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HomeMy WebLinkAbout0292.093----------------------------"~ . '-. --~. 0:~:·~1_ __ '"~.~_~ • - May 13, 1993 HONORABLE CITY COUNCIL Palo Alto, California 3 RISPOli'S' !fD 'PALO ALTQ_~NTENNI7\t COM:MITttE REPORI' AND CKR:2EQ..U..1 AND AlPRo}?L OF B_IJDGE'1' AMENDMENT QRprN_~CE Members o~ the Council: This report requests the Council's approval of the attached nineteen-month lease agreement between Palo Alto Centennial 1994~ Inc. (tenant) and the City of Palo Alto (city), for their use of a portion of the city owned facility at 425 Bryant Stre~t and the attached Budget Amendment Ordinance for $82,000 for various costs associated with the centenniaL Additional costs which will be incurred during the 1993-94 fiscal year will be incorporated as adjustments to the city"s proposed 1932-94 Interim Budget.. Background On April 19, 1993, the Board of Directors of the Palo Alto Centennial 1994, Inc., !t".ade its report to the Council and requested increased City support of the centennial activities. On April 26, 1993 the Coun,::i 1 approved a motion to support the requests of the Centennial Committee as outlined in CMR:260:93. Staff was asked to come back ~ith the necessary documents to: o Convert the $75,000 loan to the Centermial Committee to a grant; o Make the 425 Bryant Street office owned by the Gas .Fund available to "the Centennial committee. That action will require the folloliling expenditures: $10, 000 for required repairs and maintenance costs for the site; $6,000 for County possessory interest tax; and $5 1 000 is required for procuring liability insurance on behalf of the Centennial committee. of CHR:292:93 - "-" ~ ,"') '", these items, only $7 1 000 ($3,000 fer liability insur~nce and $4.000 to prepare the site for a June 1 occupa~cy date) is expected to be spent. in the current fiscal "ar and is therefore included in the attached Budge.t .h.::":1endr-'. Ordinance (SAO). 'rhe remaining itel"lls ' .. ill be included ir he 1"993-94 operating budget under the amendments to be proposed to Council on June 21. Attached for the Council's approval are the documents necessar:r' to enable the Centennial Committee to use a portion of the 425 Bryant Street site. 7hose documents include a nir.eteen-month lease agreement between Palo Alta Centennial 1934, Inc. (tenant) and the City of Palo Alto {city), and a B1..l.dget Amendznent Ordinance totalling $82 ~ 000 (f-:>r the i terns listed above) . Proposed: Lease Attached is a proposed nineteen-month lease to per!":lit Pdlo Alto Centennial 1994, Inc., to occupy a portion of the 425 Bryant street site. Except for the maintenance, insurance and tax clauses, all other provisi.o~s are substantially the sawe as in leases for similar City-owned facilities. The maintenance~ insurance and tax clauses provide for the City, rather than the Tenant, tv maintain the premises, provide insurance and pay the possessory interest tax assessed on the property. 'roposed Bu~qet Amendment Or~inanee Attached is the proposed Budget Amendment Ordinance for $82,000, made up of the conversion of the $75, 000 Centennial loan to a g~ant; $3,000 for procuring liability insurance for the Palo Alto Centennial 1994, Inc., naming the City as an additional insured. and $4,OOu to prepare the site. The lease of an existing facility is Categorically Exempt under Class I (existing facility) requirements of the Califo:-nia Environmental Quality Act (CEQA)~ ~a~f Recommendation Staff recommends that the CO'.lncil authorize the Mayor to execute the attached nineteen month lease with Palo Alto Centenni3l 1994, Inc., for its use of a portion of the 425 Bryant Street facility and the at"_tached Budget Amendment Ordinance. CHR:292:93 2 • o J AttaChmants: Attachment A -Budget ~~endrnent Ordinance Attachment B -Lease Agreement cc: Mary Davey, Director Palo Alto 1994 Centennial Committee Board Ed ~rizek, Acting Utilities Director CMR:292:9J 3 , . . ' . -- Attachment A ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY 0: PALO ALTO AMENDING TP.E BUDG1'T FOR THE FISCAL YEAR 199~-93 TO PROVIDE AN ADDITIONAL APPROPRIATION FOR THE PALO .AlliD CENTENNIAL 1994. INC., IN SUPPORT OF THE CENTENNIAL AC~IVITIES W"dEREAS, pursuant to the provisions of Section 12 of Article III of the charter of the City of Palo Alto. the Council on June 22, 1992 did adopt a budget for fiscal ye~r 19S2-93; and WHEREAS. 1994 is the centen~ial of the incorporation of Palo Alto as a cit)'; and WHER~+S, the Board of Directors of the Palo Alto Centennial 1994, Inc., made its report to th~ Council on April 19, 1993 and r-equested increased Cit)~ support of the Centennial activities, and t;ln April 26, 1993, Cour.cil approved a motion to support the requests; and WHEREAS, the Board requested that the $75,000 loan to the Centennial Committee be converted into a grant of support; and WHEREAS, the Board requested that office space be made available to the Palo Alto centennial 1994, Inc., and a nineteen month leQse has been proposed to the centennial Committee to occupy a portion of ~ne 425 Bryant Street site; NOW, THEREFORE~ the Council of the City of Palo Alto does ORDAIN as follo~s: SECT rON L The sum of Seventy Five Thousand Dollars ($75,000) currentlv in the fo!"rn of a loan to the Centennial Cornmit~ee is hereby c~nverted into a grant and be pIeced in the City council's Budget. The Reserve for Notes Recei".rable is correspondingly reduced. ~T::LON 2. This transaction 'Will reduce the Reserve for Notes Receivable from $85,000 to S10,000 as of May 4, 1993. ~'l'IOU 3.. The sum of Three Thousand Dollars ($3. ODD) is hereby appropriated to the City council general expense budget for liability insurance. The Budget Stabilization Reserve is corresponQingly reduced. ~ION 4. The sum of four Tho'.Jsand Dollars ($4,000) is hereby appropriated to the Gas Engineering Contract Services budget ._-----.". , . , o to prepare the site al'1d provide custodial services. Tt.e Gas sy-sterr Improvement Rf'-serve is correspondi ngly re·::h.:ced . SECTION 5. Thi s transaction ... i 11 reduce the Gas I:mprovement Reserve fro:r. '$J,929,DDO to $).?25,OOO as of 1993. system May 4 I ,:S~E:"C~T~!"O",N'--;c6. This trans.action ...,ill recu.:e the Budge't stabilization Reserve from $10,382,167 to $10,377,167 as of May 4, 1993. SECTION? The Council of the Cit,: .. of Palo Alto 'hereby finds that the enactment of this ordinance is not a project under the California Er.viron.mental Q:.lality Act and, therefore, no envircnrr.en­ tal impact assessment is necessary. SEC1'ION S. Municipal Code, adoption. 1>.s provided in Sectiof'. 2.04. :3"75 of the Palo Alto this ordin:ar,ce shall becorne effective upon INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: APPP.OVED; city Clerk Mayor APPROVED />.5 70 FOFM: sr. Asst. City Attorne-y-- APpROVED; Director of Firiance------- .Project: .:€:1tenr,j21 ____ ::::-_q_r,".J!:! ttt?2_ Pr 0 j ect I: ~J,. __ 3 __ ~.!"7'---______ _ LE1Ir.SE I This Lease is made this day of --:===,,' 19 by and betweerl the city of Pale Al-.t"o:--,-~~rr:unicipal corporaticn,('C"IT't'J and Palo Alto centennial 1994/ I~c. (TENANT). RECITALS A, CITY is the o·":ler of the prope:c:ty locat2d .at 425 Bryant street, Palo Alto, California. 8. CITY and TENANT desire to enter into _~ lease ;.:hich "'i 11 penni t TENANT's use of a: portion cf the property as space for­ activities related to the Palo Alto Ce~ten~ial lS9~. No .... , therefore.. in consideration of these covenants, tert=1s and conditions, the parties hereto mutuallJ': agree as follows: I. PREMISES (RL 3.0) S Subject to the covenants, terms and conditiof:S set forth in this Lease, CITY leases to TENANT that certai:; po:-tjon of p:r-operty (PREMISE'S) sho· ... n in ''Exr,ibit B". Exhibit 5 is attached to and~ 'r1y this reference~ made a part of this Lease. Unless specifically provided elsewhere in this Lease, TENANT accepts the PREMISES "as­ is'" on the date of execut ion of this LeaSE'. TENANT acknawlc-dges that a portior'! af the PREMISES .... ·ill renain .,o'i th CITY and shall be accessed and utilized by CITY. II. PURPOSE (RL 4.0) S The purpose of this tease is to provide for TENi\.N'!"s use of approxir..ately 1,500 squar~ feet of PREMISES, for otfice and genE-oral meeting space related to the celebration o~ Palo Alto's centennial in 1994. III. REQUIRED AHD OPTIOJ1A'L SFR 1i::;:CE5 Arm C'SE::; (Hi-5.1]) r,s 1 ~, , , , r - In furtr.erance of t.he pUrp03E:'S stated above, the follc,,,'i~"; re':')'..lired and optional services and uses sh~ll be provided, perr..itted or prohibited: A. Required Services al1d Uo;es, Throug,,",out the terre, of this Lpi3.5e TENAN'r shall be permitted to engage in tbc foll·:r""i.ng services and activitie$: General office, meeting space and activities related to the mail order retail sales for the Palo Alto Centennial 1994. B. Optional serv.i_ce$ ______ --'~.J:':_c:l. ________ V_;;_~ __ ?_. Subj ect to the pr le:-'",'r i tter. approval of the City Manager j TENA."lT may also use tho PRE~1I SES to provide additional servi.-:es and uses which are ancillary t", and compatible with the required services ar.d uses stated above and not in conflict with the required use3. Approval of optional uses shall be within the !S0le discretion of the City Manager + C. Restricted JLs€§.. The abcve listed serv~ces and uses, bath required and optional, s~,al1 be the only services and uses permitted upon or from the PREMISES. I "' .. TERM (RL 6.0) NS The term of this Lease sh~ll be ~ineteen (19) months, commencing June 1, 1993 and terminati~g en December 31, 1994. VI. CONSIDERATION/RENT (RL 742:) NS A. As cOflsideration for LIse of the PF.EMISES~ TENANT agrees to pay to CITY one ~~llar (51.00) pe~ year, or portion thereof, in advance, d~e upon the cc~~encement of this Lease (receipt of ' .. 'hich is hereby acknc';,:lec1g.ed}. VI!. ~AINTENANCE (RL 14.0) NS CITY shall be responsibl.= for the general maintenance and repair of the PREMISES. TENANT expressly agrees to kee.-p the PFEMISES ir. a safe and sanitar}' condition, to the co~pletQ satisfaction of CITY a~d in compliance ~ith all applicable laws. TENANT fUrther agrees to keep apFroved containers for trash and garbage and to keep the PREMISES free and clear of rubbish and litt~r+ CITY shall have the right to enter upon and inspect the PRU-!ISE:S at ani time for cleanliness and safety. 2 ------------- -' o TENANT shall desig~a~e in ~riting to CITY an on-site representative who shall be responsib1e for the d~y-to-da~ operation. VIII. DAMAGE TO OR DESTRUCTIO~ OF n:pp,OVEMENTS {RL 15.4) NS In the event t,ne FREloHSES or a sui:::star.tia't portion lher-eof arc doestroyerj by allY cause that rendecs the PREMISES '.J.nfit for t~e purposes desi9~ated in Cl~use IIr (REQUIRED & OPTIONAL ~SES) and if toe PF.EM1SES Clre so b.a:Hy damage,:" that they cannot be repaired within ninety (90) d~ys from the date cf such da~age~ either party may terminate this Lease by giving to the other party r..ri tten notice vithin thirty (30) days of the occ~crence of such damage. IX. CONS1RUCTICj1 AND m~NEPSHIP OF Hl?ROVEXfNTS (RL 16.0) NS "Any and Sill TENANT irnpr-overne!"l'!:s to be constructed, erected or installed upon the PREMISES, :must first be appro-.'ed in ·..;r-iting by CITY, and must be free and clear of all liens, clai~s, or liability for l.abcr or material and shall be.:o::;e the pl"Cpect)' of CITY, at its election~ upon expiration or ear-lier te:rmir:at.ion of this lease and, upon City's election, shall r£~ain upon the PREMISES upon termination of this Lease. Title to ~ll equipment, furniture, furnishings and trade fiKtures placed. by TENANT up<'n the PRE~IS~_S shall remain in TENAJri, ar:d replaceme:r.ts l s~bstitl~t.ions and r:wdifications thereof :may be made by TENhNT th!oughout the term of this Lease. TENANT ~ay remove such fixtures and tUrn ishings UpC:"l termination of this Lease it TENANT is not then in default L.mder-this Lezse, p~ovided that. TENANT shall repair to the satisfaction of CITY any damage to t.he PREMISES and improvements caused by such re~oval and pr-ovided that usual arid customary lightin,:3', pll:""ting 3rld r,ea.ti:-1g fixtures shall remain upon t~e PRE~ISES upon teri-in~~io~ o! this :ease. CITY shall con:;:,tru·::t improve."':".e:-.':.s to t"l2et the J..;;,.er ica;;s with Disabilities Act standards, said i~proveme~:s shall be constcu~ted a~ the sole cost and e~pense of CITi and shall remain and become the property of CIT¥. X. UTILITIES (RL 17.0) S CITY shall be responsible for-and shall pay, prior to delinquency, all charges for utilities supplied to the ~?EMISES. TENAN'r shall be responsible for all t~lephone services. XI. INSr..TRANCE (PL 18.0) US "'*' • , I ' - o CITY at its cost and expense on bf~hal f 0: ';ENA:n shall o::,ta.i nand maintain liability insurance which shall insure TfNANT~S activities hereunder. ~inimum Scope of Insuranc~ coverage shall be at least as broad as: 1l 2) Insurance Services Office Commercial General Liability coverage (OCC"..1!"re7"lce (ann CG COOl). Workers' Cornpe:lsat ion insurance as required by the state of California and Employer's Liability Insurance. The pol icy or policies of insur.-ance o,,~intaL'1ed by CITi' and TFNANT, as applicable, shall provide the follO'..'ing limits and coverages: MINIM1JM LDU1'S OF LI~BIL:rT'i (l) WORKERS I CO!"".FENSATID!J Statutory i2l COMPREHENSIVE Bodily Injury GENERAL LIABILITY including Property Damage products and Personal Injury completed operatioT:s. broad ferro contractual, and personal injury. $1,000,000 ea. person $l,COO,OOO ea. occurrence $1,000,000 aggr~gate $l,OOO,GOO ea. occurrence $1,000,000 ea. occurrence Any dcductibles or self-insured retentions must be declared to and approved by CIT·¥', At t.he. Op:'iD.'l of CITY e.i th'?r: the ir:surer shall reduce or eliminate such d~ductibles or self-insured retentions as respects CITY, its officers, officials, employees and volunteers; or TENANT shall procure a bond guarar,teeing paymant of lasses and related investigations, claim administration and defense expenses. Insurance shall be in full force ar,d etfe::t cO:71mencing on t:he first day of the term of this Lease. Each ins~tance policy required by this Lease shall contain the follo' ..... ing clauses: 1. uEacr. insurar,ce policy r(;guired by th is claLlse shall be endorsed to state that co'·.'erage shall not be suspended, vOid.2d, canceled by e i thee-party, r-educed in cover-age or in limit5 except after thirty (30) days' prior written notice by certified n;<lil, ret.urr. receipt requested, h·3S been given to CITy.1I , • l'i . ; I i - :< .c",.:. ~8~1~~>1.~_~<~_ .. ~~., 2, "All rights of subrogation are hereby ~aivc~ against the CITY and the members of the City Council and elective or appointive officers or eMployees, when acting within the scope of t!1eir employeent or appointrnent. II J. I'The CIT¥, its officers, officials, employees, agents and voluntesrs are to be covered as additional i'rl5Ureds as respects: liability arising out of activities performed by or en b~halt of TENANT; products and completed operations of 1'ENp..N'T; premises ol.:r..ed. occupied or used by TEN.lI.NT; or autanobiles owr~ed, leased/ hired or bcrro ..... ·ed by the 'TENANT. The coverage shall contain no special limitations on the scope 'Of protection afforded to the CITY, its officer-s .. officia Is, t!:mployees. agents or volunteers. II 5. "For any claims related to this Lease .. TENANT's insurance coverage shall be primary insurance as respects CITY, its officers, officials, enlployees, agents and volunteers. Any insurance or self-insurance rr,aiJ"ltaine>d by CITY, its Officers, officials, employees, agents or volunteers shall be excess of Tn'-ANT's insurance and shall not contrib-.:te ",ith it." 6. "Any failure t.c cOl':'.ply ",,·itt-. reportir,g or other provisions of the policies including breaches of warranties shall not affect coverage provided to CITY, its officers, Officials, employees, agents or Volunteers." Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A:VII. XXII. rKSUR .. ~NCE (RL HL2) NS CITY and TENANT agree t.o doeposit with tl" .. ~ P.ea;l Property Manager, 0;""1 or before the effective date of this Lease, certificates of ir:S'Liran·.::e necessary to satisfy CITY that the insurance provisions of this Lease have been complied with, and to keep suct! insurance in effect and the certificates therefore on deposit with CITY during the entire term of this Lease. CITY shall retain the right at any ti~e to rpview the coverage, form, and amount of the insura"c<;: requ i red he["e~'y. If lin the opinion of the RiSK Manager, the insurance provisio:;s ir. this LeasE' do not provide adequate prctecticn for crT~ and for members of the public using the pp.EMrSE~:i, the R'2·)l Property ."1anagec may require TENANT to obtain insurance :;ufficie~t in coverage, fo~~, and amount to provide adequate protect i on as cr;termined by the Risk Manager~ CIT'l' S requirements shall be rea~onable and shall be designed to assure protecticn frof.", a!H:l aga ins'. the kind and exter1t of r i5k · .... h ich exists 5 -- -------------.-----.---------.--------"-'---------..... -~-. . ~".: .. ~~: --:,::." -/~;§":~IJr .. at the time a change in ins~rance is required. The procuring of such reql~lred POliCY O~ policies of insurance sh~ll not be construed to li7<1it TEN'ANT'S liability hereu';1der nor to fulf]ll the indemnifica.tion provis~on and requh-ements of this Lease. Notwithstanding the policy or policies of insurance, TENANT shall be obligated for the full ar-d total arllount of ar,y canagc r injury, or loss caused by or connected with this Lease or with use or occupancy of the PREl-USES. XIII. ASS:GNING, SUBLETTING, _~ND ENCL'MBERn;G PRDHIBITED {RL 19.1) S Since CITY h~s relied on the specific background and capabilities of TENANT in awarding this Lease, any r.ortgage, pledge, hypcthecation, encumbrance, transfer, sublea:::e, or assignmer.t (c-ollectiv€l)~ referred to as ENCUMBRANCE) of TEN.ll,.NT' S interest in the PREHT5ES, or ar.y part or portion thereof r is prohibited. Any atte::"pted ENCUr--:SP.J>.NCE shall be null and void and shall confer no right, title, Dr i~terest in or to this Lease. XIV. No-TrCES (RL 23.0) S All notices, stateTTlents, demands, requ.ests, cor.s-ent.s, approvals, authoriz.ations; offers, agrE'ements~ appoir~trnent5 or design.:o.tions hereunder give by either party to the other, sha.ll be in \ • .:rit~ng and shall be sufficiently given and served upon the other party if (l) pe.rsonally served, (2) sent by United States Certified mail, postage, prepaid, (3) sent by express delivery service I at" (4) in the case of a facsi:rnile:/ if sent to the telepr.or,e nunber(s) set forth be 1 0'",: during normal business hOUi:"S of the receiving party and follo'..:ed wjthin 48 hour~ by delivery of hard cop~ of t,he naterial sent by facsimile, in ac~ordance ",.;ith (1), {2) or (3) above. Personal service shall ii'1:=lt.:de, ... :it'r.c,:"'t lir:;itatic,r., service J:;~' deliver]' service and service by facsi~ile trans~iss~c~, Delivery of notices properly addressed shall 1:'e deened cC:r-:1p:!et.e wr-.en the .~<:,tice is ph}'sically delive::red tQ the Real Property Ma:-.dger or l.:he Director of the Palo Alto Centennial 1994, Inc. All notices p~rsuant to this lease shall te addressed as set forth beloW'" or as either pz!"ty Iray subseq'.JE'r.tly designate bl~ ' .. :ritten notice. TO: CITY Real Property Manag':r City of Palo Alto P.O. Box 10250 250 Hamilton Avenue Pale Alto, CA 943C1 FAX: (41S) 329-2463 ~alo Alt~ Centennial 1994, I~'-'.::;. C25 Brya~t Stre~t Fdlo Alto, CA 94JOJ • l :.~ L I: i : ' i.'ith a copy to: City Clerk. City of Pale Alto P .. O~ Box 10250 250 Ha~ilton Avenue Palo Alto, C~ 94303 n.x: (415) 329-2646 And City Attorney. city of P~lo Alto P.O. Box 10250 250 Hamilton ~venue Palo Alto CA 94JC3 FAX: (415) 329-2646 ATTACHMENT TO LEASE (RL 24.0) S This Lease includes the fol!o",ing exhibi ts. ",hich are attached hereto and by trois reference incorporated irito this Lease: Exhibit A -General Conditions E'xhibit B -Description of l,eased Pt'emises The inclusion of clauses in Exhibit A (GENERAL CONDITIONS} is not n any way intended to lessen the importance of these clauses, but s merely done to enhance the org<!lnizatiorl of various clauses ar.d th s Lease. 7 , , , • , • IN WITNE year fir rER~OF, th~ parties have executed this Lease the da:t ancl .bove '1"rr i t ten. CITY: CITY OF PALO ALTO (LESSOR) 8Y:, ___ ~ ___ _ Mayor/city Manager ATTEST: BY: ==--=;-:-:,-;-c-­City Clerk APPROVED AS TO FORM: By: =,.,--=-c-:---=-,..,---=-Senior Asst~ city Attorney RECOXHENDED FOR APPROVAL: By: =---c---:-:.,...,-~ ___ _ Directcr, Utilities By: ;R:-:e:C':-;l;-'p"'r=-o=-p::-:Ce"Cr-::t-y:-:CM:-.-n-.-g-e-r-- ·1 TENANT: 8 GENERAL CONDITIO~S .1. DEFINITIONS (RL 27.1l S CITY 51-,all mean the City CGllflcil eof tl".e City of Palo .?lto, a munici?al corporation. The city Manager is 1:"lereby authot"ized to take any actions under this Lease on behalf of ClrY except for termination of this Lea$e. Clauses in this lease refer to specific officers or employees of CITY. should these positions be eliminated or the title changes, it is understood and agreed that such refer2nces shall be conside~ed to be to the ne .... · title fot" renamed positions or to the replacerr.ent c-fficial designated with the responsibilities of any eliT!1inated position. Any reference to a Cjty officer or employee includes a reference to the officer's or employee's designated representative. 2. TIME (RL 27,3) S Time is of the essence of this Lease. 3. SIGNS (RL 27.4) S TENANT agrees not to construct, ~Iainta in, or allow any sign placed upon the PREMiSES except as may be approved by Unapproved signs, banners, etc., nay be rer'lo",red by CITY. 4. PERMITS AND LICENSES (RL 27.5) 5 to be CITY. 'rENANT shall be regi;ired to obtain C!ny and all pE.'rmits and/or licenses ",'hich may be r-eguire,.j ir, conneC'tion 'Wit!"', the op€ration of, and any approved TENANT construction upon, the PREMISES as set forth in this Lease. 5. MECHANICS LIENS (RL 27.6) S TENANT shall at all tirl'';'>s indemnif 1' and sa'/€ CIT" harmless from all claims for labor or materials s~pp]i~d in connection with construction, repair, alteration, .or-ins':.allatio;-t of strL<ct.ures, improvements, equipment, or facil i ties with in the PREMISES, ar;d fr-om the cost of defending against such clai~s, inclUding attorney fees. TENANT shall provide CITY wit.h at least ter', (10) days written netice prior to CO!tn':!ncc~c:-:t of ar,y \o.":..rk ' .. 'hich could give rise to a mechanics li~n or stop liotice. CIT", re:::;erVc.-5 the right to enter upon " --""!I-"'C"'. -.11. IIII ___ ... _ .. · .. -.. ,~-" ' - '\ I l 1 ." .' ~ i .~ I '1 i I I ;'''~;:'.l' :;;~ ~ .' :j - PREM;:SES for the pl.lrpcs.~:,:,. of p'.)stin-g Notices cf N::,r,-Epsponsibility. In th~ event a lien is i~pcsed upon the FRE~!SES ~s a result of such construction, repair, alteration, or installation, TENANT shall either: A. Record a valid R~lease of Lie~i or S. D~posit sufficient cash with CITY to cover the apou~t cf the claim on thE lier. in q:..J.estion and authorize payment to the extent of said deposit to any s~bseque~t judgment holder that may arisE as a l'11atter of p\.':blic record from litigation with regard to lienholder claimi or c. Procure and record a bond in accordance with Section 3143 of the civil code, which releases the PREMISES from the clai~ of the lien from any action brought to foreclose the llen. Should TENANT fail to accomplish one of the three optional actions within fifteen (15) oays after the filing of such a lien, the Lease shall be in default and may be subject to i~nediate termination. 6. LEASE ORGANIZATION AND RuLES Of CO:-r.3TH:;CTIOh (RL 27.7) 5 Words of the masculine g€rlder shall be deer:1ed and construed 'to include. correlative words af the fer:tinine and neuter ger,ders. Unless the context otherwise indicates, words importing the singular number shall include the plural nu~ber and vice. versa, and words importing persons shall include corpcr,:,tions and associations, including public bodies, as ~ell as natural persons. The te1.-ms IIhereb)''', "hereof ll £ "hereto", "herein'1 1 IIhereunder" and ar,y similar terms, as used in this agree~ent, refer to this agreerr.er,t. All the terms and provisions hereof shall te constr~~d to eftectu2te the purposes set forth herein, and to sust~in ~he validity hereof. The titles and headings of the sections of this agreement have been inserted for convenience of reference or,ly, are not; to be ccr.sidered a part hereof and shall not in any ~ay modlfy or cestrict any of the terms of provisions hereof or be considered or given any effect ,in construing this agreement or any pravisicn hereof in ascertaining intent, if any questio~ of intent shall arise. 7 ~ N1ENDMENTS ~RL. 27 ~ 8} S This Lease sets forth all of the agree~ents ~nd understandings of the parties and ~ny modifications must be writ~~n and properly executed by both parties. : ',,+ , - -."" .. " o 8. UNLAhlFUL USE (RL 27. '9) S TENANT agrees that no improvements s:r.all be erected, placed upon, operated, nor l\caintair,ed within the PREMISE'S, nor any business conducted or carried on ther€in or therefrom, in violation of the terms of this Lease, or of any regula~ion, order of law, st3tute, or ordinance of a government~l agency h~vlng jurisdiction over TENANT'S use of the pREMISES. 9. NONDISCRIMINATION (PL 27.10) S TENANT and its ernp-loye-es shall not discriminate agcinst any person because of race, color, religion, ancestry, age, sex, national orlyin or physical handicap. TENANT shall not discriminate against ar,y employee or applicant for employment because of race, color, religion, a~cestry, sex, age, natio~al origi~ cr physical handicap. TENANT covenants to Ii,eet all requirer.,ents cf the Palo Alto Muni..-:ipal Code pertaining to nondiscr irninat io" in e:r1ploy~ent:. If TENA:.'I<'T is found in violation of the nondissrimination provision of the State of california Fair Employ~ent Practices Act or similar provisions of federal law or executive order in the conduct of its activities under this Lease by the State of california fair Ernplo:l:,,"er,t Practices Commission or the equivalent federal agej.cy or officer, it shall thereby be found in default under this Lease, and such default shall constitute a material breach of this Lease. CITY shall then have the power to cancel or sllspend this LeE!se ir ..... 'hc1e Ci:" in part. 10. INSPECTION (RL 27.11) S CITY'S employees and agents shall have the right at all reascnable times to inspect the PRt:::'1!SES to deter-l7".ine if the pro'/isions of this Lease are being complied with. 11. HOLD HARMLESS (RL 27.12) S TENANT hereby ,",'aives all claims, liabil ity 2:'1d recc'urse against CITY including the right of contribution for loss or dah',age ::If or to persons or property arising from, gro' .• ;icg aut of or in any '\O,,tal' connected with or related to this aqreenent. TENANT hereby agrees to indemnify, hold harmless and defend CIT~, its Gfficers, agents, and employees against an;,' and all clai::"s, liability, demands, ddr:13.ges r cost, e~penses or attorneys' fe~s arising out of the operation or ~aintenance of the property described herei~ or TE~ANT'S performance or non performance of the terms of this Lease. In the event CITY is named as co-defend&nt, fENANT shall notif,/ CITY af such fact and shall represent CITY in ~uch legal action unless CITY underta~es to represent itsell as co-defendant in such legal action, in which event TENANT shall ll-JY to CITY its liti,::}atior. costs, expenses and -...,c,!' ...... --__ ... _ .. ,_""'-.......- -- attorneys' fees. 12. T'AXES ANO }..S5ESSMENTS (RL 27.13) },'S It is understood a~d agreed that all taxes a~d ass€ssmen~5 (excluding any possessory interest ta~) which beC0me due and paya~le upon the PREMISES or upon fixtures, equipment, or other p~aperty Installed or constructed thereon, shall be the full responsibility of lE~ANT and TENANT shall pay the ta>.:es and assessmQr;ts prior to delinquency. CITY shall pay for any possessory interst tox levjed against TE:NANT's le3sehold interest. 13. SUCCESSORS IN INTEREST (RL 27~14) S Unless other .... ise provided in this Lease, the terms, cov.;;r."nts r and conditions contained hetein shall apply to a'ld bind the heirs, successors, executors, administrators, and assig~s of all the parties hereto, all cf whom shall be jointly a~d s~verally liable her6und~r. 14. CIRCUMSTAKCES 'tiHICH EXCUSE PEFFORN.AtKE\FORCE: ~.AJEL1RE} (P.L27.15}S If either party hereto shall be delayed or prevent.ed from the performance of any act required hereunder by reason of acts of God,. restrictive gove.rnm€.l"\tal laws or reg'.llations, or other cause. ,,"'itho·c.lt fault and beyond the control of the party oblig~ted {fin~:'icial inability excepted), performance cf such act shall be excL;sed fer the period of the delay and the period for the perfot"'t7!ance of any such act shall be extended for a period equivalent to t.b<:: period of such delay .. 15. PARTIAL IN'JALID1T'I' ~.Rl. 27.16) S If any term, covenant, cO:Jditio~, o!." prc·"is10r. of this LCdse is determined to be invalid, void, or :.mentorceable, by a cOI.,;rt. of competent jurisaictior" the !erna;indcr of the previsions hereof shall remain in full force and effect and shall in no way be affected, impaired, or in<Jal ida ted tr.el::eby. 16. WAIVER OF RiGHTS (~L 27.17} S The failure of CITY or TENANT to insist upon strict performance of any of the terrn~, covenants, or co~dition5 of this Lease shall not be dee:rned a waiver of ar,}, right or re:r1edy that CITY or TENANT may have, and shall not r.le deertled a waive:r of the right to require strict performance of ~ll the terms, covenants, and conditions of the Le~se thereafter, nor a ~aiver of any re~edy fer the subsequent breach or defa\llt of any t'.ei.-rn, cov~nant, or cQf'.dition of the L2ase. - ~~--~-----~--- ;--' o 17. COSTS OF SUS'!AINING AN ;"CTro~~ feR cREACE OR OEFhCl.T (RL 27~18)S In the even<t: either CITY Cor TENll-.NT ccrol':"\€nces legal a::.tion against tr,e other claif!'jing a breach or default of this Lease. the preva i ling party in such lit.ig8tion shall be entitled to re.'.:over from the oth~!" cost of sustai:"aing st;.ch 2'ction, including reaso;;able attorne:y" fees! as may be fixed by t.he court. 18. RESERVATIONS TO CITY (RL 27. 19J S The PREMISES are accepted "as iSIi and " .... 'here is'" by "ITNANT subject to any and all existing s<!;sel"nents, and encumbrances.. CITY reserves the right to install, lay. constr~ct, maintain, r€p~ir, and operate such sanitary se...,ers, drains, stOr"!l'I 'Water-se""ers.. pipelines, manholes, and connections; water, oil, and gas pipelines; telephone and telegraph power lines:: and the appl icat ions and appurtenar'lces necessary or convenient for connection therewith, in, ever, Upon, through, across and along the PREMISES or any part thE'reof, and 'Co entE'X t:he PRE:l'i.ISES for any and all such pur-pcses~ CITY also reserves tr.e right to grar,t franchises, easet:'ients, r.igh~s of '.ray, :-md permits I in, over, upon, throughr across! and alon9' any and -311 po:rtions of the PRE."1ISES. ND right reserved by CITi i~ tr.is cla~se shall be so exercised as t~ interfere unreasonably '.d th 'l'ENAt-,·T' 5 operation r.ereu:;der ~ CITY agrees that rights granted to third parties by reason of this clause shall c-:Jr;tain previsions tha.t the surface of the land shall be restored as nea~ly as practicable to the original condition upon the completion of any construc:ti on. 19. HOLDING OVER (RL 21.20) S In the event TENAN1 shall conti~~e in possession of the PBENISES af't-er the tenT: of tb'2 Lease r $ouch pos-session shall not be consij~rej' a renewal of this Lease b~t d tenaMcy fro~ month to ma~th and shall be governed by the conditions, and covenants contained in this Lease. 20. CONDITION OF PREMISES UPO~{ Tf~.;'~INATrD~; (RL 27.21) NS Upon termination of this Lease, c>:co::pt as cthr;:r"\o.'ise agreed to herein, TENAN'T shall redel iver possess.:.,:;~. of the PREMISES to CITY in substantially the same condition tnat existed im~ediately prior to TENANT'S occL.:pancy, :reasonable ..... ear end tear, fire, flood, e.arthquake, or other caSUa 1 ty, ... ·a:::-, and 2"."1 act of .,.'ar e:.:.:::epted. II "' r I . I I - A" 21. DISPOSITION OF ABANDCfJEO PERSO~Al PR('PE~T~ (~L 27.22) 5 If TENANT abandons the PREMISES or is dispossessed the reef by proc€-ss of law or ot.t.er""ise, title to any per-sonal property be1oTL:;;ing to TENANT and left 0;' th-e PREMISES fo:rtl'-five (45) days after such abandonment or disp(.)ssession shall be deemed to have been transferrE=d to CITY. C!.TY shall have the right to re~ove and to dispose of su-::h property loIithout liability therefor to TE.';'ANT or to any person. claiming under TENANT, 2nd shall have no need to account therefor. 22. QUITCL,lI.IM OF T£NJl.NT'S INTEREST UPO~{ TEP_"~IN.<\TION (RL 27.2J) 5 Upon termination of this Lease for any reason. i nclud ing but not linit~d to termination because of default bi' T£NANT, TENANT shall, at CITY'S request execute, acknowledge and deliver to CITY within five (5) days after receipt of · ... ·ritten det<3r.d thereof, a good ",:"Id SUfficient d~ed whereby all rights, title, a~d interest of TENANT in the PREMISES, is quitclaimed to CITl'. Should TEr\ANT fail or refuse to delivel" the required deed to CIT'!, CI'rY !:lay prepare and record a notice reciting the failure of 'TENANT to execute, acknowledge and deliver such deed and t.he notice s'hall be co:'.clusive evidence of the termination of this Lease, and c.! all right of TENANT or those claiming under TENANT in and to the PREMISES. 23~ CITY'S RIGHT TO RE-ENTER (RL 27.24) S TENANT agrees to yield and peaceably deli· ... er posse5sion of the PREMISES to CITY on the date of ten:,.ination of this Lea.se, ...,hatsoever the reason for such terroination_ Upon giving r..'Titten notice of termir,dtior. to TENANT, CITY shall ha.ve the right to re-enter and take possession of the PREMISES on the datE such termination becores effective withcut f~rther notic~ of any kind a~d without instltution of regular legal prcceedings. Termination cf the Lease and re-entry of the PREMISES by CIT¥ shall in n~ ~ay alter or diminist. any oblig::.tion of TEN~.NT i..I;)der-'(r.e Lease terns and sh.:ll constitute' an acceptance Or' surrender. TEN"ANT 'Waives any and all rights of rede;-:1pticr. under any existin9 or­ futut"'e la· ..... or statute in the e-,,'ent of €victicr, fro.:-: or disycss€ss:on of the PREMISES for any reason or in the €'/ent CITY re-enters and lawfully re-takes possession of the PREMIS~S. 24. POST-ACQUISITION TENAtiC'1;" (RL 27.203) 5 TENANT hereby acknowledge~ that its occupa~cy of the PREMISES is subsequent to aC'iuisition of the PRE!~ISES t; CIT·! _ TENA."lT furtt'.er understands and ~grees th~t as a post-acqulsiticn t~n3nt, TENANT is ~ot eligible an~ furthermore ~aives all ~lai~s for relocation 14 ,- "'~.'"d_'·C· ~ -;~~;--::~" . -=:r ""'~, . -:;~:.£,- ---' ____ ~. h "" '0 ~,:","""'< -~. - assistance ~nJ benefits ~~der federal, ~t3te or locel law. 2S. HAZAROOllS SUSSTANCES (RL 27.29) S A. Pefiniticn. As used her-ein .. th:e ten:! "Hazardeus Materials" means any substance or :material -,,'hich has been determined by any state, federal or lecal govern:;.,ental alltJ-.ority to be t:a.pable of posing risk of injury to health; safety. and propertYI including petroleum 3nd petrole~m products and all of those materials a~d substances d~signated as hazardous or toxic by the t).5. Environmental Protection Agency, the Ca 1 i fornia water Qual i ty control Board, the V.S. Department of Labor, the California Department of Indust!.""ial Rel.aotiops, the Ca Ii forn ia Departr:lent of Health Services, the California Health and Welf~re Agency in connection 'With the Safe Water and Toxic Enfot'cet:lent Act of 191)6, the U.S. D8partment of Transport.ation, the u.s. Deparlment of Agriculture, the U.S. CQnsunlec Product Safet:t Commission, the U.S. Depart!T'lE'nt of Healt.h and J-luman Services, the U.S. food ar,d Drug l'.dministration or any other governmerlt.al agency now or hereafter :3uthorized to regulate materials and substances in the environment. Without limiting the generality of the foregoing, the term "Hazardous Materials u shall include all of those materials and substances defined as "toxic materials'! in sections 66680 through 66685 of Title 22 of the California Code of Regulations~ Division 4/ Chapter 20, as th~ saTIle nay be amended from time to tine. B~ TENAN'l"S Use of PREt'LtSES. During the term of this Lease, TENANT shall abide and be bound by all of the fQl1o',./ing requirements: i1. iii. L TENANT shall comply ..... ith 1:.11 la· ... s no·",' ,:;,r hereafter in effect relating to the use of Hazardous Materials on, under or about the PREMISES, and TENANT shall not contami~ate th8 PREMISES, or its subsurfac.-es, ... rith any Hazarao'.lS r-:atcrials. TENANT sh,1.11 restr iet its wse of }-!aza rdolls Materia Is at the PREMISES to those kinds of materials that are ncr~al1y used in constructing the Project. Disposal of any Hazardous Materials at the Premi~es are strictly prohibited. storage of such permissible Hazardous Materials is allowed only in accordance with all applicable la~s n0W o~ hereafter in effect. All s~fety and nonitoring features of any storage facillties 5h.1ll be approved by CITY'S Fire Chief in accordance with all laws. TENAt-.:T shall be sole_ly and full}! responsible for the reporting of all Hazard':<'.l5' Materials rE;leases to the apprcpriate ,p",blic agencies, ..... 'her'. :3L:Cr.. re]eases are caused by or result fro!"", TENAl\'7'S activities on the PREMISES. TE!'<Nn shall lmmediately inform CITY of an}' release of Hazar-lollS Mat<:rials, ..... rr.ethe:r or :not th., release is ~n 1 :. - quantities t~~t wo~ld other~i$c be repo~table to a p~blic agency. iv. TENANT shall be solely 3r'.d fu] ly respol1sible and liable fer such releases at the Premises, or into CITY'S sewage or storm drainage systems. TENANT shall take all necessary precautions to prevent ani' of its Ha:?ardous Materials fcor!l enter ing into ani' st.orm or se",·ase drain. system or from being released or. tte Pre;'!'.ises. 'I'ENANT shall reIT'ove releases of its Hazardous Materials in accord3nce with all la~s. In addition to all other rights and remedies of CITY hereunder, if ths rele .. ~.se of Ha zardous !<':ater ia Is caused by TENAN'r is n':lt removed by TENANT Iolithin ninet:>t (90) aaj''S after discovery by TENANT, CITY or any other third party, CIT'i may pay to have tt.e same rem·Dved and TENAN"T shall reimburse CITY for such costs w·ithin five (5) days of CITY'S de~and for pay~ent. v~ TENANT shall protect, defend, indennify and hold har~le5s CIT't from and against a1] loss, dal'iage, or liability (including all foreseeable and ur.fo~eseeable consequential damages) and expel1ses (including, without limitation, the cost of any cleanLlp and re;7l-;diatiNl of Haz.ardo'J.s Materials) .... hich CITY nay sustain as a re::oul t of the presence or cleanup of Hazardous Materials on the PREMISES. vi. TENANT'S obligation under this clause shall survive the expiration or earlier termin~tion of this Lease. 26. ALL COVENANTS ARE CONDITlmJS (RL :2 7.30) S All provisions of t.he L:e:ase are e:.:pressly ~:ade cC'!"lditions. 27. PARiIES 02 INTEREST (RL 27.31) S Nothing in this agreenent, expressed or i~plied, is in~e~ded t~, or shall be constr~ed to, confer upon or to give to any person or party other than CITY and TENANT the covenants, condition or s~ipulations hereof~ All cover.ar.ts, stipulatio.r.s, pror::ises and agre?!Tlents in this Lease shall be for the sole and e~clLlsive benefit of CITY and TENANT. 28. RECORDATIOrl OF LEASE CRL 27.32) S Neither CIT'i nor TENAN'[ shall record this Lease; ho~ever, a shart­ forn memorandum of Lea~~ may be recorded a: CIT~'S request. ( .-. :;;.:,"