths cDns.truction·--=:p"er"'j"o"dr.-Source of c.onstruction loan pa.yments
will be:
'-PRO-FORMA ANAlVSIS -
On the attached pag~ provide a flve-ye;r pro-forma analysis of income and
expenses for the propo~ed project.
JAHET21M100A ATIACHl4E,", 8
lJ
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"J: .'" ····1 .,':'
.i.;'iij'" , '/W.tlt ',.' ,
}li';I ,
1st
Gross lncom~'" (
lpss: Vacancies
Eff~ctiye Gross Income
l@ss Exp@nses:
Salaries & Wages
Supplies/Equipment
Reserves for R~placements .
Maintenance/Repairs
Rent
[nsurance & Possessory
Interest TaX
Utl11tl., .
Olher:
(U 'I)
Ne: Income --
FIVE YEAR PRO·FO~ ANALYSIS
YEAR OF OPERATION
2nd 3rd
':) ( l() (
~Ih
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". r-'
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.On separat~ sheet, list all sourc@~ and individual amounts of gross 1nr,om~,
JUltfZ/MIOO"" ATTACHHF.HT 8
14
5th
( ~) ( %)
.----~.
1---
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XII. OTHER INFO!!!llliQ!j
PleaSf prolli'cie any otner information which you feel will be heTpful in ~valuat1ng
your Ibi 1 it)' to suctessfu11y develop and/or operate the proposea' fae; 1 ; ty in
ccmpliance witn the City's Request for PropoSi15~
JMlET2~A AITACHMENT B
15
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PROPOSER's MINORITr £MPLOY,~ENT PLAN
(TO BE CO!1PLETEO UPON S,lECTJO~ ONl y)
Usin9 this form or add'itional sl')eets, pluse provide your proposed plans related
to employment of ~inorities fer all le~els Of employment opportunities related
to the proposed operation on or fro~ the lea~ed Premises.
J. Whet steps have been or wiil be tak.en to:
i. Recruit Minorities?
b. Assure equal employmel1't opportljnitj for all persons?
c. Provide training for ne. hires where necessary to assure amcle
opportunities for less qualified to improve their Qualifications?
d. Provide opportunities for employee upgrading and training to aSSure
equal opportunity for ad~'ancement and promotion?
e. Provide ,ounsel,ng servicE for all ~no may need help to advance
especially for newer employees?
f. (ducate supervisors regarding nondiscrimination practices?
2. PrOVide estimates of total employment by job <:lassification and ifi
estimCl.te of the number of minorities, by job classification, for the
proposed Gperation on and from the leased Prel"lises.
Recommended for Atteptance:
Manager, Realm-Property
Director of Purchasing
Accepted:
U (ity Hi-nager __ m ____ __
o Assistant City Manager
Date:
AITACIIHEtIT S
16
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Project: Parcel No.: --------
~[RT!F!CArE QF NO~ISCR!M)NATION BY IJPPLIERS
As su.pp~jers of goods or services to the public on or from the Pr"emises described
e-lsewhere in tnt5 Request for Proposal, Proposer certifies: that it does root
discriminate in its employment with re9ards to r~ce~ religion, creed, national
origin or disability; that it is in compliance ~ith all FederaJ, State and local
directives and executlY! orders regarding non-discrimination in empToyment; and
that it agrees to demonstrate positively and aggressively the princ'iple·of equa1
Gpportunity in employment.
Proposer icknowIsdges that, if chosen as the successful proposer~ the attached
Proposerls Minority Employment Plan will be c{lmp1eted with respect to the
operation described elsewhere;n this Request for Proposal. City's City Manager
sha11 d!termlne whether or not th~ plan is· adequate.
It is understeod, howev~r, tnat no estimate furnished as a part of tne attacned
pla~s shall be construed is a hiring quot.. rt is further understood that i
Tenant shall not be deemed in mat!.r'"ia.l treacl'1 of the lease upon award 1 when such
Tenant hiS made i reasonable and substantial effort to comply with sajd Plan.
Proposer;
Title of Person Signin9:
Signature:
Date:
-------------
A IT ACtllEH7 B
17
PROPOSED CHANGES IO OOCUMENT+
If YOiJ belie .. e cha!H~es to the forms of the document{sj (Option to lease Agreemo:!nt
and/or Leasel are necessat"j' for jlO'J to successful 1,)' oper6te tlie proposed facil j ty
please identify tne clauses requiring changes beTow and speciflcall.y indicate the
nature of the required change on the document or on another !>heet of paper.
IMPORTANT -any proposed changes snouTd r!late to the particular proposed use.
Remember that ClTY II'li} reject any or .. 11 proposals, and requi red revisions to the
doc'Jment{s) may be grounds for rejectiol'\, N{)twHhstanding the fo..-egoing, the
form of the documents may al so be subject to thange by the (i ty ind further
negotia.tion, based Q(1 the City ({juncil"s selection of tne pro~osed use of the
prope rty.
Clauses requiring
Changes: Required Changes {use addition.;;l sheets if necessary}
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~ TT ACHKEH'T 8
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:)P'l'!ON TO LEASE and
-~------.---------~-----------------:-'""'III
Project: 3005 Midd1efield Road
Te~nis/Swim Center
OPTION AGREE~ENT
This A9re~ment is made this ___ day of ___ , 199_ t·y i1~d betwHr. the Cit)'
of P011c Alto, a municipal corporation, ("Un"') and ____ _
• ("OPTlIlliEE').
RECITALS
A. (In owns proper-ty located in the City of Palo ATto, Santa Clara County
commonly referred to as the fcrme~ ChucK Thompson site (~PROPERTyM) more
specifIcally dfsc:ribed and shown 1n the leise attached hereto as [xnibit
1, which Exhibit is made a part hereof.
B. ClTY, in comp1iance with ~ts Pel icy and Procedure; i-ll, issued a Request
fDr PropDsal s fDr an option to lease Property and rec.eived a proposal from
OPT10NEE which has been se1ected by the City Council.
c. OPTIONEE desires to obtain an exclusiVE option to lease PROPERTY, in
accordance with the terms and conditions or the lease attached hereto as
Exhibit I.
D. CrTY desires to grant an exclusive option to OPTIONEE during which time
OPTIONEE shall del/elop specific plans, obtain financing, a~d satlsfy other
conditions set forth prior to the Teasing and development of PROPfRTV.
NOW THEREFO~E, in consideration of the p"emises set forth abnve, th~ parties
hereto mutually agree as fo11ows:
J. GRANT OF OPTION (Ol I.Oi S
CITY hereby grants to OPT10NEE a~ e~clusive opt~on to lease the PROPERTY and to
de~elop and operate PROPERTY upon the terms and subject to the covenants and
cor,ditions set forth below and in the lease attached to His Optic.n Agreement as
Exhibit l.
2. TE9J1 OF OPTION (Ol 5.0) S
The t~rm of this option shall be 24 montns and shall commence upon execution
of this Igreemel'1t by CIn.
Attachment C
~E5 7/0( TENNIS
3. PURCHASE PRICE OF O?1I0N tOL 6.0) S
The purchase pr~ce cf this option shall be $-----(-''"7'-:-'"''''
dol1irs) due and payable to CITY ~ithin ten (10J days of the s1gnjng of this
option by ClTY.
4. CONDITIONS PRECEDENT (OL 7.0) S
This option may not b~ exercis-ed by OPTIONEE un1ess and tJntn each anc! every
following condition has bee~ satisfied:
A. OPTIONEE s.hall have mi:lde thE! pa,yment(sJ reQui~ed iii c:ccordance wit~ Clause
J. (PURCHASE PRICE OF OPTION) .bove.
B. OPTIONEE sh.1T have ,ubmitted Schematic PT,", to CI1Y wit"'" 1 months of
the corrrnencement of th';s option. Schematic Plans shall inc11.!de a s'tte
layout of ii11 buil{jiflgs. landscape developments, sc;,ematic floor plans for
all structures. simple elevatjons of all structures. identification of
proposed archttec.tural tnfme or dyle, a detailed des.cription of an
proposed improvements 'inc~uding proposed uses Cind methods of operatior,
and a genera1 outline specification which identifies propo'5ed construc.tion
material and methods), and an es.timate of the total construct ion cost for
all proposed imprcvements.
c. OPTIONEE shall have applied for and received a condition~l us~ permit fer
the prop~sed developpent and operation from CITY'S Zoning Administrator.
D. OPTIONEE shall nave submitted to. and shall have received ~pproval of its
development plans for PROPERTY frcm CITY's. Archit~ctural Re~iew Board.
Said plans shan include interior plans, str-uctural plans, exterior
elevaticns, and landscaping plans and shall indicate spe~if;c p1ans and
details 0f the resource conservation features to be included. OPTIONEE
sflal1 conSider such features as passive SOlar buiiding dHign, solar water
and space heatjng 1 water conservation fixtures and f2quipment and bicycle
storage facilities. Any energy ccnser''Iin<] equlpm2nt or techMlogy which,
over trH! life cf the structure or project, is cost-effective to tne Oiffler
or users Shill b€ deemed feaSible and will be a required feature of Ute
plans fer develop~nt of PROPERTY. CITY's Resource Conservation staff
shall prov1de its technica1 assistance to OPTIONEE.
£. OPTIONEE shall have complied witn the requirements of CITY's procedures
for imp1ementation of the California Environmental Quality Act of 1970,
as may be i..1!lE!nded f.-em time to time.
F. OPTIONEE shalT have provided to ClTY's ReaT Proporty Manager evidence that
any and all permits from any and ill agencies having pre-construction
juri5dictio~ over the proposed d~velop~nt including, but not limited to.
buildi ng permits, grading permtts and health permi ts haile baen authorized
RElrASES IIOt.TENJ.jiS 2
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H.
and arE' ivailabi e.
OPTiONEE s~al' h~ve submittEd to (lTV's (hief Building Official
certification that the plans for ani proposed building constructi'On
comply. in an respects, l*1tn CLlr-rent buildi~g codes, the A.'l1er:cans .... ·Hh
DisabiJities Act of 1990, if app1icable, ar,d .... ith energy conservatlon
requirements as set forth in California Code of Regulations, TitTe 24 for
non-res;;je-r.tial ronstru!:tion. The form u!-d c{)nterlt of said certifications
sMa)l be in conformance with th.e reqL1irements of California Code of
Regulations, Title 24 for ncn-res!dential construction.
OPTIONEE shall have obtained :approval of the construction drawings fer the
propose1 de\lelopment (tb.e ·Construction Drawi~gs") from the City Engineer
and Chief BuiTdinS Official, Working Drawings sh3.ll include:
1. Complete architectural, landscape ar.d engineering workir!g dra· .... ings~
2. Complete constructiDn speCiflcations;
3. Complete construction contract form; and
4. Proposed construction schedule.
I. OPTIONH shall ha .... e satisfied the Director of Final'1ce that OPTIONEE nas
sufficient finai1ces or financial clJlTiTlitm€nts. to implement the plan.£;
lopproved by CIn in accordance with tne above.
J. OPT<ONEE. in accordanc •• ith Clause XVIII (TENANT'S ASSURANCE OF
CONSTRUCT10N COMPLETION) of th@ attached lelSp., shall hav~ furnished to
the Director of Finance, evidence of coverage that assures CIn that
sufficient monies. win be available to c.omplete the-proposed constr'1ction.
K. OpnONEE sh3.li have submitted to the Real Property Manager, a security
deposit in accordance with Clause XXV (SEClJRITY OEPOSI1j of the attached
Lease.
L If OPTlONEE proposes to hypotheca;te the leasehold as SECUrity for a 10an
in accordance with Clause XXV (ASS!GN1NG 1 SUBLETTING & ENCUMBERING) of th~
attached lease, OPTIONEE shall have submitted tn the tl.eal Property
Manager~ any and ail doc~rr~ents relatoed to such hypotnecation and shall pa,)'
the necessarj processing fet!s as set forth l'i the attached Lease.
5. EXERCISE OF OPTION (OL B.O) S
At any time during the cpt ion term that OPTIONEE has satisfit!d ead and every
condition precedent set forth 1n Clause 4 (CONDITIONS PRECEDENT) above, to the
satisfaction of Cln, OPTIONH may exercise this option by gi .... ing the Real
Property .JrI:anager written notice of its election to do so, accompanied by two
prop~rly executed copies of the attacned lease. CITY shall execute the lease
within one month of recei~t cf the request to exercise option in accordance with
this clause.
3
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6. RETeNTlaN OF OPTIO~ OF PURCHASE PRier (Ol 9.0) S
T" the event thc.t OPTIONEE does net ex€rcise this opticn 1r· accordance with the
terms hereof, .all option mor.'tes paid to eIn shall be n~tair:ed by ern 11'1 consid
eration for the granting of thjs optio~.
7. GeNERAL CONDlTiOl,S !Ol 10.0) S
A. Revie. by Cit! (Ol 10.1) S
OPTIONEE hereby acknowledges thst one of the purposes of t~js option is to
afford ern the opportunit,)' to determin-a ."heth~l" or n<lt OPTIONEE; s abl e to
meet the various conditions ind obtain the required appro~als as set forth in
this <Iption. Several of those conditions ;;1vah'e obtail"ling review and
approval from officers, employees or agerlts of (In. Each cf those reviews
shall be conducted 1n an indepcrident manner and n.othing contained herein shall
be deemed to 1 imit the jur;sdicUon or authority other'wise possessed by 'tne
officers, employees or agents in the conduct of such r~\liew. Nothing
contained in this option shall be deemed to imp~y that the approvals will be
forthcomif'lg, and the failure: to issue an), st,;ch appro'lar or permit by any
officer, employee or agent of CITY shall nut be deemed in any manner a brea~h
of this option, nor shall any suc~ deni~l give raise to any claim, liability,
obl;9ation~ or cause of action ~;th respect to this Dption or the attached
Lea.se.
ern agrees to conser-t to any appl ieat i on. by OPHONEE wlt.h resp~ct to any
permits or approvals related to actjvitifs or improvemel1ts approved by CiTY
in accordance with the option which may be requ.ired by any governrr,ental or
other reglllatory agencies as.ide from CITY.
B. Assignment Prohibited (Ol 10.2) S
This option tlas been awarded based on He bacl<ground and proposals cf
OPTIONEE; therefo~e, Uis Opti")n cannot be sold, assigned or otheniise trans
ferred without the prior written c~nsent cf CITY. Failure to obtain CITY's
required written consent shall render said 5ale , assignment, or transfer
void.
c. Extension of Opt;~n (10.3) S
Upon written request of OPTIONEE stating the reasons ttlerefore, the City
Manager, or designee~ may, at rris or her sole discretion, extE'na the tern of
this option as follows:
L City Manager or designee may grant an extension of the term of this
option for a reasonable p~riod of ti'7.e, is determined by the CHy Manager
or designee in the event OPTIONEE is delayed in fulfilling the conditions
,
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1,
precedeTit to t~~ H_~~'cise of t~is O~UOf' by r~aS(H, of ar1j caus~ n.et t"'i!
faL;1t of, or Wlithin the reds,onable control of, OPTIONEE Jr its: agents or
employees; or
City Manager or designee !liar grant an extension cf the term of the option
for a period not to ex.:eed flin-e!.y (90) days, in tne eOient OPTIONEE is
delayed in fulfjlling the conditions precedent to the exercise of this
cpt'Ofl fvr any other reason. Hawe"er, U,e C, ti Manager or design.e~ ma)'
grant such extension only upon the fol1owi~g conditions:
a. Written reqJJest for such e:xtenslon shail hai,le D€en deliver-ed by
OPTIONEE to the Real Property Manager at least fjfteen (lS) days prio'r"
to the expiration of the option termj
b. Payment 'ir, 1'l'1 amQunt equal to $5QQ,00 {FiVE hu.ndred dollars} shall
be submitted to CITY with the request for extension referred to above
(in the event an e~tension is denied, CITY shall ref~nd said amount
to OPTIONEE,); arod
c. OPTIONEE shall sub~it, tog€ther with its requEst for extension, ~w1-
den.ce of its progress toward fuifll1ing the cor.ditiorls precedent to
the exercise of this option, docume.ntation cf its proposed a.ctions and
feasibility of satisfying the conditions within the term of the
ex-tension requested and such other 1f1formi!tior: and material as may be
required by the City Manager or designee,
o. Terwinati~n of Optior. (OL 10.4) S
Failure of OPTIONEE to satisfy the terms and conditions of this option fully
and satisfactorily within the time limits stated shan absolutely and
conclusiwely terminate OPTiONEE'S rights hereunder. Upon termination h.::reof
withl>'Jt exerche of the option by OP110NH, OPTIONEE. shell. Wltrllr: S businas5
days of receipt of request from CTTY'S Real Property Manager, deliver to CITY
a properly executed Quitclaim Deed quitclaiming any and all interest in and
to PROPERTY.
Execut.ion of the leas= by CIn and OPT10N~E substantially in the form of
Exhibit I, attached hereto, shall be deemed a termination of this Option
Agreement.
E. OPIIONEE'S Ri9ht to Enter (Ol 10,5) S
CIn hereby grants to OPT10NEE, its agents, employees, and assigns, during the
tern of this option or-any extensi:;n tt1erecf, the right to enter said propeY'ty
or any portion thereof at reasonable times for the purposes of condudii19. at
OPHONEES' own cost and expense, such soil, geolo9ic, and engineering
investi~dtions as ,may be required by any public agency required to approwe any
subdivision or d".lopment of PROPERTY by OPTIONEE. OPTlONEE h.reb)' agrees
REliASES 1!Dl TENNIS 5
--. -,-.,---.
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to' ~ndemnHjI eiT( and hold CIrr, un's ageT1ts and employees, free and
harmless from any loss or liabl1ity irrcurr~d by reason of sud inlJestig;)t10n.
Should ti'l;s option be terminated, OPTIONEE agreEs to fe-pair ar,y and -111
damages caused to the PROPERTY by reason of any such ir;vestig.ation or
investigations.
(In, at the soie d~sr:l:"€:t~on of the City l1~rloger I)r deSignee, m,3.j r"eql.!ire that
OPTimjEE provide evidenre of insurance ccverag€ in the arnourts set fCirtn in
Clause XXIII (INSURANCE) arid/or a security deposit up to one-half of the
amount set forth ir; Clause XlV {SECURIH DEPOSrT} prior to any soil. gEologic
or otner tests or investigations on PROPERH by OPTrONEE, its age~ts,
employees Qr assigr.ees.
F, Notices (OL 10,6) S
Any notice, tendt;!r, or ,jelivery to be given in accordance with this option by
eith~r party to the oHler sliall be given in accorda'lce with Clause xxnrr
(NOTICES) of the attached Lease,
G, Reprl.entations (OL 10,)) S
E~ch party repre~ents to the other tnat it has empToyed no real estate broker
or finder in connection with this agreement and hel"'eby agrees to hold the
other hanrlless, and fre~ from anyliabillty in connection with any corrmission
~r finder's fee alleged to be incurred by it.
H, Entire Agreement (OL 10,8) S
This instrument contains the entire agree:ner.t. between the parties relating to
the option granted bj this agreement. Any oral representations or modifica
tions concerning this instrument shall be of no fcrce and fffect except in a
subsequfnt modification which ;s mode in writing. and signed by boH"1 parties
I_ Recovery cf Attoney's Fees {OL 10.9) S
In the e~ent of any controversy. c'ai~. or dispute between the parties hereto,
ariSing out of or relating to this agreement or the breach the-reof, the
prevailing puty shall be entitled to recover from the lOSing party reasonable
e~penses, inc1uding attorney's fees, and other legal costs.
J. Binding on SiJccessQrs (Ol 10.10) 5
Tnis agreement shall bind and inure to U1e be-nefit of the respective heirs,
penonal representatives, successors, and assigrls of the parties hzreto except
as may be expressly provided elsewhere in this a9reem~nt.
A(L£l.SfS 7,t)L TFN N IS 6
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IN WITNESS WHEREOF, the parties hereto ~ave Ex~cuted t~is Optio~ Agreement on
the day and year first abov~ written.
CITY:
CIT! OF PALO AL10
Mayor
ATIrSl:
City Clerk
APPROVED AS TO FORM:
Sr. Assistant City Attorne~
RECOMMENDED FOR APPROVAL:
DirectClr, Planning ~nd
Cor,muni ty Environment
DirectDr of Finance
Manager, Rfai Property
Oirector, Social & Ccmmunity
Services
Risk Manager
I'\El.£ASES ~ toLTEHNIS
OPTIONEE:
8y:
it s:
8y: __ _
Its:. ________ _
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Exhibit I
proj ect: Tenris/s"'im Center
300S JoHd_5Uef ield F.oac::l:
LEASE #
This Lease is made this
between the City of Falo Alto, a
day of _ ,19 by
:trunicipal corporation, -YCITY)
(TENANT) •
JlECZTALS
RL 2.0 S
and
and
Now, therefore, in consideration ,')f these covenants, terms and
conditions. the parties hereto mutually ag:ree as fo110\,,.-s:
A. In accordance with a votex-approved lI",easure, em April 28,
1987, CIT¥ acquired a 3.73 acre parcel on Kiddlefield Road r
commonly ](no,",7; as "Winter Lodge-site, for the purpose of
continuing its use as an ice skating facility.
B. On January 26, 1950, CITY enter-ed into i! 20-year lease 'With
Communi ty Skating. Inc. for the improvement and continued
operation of the ice skating facility.
C. The nWint~r Lodge" site also includes a former s'Wim and tennis
facility \,..-hich is not included in the l("ase for the ice
skating facility.
O. On , 1993, CITY entered into an Option to Lease
Agreement 'Witb TEN~"T (the "Option""} I under which 7ENA..~'r
agreea to secure all necessary CITY appr~vals and permits in
order to exercise its option to lease the PREMISES, construct
improvements and operate tbe PREMISES as a
E. TENANT has satisfied all the conditions of, and now desires to
exercise, the Option and to lease the PREMISES from CI'l'Y in
order to construct improvements and operate the PREMISES as a
F. CITY and TENANT desire that the s'Wi~ and tennis facility be
improved and operated by the 'I'ENANT as a in
accordance with the terms and conditions set forth below.
1lE-..u.ASI'J ,7/Lzre.iN1S 1
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1. PREMISES (RL J.O) S
Subject to 't_he terms and conditions set forth in this Lease l ClTY
leases tc TE'NAN'l' that certain property ~PREMrSES} described and
shown in "Exhibit BPI. Exhibit B is att.ach~d tQ ~ndl by this
rGference~ made a part of this Lease. Unless specif ically provided
elsewhere in this Lease, TENANT accepts the PREMISES "as-is" on the
dat~ of execution of this L~as~.
II. PURPOSE (RL 4.0) S
The purpose of this Lease is to provide for the development and
opa~ation of a recreational facility otfering tenniS and/or
swimming.
u!. REQUIRED AND OPTIONAL SERVICES AND USES (RL 5.0) S
In furtherance of the purposes stated above I the following required
and optional services and uses shall be provided, pernitted or
prohibited:
A. Required Services and Use...§:. 'I'-hroughout the tenn of this Lease
TENANT shall provide the following services and activities:
B. Optional Services and Uses. S\Jbject to the prior w-ritten
approval of the City lo'!anager .. TENANT may a1.s? use the PRE:JIl.ISi:S
to provide additional services and u::,es which are ancillary to
and compatible ... itn the required services and uses s't.a.ted
above and not in conil iet ~ .. i th the: required uses.. Such
uptional uses may include t!",e follo..-ing;
Approval of optional uses shall be within the sole QiGcretion
of the city ~anager.
C. Restricted Uses. The above listed services and uses, both
required and optional, sha.ll he the only services and 'Uses
permitted upon or fro~ the PREMISES. TENANT agrees not to use
the PREMISES for any other purpose nor to engage in, or
permit, any other business activity within or from the
PREMISES.
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IV. TERM (RL 6.0j 5
The term of this Lease shall be te~ (1'0) y~,i.\r ... depending on
specific nature of use a.nd i1'lprovament,s, com.~encing on the first aa:l
ot the month following signing of LEASE by Cit}'.
V. OP7ION TO EXTEND (RL 6.2) 5
'I'ENANT st-.a 11 have the option to extend this Lease term for an
additional five (5) years if the follo .... ii1g conditions have been
satisfied:
A. TENANT has, to the satisfectioi' of the City Manager r
faithfully perfoL~ed each and every condition ot thi& Lease
througholJt the Lease term. The City Manager' s assess~ent of
TENANT'S per.formance shall be final and conclusiv~ and s~all
be based on infonr.ation received from CrTl·~S staff, and othars
that may have knowledge 0f TENA]J'T/S performance; and
B. TENANT has submitted to CITY, a written notice of TENANT'S
intent to extend the Lease in accordance .;ith the terms of
this clause, on or before six (6) months pr io~ to the end of
the Lea~e term set forth in Clause IV (TERM).
CITY may notify TENANT if TENANT'S performance has. not been
acc~ptable in acco~dance ~ith subparagraph A of this clause within
two (2) months of receipt of TENANT'S notice of intent to extend
this L-ease. CITY'S failure to notify shall not be deemed or
construed as CITY'S approval of TENANT'S option to extend.
VI. CONSIDERATION/RENT (Rl" 7.0) S
A. Ccnsiderati_9Jl_of CITY. In considerati':ln for TEN.WT'S use of
the Prelllises provided by CITY I TEN1.NT shall, in accordance
~ith Clause XI {REN"T PAYMEnT PROCEDURE). pay to CITY. the
qreater of the follo~ing a~ounts:
1. Minimum Annual Rent. The minimum annual rent for the
first Lease year (being the first twelve months following
the commencement of this Lease) shall be ______ dollars '$ ). (Minimum rent to be determined based on
specific nature of use and improvements.) The minimum
annual rental for each su.bsequent Lease year shall be
adjusted automatically to the greater of the following:
a. Seventy-five percent (75\) of the annual rent paid
by TENA.~T to CITk' in accordance ..,i th this Clause
for the previous Lease Year l or
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The initial minimum ann~al rent adjusted in
proportion to eighty-five percent (SS\:) of the
charlge in the Consumer Price Inde>.:, All t!rban
Cor.sumers (base years 1982-1984 100). San
Francisco-oakland-San Jose CS'NA published by the
United States Department of Labor, Bureau of Labor
Statistics, or the offi=ial successor t~ this
index. The adjustl:iH~nt shall be effective on each
anniversary of the commencement of this Lease ~nd
shall be calculated as follo~s;
x = A[(C + O.85(E-C))IC]
\r\o'here:
X Adjusted rental.
A Rental at the co~encement of the Lease.
B Average mont.hly ir.dex for the 12 calendar
months ending wit,h and including the index
published just prior to the month in which
each rental rate adjust!r'tent is to become
effective.
C Average monthly index for the 12 calendar
months ending with and including the index
puhlished just prior to the commencement of
this Lease.
In no event shall the mini':nUnt rent be less than the
!llinimu:n annual rent for the preceding lease year. Should
this Lease be terminated during the Lease year, the
applicable minimum annual rental shall be prorated.
2. Percentage Rental. Percentage rental for TENANT'S use of"
the PREMISES shall be calcul.ated using the follo\oring
percentages of gross receipts fro~ business operations
conQuctcd on or from the PREMI£ES:
Business Category Pel';'_cp.Qtaqe Rent
(to be determined)
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a. Rent for optional service§ ___ and Uses. TFNkNT shall, in
addition to the above, pay to CITY rent for approved optional
se-rvices and uses. Re:"lt tor optional services ana uses
approved in accordance with Cj..ause III (REQUIRED & OPTIONAL
USES} subparagraph B .• shall be mutually agreeable to the City
Manager and TENANT. Should TENANT' and the City Ma.nager fail
to agree to a rent for such approved optional uses, the City
Council shall review data presented by TENANT and the City
Manager and sh~ll determine the appropriate rent. The City
Council determination shall be final and conclusive. Should
TENANT not agree to slJ.ch rent determination, TENP..NT agrees r.ot
to engage in such activity t notwithstanding any prior approval
ot such optional uses, whether express or implied.
VII. REVISION OF RENTALS (RL 1.3) NS
The l'linJ_l!IWIl annual rental specified in Cla~se VI (CONSIDERA
TION/RENT) shall be subject to automatic annual adjustmehts ir'!
proportion to changes in the Conswner Price Index, All Urban
Consumers, (base years 1982-1984 = 100) for San F~ancisco-Oakland
San Jose CSMA published by the u.S. 'Department of Labor, Bureau of
Labor Statistics or any replacement index published by said Bureau.
The automa~ic adjustment shall be effective on each anniversary of
the commencement date of this Lease an.d shall be calculated in
accordance with the following formula:
x = A (B/C)
Where:
x = Adjustea rental.
A Rental at the Commencement of the Lease.
B ~ Average monthly index for the 12 calendar months endinq
with and including the index published just prior to the
month in 'Which each rElntal rate adjustment is to become
effective.
C Average monthly index for the 12 calendar ttlonths ending
with and including the index published. just prior to
commencement of this Lease.
VIII. CHARGE FOR UNAUTHORIZED SERVICES AND USES (RL 7.4) 5
TENANT ~hall pay CITY a sum equal to one hundred percent (lOOl) of
the gro$s receipts for any service or use that is not permitted or
authorized by Clause rII (REQUIRED' OPTIONAL USES). This payment
is subject to the "due daten requir~ment provided in Clau6e XII
{Ca~GE FOR LATE PAYMENT). The ~xistence of such charge or the
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payment or l:'ec~ipt of money under this clause, d·:les not cons.t.itut.e
an authorization of a particular service or use and do.:as not
constitute a '.:aiver of CITY'S right to tenr.inate s.uch service or
l.Jse.
IX. CONTROL OF HOURS, PRICES AND PROCEDURES (RL 8.0) S
TENAN~ shall continuously use the PREMISES for the uses specified
in Subparagraph A of Clause III (REQUIRED AND OPTIONAL SERVICES &
USES) during all usual business hours and on all such days as
comparable: businesses in the area Or as are customarf for the
Required and optiona.l Services and :Jses permitted in accordance
with Clause III (REQUIRED AND OPTIONAL SERVICES & USES). TENANT
shall use only such space within the PREMISES for office, clerical
or other non-sales or services uses as is reasonably required for
TENANT' 5 required or approved uses of the PRDIISES.
TENANT shall at all times maintain a written schedule setting f~rth
the operating hours and operating procedures fvr each required and
optional use provided on or fro'!!! the PREMISES. A scheduie of
prices charge.d for all goods and/or services related to the
required and optional uses of this Lease shall also be Eaintained
and individual merchandise must be clearly priced. TENANT agrees
that when alternate forms of packaging are available, only items
packaged in the ma~~er most compatible with the goals of reducing
litter and preserving the environment shall be sold.
Upon written request, TENANT shall fur:'1.ish the City Manager or
designee, a copy of the schedules and procedures. Should the City
Manager or designee decide that any part of these schedules or
procedures is not justified ~ith regard to fairly satisfying the
needs of the public, TENANT, upon • .rr i tten notice from the City
Manager. shall modify these schedules or proceo'Jres to the
satisfaction of the City Manager. Prior to issuing such a no~ice,
the City Manager or de~ignee, shall personally revie~ a~d confer
~ith TENANT or its repr~sentative.
Primary consideration shall be given to the public's benefit in
implementing this clause. All prices charged for goods and{or
services supplied to the p'.1.blic on or from the PREMISES shall be
fair and reasonable, based upon the following considerations:
A. The degree of public service involved in the sale of the goods
and/or services;
S. The market prices charged by other competing and/or comparable
businesses; and
C. The reasonableness cf the profit margin as related industry
wide.
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TENANT'S failure comply vith the provisions of this cla'~se sh!lll
consti tute a :elaterial :breach of this Lease and may be grounds for
termination of this Lease.
TENANT aq:-ees t-hat it 'w'ill operate and manage the services and
facilities offered in a competent and efficient manner at least
comparable to other well managed operations of a similar type.
TENANT &hall at all times retain active, qualified; competent, and
experienced personnel to supery:i.se TENANT' 5 operation and to
represent and act for TENANT. TE'NAN'T shall require its attendants
and employees to be properly dressed, clean, courteous, efficient,
and neat in appearance at all tim~s. TENANT shall not allow any
person(s) in or about the PREMISES who shall use offensive language
and/or act i~ a boisterous or otherwise improper manner~ TE~ANT
shall maintain a close checK. over attendants and emplorees to
insure the maintenance of a high standard of service to the public.
It the city Manager, on behalf of CITY, determines that the quality
of service rendered by TENANT, including, 'Without limitation, a
determination tnat the standard of service provided by any employee
of TENANT is not satisfactory under the provisions of this Lease,
TENANT shall act immediately to remedy any and all such
determinations after receipt of notice from the City Manager.
CITY reserves the right to disqualify from providing services to
the public employees of TENANT who do not meet the standards of
service specified in this paragraph~ CITY may require TENANT to
remove any employees from the provision of services to the public
pursuant to the t~rms and conditions of this Lea.se. TEl-.lANT'S
tail~e to effectively remedy any written notice of determination
to the satisfaction of the City within five (5) days of receipt of
such notice shall constitute a default by TENANT.
X. DEFINITION OF GROSS RECEIPTS (RL 9.0) 5
The term "gross receipts" upon which percentage rentals are to be
based shall include:
A. The sale price of all goOOs, ",,'arc~, merchandise, and products
sold on or from the PREMISES by T£N~~T, whether for cash or
credit and whether payment is actually made or not;
B~ The charges made by TENANT for sale or rendition on or from
the PREMISES of services of any nature or kind Whatsoever,
whether for cash or credit and whether payment is actually
made or not;
C. All admissi~n, entry rental, and other fees of any nature or
kind charged by TENANT {including but not limited to deposits
accepted by TENANT};
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D. A~l sums deposited in any cain-operated vendi:l.g machine or
ot.her device maintained on the PREMISES I regardless of the.
ownership of the Iflacrl.ine or device, or \.:hethe:-Such sums are
removed 3na counted by TENANT or others, and regardless of
what percentage thereof TENANT is entitled to receive;
E.
F.
XI.
A.
The fair rental value of facilities used by TENANT or its
employees for purposes othe~ chan the business purposes for
~hich the PREMISES are leased;
Secur i ty deposits colle-::ted by TENANT from its subtenants,
agE:=nts , concessionaires or licensees and not placed in an
escrow' or trust account ""i th interest not accrui:'l9 to the
TENANT.
RENT PAYMENT PROCED0RE (RL 10.1) S
Payment of Rentals. On Or before the t~entieth day of each
month, TENANT shall pay rent to CITY as set forth in Clause VI
{CONSIDERATION/RENT) and shall render to CITY a correct.
statement of all applicable gross receipts and rent due for
~~at portion of ~he current accounting year which ends with
and. includes the last day of the preceding calendar month.
The statement shall be signed by TENANT or its responsible
agent under penalty of perjury, and shall Le substantially in
the form of Exhik:it C attached to, and by this reference,
incorporated into this 'lease.
B. commencement of Obligation to Pay. TENANT' 5 obligation to pay
percentage rent to C.!TY for acti vi ty or occupancy of any
sublessee of all or a pcrtion of the PREMISES shall commence
~ith the earliest of the following dates (whether or not CITY
has approved the sublease and regardless of whether or not a
perce.ntage rent \rIas established bi' CITY):
1. Commencement date of sublea~e;
2. Date of physical occupancy; cr
3 • Oate of earliest activity (Le.,
solicitation of business, construction
sublessee, e~c.}.
sale of goods,
or alteration by
Acceptance of rental hereunder shall not c~nstitute approval
of any unauthorized sublease or use.
c. plac~ of Payment "nd Fi ling. Rental paj'lflents shall be
delivered to, and statements required by this clause and
Clause XIII (RECORDS AND ACCOUNTS) sc,all be filed with the
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D.
XII.
.
Rea.l Property Manager, 250 Hal'l1ilton Avenue, PO Box 10250, Palo
Alto, California 94303. The designated place of pa~~ent and
filin.g may be chanqed 'it any time by CITY upon ten (10) days
written noticE: to TENANT. Rental payments :may be made by
cheCK made payable to City of Palo AltQ, ho,*,ever, TENANT
assumes all risk of loss or delay if pay-l!:ents are made bi'
mail.
~ccep~aTIce of Late or Incorrect Rent. TENANT specifically
.agrees that acceptance of any late or incorrect rentals
submitted by TEMANT shall not constitute an acquiescence or
waiver by CITY and shall not prevent CITY from enforcing
Clause XII (CHARGE FOR LATE PAYME'NT) or any other remedy
provided in this Lease.
CHAEGE FOR LATE PAYMENT [RL 11. 2) S
If any payment of rent as specified in Clause VI
(CONSIDERATION/RENT) is not received by CI~Y on or before the due
date on the twentieth of the month, or if any other sum due CITY is
not received by CITY on or before the due date for such other sums,
a lete charge determined in accordance with the following formula
shall be added to the delinquent payment, and the total sum shall
become immediately due and payable to CITY:
L A + D[(R + 2%)/12)J
Where~
L The charge for late payment due CITY
A The administrative costs involved with collection
of past d\,;;e SUlIl, e.g., Delinquent Notices l
telephone contacts, etc., whiCh for the purpose of
this clause shall be $45.00
D The amount of the delinquent payments
R The current average annual rate of return on the
City's portfolio of invested funds as reported by
the Treasury Manager
Acceptance of late charges and/or any portion of the ove.rdue
payment by CITY shall in no event constitute a waiver of TENANT'S
default with respect to such overdue payment, nor prevent CITY from
exercising any of the other rights and remedies granted hereunde~
or by any provision of la •.
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XIrI. RECORDS AND ACCOUNTS (RL 12.0J 5
).. B.ecQrds~ 'I'EN.l..NT shall, at all times during the term cf this
Le-ase. keep or cause to be 1:'.ept true and complete beoks,
rec~rd5, and accounts of all financial transactions conducted
in the operation of all business activities, of .... hatever
nature; conducted pursuant to the rights granted herein. The
records, books and accour-.ts shall be :kept or !:lade available to
CITY at. a location within Santa Clara or San Mateo county.
The reccrds must be supported by source documents su~n as sale
slips, cash register tapes, purchase invoices, or other
pertinent documents. Except as may be oth~~ise provided by
thi~ Lease, all retail sales and charges shall be recorded by
means of ~ash registers or other comparable devices which
display to the c'.Jstomer the amount of the trans-action a:!ld
automatically issue a receipt. The registers shall be
equipped with devices -which lock in sales totals and ether
transaction rec()rds, or-with counters ·which are not reset table
and which record ~rar.saction numbers and sales details.
Totals registered shall be read and recorded at the beginning
and end of each day. Retail sales and charges may be recorded
by a system other than cash registers or other comparable
devices providecl that system is approved by the city Auditor.
In the event of admission charges or rentals, TENANT shall
issue serially numbered tickets for each such admission or
rental and shall keep an adequate record of the tickets, both
issued and unissued.
upon request of TENANT and at the city Audit~r's sole
discretion, the city Auditor may authorize the keeping of the
above-referenced books of account and rec~rds and supporting
sc~rce documents in a single location outside the limits of
Santa Clara or San Mateo County provided TENANT ag~ees to pay
all expenses including, but not limited to, transportation,
food, and lodging necessary tor the City Auditor to send its
reoresentative to audit or re.view bvoks and records. Th5.s
right shall not be e.xercised by the City Auditor more than
once each accounting year.
B. The AccQ\lnting Year. The accounting year shall be tweJve full
calendar months. The accounting year may be established by
TENANT. provided TENA..lJT has notified CITY in writing of the
accounting year to be used. The accounting year shall be
deemed to be approved by CITY unless CITY objects to TEN.}..NT' 5
selection in .writing wit:r~in sixty (60} days of receipt of
TENANT'S written notification.
In the event TENANT fails to establish an accounting year of
its choice, regardless of the cause, the accounting year shall
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be syncnymvus -with the t .... elve {12) month per-iod !ollolo.·ing
commencement of this Lease.
Once aT, accoiJrlting year is esta!:>lished. it shall be continued
through the term of the Leas~ ~nless CITY specifi~ally
approves in vriting a different accounting ysar. CITY shall
approve a change in accounting r-ears only in the event of
undue hardship being pl,,_ced on ei the!' the TENANT or CITY, and
not because of mere convenience or inconvenience.
C. Financial StiJtements Clnd Audit by~. Within ninety (SOl
days after the end of eac;, accounting year, TENANT shall J at
its own expense, submit to C!T¥ a palance sheet and income
statement prepared and audited by a Certifiec Public
Accountant, reflecting business transacted on or from the
PREMISES during the preceding accounting year. The certified
Public Accountant must attest that the balance and income
st.a.tement submitted are an accurate representation of TENANT"S
records as reported to the United Stat~E of America for income
tax purposes. At the same time. 'tErV.NT shall subm.it to CITY
a statement certified as to the accuracy by a certified Public
Accountant wherein the total gross receipts for the accounting
year are classified according to the categories of business
established for percentage rental and listed in Clause VI
(CONSIDER'TI0NjRENT) and for any ether business conducted on
or fro~ the PREMISES. The City Auditor may accept alterna
tives to the above certifiad Public Accountant-audited
statement provided that in the City Auditor's sole opinion,
the alternative provides SUfficient assurance tha~ the
financial statement accurately reflect busines$ transacted on
or from the PREMISES.
All of TENANTIS books of account and records and supporting
source documents shall .be mad€ available to CITY'S
representatives a~ any and all reasonable time du~ing the term
of this Lease and ~ithin two (~) years after expiration or
termination of this Lease, for the purpose of determining the
accuracy of the ~onthly statements of sales and monies
received, and rent due and paid to CITY,
Notwithstanding the previous paragraph, the full cost of any
such audit by CITY, as determined by CITY, shall be borne Py
TENANT if either of the following conditions exists:
1. The audit reveals an underpayment of Jnore than two
percent (2%) between the rent due as reported and paid by
TENANT in accordance with this Lease and the rent due as
deternined by the audit; or
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2. TENANT has failed to maintein true and complete bo~ks~
records, accounts, and supporting source documents in
accordance with subparagraph A above. The adequacy of
records s'nall be determined by the city AlH:'Ii tor.
Otherwise, CITY shall bear the cost of any ~uch audit.
Upon the request of CIT~ I TENANT shall promptl:{ provide, at
TENA."1'I-' S expense, necesEioary data to enable CITY to fully comply
with any and all requirements of the State of California or the
United States of America for ir..formation or reports relating to
this Lease and to TENANT'S use of the PREMISES. Such data shall
include I if required, a detailed breakdown of TEN~~T/S use of the
PREMISES, GI.nd/or a detailed breakdown of TENANT' 5 receipts and
eXp-g!nses.
XIV. SECURITY DEPOSIT (RL 13.1) S
A security deposit in the sum cf five thousand dollars ($5,000.00)
shall be provided to CITY by TENANT. The security deposit shall
take one of the forms set out below and shall guarantee TENANT'S
full and faithful performance of all the terms, covenants. and
conditions of this Lease.
A~ Cash.
B. The assignment to CITY of a savings deposit held in a
tini!...l"J.cial institution in Santa Clara or San Mateo County
acceptable to CITY. At a minimum. 6u~h assignment shall be
evidenced by the delivery to CITY of the original passbook
reflecting the savings deposit and a written assiqnment of the
d.eposit to CITY in a form approved by the Real Pr-operty
Manager.
C. A Time Certificat~ of Deposit from a financial institution in
Santa Clara or San Mateo County wherei'l the principal SUIll is
made payable to CITY or order. Both the financial i~stitution
and the form of the certificate must be approved by the Real
property Manager.
D. A Letter of creditor other instrument of credit trom a
financial institution, subject to regulation by the state or
federal government, pledging that funds necessary to secure
performance of the Lease terms, covenants, and conditions, are
on deposit and guaranteed for pa:~rment, and agt"eeing that said
funds shall be trust funds sec~ring TENANT'S performance and
that all or a::1:7 part shall be paid to CITY or order upon
demand by CIT¥~ Both the financial institution(s) and the
form of the instrument,s} must be approved by Real Property
Manager.
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Regardless of the to!Ln in which TENA...t.,;T elects to raak6 said security
dEposit, all or aTIY portion of the principal SUDl shall be available
unconditionally to CITY for correcting any default or breach of
this Lease incurred by CIT\' as a result of the failure by TENANT,
its successors or as:signs, to faithfull}' per-forTI! all of the terms,
covenants, and conditions of this Lease. Should TENA~T elect to
provide a Time Certificate of Deposit, L€tter of Credit~ or other
instrument of credit, t .. ereinafter collectively referred to as
Ii INSTRlJ"M,ENT " , to fulfill the security d.eposit requirements of this
L-ease., the INSTRUMENT shall contain a provision .... hereby the
institution iss".Jing tr:'5! INSTRUMENT agrees to provide CITY with
WTitten notice of its intent not to renew the INSTRUMENT at least
thirty (30) days prior to expiration or termination of the
INSTRUMENT. If TENANT has !"'lot provided CITY 'Wi ":h an acceptable
alternate form of security deposit ~t least ten (10) days prior to
expiration or termination of the INSTRUMENT~ CITY may demand and
obtain f:rom the institution issuing the INSTRUMENT, the amount
secure.d. by the INSTRUMENT as satisfaction of the security deposit
provision of this Lease.
Should TENA.."lT elect to assign the sevings'deposit to CITY, or
provide an alternate INSTRUMENT~ to fulfill the security deposit
requirements of this Lease~ the a:ssignment, or issuance of the
INSTRT.JME'h'T shall have tl''".e effect of releasing the depositor or
creditor therein from liability on account of the payment of any or
all of the principal sum to CITY or order upon demand of CITY. The
agreement entered into by TENANT with a financial institution to
establish the depo~it necessary to permit assignment or issuance of
a certificate as provided aDove~ may allo~ the payment of interest
accruing on account of the deposit to TENANT, or order.
TENANT shall maintain the required security deposit throughout the
Lease term. Failure to do so shall be deemed a default and may be
grounds tor immediate termination of this Le3se~ The security
deposit shall be repated, reassigf'led, released, or endorsed to
TE...t'.(ANT or order, as applicable, at the end of the Lease ts.nn,
provided T~~ANT or order, as applicable, at the end of the Lease
term, provided TENANT has fully ~nd faithfully performed each and
every term, covenant, and condition of this Lease~
On each five-year anniversary date of the commencement of this
Lease, the amount of the security deposit set forth above shall be
adjusted according to the following formula:
"''"here:
'L
R
SD
A
R ~ SD[(B + D.85(A -Bl/B]
Revised security deposit~
Initial security deposit.
Average monthly index for the 12 calendar
months ending 'With and including the index
13
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t
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publiE.hed just prior tc the month in 'Which
each securit:,' deposit adjustmoeT'lt is to become
effective.
B =--A-,I'ecage monthly index for the 12 calendar
mont.hs ending liith and including the inde.x
p"<Jblished just prior ~o commencement of this
Lease.
In no event shall the aI:lount of the revised security deposit be
less than the initial security deposit. The difference between the
initial security deposit and the revised security deposit shall be
due and payable to CITY within te~ (lJ) days of receipt of a notice
of revision of the security deposit from the Real property Manager.
XV. MAINTENANCE AND REPAIR (RL 14.1) N5
TENANT at its exp&nse, shall perform all maint~nance ~nd repairs,
including all pain1:ing f and all maintenance of lan~scaped areas
necessary to keep the PREMISES and all improvements thereto in
first-class order, repair and condition throughout the term of this
LEASE. In additioTl, TENANT shall liIaintain~ at its expense, all
equipment, furnishings and trade fixtures upon the PREMISES
required for the maintenance and operation of a first-class
business of the type to be conducted pursuant to Clause II!
{REQUIRED AND OPTIONAL SERVICES WD USES}. TENANT waives the right
to make repairs at the expense of CI'r'i and the benefit of the
provisions of Sections 1941 and 1942 ot the Civil Code of
CAlifornia relatinq thereto; and further agrees that if and when
a.ny repairs, alterations~ additions or betterments shal::'" be made by
it as required by this paraqr3.ph, it shall promptly pay for all
labor done or materials furnished and shall keep the PREMISES free
and clear of any lien or e.ncu.m!Jrance of any kind .... hatsoever.
Should TENANT fail to make any repairs or perform any maintenance
work for which it is liable, CITY shall have the option to make th~
repairs and TENANT ....... ithin ten (10) days of receipt of a bill
therefor front the Real Property Manager ~ reimburse CITY for the
cost of such repairs, including a fifteen percent {15%}
administrati ve 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 perfoI'llJ
maintenance as provided in this clause.
TENANT shall be responsible for its share of the maintenance ana
repair of all the parking area of the city-o~nea 3.73 acre parcel~
TEN1LNT'S share shall be determined by the ~umber of parking spaces
required tor the use of the facility and the number of months the
facility is in operation~ by mutual agreement of TENANT and CITY.
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XVI. INrTIAL CONSTRUCTION Bi TENANT (RL 15.0) S
.,. ltinimuill ConstructiQ1L!lna Timing. TENANT .shall in ar. efficient
and .... o:!"x:mar,likE: manner, cause: to be designed~ constru.cted, and
installed within the PREMISES, at no cost to CITY 1 appropriate
improvements to adeq'.latQly aCCOllll!H:>date these services and uses
required :by Clause III (REQUIRED , OPTIONAL SERVICES AI'ill
USES) . ThE! plans prepared by TENkNT ana approved by CITY
during the option period prcceedinq execution of this Lease
shall be a master plan fo~ development of the PREMISES 1 and
the cons.truction drawings prepared by TENANT and approved by
~he City Engineer durinq the same period snall be the plans j
specifications I a~d time schedule for constructing such
improvements. Development proposed by TENANT in the master
plan may be scheduled in incI ements approved by the city
Manager or designee.
B. pevelopment: Plan and construction Standards. All desiq1'l and
construction shall conform .... ith the construction and
architectural standards contained in CITY-approved plans and
cons~ru=tion drawings and shall meet all other requirements
~ontained in this Lease.
C. Minimum cost of Improvements. The minimum cost of TENANT
constructed improvements ~hall be $
XVII. COI/STRUCTIOI/ ANDiOR ALTERA"rIOI/ BY TENAIIT (RL 15.1) S
A. CITX'S Congent. No structares l improvements, or facilities
shall be constructed, erected, altered, or m.ade within t&,e
PREMISES without the prior written consent of City Council if
required by City of Palo Alto procedures or cr-dinances, or
othentise by the City Manager. Any conditions relating to the
manner, method j design, and construction of the structures,
improvements, or facilities established b:r~ CITY shall be
conditions of this clause as though originally stated herein~
TENANT may, at any time and at its sole expense, install and
place business fixtures and equipment within any building
constructed by CITY, provided such fixtures and installation
have been reviewed and approved by the City M.anager I or
designee.
8. Strict Compliance with Plans and Specifications. All
improvements constructed by ~ENANT within the PREMISES shall
be constructed in an efficient and workcar,like manner and in
strict compliance ... it.h detailed plans and specifications
approved by the City Council if required by City of Palo Alto
procedures or orQinances or othe~ise by the City Manager, or
designee, and applicable City of Palo Alto codes and
ordinances.
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c. Certificat~ Q..L.I.D __ ?paction. Upon completion c! construction of
any building, TENANT shall submit to the :r<ee.l Prope!""ty
Marlage.r-, .a Certif icate of Ir,spection~ verifyin'9 that the
const.cuctior, '.'as co:mpleted in conformance '.dth Title 20 of the
Californi~ Code of Regulatior.s for residenti~l cc~struction(
or in confor:r:ance with Title 24 of t.he Cr::liforr.ia Code of
R~qulation5 for non-residentidl construction.
XVIII. TENANTtS ASSURA..~CE OF CONSTRUC'rION COMPLETION (RL 15.2) 5
Prior to commencement of construction of apprcved facilities, or
any pha.se thereof. within the PREMISES by TENANT. TENA .. 'oJT shall
furnish the Real Property Manager t evidenca that assures CITY that
sufticie:lt monies will be available to complete the proposed
construction. The al'!'.ount of such assurance sllall be at least the
total estimated construction cost that ..... as sub~i tted to and
appt"oved by CITY in accordance with this Lease and the (date 9.f
Opticn.L.. Option Agreement. Evidence of such ass'J.rance shall take
one or wore of the: forms set out be lor...' and shall guarantee TENANT' I S
full and faithful performance of all of the terIns, covenants, and
conditions of this Lease:
A~ Completion Bond;
B. Performance r labor and material bonds, supplied by TENANT'S
contractor or contracto!"s, pruvided tbe bonds are issued
jointly to TENANT and CITY;
-
C~ Irrevocable letter of credit from a fL~H.ncial institutionj or
D. Any combination of the above.
All bonds and letters of credit must be issued by a surety company
qualified to transact surety business in the State of California
and be acceptable to the Director of Finance and City Attorney.
All bonds and lettsrs of credit shall be in a form acceDtable to
the Director of FinaJ"l.ce and City Attorney, and shail insure
faithful and full observance and performance by TENANT of all of
the terms, conditions, ccvenants .. and agreements relatin~ to the
construction of improvements in accorcance with plans approved by
CITY as set forth in this Lease.
XI>:. DAMAGE TO OR DESTRUCTION OF IMPROVEMEN'I'S (RL 15.3) S
In the event of damage to or destruction of TENANT-constructed
buildings, facilities, or improvements located 'Within the PREMISES
o!" in the event TENANT-constructed buildings, facilities, or
improvemer-.ts located 'Wi thin the PREMISES are declared unsafe or
unfit for-use or occupancy br a public entity ..... ith the authority to
make and enfcrce such declaration, TENANT shall, 'Within thirty (30)
days, commence and diligently pursue to completion the repair,
replacement .. or recoIistruction of improvements necessary to permit
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full use and occupan-cy of the PREMISES for the purposes required by
this Leas~. Repair, replacement, or re~ons~ruction of irnproveme~ts
vithin the PREMISES shall be accomplished in a manner and according
to plans approved by the Chie.f Building Official and the Real
Property Manager. Except as: otherwis-e provided herein, terminatior:
of this Lease shall not reduce O~ nullify 'I'ENAHT' S obligation ur,der
this paragraph.
Nct\o'ithstandi:l.g t::he above, shou)d the TENM'T-constr:.:cted
imprcvements on the PREM.ISES b~ more than seventy-five percent
(75\) destroyed or damaged by an insured loss duri.ng the last five
(5) Y6ars of the term of this Lease, TENANT shall have rhe option
of rebuilding or repairing such damage or terminating this Lease~
TENANT shall notify the Real Property Manager in "oolriting of its
decision within ten !10j days of the occurrence of such damage or
destruction. In the event that TENANT elects to terminate this
Lease and not rebuild O~ repair such damage, TENANT sha]l demolish
any remaining structures or portions of structures nQt desired by
CITY and clean up any and all debris and shall pay to CIry a pro
rata portion of the proceeds of insurance required in accordance
with Clause XXIII (INSURANCE). The pro-rat~ portion shall be based
on the following formula:
L F (R/Tl
L CIT'll S portion of insurance proceed.:;.
P Total insurance proceeds paid exclusive of
demcJ,.ition and debris removal expenses.
R Remaining ter~, of t:he Lease.
T Tne total Lea~e term, including any extensions
made in accordance with this Lease.
xx. AS BU1LT PLANS (RL 15.5) 5
Upon completion of ani major TENANT-constructed improvements~
TENANT shall provide the Real Property Manager with a complete set
of' reproducible "'as built plans" reflecting actual construction
.ithin or upon the PREMISES. TENANT shall also provide the Real
Prope::'ty Manager "dth a statemei1t signed by TENA.."l'T under penaltr of
perjury certified as to accurac}' and of actual construction costs
for all such improvements.
XXI, OWNERSHIP OF IMPROVEMENTS (RL 16.0) S
All improvements constructed, erected or installed upon the
PREMISES must be free and clear of all liens~ clairns~ or liability
for labor or matetial and shall become the property of CITY, at its
IlE-lEASE.> M.2TtNNlS 17
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< +~ :~-~.
election r upor.. expiration or e~rl ier termination of
upon city's eleccion, shall remain upon the
termination of this Le~se.
•
<'-" __ '~ -,~."j -"AA __ ._~
this lease and,
PREMISES upon
Title to all equipment, f1.lrniture, furnishings and trade fixtLlres
placed by TEN_ltNT upon the PREMISES shall rema in in TENAlrr. and
replacel'f1.ents i substitutions arlO modifications therec! may be rnad::
by TF.NA..~T throughout the term of this Leae:e. TENANT may remov'S
such fixtures and furrlishings upon termination of this Lease if
TENAJol'T is not then in default under this Lea.se I provided tha't
TENANT shall repair to the satisfaction of CITY any damage to the
PREMISES and imprc'vements cau~ed by such removal and provided that
usual and customary lighting~ plumbing and heating fixtures shall
remain upon the PREMISES upon termination of this Lease.
XXII. UTILITIES (RL 17.0) S
TENAN'r shall be responsible for and shall pay, prior to
delinquency, all charges for utilities 5uppljed to the PREMISES.
XXIII. INS~~CE (RL 18.1) S
TENANT shall mdin~ain insurance acceptable to CITY in full force and
effect throughout the term of this Lease.
M1nJmum Scope of Insurance
Coverage shall be at least as broad as:
1) Insurance Services Office Commercial General Lia.bility
coverage (occurrence fo~ CG 0001).
2) Insu!."'ance Services Office fo!"!r'. r.umber CA 0001 (Ed. 1/S7)
covering AutolT.cbile Liability. eoce 1 (any auto).
3} Workers' COTripensat,ion insllrance as required by the state of
California and Employer's Liability Insurance.
4) Course of Constructi::m insurance form providing coverage
fOT naIl risks" of loss.
The policy or policies of insurance maintained by TENANT shall
provide the following limits and coverages:
POLl.I;;X
(l} WORKERS'
COMPENSATION
!i..E·L6ASES, 7/ l7.TENNlS
MINIMl~ LIMITS OF LIABILITY
Statutory
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(2) COMPREliE.NSIVE Bodily Injury
.!t.UTOMOSILE
LIABILITY, Pro}jerty Damage
including owned,
hired, and non-owned
automobiles
$1,000,000
$1,000,000
'$1,C'00,000
ea.
ea.
e •.
person
occurrence
occurre:nce
(3) CQl-!PREHENS IVE BlJd ily Injury $1,000,000 ea. person
$1,000,000 ea. occurrence
$1,000,000 aggreg~te
$1,000,000 .ea. occurre.nce
$1,000,000 ea. occurrence
GENERAL
LIABILITY
incl~ding Property Damage
products and Personal Injury
completed operations,
br-oad form contractual,
and personal injury.
(4) FIRE & EXTENDED
COVERAGE
(5) COURSE OF
CONSTRUCTION
Not less than ninety percent {90%) of the
replacement cost of all insurable
improvern~nts ~ithin or upon the PREMISES.
Such policies liIust il"lclude ",-ater damage
and debris cleanup provisions. Additional
fire and extended coverage must be
obtained in accordance .... ith this clause
upo~ completion of construction or
installation of any major insurable
improvement.
Completeu val~e of the project.
peductibles and Self-Insured Retention~
Any deductibles or self-insured retentions must be declared to a~d
approved by the CITY. At the option of the CITY eithe.r: the ir.s'..lrer
shall reduce or eliminate SLlch deduct.ibles or self-insured retentions
as respe~ts the CITY, its officers, officials, employees and
volunte~rs; or the TENANT shall procure a bond guaranteeing payment
of losses and related investigations, claim administration and
defense expenses.
Insurance shall be in full force and effect commencing on the first
day of the term of this Lease. Each insurance policy required by
this Lease shall contain the following clauses:
1. .. Each insurance policy required by t.his clause 'Shall be
endorsed to state that coverage shall not be suspended,
voided I canceled by either party, reduced in coverage or in
limits except after thirty {30) days' prior written notice
by certified mail, return receipt requ-ested, has been given
to the CITY."
R.I:·l~S,ES 7il..zT~15 19
2. "All rights of subrogation are hereby ~"aived against the
CITY OF PALO ALTO and the members of the City Count:il ~nd
elective or-appointive officers or employees, ... ·hen acting
",'ithin the scope of their employrr.ent or appoir.tment.1<I
3 • "The CIT'i OF PALO ALTO
property and course of
described a~ove."
is named as a
cO:lstructiO!"l.
loss payee on the
ir,surance pOlicies
4. "'-rhe CITY, its officers, officials, el'!'.ploye-es, agents and
voluntee~s are 'to be co .... ered as insureds as respect=:;.=
liability arising out of act.iviti::!s performed by or on
behalf of the TENANT; products and completE:d operations of
th~ TENANT; premises owned, occupied or used by the TENANT;
or automobiles owned, leased, hired or barrollled by the
TENANT. The coverage shall contain no special limitations
on the scope of protection afforded to the CITY. its
officers, officials, e~ployees, agents or volunteers.-
5. -For any claims related to this Lea.:;e, the 'I'.E'NANT's
insurance coverage shall be primary insurance as respects
the CITY, its officers, officials l employees, agents and
volunteers. Any insurance or self-in"mrance maintained by
the CI'l.''i t its officers, officials, e:::cployees, agents or
volunteers shall be excess of the TENANT's insurance and
shall not contribute with it."
6. "Any failure to comply .ith reporting or other provisions
of the policies including breaches of ~arranties shall not
affect coverage provided tQ the ClTY. its officers,
officials, employees, agents or volunteers."
7. "The TENANT I s insurance shall
insured against .... hom claim is
except .... ith respect to the
liability.n
apply separately
made or suit is
lin] ts of the
to each
bro',lght,
irls'J.rer'S
Insurance is to be placed with insurers with a current A.M. Best's
rating of no less than A:VII.
XXIV. rNSL~CE (RL 18.2)
TENANT agrees to deposit with the Real Propertj' Manager~ on or before
the efte~tjve date of this Lease, certificates of insurance necessary
to satisfj CITY that the insurance provisions of this Lease have been
c01l:!plied .'ith, and to keep such insuranCE in effect ar.d the
certificates therefore on deposit ~ith CITY during the entire tp.rm of
this Lease. Should TENANT not provicl:e evidence of such requirt2:d
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coverage at least three (3) days prior tc-the expiration of any
exist.ing insura:"'lce covera'gE. CJ'I''l may purchase such insurance, or.
behalf of and ~t the expense of TENANT to provide: six mOllti"'lS of
coverage.
CITY shall retain the :right at any tit'ne to revie· .... the coverage, for!!'!,
and amount of the in~urance req'J.ired hereby. If I in the opinion cf
the Risk Man.ager I tne insurance provisio!ls in this LeC'l.se de not
provide ~dequate protection tor CITY and for rr,embers of the pLlblir..:
using the PREMISES, the Real Property Manager may require TENANT to
obtain insurance sufficient in coverage, forro r and an-tount to provide
adequate protection as determined by the Risk Manager. CITY'S
requirements shall be re.asonable and shall be designed to assure
proteotion from and against the kind and extent of risk which exists
at the time SI. change in insurance is required.
The Real Property Manager shall notify TIDlANT in writing of changes
in tha insurance requirements. If TEN.~T does not deposit copies of
accgpt~hle insurance policies with CITY incorporating such changes
within sixty '60) days Of receipt of such notice, or in the event
T&~ANT fails to maintain in effect any required insuran~e coverage,
TENANT shall be in default under this lease ~ithout further notice to
TENANT. Such failure shall constitute a material breach and shall be
grounds for immediate termination of this Lease at the option of
CITY.
The procuring of such required policy or policies of insurance shall
not be construed to limit TEN.~T'S liability hereunder nor to fulfill
the indemnification provision and requirements of this Lease.
Notwithstanding the policy or policies of insurance, TENANT shall be
obligated for 1:he full and total an-.ount of any damage, injury. or
loss caused br or connected with this Lease or with use or occl.:.pancy
of the PREMISES.
xxv. ASSIGNING I SUBLETTING, AND ENCUMBERiNG (RL 19.0) S
Any mortgage, pledge, hypothecation, encumbrance, transfer, sublease,
or assignment (collectively referred to as ENCu~BR'NCE} of TENANT'S
interest in the PREMISES, or any part or portion there ot, shall
first be approved in writing by the City Manager or designee. Any
ENCUMBRANCE which has not been approved by CITY in writing shall be
void. Occupancy of the PREMISES by a prospectiv'e transferee,
subtenant, or assignee before approval of the transfer, sublease, or
assignmeTlt by C1TY shall const.itute a breach of this Lease.
If TENANT is a corporation, an ~nincorporateu association or
partnership, the ENClTM8FUL~CE or transfer of any stock or interest in
corporation, association, or pa~tnership in the aggregate exceeding
twenty-five percent (25%) shall be deemed an assignment within the
meaning of this Lease.
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Should CITY consent 'to any ENCl~BRANCE, such consent shall not
constitute a 'Waiver of any of tl1.e terms, cO'Jenarlts, or conditions of
this Leilse. such terms, covenants, or conditions sl":all apply to each
and every ENCUMBRANCE hereunder and shall be severally binding upon
each and ever}' assig!'lee, transferee, subtenant T or other successor in
interest of TENANT. A~y docu~ent to encu~ber, transfe~, sublet, or
assign the PRE.."fISES or any part thereof shall incorpol'ate directly or
by r-eference all the provisions of this Lease.
CI';Y agre,::.s that it ",,,ill not arbitrarill' \rrithhold consent to any
encumbrance, but CITY may 'Withhold consent at its sole discretion if
any of the fcllowing conditions exist:
A. TE~ANT or a~y of its successors or assigns is in def~ult of any
term, covenant. or condition of this Lease, whether notice of
default has or has not been given by CIT'.l;
B. The prospective ENCtN:BRNlCER does nat indicat:.e in o.rritirlg that
such ENCUMBRANCE is subject to all the terms, covenants. and
conditions of this Lease;
c. All the terms, covenants 7 and conditions of the proposed
ENCUMBRANCE including the consiceration ther-efo:."e of any and
every kind, have not been revealed in 1;.'!."iting to CITY;
D~ Any construction required of TENANT as a condition of this Lease
has not been completed to the satisfaction of CITY;
E. The processing fee required by CITY and set forth in the then
current Palo Alto Municipal Fee. Schedule. has not been paid to
CITY;
F. If an assignment or sublease is proposed, and TENANT has not
provided CITY 'wdth sufficient info:-r.,aticn to permit CITY to
completely evaluat.e the backgro,,"nd, skills 7 financial position,
proposed operat:ing plan ch<:l.nges and references of the
prospective assignee or subtenant; or
G. If the proposed assignee does not have the required skills.
experience or financial standing to provide at least the same "~
level of service as TENANT which determination shall be w"ithin
t!le sole discretion of the City Mal'"laqer.
The above list is not inclusive but is intended to give TEN"ANT some
idea of the types of situation ",'here Cl~Y ri:ay ..... ithhold its consent to
any ENCUMBRANCE. CITY reserves the right to ~ithhold its consent to
any ENCUMBRANCE that .... ill. iT! CITY'S sole option, adverselr affect
the provision of service required by this Lease or adversely affect
CITY'S interest ir. and to the land and structures covered by this
Lease. Hypothecatic~ of the leasehold interest created by this Lea£e
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is expressl)o' prohibited and any attempted hypot.hecation shall be null
and veid.
XXVI. DEFAULT' TN T£RMS OF THE I.·EASE BY TEN.~N'i' {RL 20.1) S
A. Act....Q..Uefault Defined. The follo' • .'ing events constitute acts of
default under this Lease:
1. St;ould TENANT fail to pay 311 or any portion of rental or
any other payment due CIT¥ at the times and in the :!'r,anner
provid~d in this Lease;
2. Should TENANT a.) abandon or vacate: the PREMISES (absence
from the PR&~ISES for ten (10) days or more shall
conclusively be deemed an abandonment of the PREMISES), b.)
violate the provisions of Cla"..1se XXV (A.SSIGNING,
SU8LE'TTrNG~ and ENCUMBERING), or c.) fail to provide
evidence of insurance coverage throughout the terlll of this
Lease in accordance vith Clause XXIII (INSURANCE); and
3. Should TENAN"T' violate any other provision of this Lease,
and such violation shall not be cured within thirty (30)
days after 'Written notice of such violation .by CITY to
TENANT. Ho".,"ever r in the evel"'.t of a violation which cannot
reasonabl)r be cured within thirty (30) days, TENANT shall
have a reasonable period of time (as determined by the City
Manuger) to cure such violation.
4. Should TEN~~T:
a. file a voluntary petition or have an involuntary
petition filed against it in bankruptcy or under any
insolvency act or lawj
b. be adjudicated a bankrupt; or
c. att~mpt to make a general assig~~en~ for the benefit
of its creditors.
B. Rights and Remedies of CIT'i. In the event TENANT com.. ... ·tti ts an act
of default, as defined in Subparagraph A. of this clause~ the
following rights ano remedies shall be available to CITY which
rights and remedies shall not be exclusive, but ... 'hich shall be
cumulative and in addition to any and all rights and remedies
noW' or .hereafter allowed by law or otherwise specifically
provided in other clauses in this Lease:
1. CITY may, at its election I
force and effect and not
possession of the PREMISES,
the right to collect rental
continue tbis Lease in full
terminate TENANT'S right to
in ~hich event CITY shall have
and other payments when due;
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2. CITY shall also have the right to terl'!'.inate this Lease and
TEN~~T~S right to possession of the PREMISES at any time
after-the occurrence of an act of default by TENA..~1'r upon
_ritter, notice to TENANT tog~ther vith the right to recover
dam~g~s for such act of default;
3. CIT't shall also have the right to ha.ve a receiver appointeu
to co11ect r~Mtals and conduct TENANT'S busine~s;
4. CITY lnal', at its election, at any time after TENANT comrr,its
an a.ct of default and .... ithout notice, c:..I.re the act of
default fer the account a~d at the expense of TENANT. If
CITY. by reason of an act of default by TENANT, is
co"mpelled to pay. or elect to pay, any sum of money or do
any act that will require the payner.t of an:y sum of :money I
the sum or SUll1S paid by CITY, together with an
administrative charge equal to fifteen percent (15\:) of
said sum or sums; shall be deemed to be additional renta!
due CITY under this Lease and shall be due from TENANT with
ten (lO) days of CITY'S ~ailing an invoice therefore by
certified :m~il;
5. CrTY shall also have the right to seek an action or suit in
equity to e~join any acts O~ thirHJs \"·:r.ich may be unlawful
or in viol~tion of the rights of CITY;
6. CIT'{ shall 2:1so have the right to se:ek a mandamus or other
suit, action of proceeding at law or in equity to enforce
its right against TENANT and any of its officers, agents,
employees, assiqns or subtenants, and to compel it to
perfor~ and carry out its duties and obligations under the
law, the covenants and agreements as:. provided in this
Lease.
1. CITY ard 'I'ENA."'JT :specifically agree t!1at acts of rna~ntenance
or preservdtion or efforts to relet the PREMISES (including
the making of alterations and/or improvements to the
PREMISES in connection with any reletting) I and/or the
appointment of a rec.eiver upon inj tiative cf CITY to
protect CITY'S interests u~der this Lease will not
constitute a termination of TENk~T/S right to posse~5ion.
2. Upon a termination of TENANT'S right to possession, ':ITY
shall have the right to recover from TENANT:
a. The ~orth at the time of a~ard of the unpaid rental
which had been earned at the time of termination of
the Lease; and
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b. The worth at the time of award of the amount D'j 'Which
the unpaid rental which would have been eerned after
th~ date of termination of this Lease u~til the time
of award ~xceeds the amount of such rental loss that
TENA."lT proved t;'o'.lld have been reasonably avc-idedj anj
c. The ,,'orth 21t the time of a",'ard of t[le amount by which
the ~npaij rental for the balance of the term after
tl"1.e time of award exceeds the Ci!,!,.ount of s;Jch rental
loss that ~rENAN'T proves could be reasonably avoided;
and
d. Arl)' other amount neces:;ary to co:r;;pensate CITY for all
detriment. approximately caused by TENANT'S act of
default O'r \TOhich in the ordina~y course of things
~ould be likely to result th~refrom, ~ncludinq,
wit.hout li.mitation, all costs incurrl?d by CITY in
connection ~ith reletting the PREMISES, court costs
and reascnable attorney~s fees.
The phrase "the fJort.h at the time of the al,{ard" as ccr,tained herein
is to be computed by allowing interest at the rate equal to CITY'S
average rate of return on invested fu.nds plus t .... ·(') percent (2%), or
the maximum allo ..... ed by law, "'ihichever is greater.
CITY'S efforts to mitigate the damages caused by TERlVlT'S act of
default shall not constitute: a 'Waiver of CITY'S right to recover
damages under the provisions of this clause. Upon termination of
t,his. Lease, pursuant to Subparagraph B. of this clause, CITY may
immediately re-enter the, PREMISES witnout due process of la'W, take
possession of all buildings, improvements, additions, alterations,
equipEent, eject all parties in possession thereof therefrom, using
slJch force for that purpose as may be necessary ..... ithout being liable
to any prosecution for the re-entry or the use of such force. Any
such re-entry by CITi' si,all be allowed by TENANT ..... l.thout hindrance I
and CITY shall not be liabl~ in damages or guilty of trespass because
of any such re-entry. In the event of any re-~ntry or taking of
posses~ion of the PREMISES, CITY shall have the right, but not be
I obli9ated. to remove therefrom all of any part of the personal
property located therein, and CITY may place the same in storage at
a public warel"'.ouse at the expense and r i5k of o'*'ner or owners
thereof.
Nothing in this clause shall affect CITY'S right to indemnification
for liability arising prior to termination of this Lease for personal
injury or property damage pursuant to other provisions of this Lease.
D. hRQ9_intment of Rec_eiver. If a receivet' is appointed at the
request of CIT~ in any action against TENANT to take possession
of the PREMISES and/or to collect the rents or profits derived
therefrom, the receiver lllay, if it is necessa.ry or convenient in
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order to collect such rents from profits, cond~lct the business
of TENANT then being carried on in the PPEMlSES~ and ~ay take
possession of any personal property belonging to TENANT and used
in the cC<1duct of sucb business and :may be used by the appointed
receiver i" cor,dl..l.cting such business on behalf of CIT"i and
TENANT. Neither tr,e application for the appointment o£ such
receivsr nor the appointment 0= such receiver shall b~ construed
as an e:lection on CITY'S part to te!:"minate this Lease unless a
notice of such intention is given to TENANT. TENJ..Nl' agrees to
indemnif}" and hold CI'ry harmless from any liability arising out
of the entry by any such receiver and the ~aking of possession
of the PREMISES and/or use of personal property.
).TvII. BANKRUPTCY BY TENANT (RL 20.2) S
Neither TENANT'S interest in this Lease, nor any lesser interest of
TENANT in this Lease, nor any estate of TENANT created by this Lease,
shall pass to any trustee, receiver, assignee for the benefit of
creditors, TENANT as a Debtor-In-possession or any other person or
entity (hereinafter collectively reierre:3 to as ItTRUSTEEJI) by
operation of law' ·~.m~er the laws of any state having jurisdiction of
the person or property of TENANT under any bankruptcy proceeding
unless CITY shall specifically consent to such transfer {h,;.reinafter
referred to as "TRANSFER") or assign:m.ent in writing. Acceptance by
CITY of rent or an:{ other payments dUE CI'l'l' from any such 'l'FUSTEE
shall not be deemed to be a waiver of the need to obtain CITY'S
consent to any such TRANSFER. CITY'S ccnser.t to any such TRANSFER
and CITY'S right to terminate this Lease under any bankruptcy
proceedings shall be gov,erned by the follo'Winq paragraphs of this
Lease.
A. CITY'S Consent to 'I'i:'ar.sfer. CITY shall consent to TRANSFER only
if the follo;..ring terms and ccnditions have been. satisfied:
1. TRUSTEE !""as, in ..... r iting, elected to assume and has agreed
to abide by all of the tenns and conditions, specifically
inclyding the use restriction of this Lease Yithin sixty
(60) dai's from the date of the order for relief j
2. TENI>.NT or TRUSTEE has cured, or provided adequate aSS1 ... rance
that any :rnonetari~ default under this Lease ... ill be cured
within thirty (30) days of such TRANSFER;
3. TENANT or TRuSTEE has compensated CITY or has provided CITY
adequate assurance that ;..rithin ten (10) days of such
TRANSFER~ CITY \oIi11 be compensated for any pecuniary loss
incurred by CITY arising from the default of TENANT' or
TRUSTEEj
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4. TFNANl' or TRUSTEE has pl"ovided CITY '.:ith adequate aSSurance
of the f",ture perform<":11ce of eac.h and E-very obligation of
TENA."J'T or TRVS'l'£E under th is Lease;
5. Tf.NANT or l'RU$'i'EE has deposited ""ith CITY, as security ff)r
timely payment of rent, aJ"'. amount equal to three (3} months
rent and any ether monetary charges which may accrue or
come due within the three (J) months following such
TRANSFER. Should rent be ba~ed on p~rce~tage rent, the
rent shall be estimated by usin~ the monthly average total
rent paid b}' TENA.NT over the p~eceding three (3) x'ears;
6. The TRANSFER shall ;lot breact-. any provision reI ating to the
leased FREMISES in any other lease, mortgage, financing
agreement or other agreement by ~hich CIT~ is bound.
, . TENANT or TRUSTEE has provided CITY w"i th sufficient
info~ation regarding TRDSTEE, or any known proposed
subsequent assignee, to enable CITY to determine that the
'I"RUSTEE, or any known proposed sUbsequent assignee, has the
skills; experience and financial standing to successfully
provide the uses and services required by this Lease, which
determination shall be .... ithin the discretion of the City
Manager.
For the purposes of this subparagraph A, CITY and TENANT
acknowledge that, in the context of the bankruptcy proceeding of
'IE~lANT, "adequate assur2nce" shall, as a minittluM, mean:
L TRUSTEE or T.E.NP-..NT has and shall continue to have SUfficient
unencumbered assets after the payment of all secured
obligations and administrative expenses to assure CITY that
TEN~~ or TRUSTEE ~ill have sufficient funds to fulfill the
obligations of TEN.~ .. NT or TRUSTEE under this Lp...ase, and to
keep the PREMISES stocked ~ith sUfficie~t nerchandise
a!"'lC/or suppl i~s and pr-operly staffed to conduct a fully
operatiDnal actively pro!!1oted business on the PRE.'1:ISES; ano
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The Bankruptcy Court shall have entered an order
segregating sufficient cash pa~ .. able to CITY and/or TRUSTEE
shall have granted a valid and perfected first lien and
security interest and/or mortgage in property of T~1ANT or
T~USTEE, acceptable in valUe and kind to CITY securing
TENAlJT'S or TRUSTEE'S obligation to cure the monetary
defaults under this Lease within the ti~e limits set forth
above, or TRUSTEE shall have obtair.ed guarantees
satisfactory in form and substance to CITY from one or more
persons or entities who satisfy CITY'S standards of credit
worthiness; and
------~--~
) . CITi has obtained all, consents or ~aivers from ~ny third
party required under any lease, mo~tgage. financing
arrar.socment: or other agreerr:ent by ;,,"hich CrTY is bound to
Fennit CI'ri to cor.sen-:=; to such TRANSFERS.
B. Termirl{lti9J'! of Lease. This Lease shall, at CI'l'J"S optior.,
terminate if aMi' of the follor".ing conditior'.s exiEt:
2.
If TENANT
accordance
above;
or TRUSTEE fails to
,.;ith the requirements
assume this Lease
of subparagraph A.
in
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If a TRANSFER meeting each and every condi tj on set for-r.!". in
subparC:!graph A above has not been completed within 120 days
of TENANT'S becomlng a Debtor under C'hapter 7 of the
Bankruptcy Code, or within one hundred twenty (120) days of
the date of fili.ng of a Petition for reorganization or
adjustment of debts under Chapter 11 or 13 of the
Bankruptcy Code; or
3. If this Lease is assumed by a Trustee appointed for TENANT
or by TENA. .... T as Debtor-ln-Possession und~r the provision of
subparagraph A above and TENA..~T is thereafter liq .... idated or
files a subsequent Petition for reo=ganization or
adjustment of debts u~dar Chapter 11 or 1) of the
Bankruptcy Co~e.
CITY'S election to 'C.erminate this Lease shall be delivered to TENANT
in vriting riO later than thirty PO) days after the occurrence of any
of the above events. CITY' shall tJ1.er.eupon be immediately entitled to
possession of the PREMISES vithout further obligation to TENANT or
TRUSTEE, and this Lease shall be cancelled, hut CITY'S right to be
compensated for da~ages in such liquidation proceeding shall survive.
XXVIII. NOTICES (RL 23.8) S
All notices, statements, demands .. requests~ consents, approvals,
authorizations, offers, agreements, appointments or designations
hereunder give by either party to the other, shall be in writing and
shall be sufficiently gi'v'en and served upon 'the other party if (1)
personally served, (2) sent by United states certified rnail. postage,
prepaid, (3) sent by express delivery service, or (4) in the case of
a facsimile, if sent to tnf:! telephone r.umb.er(s) set forth belo,",
during normal business hou.rs of the receiVing party and followed
within 48 hours by delivery of hard copy of the mat.erial sent by
facsi~.ile. in accordance with {l), (2) or (3) above. Personal
service shall include, without limitation, service by deli'/ery
service and service by facsimile transmission. Delivery of notices
properly addressed shall be deemed complete \"hen the notice is
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-c}:.;.':: : ".-;,:/,--'ll:tI·r;
. __ ~_~=wlI"s~$)~,ro; .. (v-.:>_-"","'"
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physically delivered to the Real Property Manager or
All notices pursu~nt to this lease shall be addressed as set forth
below or as either party I"lay subsequent:ly designate br ... ritter:
notice.
70: CIT'!
Real property Manager
City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto~ CA 94303
FAX: (415) 329-2468
with a copy to:
TO: TENANT
City Clerk, City of Palo Alto
P.O. Box 10250
250 Hamilton Avenue
Palo Alto, CA 94303
FAX: C41S} 029-2646
and
City Attorney, City of Palo Alto
P.O~ Box 10250
250 Hamilton Avenue
Palo Alto CA 94303
FAX: (415) 329-2646
IXXX~ AT'!ACl-iMEN'l TO LEASE (RL 24.0) S
This Lease includes the following exhibits, which are attached hereto
and by this refezence incorporated into this Lease:
Exhibit A -General Conditions
Exhibit B -Description of Leased Premises
The inclusion of clauses in Exhibit A (GENERAL CONDITIOnS) is not in
a~y way intended to lessen the importance of these clauses, but is
merely done to e~~ance the organization of various clauses and this
Lease.
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(RL 25.0)
IN WITNESS WHEREOF, the pClrties have executed this Lease the day ~;1d
year first above written.
RL 26.0)
CIT~:
CITY OF PALO ALTO (LESSOR)
BY:
Mayor/City }tanager
BY :----,~-cc------
city Clerk
APPROVED AS TO FORM:
BY:~~_~ ___ ~ __ __
Senior Asst. City Attorney
PROPERTY DESCRIPTION APPROVED:
By: __ ~ __________ ~
Public Works/Engir.eerin-g-----
RECOKKEh~E~ FOR APPROVAL:
By:~ __ ~ __ ~ __ ~
Director, So·:::ial and community
services
By: ___ .... __
Director of Finance
By: __________________ __
Real Pr~perty Manager
By: ::0--:-= ____ ---------
Risk Manager
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TENi\N'l' :
Its:
B)·: ____ _
Its:
(corp~o~r~a~t~e~S~e-a~l~)---
"
EY.hISIT A
GENERAL CONDITIONS
1. DEFINITIONS (RL 27.1) S
cI'l'~ shall r.lean the City council of tr-.e City of Palo Alto, a
municipal corporation.
The city Manager is hereby au~horized to take any actions und~r t~is
Lease on behalf of CITY except for ter~iT'lation of this Lease.
Clauses in this lease refer to specific officers or employees of
CIT¥. Should these positions be eliminated or the title changes, it
is understood and agreed that such references shall be considered to
be tc the new title for rena;ned pas i tions or to the replacement
official designated with the responsibilities of any ~lirninated
position. Any reference to a City office.r or e:r.lployee includes a
reference to the officer's or err.ployee's designated representative.
2. PARTNERSHIP/CORPORATE AUTHORITY &: LIABILITY ,RL 27.2) S
If TENANT 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 County; and
B. shall be jointly ar,d se .... erally liable. for pgrfcrmance of the
terms and provisions of this Lease.
If TENAJ.."'l' is a corporation I each individual signing this Lease on
behalf of TENANT represents and ~arrants that;
A. he is duly allt,r.orizea. to do so in accordance 'irr'ith an adopted
Resolution of ,!'ENA>"T'S Board of Directors or in accordance \o:it.h
the Bylaws of the corporation; and
s. TENANT is a duly qualified corporation authorized to do busine.~ s
in st~te of California.
As used in t.his Lease, the term "TENANT" shall include TENANT, its
Bqents. slJolessees, concessional.res, or licensees, or any person
acting under contract with TENANT; however, the definition of TENANT
used h"!:rein, shall not be construed to authorize or permit .!:ny
sublease or licenses net authorized O~ per~itted elsewhere in this
Lease.
3. TIME (RL 21.3) S
Time is of the essence of this Lease,
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4. SIGNS (RL 27.4) 5
TENJu~'I' agrees not to construct, r.'.a i:1ta in, ot'" allow any sign to be
placed upon the PREr-~I5ES e>;cept a5 rna,' be approved by CI'I'Y.
Unapproved signs, banners, etc., may be re~cved by CITY.
5. PERMITS AND LICE:SSES (RL 27.5) S
TENANT shall be req',dred to obtain any and all permits .and/or
licenses Which !r1.ay be required in connectiorJ .... :i th the operatior: of,
aTld any appro"led TENA.l.JT constructi·::m Up~rl, the PREMISES as set fort.h
in this Lease.
6. MEC:tANIC'S LIENS (RL 2:7.6} 5
TENANT shall at all times indemnify a:1d save CITY harrnl€ss from all
claims for labor or materials supplied in corlnectian with
construction, repair, alteration, or installation cf structures,
improvements I equipment, or facilities within the PREMISES~ and from
the cost of defending against such clai~s, including attorney fees.
TENANT shall provide CITY ... it.h at: least ten {IO} days .... ritten notice
prior to COmrrlencement of any 'Work which could give rise to a
mechanics lien or stop notice. CITY res~rves the right to enter upon
PREMISES for the pu.rposes of posting Notices of Non-Responsibility.
In the event a lien is ilnposed upon the PREMISES as a result of such
construction, repair, alteration, or instal1ation~ TENANT shall
either:
A. Record a valid Release of Lienj or
B. Deposit sufficient cash with CITi to cover the areount of the
claim on trle 1 is" in question ar.d authoriZe paj"ment to the
e::.:ter.t of said deposl t to ar!y subseque:1t. j udgmer.t holder that
may arise as a matter of public record iro'C< litigation 'With
regard to lienholder claim; or
c~ Procure and record a bond in accordance with Section 3143 of the
eiv) 1 Code, which releases the PRE.),jISES frott the claim of the
lien from any actio:1 brought to foreclose the lien.
Should TENANT fail to accomplish one of the three optional actions
within fifteen (15) days after the filing of such a lien, the Lease
shall be in default arId ::rJay be subject to irn.mediate termination.
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7. LEASE ORGANIZATION Ah'O R~jLES Or' CO:~STRliCrlO:-; (RL 27.7) S
Words of the masculine gender shall be deemed and construed to
include correlat.ive ",·oro.s of the fer.inine and neut.er genders. TJnless
the context. other--"'ise indicates~ -words i:rr.po:-ting the singular number
shall include th~ plural nU"l';',beI.-and .... ic-e. versa., and word.s impot'ting
persons sl".all inclu.de corporations and ass')ciatlons l i:lcluding public
bodies~ as ~ell as ~atural persons.
The terms "hereby" I I'hereoflt J "her~tolt, "herein lf f "hereunder n and al'1.¥
similar terms, as used in this agr£ernent, refer to this agree~ent.
All the terms and provi5icns hereof shall be construed to effectuate
t.lJ.e purposes set forth hei:"ein, and 1:.0 sustain t.he validjty hereof.
The titles and headings of the sections of this agreement have been
inserted for convenience of referer.ce only. are r,ot to be considered
a part hereof and shall not in '?ny w.'ay modify or restrict any of the
terms of provisions hereof or be ccnsidered ~r given any effect in
construing this ag.reement or any provision hereof in ascertair,ing
intent, if any qU6sticn of intent sball .3rise.
S. AMENDMENTS (P.L 27. e) s
Thip LEase sets forth all of the ag=eements and unde~st8ndings of the
parties and any modifications must be ~ritt~n and properly executed
by both parties.
9. UNLAWFUL USE (RL 27.9) S
TENANT agrees that no improvements shall be erected. placed upon,
operated~ ncr maintained within the PREMISES, !'lor Bt'.y business
conducted or carried un therein or therefrom, in violation of the
tenrls of this I.ease, or of any regLl.lat.ion , order of laW'~ statute, or
ordinance of a governmental agency having joJrisdiction over TENAN1"S
use of the PREMISES.
10. NONDISCRIMINATION (EL 27.10) S
TENANT and its employees shall not discriminate against any person
because of race, color, religion, ancestry. age, sex~ national origin
or physical handicap. TEN~WT shall not discriminate against any
el:'lployee or applic,,"nt for employmE!'l't because of race, color,
religion, ancestry, sex, age, ~a~ional origin or physical handicap.
TENANT covenants t.o meet all requireu.ents of the Palo Alto Municipal
Cod£;!: pertaining to nondiscrimination in employment~ If TENANT is
found in violation of the nondiscrimination provision of the State of
California Fair Employment Practices Act or similar proviSions of
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federal law or executive order in the conduct of its activities ~nder
this Lease by the St.atE:: of Cal iforn.ia Fair Ecnployment Practic~s
COmJllission or the equivaler.t federal ag,;"cy ot" officer. it shall
therehv be found in default ;..:nder this Lease, and such cefa'.llt shall
constitute a mati!.rial bre~ch of this Lease. CIT'{ shall the:n have t":le
pOwer to cancel cr suspend this Lease in ',.hole or in part.
.L.... INSPECTION (RL 27.11) 5
CITY'S employees and agents shall bave the rig~t at all reasonable
times to inspect the PREMISES to deterlI'.ine if the provisions of this
Leas~ are being ccrr.plied ~ith.
12. HOLD HAR.."fLESS (PL 27.12) S
TENANT hereby .... aives all claims, li2.bility ;!Ind recourse against CITY
including the right of contribution foc loss or damage of or to
persons 0[' property ariSing from, gro\o.·ing out of ::)r in any ... ay
connected ,",'i th or related to th is agreement. TENANT herebjo' agrees to
indemnify, hold harmless and defend CITY, its officers, agents, and
employees against any and all clains, liability, demands, damages~
cost, expenses or attorne1s' fees arising out of the ooeration or
:aaintenance of the propert), described herEi:1 or 'I'ENAIfT'S performance
or non perfor:l!'.ance of the term~, of this Lease. In the event CITY is
named as co-defendant, TEl .... ANT shall notifv CITY of such fact and
shall represent CITY in such legal action unless ClTY undertakes to
represent itself as co-defendant in such legal cc'tion, in 'Which event
TENANT shall pa:{ to CITI' its litigation costs, expenses and
attorneys' fees.
13. TAXES AND ASSESSMENTS (RL 27.13) S
This Lease tl,3Y create a pos<:;essary interest " .. 'r.ich is 5ubje-::t to the
payment of taxes levied on such intere;'L It is understood and
agreed that all taxes and assessments (ir.cl uding but not linli ted to
the possessory interest tax) iothich become due and payable upon tbc
PREMISES or upon fixtures r equipment, or other property installed or
constructed thereon, srlall be the full responsibility of TENANT and
TENAI-lT shall pay the taxes and assessments prior to delinquency.
14. SUCCESSORS IN INTEREST (RL 27~14) S.
Unless other'oolise provided in this Lease l thE.' terms, covenants, and
conditions contained herein shall apply to and bind the heirs,
successors, executors, ad~inistrators, and assigns of all the parties
hereto~ all of whom shall be. jointly and severally liable hereunder.
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15. CIRCL'"MSTANCES WHICii E;':-:USE PERFOFJ.'.ANCE (FORCE ~..AJEUH!::) {RL
27.15) S
It either party hereto shall be delayed or pre-.'c':"ltea from the
per!onr,ance of a:cy act required h~re·.mder by reason of acts of God,
restrictive government~l laws or regulations, or other cause without
fault and beyond tne control ·:Jf the party-obligated {financial
inability excepted) , performance .of such act shall be excused for the
period of the delay and the period fer the perfo!""!1':ance of any such
act shall be extended for a period ~quival~nt tc the period of such
delay.
16. PA.RTIAL INVALIDITY {RL 27.16) S
If any term, covenant, condition, or provisicn of this Lease is
determined to be invalid, void, cr u~enforceable, by a court of
competent jurisdiction. the remainder of the provisions hereof shall
remain in full force and effect and. shall in no •• ray be affected~
impaired, or invalidated thereby.
17. WAI\i-£k OF EIGH'!'S fRL 27.17) 5
The tailure of CITY or TENANT to insist 'Jpon st:.r ict performance of
any of the terms, covenants; or conditions of this Lease shall not be
deemed a ~aiver of any right or remedy that CITY or TENANT may have,
and sha.ll not be deemed a .,aiver of the right to reqo..:.ire strict
performance af all the terms, covenants, and conditions of the Lease
thereafter, nor a ~aiver of any remedy for the subsequent breach or
de.!'ault of any term, covenant I or condition of the Lease.
18. COSTS OF SUSTAINING AN ACTION FOR BREACH OR DEFAlJLT
(RL 27.18) S
In the event eittler CITY er TEN~N7 ccr:r!':'.ences legal action against. the
.. other claiming a breach 0= default of t!lis Lease, the prevailing
party in such litigation shall be entitled to recover from the other
cost of sustaining such actio!"., including reasc:lable attor-ney fees,
as ma}' be fixed by the Court.
19. RESERVATIONS TO CITY (RL 27.19) S
The PREMISES are accepted nas isl'l and lI.,.here is" by TeNANT subject to
any and all existing easements, and encumbrances_ CITY reserves the
right to install, lay, construct, lTlaintain, repair. and operate such
sanitary se~ers, drains, storm water sewers. pipelines, manholes, and
connections; ~ater, oil. and gas pipelines; telephone and telegraph
power lines; and thE: applicaticns and appurte!"la!"lces necessary or
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convenient for conncctio,'"] ther~.,: i th, i r" over, upon, through, across
and along-the PREMISE.S or a ny part tnereof I and to Cl"lte.r the PREMISES
fOr any and all such purposes. CIT'i a1;::.0 re.se!'Ve5 the right to grant
franchises, easements. rights of ~ay, and permits. in. over, upon,
through, across, and along any and all porticns of the PREMISES. No
right res~rved by CITY in this claUSE shall be 30 exercised as to
interfere unrea sonably \01 i t:. TEN";'_NT' S ope rat io,., rlereunaer.
CIT);· agrees tha.t rights granted to third parties by reaSurl of this
clauze shall contain previsions that the s~rface of the land shall be
restored as nearly as practicabl.; to the crigi.nal conditio!") upon the
completion of any construction.
20. HOLDING OVER (RL :27.2(1) S
In the event TENANT shall cOr"'.tinue in possession of the PREMISES
after the term of ~he Lease, such possessio~ shall not be considered
a renewal of this Lease but a te~a~cy from month to month and shall
be governed by the ~onditior.s, and covenants con~ained in this Lease.
21. CONDITION OF PREMISES UPON TER!"l:INJI.TION (RL :2"'i.21) S
upon terrninatiorl of this Lease, except as otherwise agreed to herein,.
TEN~~ shall redeliver possession .of the PREMISES to CITY in
substantially the same conditi.on that existed immediately prior to
TENANT'S occupancy, reasonable wear and tear, flood, earthquake. war,
and any act of war excepted.
22~ DISPOSITIOn OF ABANDONED PERSONAL PROPERTY {RL 27.22) S
If TENANT abandons the FREHISES or is dispossessed thereof by process
of la'W or other .... ise. titlE; tc any personal property belonging to
TENANT and left on the PREJo':ISES forty-five. (45) days after such
abandonment or dispossessio~ shall be deem~d to have be2n transferred
.t to CITY. CITY shall have the right to remove and to dispose of such
property -without liability therefor to TENANT or to any person
claiming under TENANT, and shall hav~ no need to account therefor~
23. QUITCLAIM OF TENANT'S INTEREST UPON TER?lINATIGN (RL 27.23) S
Upon termination of this Lease for any rea50n~ including but not
limited to termination because cf default by TENlL~T, TENANT Shall, at
CITY'S request execute. acknowledge and deliver to CITY within five
(5) days after receipt of "";-:: i tten demand thereof. a good and
sufficient deed INhereb~l all rights, title, and interest of TENANT in
the PREMISES, is qUitclaimed to CITY. ShOLlld TENJo..NT fail or refuse
to deliver the required deed to CITY, CITY may prepare and record a
If,t..EA5ES,1,'l...~·IS
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notice reciti:J.g thE failur-e cf TU:.b..1'-'T 't-o @'xec'..,n:e~ ackr.ol ... ledge and
deliver suerl deed a:1d the notice shall ce conclusive evidence of the
termination of this Lease, a%"jd of all right of T£NA..'~JT or those
claiming u!""tder TENAN':' in and to the PREMISES.
24. CITY'S RIGHT 1'0 RE-ENTEi=; (RL :27.24) S
TENANT agrees to yield and peaceably deliver possessio;-. of the
PREMISES to CITY on the date of termination of t.his Lease l .... h2ltsoever
the reason for such termination.
Upon giving \lritten notice of termination to Tt.N~NT, CIT'i shall have
the right to re-enter and t.~ke possession of the PREMISES on the date
such termination becomes effective without further notice of any kind
and \rIithout institution of regular' legal proceedings. Termination of
the Lease and re-entry of tt·,e PREY.ISES by CITY shall in no .. 'ay alter
or diminish ani' obligation of TENANT under the Le~se terms and shall
constitute an acceptance or surrender.
TENANT waives a~y and all rights of redemption under any existing or
future !.aw or statute in the event:. of eviction from or dispossession
of the PREMISES for ar.y reason or in the event CITY re-enters and
lawfully re-takes possession of the PR~~!SES.
25. CONFLICT OF INTEREST (RL 27.25) S
TENANT warrants and covenants that no official or employee of CITY
nor any business entity in yhicn any official or employee of C!TY is
interested: (1) has been employed or retained tc solicit or aid in
the procuring of this agre.ementj or (2) 'Will be: employed in the
performance of this agreement .. o.<ithout the divulgence of such fact to
CITY. In the event that CITY deter~ines that the emplo~~ent of any
such official, emplo:.'ee or busilies;s entity is not compatible with
such cffi=:ial's or ~,mploye-e.'s duties as en efficial or employee of
CIT", TENANT upon request of CI'I'Y shall inu~ediately terminate such
emplo~ent~ Violation of this provision constitutes a serious breach
of this Lease and CITY may terminate this Lease as a result of such
violation.
,6. EMINENT DOI'.AIN (RL 27.26) S
In the event the whole or any part of the PREMISES are condemned t;ly
a p1Jblic entity in -r:he lalo.'ful exercise of its power of elr.inent
domain. this Lease shall cease as to the part condemned. The date of
such ter-mina!.ion shall be: the effective date of possession of the
whole or part of the PREMISES by the condemning public entity.
If only a part is condemned and the condemnation of that part does
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not substantially impair the cdpacity of the remal~de~ to be ~sed for
t.l1e purposes required by this LE'_ase/ TE!'<AN'[ :shall continue to be
bound by the terms, cove.--:a::-lts and condi t ions of this Lease. HO\olever.
the then current rnini~cm annual rent shall be reduced in proportion
to the relatior.snip that the co:,:"pcnsati en pa:'d by the conderr,nir.g
pu~lic entity for the portion conde~ned bears to the value of the
entire PREMISES as of tbe date of possessio •. of the part. condemned.
If the condemnation of a part of the: :PREr1ISES substantially impairs
the capacity of the re::nainder to be used tor the purposes required by
this Lease ( TENANT may:
J.+o Terminate this Lease and tl:.ereby be absolve.d of obligations
under this Lease which t,ave :!'"JO't accrued as of the date of
possession by the condemning p:.lblic entit.y; or
B. Contin·ue to occupy the rerc.a in ing PRE.."USES and thsreby continu~
to be bound by the terms, covenants and conditio!"ls of this
Lease. If TENANT elects to contim.:8 in possession of the
remainder of the PREMISES, the then current annual minimum
rental shall be reduced in proportion to the relationship that
the compensation paid by the condemning public entity for the
part conde:r:med bears to the value of the entire leased PREMISES
as of the date of possession by the condemning public entity.
TENA.."iT shall provide CITY ..... it:h ,"'ritten notice advising CITY of
TENANT'S choice lJ.·ithin tt.irty (30) days of !,ossession of the part
condemned by the condemning public entity.
CITY shall be entitled to and shall receive all cornpensati~n related
to the condemnation of all or part of the PREMISES by the exercise of
eminent domain except that TENANT shall be entitled to that portion
of the compensation which represents the va lue of the TENANT
constructed irr.pr-oveme!"1ts for the remainder of the Lease term. The
amount to ~hich TENlL~T shall be entitled shall not exceed the actual
cost of improvemeYlts cOr1:::tn.lcted by TE!':}d~'I' :i."ed'...ced in proportion to
the relationshi.p of tl"le remaining Le.ase ter~ to the original Lease
term, using a straight line approach.
27. CHANGES IN PRICE INDICES (RL 27.27) 5
Clauses contained in this Lease rr,ay provide fo!' adjust:rnent based on
the Consumer Price Index:, component indices, or other indicE'_s.
Should these indices be changed~ alten~d or cease 1:0 be published,
the following conditions shall apply:
A. If the subject index is changed 50 that the base year differs
from that used as of the month in ·..:hich the term co,m:rnences, 'the
subject index shall be converted in accordar.ce with the
conversion factor published by the publisher of that index;
S. If the subject index is discontinued or revised during the Lease
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tr;rlT:,. such index shall be replaced by another gcvern:went inde:.<
or computat.ion ;.rhich ',.:il1 obtain substantial1y the same result
as 'IoIould be obtained if 'Che subject index had r.ot beer:
discontinued or revised.
28. POST-ACQUISITION TENAN'CY (iU.. 21.:2 8) S
TENM~T hereby acknow'ledges that. its c,;::cupancy of the PREMISES is
sUbsequent to acquisition 'Of the PREMrSES by CITY. TENA."JT further
underst.ands an.d agrees that as a post-acquisition tena~t, TENANT is
not eligible and furthet"Il'Iore '\,,;aives all clair:.s for relocation
assistance ar.d benefits under federal J state or local law,
29~ HAZARDOUS SUBSTk~:ES (RL 27.29) S
il.. Definition. A.s used h€reir., the terrr, "Hazardous Materials"
means any substance or material \o.Ihich has been determined by any
state. federal or local governmental autt:oriti' to be capable of
pOSing risk of injury to heal th, safety, ar.d property. including
petroleLJm and petroleum product!::; 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 l the California Health and Welfare Agency in
connection with the Safe Water and Toxic Enforcement Act of
1986, the tLS~ Department of Transportat~on, the "J~S~ Department
of Aqricult"..lre l 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 gove!:'nmental agency now or
hereafter authorized to regul~te materials and substances in the
environment. Without li:rniting the generality of the foregoing.
the term "Hazardous Material Sfl shall include all of those
materials and substances defined as "toxic materials" in
Sections 6668C through 66685 of Title 22 of the California Code
cf Regulations, Division 4, Chapter :20. as the same may be
amended from ti~e to time.
B. TENANT'S Use of PREMISES. D'..lring the term of this Lease, TE'NANT
shall abide and be bound by a 11 of the fol1ov,'ing requirements:
i. TENA..-";' .. ' shall cOn1ply .... lth all law5:. nO'wi or hereafter in
effect relating to the use of Hazardous Materials on l under
or about the PREMISES, and TEN~~T shall not contaminate the
PREMISES, or its subs"..lrf<'l-::es, -• .'ith any Hazardous Materials.
ii. 'I'EN.WT shall restrict its use of .Hazardous Mater ia1s at the
PREMISES to these kinds of mater ials that are normally used
in constructing the Proj ect. Disposal of any Hazardous
Mater ials at the Premises are str iet1y prohibited. storage
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of such pe~missib!e Hazardo~s Materials 1s allowed only in
accordance with all applicable laws now or hereafter 1n
effect. All safety a~d nonitoring features of any storage
facilitie$ shall be approvEod by CITY'S Fire Chief in
a'=cordance ""ith all la'",s.
TENArn shall be solely and fully responsible for the
reporting of all nazardous Naterials releases to "the
appropriate public agencies, -...:hen such releases are caused
by or result fron; TENAN"T'S activities on the PRE.·'USES.
TENAliT shall imr.lediately inform CITY of any release of
HaZardous Materials, whether or not the rel~ase is in
quantities that would oth€n .. ise be repo:n.able to a public
agency.
TENANT shall be solely and fully respor:sible and liable for
such releases at the Premi~es, or into CITY'S sewage cr
storm drainage systens. Tn:ANT shall take all necessary
pracau":.ions to prevent any of it.s Hazardous Materials from
entering into any storm or sewage drai~ systen or from
being released on the Premises. TENANT shall remove
releases of its Hazardous Materials in accordance with all
la'lo.'s. In addition to all other rights and remedies of CITY
hereunder, if the release of Hazardo~s Materials caused hy
TENANT is not ren:oved by l'Er~}t..Nr 'Il!ithin ninetr (90) days
afte.r discovery by TENANT, CIT', or any other third party,
CITY may pay to have thoe same removed and TENANT shall
reimburse CITY for such costs ... ithin five (5) days of
CITY/S demand for payment.
TENANT shall prvtect, defend, indemnifr and hold harmless
CITY froI!) and against all loss, damage, or liability
(including all foreseeable and u~foreseeable consequential
da~3ges) and expen5es (i~=luding, ~ithout limitation, the
cost of any clea!".·~p ar,d re:rr.eciiatio.r: of Baza:cdous Materials;
whiCh CI'l'i rr.ay sustair. as 3 resl.>lt of the presence or
cleanup of Hazardous Materials O~ the PREMISES.
TENklllT'S obligation under th~s Clau,s:e shall sur .... ive the
expiratio~ or earlier te:nr.ination of this Lease.
30. ALL COVENANTS ARE CONDITIONS (RL 27.30) S
All provisions of the Lease are expressly made condit.ions.
31. PARTIES OF IN~EREST (RL 27.31) S
Nothing in this agreement, expressed 0:;-implied, is intended to, or
shall be construed to, conter upon or tc glve to any person or partj'
<0
". other th.a:n CIT't and TENANT the covena,lts, conditicr. Clr st~p.llations
hereof. All covanant~, stipulations, promises and agreements in this
Lease shall :be for the sol€: and e:xclusive benefit of CITY ,and TENl'J-IT.
32:. RECORD.~TrON of LE.t..SE {RL 27.~2) S
Nei ther CIT,' r.or TENA."'fT snaIl record this Lease; ho',.;ever, a short
foZ"lfl. memorandum of Lease rnay be recorded at CITY'S req'..Jest.
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~.P.NO. 127-53-15
PREPA..'t(E BY: J. l<lEH!..
CHECKED BY: ;J 4 BOtJRQUIN
APPROVED MY: J. REMLEY
DATE: ~JLY 13, 1992
Beginnin9: at the centerline of Matadero Creek: said point being
North 47~ 13 1 54-East, 261.62 feet from th~ intersection of the
Northeasterly line of Middlefield Road with the centerline of
Matadero Creek as sho~~ on that certain map entitled "Parcel Map
Being a Resubd.ivision of a Portion of Lot 74 af C .M. Wooster
Company's Subdivision ft recorded March 29, 1973 in Book 320 of Haps
on Page 3, Santa Clara county Official Records;
Thence along the centerline or said Matadero Cree~ North 47~131 54 u
East, 261.98 feet:
Thence South 52° 00' 00" East, 328.21 feetj
Thel".ce SOuth 38° 00' 00" ·";est , 162.00 feet;
Thence North 52' 00' 00' West, 197.86 feet:
Thence South 38'? 00' 00' West, 96.59 feet:;
Thence North 520 00' 00" West, 172.38 feet to the Point of
Beginninq.
Containing ~.634 acres more or less of land and Being ~ portion of
Lots 14 and 75 as shown on that certain ~ap entitled "C.M. Wooster
Company's Subdivision of the Clar~s Ranch~ recorded November 11,
1912, in Book "0" of Maps on Paqe 16 of Santa Clara county O~ficial
Recoras, together with the Use of a co~on drive described as
follows:
"Beqinninq at a point on the north~asterly line of Middlefield Road,
said point being South si':l 00' 00" East 206.85 feet from the
intersection of the centerline of Matadero Creek with the
Northeasterly line of Middlefield Road,
Thence North 3S':l CQ' 00" East, 153.00 feet;
Thence North S2~ 00' OOn ~est, 2.50 feet;
Thence North 38~ 00' 00" East~ 221.82 feet;
EX~;BIT B
(1 of 3)
· ,
Thence Sout...~ 52°
Thence South 35°
Thence No~th 52°
'!'hence South 38 C
Thence Sout..~ 30°
Thence South l80
Northeasterly line
Thence North 52°
Beqinninq.
00'
00 '
00'
00'
52'
00'
of
OC" East; 85.00
00· West, 20.00
00· we.st, 65.00
00· West, 151. 82
30" West, 20.16
00" West, 183.00
... _.---. .;...--
A.F.NO. 127-53-15
PREPARE BY: J. KrEHL
CHECKED e'f: J. BOURQUIN
APPROVED BY: J. REMLEY
OATE: JULY 13, 1992
feet;
feet;
feet;
feet ~
feet:
teet to the Point on the
said Middlefield Road;
00' 00· West, 20.00 feet to' the Point of
Excepting there from e portion of that certain Flood Control and
Ston EaseDlen'C Reccrded in Book 3965 on Page .1 of Santa Clara
county Official Recor-ds and lying Southeasterly fJf the
Northwesterly line of the above described parcel.
END OF DESCRIPTION
EXHIBIT B
2 of 3
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EXHi BIT B
3 of 3
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AT'TIICHMEN1 0
PROPOSED PHYSICAL CfiANGES TO PROPERTY
and
ENVIRONHEIITlIL ASSESSMENT WOlU(SIlEET
PROPOSED PHYSICAL CHANGES TO PROPERT~
.§.Jl1
JKVIRONKENT~L ~SSES~MENT WPRXSHEET
For purposes of environmental assessment of the proposed project,
provi~e the following:
1. A summary description of all physical changes proposed to the
site and structures.
2. COlilplete and sign the attached Environmental Assessment
Worksheet.
ATTACHMENT C
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lay of ralo jiito
ENVIRONMENTAL ASSESSMENT WORKSHEET
Address of Projeet ________________ _
Current 2or!inaiL. _______ Comprehensive Plan Oesjgni!t~on. ___ _
Applicant: N .... ____________ _ ""'ner: Yes__ No __
Address _____________ _ Tel ephon' _____ _
Appl ieation for:
Site .nd 0"';9"' __ _ Parcol Ma;>' ___ _ ARb R'view, ___ _
Use Pe""a Zone (hongo' ___ _ El~" EIR
I. EXlSTI Hi S !IE
J. SlZe of 'ite, _________ _ Assessor's Farce1 Humcer _____ _
2. Site is owned, ___ rented, ___ by applicant.
3. Existing use of property' ___________________ _
4. Total number of building Decupants for the •• isting us., _______ ___
S. NUlllber Df existing plrking spices ___ Percent of compact sp."s __ _
Number of existing bicycle parking spaces C1a" ___ _
6. Number of existing structures ____ Current use ________ _
Ifill ony structures be dOlllOlisheo for this project? Yes No __ _
7. Size of existing structure' ______ _ Condition _______ _
8. If the c~rrent us, i~ residential:
.Nu=ber Df owneraoccupied units ===== Number of renter-~c~upied units
l!eif.w:Jrk.doc Page
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II. FROPOSED PROJECT
9. Description of project _____________________ _
10. Number of structures proposed _____ Size ,in square feet} ____ _
11. Humber of f1oors ___ _ Square ftllJtag~ of eadi f1 DCr ____ _
12. Percent of site t~ be covered by pavement _____ _
13. Tot" number of bui 1d'in9 occu?ants for the )lropos~d proje.:t __ _
14. rf the proposed use ;s '"esidentii1:
Total number of uo,t. ______ , Number of un~ts/acre _____ _
Exp!cted sales price or monthly rent per dwe1ling ~nit _______ _
List k..inds and sizes of c.otmliJni.ty bundings ___________ _
Area of ~rivate open space ___ _ Area of cOf!Yllon oper. spacE ___ _
Provision of low/moderat~ income units~
1) HlDTIber of units provided fer: 5Ole ____ _ rent ____ _
2) Sal. and/or rental price _______________ _
IS. Total number of \lehic1Es e.xpectgd daily for proposed project _____ _
NIJrnber of proposed parki ng spaces Percent of compact spaces __ _
NU1>l>er ~f proposod bicycle parking spaces Class ___ _
16. An any toxic wastes to be di ,ch_'"Iled? Ye' _____ _ Nc ____ _
(If yes, please completf! a Sewer Discharge Questionnaire, whic'n is
furnished by the Building Oepartment)
11. J1as this facility in t.~e past or will the operation of tile proposed facility
involve the storage or use of hazardous :Tra.te-rials'? Yes. ND __ _
(If yes t please complate a Hazardous Materials Disclosure Checklist, wh~ch
is furnished by the Fir. Department)
I:eiawcrk.doc
18. Expe~ted amount of wlter usage (except fc~ resioentia1 deve 1cpments of fe~er
th~n 4 ur.1ts not located i~ the f~otnills):
Ooete.st it ________ 9.1, jay Peak. ;JSE ________ goili/min
Co_re101 , ______ gal/day ,eak ",O _______ 9.1/min
Expected fire flo. dem.nd, ______ ~g.1imin
19. Dany ,ewer discharge (over 30 fixtures on1yJ ____________ _
20. Expeoted energy use:
Gas, ____ the"'" flectrie, ____ KWH Pe.k electric d'''''no ___ _
Vies ~nd equipment sizes
A.. Space heating:
Ga' ______ _ BTUH, _______ _ S01.' ______ _
Electric __ _ KW __ _ He.t Pump, ____ _ Ton. ___ _
Other __________________________________ _
B. Air conditioning:
NUSber ,of units
C. Wlter Heating;
'as ______ __
10t.l tonnIge _____ _
BiUH, _______ __ 501ar ______ _
Electrie__ KW ___ _ Heat Pump ____ _ Ton' ____ _
Other~ ____________________________________ __
Type: Central 5)"tom ____ Individual systems ____ _
Recirculating Loop? Yes ___ Ho __ _
[I. [)ther:
Indoor 119ht1n9 __ KlI __ _ Outdoor li9htin9__ kW, __ _
, Cook i n9 __ _ J(W __ _ Refrigerat iOTl ____ _ T tms or ft 3 ___
"otor, __ _ HP __ _ X·Ray ______ _ tomputer ______ _
E ,
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Zl. Air pollution ,emissions ('oeel, applicable BAAPCD regulations),
Co~rcitl/1ndustrla1 only: Source and typ~
Amount __ ~ __________________________ _
22. NOise generat':;on:
Source __________ Amounl(dSa) ________ _
Sound, proofi Mg propo.ed, ___________________________ _
23. Site drainage provhions., ____________________________ _
24. Amount of proposed grading (cubic yards), ______________ _
25. Disposition of excavahd material ________________________ _
26. Permits required from otner agencies:
Santi Clara Valley Water District _____ _
Bay Conservation and Oevelcpment Com:ni ss lon' ________ _
aay kea Air Pollution Control Oistrict, ______ _
Corps of [nginoor., ____ _
Othor· ___________ ___
III. EKYIRD~ENIAl DESCRIPTION
<7. Porcent and direction of ground slope at site' _______________ _
28. Is this sTte wit";n a special flood hazard area? Yes~ __ No, __ _
29. Existing sit~ vegetation (please list, and indicate any to be removed)
30. Existing animal and bird life on site' ____________________ _
a:eiawork..doc
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31. land uses Idjlcent to s;te, ___________________ _
Prepared by ____________ _
Date ___ , __ _
NOTE": More information may be reqIJired before the appl icaticn for whid this
lSsessllW!nt has Peen prepared' can be processed. P1ease can the Department of
Planning and COlllllunity Environment at (415) 32S,2442 if you n'"e .,y questions.
PLEASE RETIIRII cmtPLETED 1I0lUCSHEET TO THE DEPARTHM OF PWN!NS AlII) COMKUNITY
EHVIROIII!OO. CIVIC CEHTER, 250 IWIILTON AVENUE. STH FLOOR.
a:eia","orx.doc
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