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City of Palo Alto
City Manager's Report
HONORABLE CITY COUNCIL
POLICY AND SERVICES COMMITTEE
CITY MANAGER DEPARTMENT: F'1nmIce
AGENDA DATE: NOVE.\fBER 13, 1995 CMR:47I:95
SUBJECT:
REQVEST
APPROVAL CONTRACTS FOR THE ELEVEN EXTENDED
DAY CARE PROGRAMS AT PALO ALTO llNlFIED SCHOOL
DISTRICT ELEMENTARY SCHOOL SITES
This report requests Council autl>ori7.e the Mayor lO sign four contracts betw_ the City and
lOur providers of extended day care sen'"es at the eleven Palo Aha Uni fled School District
(PAUSO) elementary school sites.
Rf,COMMENPATIQNS
Staff =ornmends that Courn:il approve and authorize Ibe Mayo< to execute the four
contracts between the City and lOur providers of extend<:d day care se"ices at the eleven
P A USD elementary school sites. The contracts include five·year subleases .t the existing
rental rate structu...., previously established by staff and approved by Council in Janu3f)' 1990
(CMR:114:O).
POI ,ICY IMPLICATIONS
This report recommends implementation of a separate can[rac! fur providing extended day
care sen1ces between lite City and each of the four providers of CX1ended day care servkes.
The provisions and tetms are essentiany the same as those included in the previous subleases
fur these sites; the rental rates and conditions of the subleases "'ill remain uncbanged, "ith
the e"ception of providing five year terms. This rate sttucture is based sole!yon existing
policies that require recovering approximately 80 percent of the City"S ManagerofC1uld
Care and family Services sal8lY and benefits.
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The September I, 1989 Lease and Covenant Not to De'\lelop with PAUSD requires that the
District provide space lOr befOre-and after-school cbild care programs at eleven e1ementaI)'
school siles. Providers lOr these programs were solicited under a Request For I'roposal
(RFP) process. lbe CUlTCt1\ lOur providers include Palo A.lto Community 0ii1<! Care
(PACCC) at eight sites; PAUSD at one site; Gat"" Inc, dba Redwood Enrichment Center,
aUbe Fairmeac!ow site; and the Children's Croative Learning Center, Inc, a' Nl}wn. Since
the inceptioo oflhis ~ in 1989, one-year subleases. with exhibits containing provisions
lOr prnviding exlerlded day care senices have been granted to each of the pro;i<lers. P",ch
of the four providers has recently requested five-year sublease terms to allow them the
security of malting long-range plans and improvements and kl pursue gran! funding and loans
lOr program and buiJding improvements.
Slalfhas evaluated the issues regar<fmg transferal;~ity (assignment sublease or conveyance)
of the longer-termed subleases, the appropriateness of the rental rate stn.'CtUre and the need
10 more clearly define the provL.ioos and terms fOr prmi<ling extended day care services. As
a ri:sull, staff believes that the atlached contract, ~ AttJlc'menl A accomparued by a
five yoar subl .... at the previously established rental rate stnK:ture, is appropriate.
Contract
The proposed contract between the City and exlended day care provider.; contains the same
tenns and conditions as those pre>iously contained in the sublease c!ocument, including a
clause "'hich prohibits the assignment, transfer, or (Ollveyan« of the Cootract .. ithout the
writt.-n prior consent of the City. In addition, the cootract provides fur an annual review by
the CiIy's Manager of Cluld Care and f~y Serviees to ensure that each pro,ider is
meeting the terms of the provi.ions in the contract's Scope of Ser.ic~s For I'ro;1ders of
Ex1ended Day Care Services III PAUSD Elementary School Sites.
Sublease
The sublease, ",Nch is an exhibit 10 the contract, contains the same terms and provisions of
sinular.~ and subleases fur City owned and (cotroned property, with the excep60n of
the \enu. The 1<Om> of the sublease is now made subject to the continuation of the cootract
between the Cily and Provider fur provi<fmg extended day care ser.xes. In addition. the
sublease COIltains • clause that probu1>its the assignment, transfer or conveyance without 1M
prior "irit'.en consent of the City_
Rmta1Rafes
Rental rates lOr the extended day COIe sites were established by staff and approved by
Council in JantW)' 1990 (CMR: I 14:0). A! that time, the monthly rents were establisbed to
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<>fBet approximately 80 percent of !he Child Care Coordinator's .!mual salary and benefits,
which are funded by Ihe utility users tax (UUT). The rales were .nocated 10 each site,
depemfmg upon Ihe size oflhe facility and Ihe enrollment c"padt),_ The rates have since
been increased annual!)' by !he 10cal Coosumers Price Index (CPr). A recent survey indicates
that Palo Alto offers signifi<:antJy lower rental rates than the surrounding communities of
Menlo Park, Mountain VIeW. Sunnyvale, and Cupertino, all of which maintain sublease.
agreements with child care p<oviders offering exlended school-age day care services. The
comparison is made somewhat difficult by the fact that the rental rates, bours and rates
cbarged the parents are all slightly different.
Staff evaluated the appropriateness orthe rental rates, including the rates currently cbarged
10 the two for-prc>fit providers at the fainneadow and Nixon sites. Because the rates are
intended 10 enable the pro,iders 10 charge parents affOrdable tuition rates, offer
commensurate salaries in order 10 attract and retain quality staff; and' because aU four
providers are in fact meeting !he Cit)"s objectives, staff is n<>l p<oposing • separate rate fO!
profit pr<Mders at this time.
In aMnion 10 these rental rates, Ihe providers are charged. prorated rate per square fooc per
month for utilities. for the mooths they are operation.l. which is billed as a atreCl pass
Ihrough 10 the PAUSD. The cost of utilities a[ each site " approximately S.llIsquare
foocimooth; this amount is adjusted annuany by the actual cost per square fooc used at Ihe
Juana Briones site. The current rental rates and payments the Cit), makes 10 the PAUSD for
each of these eie\'en shes are shown on E""~ it B Eshij>if A.
FlSCAL IMPACT
None.
ENVIRONMENTAl, ASSESSMENT
The lease of an existing facility is Ca!egoricany Exempt under Closs 1 -(existing facility)
requirements of the CaliWnia Environmental Quality Act (CEQA).
AITACHMENT
Exhibit A
Attachment A
1995196 Extended Day Care Annual Rents Received vs. Payment 10
PAUSD
Contract form between the City of Palo Alto and provider for
extended day care servi<:es at Palo Alto Unified School Distri<.1
elementary school sites and subleases for extended day care services
a! Palo Alto Unified School District elementary school sites
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PREPARED BY: . MARTIIA E, MILLER, Financial Anal)st
CIlY MANAGER APPROVAL:
Juj;: Fleming ,
tiity Manager
CC: Margo Dutton, Palo Alto Community Child Care
Martin Selznicl. Palo Alto Unified School District
fran Durekas, Children's Crealh'e Learning Centers, Inc.
Lorene Stanley, Redwood Enriclunent C"nter, inc,
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EXHIBIT A ~95
1995196 EXTENDED DAY CARE
ANNUAL RENTS RECEIVED va PAYMENT TO PAUSO
UTll/TIES
RENT RfC'O RfNT PAID BY II:EC'OBY PAID TO NET PAID
ffiOV!lEfIJSIT~ SQ,f!,_ !lY.9rt'_. _ ~TOP~USD _ CITY_ ... !,A.!JSO FROIIWT
PACCC
AOOISON dosed b' '!Inme'f 1080 $3,080 $31,969 51,056 $1,261 $29,100
O\.M.N!:C 960 $3,696 $31,969 51.261 $1.261 $29,213
ElCARMElO 960 $3.696 $31,969 $1.267 51,267 $28,273
ESCONDIDO -.. b""",""" 1080 $3,080 $31,969 n056 $1,261 529,W.
HAYS cSowd b-Sl..'fT"ITI8J" 960 $3.080 $31,969 $1,056 51.267 $29,1
HOCM:R _bsumne< 960 $3,080 $31,969 51.056 $1.267 $29.100
OHlONE 960 $3,696 $31,969 51.261 51,267 $29.273
PALOVEROE dooodb_ 960 $M80 $31.969 $1.056 $1,261 $29,100
sublo!al PACCC $26,491 subI1lIaf PACCC $230,316
CHJLDRfNS CREATIVE lEARHlNG
NIXON 4300 56,101 531,969 $5,676 $5.676 $26.262
REOWOOD EltRlCMMENT CENTER
F~ 960 53,696 $31,969 51,267 $1.267 $28,273
PAllSD
AlANA BRIONES 96() $3,696 $31,969 51.261 ",267 528.27.
TOTALS $40,59:Z rnl.1iS9 Ul.2aZ S1U4a UUJn
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ATTACHMfiT S
FOR.\f
COlITRAC'l' 110.
BII'l'WlmN TIlE exn OF PALO ALTO AND
FOil. UTBIlIDBO DAY CAU snVICBS A't
PALO AL'1'O 11lfIFIIC) SCHOOL DISTll.ICT
BLDmIITA!i.Y SCl!OOL SITES
This Contract No. is entered into
by and between the CITY OF PALO ALTO~ a charter="e"d'-c=-,'· -::ty::-and a
municipal corporation of the State of California (·CITY-j ~ and
a
located at { • CQ.N'I'RACTOR· J ~
RECITALS:
WHEREAS. CITY desires certain extended doy care services
{"Services .. ' .. as more fully described in Exhibit "A"; and
WHEREAS. C!TY desires to engage CONTRACTOR. including its
employees I if any .. in providing the Services by reason of its
q'..1alifications and experience in performing su<:h Services.. and
CONTRACTOR has offered to provide the Services on the ter.ms and in
the manner set forth herein;
NOW ... THEREFORE .. in consideratioo of the cO\t"enants. terms ..
conditions .. and provisions of this Contract. th~ parties agree:
SECTION 1 _ TERM
1.1 The term of this Contract shall be one (1\ yea.r ..
commenCing on July 1, 1996 and te~inating on June 30 .. 1991.
1.2-The obligation of CONTRACTOR to perform the Servi<:es
will commence in acccrdance with the time schedule set forth in
EXhibit -A-. Time is of the essence of this Contract. In the event
that the Services are not completed within tbe specified time
schedule on account of CONTRACI'OR"s default .. CIT'l"s city manager
will have the option of ~ending the time scbedule for any period
of .lime. This proviSion will not preclude the recovery of dazr.a.ges
for delay caused by CONTRACT02.
SEC'fIO!! 2 OOALIFICATIONS STATUSr AND W·fIES OF
CONTItl.cl'OR
2.1 CONTRACTOR represents and warrants that it has the
expertise and prDfessional qualifications to furnish or cause to be
furnished the Services~ CONTRACTOR. further represents a...~ -warrants
tbat the project director'and every individual charged with the
performance of the Services under this Coctract are duly licensed
or certified by the State of California.. to the extent SlJ·ch
licensing or certificat.ion is required by law to perform. the
Services.
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2.2 In reliance on the representation and warranty set
forth in Section 2.:1,. C1TY hires CON'!'RACTOR to perform~ and
CCNTRAC'l'OR. covenants a.."1d agrees that it will furnish or cause to be
furnished, the Services.
2.3 CONTRACTOR will assign a project director to have
supervisory responsibility for the performan.ce. progress,. and
execution of the Services. If circumstances or conditions
sUbsequent to tbe execution of this Contract cause the s~titution
of the project director for any reason,. the appointment of a
substitute project director will be subject to the prior written
approval of the project mar~ger.
2.4 CONTPACTOR represents and warrants th~t it will:
2.4.1 Procure all permits and licenses, pay all
charges and tees,. and sive all ~ices whi~h may be necessary and
incident to the due and lawful prosecution of the Services;
2.4.2 Keep itself fully informed c·t all existing and
futare Federal~ State of California~ and local laws, ordinances,
regulations~ orders, and decrees which may affect those engaged or
employed under this contract~ any materials used in CONTRACTOR's
performance under this Contract:~ or the perfonrance of the
Services;
2.4.3 At all tLmes observe aod comply vith , and cause
its employees and contractors {and consultants). if any. who are
assigned to the performance of this Contract. to observe and carply
with~ the laws, ordinan~es~ regulations, orders and decrees
men~1oned above; and
2~'~' Report immediately to the project manager~ in
writing, any discrepancy or inconsistency it discovers in the laws,
ordinances, regulations~ ord~rs, and decrees mentioned above in
relation to any plans, dravings, specifications or provisions of
this Contract.
2.S CONTRAC1'OR rill ~e responsible for employiDg or
engaging all persons necessary to p~rform the Services. All
cootractors of CONTRACTOR ~11 be deemed to be directly controlled
and supervised by CONTRA~R, which will be responsible for their
performance. If any employee or contractor of CONTRACTOR fails or
refuses to carry out the provisions of this Contract or appears to
be incompetent or to act in a disorderly or improper manner, the
eJrployee or con-tractor Yill be discharged immediately from further
performance under this Contract on d~~ of the project manager.
SECTION 3. OOTIES OF CITY
3.1 CITY will furnish or cause to be furnished the
specified services set forth in Exhibit *A-and such other
information regardiog its requirements as may b€ reasonably
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requested by CONTRACTOR.
3.2 The city manager will represent CITY for all
purposes under thia Contract. The ~~ager of Child care and Family
Services is designated as the project manager for the city manager.
The project manager viIi supervise the pertor.man~e, progress~ and
execution of the Services.
3.3 It shall be the -responsibility of the project
manager to establish general policies and 9'..lidelines, and mediate
disputes among CONTRACTOR, parents, p-,.rent repre';.~ntatives~ a.nd
PAUSD.
3~4. Svaluat.ion of the services provided according to
this CONTRACT shall ~ the responsibility of the project manager.
Timing~ procedures, and manner of evaluation shall be developed by
the project manager. CON'!'AACTOR shall furnish to CITY all data.
etateme~s~ records. information, and reports necessary for CITY to
monitor. review, an-j. eva~uate the performaIl>ce of CONTRACTO~'s
services hereunder.
3.5 In the even·t CITY should determine from any source,
including but ~ Itmited to information submdtted by CONTRACTOR
under this Coo,tract or any evaluation report from a!)y source, that
there is a coodition whiCh requires correction~ CITY may forward to
CONTRACTOR ~equests for corrective actioo. SUch requeat9 shall
indicate the nature of the issues 'Which are to be reviewed to
determine t.he need for corrective action and may include a
recomnendatioo. as to appropriate corrective action. Within thirty
(30) days -Of CITY's request. CONTRACTOR shall submit its response ..
which shall include its views o'{ the problems and-proposed actio:o~
if any~ upon requests of either party. the parties shall meet to
discuss any su'ch reqolest and res,PO'nse within the thirty (30) day
period specified.
SECTION i-RESpoNSIBILITIES OF OONT&ACTOR
4.1 CONTRACTOR shall establish and maintain a system of
accounts that shall conform with generally ac.:epted prin.ciples of
accounting. Su~h system of accounts sball be subject to the review
of ~he Deputy City ~ger~ Administrative Services and the ~~ty
Auditor.
4.2. In support of its system of accounts, CONTRACTOR
shall maintain complete and accurate records' of all financial
transactions. including contracts, inVOices, time cards, cash
receipts, ca.ncelled checks, and :bank statements. SUch records
sball be preserved and tro.ade ava.ilable upon request until the
expiration of three (3) years following the ter.mination of this
CONTRACT. .
'.3 Financial expense and revenue summary sheets for all
of CONTRACTOR's ope:-ations under this Contract shall be SUbmitted
by CONTitAC'l'OR 00. an annual basis to CITY.
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4.4 CONTRACTOR shall provi6e for an independent audit of
its fiscal transactions. records, and financial repot'ts relating to
its Obligation$ under this ~ontract~ The audit sh~11 be completed
every two years and shall be cond'ucted by a certitied public
accountant ac~ording to generally acc~pt~d audit procedures.
4~S Income to the program in tbe for~ of fees~ direct
contributions. fun6raisL~~ and any other form of monetary program
sUppOrt must be shown in the records of the fiscal CONTRACTOR in a
manner acceptable to the Project manager and CONTRACTOR.
".6. On reasonable notice, CONTRACTOR shall grant the
project D;IClnager access to all records~ data, statements. and
reports. but excluding any confidential records of personnel and
client reports which tend to identify specific individuals. for
purposes of financial or operational audit or review of CONTRACTOR
by CITY. CONTRACTOR shall permit CITY to audit. at any rea.sonable
time during tbe term of this CONTRACT and for three (3} years
thereafter, CONTRACTOR's records pertaining to matters .covered by
this OONTRACT~ CONTRACTOR further agrees to ~aintain and retain
such records for at least three (3) years af~er the expiration O~
earlier termdnation of this OONTRACT~
4.7 CONTRACTOR shall ensure that all services Offered
under this CON'I'R.AC'i shall be secular in nature. CONTRACTOR ehall
furt.her ensure tbat it shall refrain from offering religious
instructioo. ~hip. or ocher religious activities while providinj
child care services. in acccrdan.ce with tho! provision of the
california and United States Constitution.
SECTION 5. COST OF SERVICES OFFERED BY CONTRACTOR
5.1 The CO!n'RACTOR shall at all times !fIaintain a writteD
schedule B~t.ting fo·rt.h operating hours and operating procedures for
eacb'required ~nd optional use provided on or from the PREMISES.
A schedule of prices charged for all services related to the
required and ~ional use of this CONTRACT shall be maintained.
UpOn written request. CONTRACTOR shall furnish the
proje.ct JDa..nager a copy of t.he schedules and prOCedures. Should the
project manager decide that any part of these schedules or
procedures is nee justified with regard to fairly satisfying the
needs of the public. the CONTRACTOR. upon written nQtice fram the
project manager. shall modify said schedules or proCedures to the
satisfaction of the project manager. Prior to issuing such a
n~ice. ~he project manager shall persoc~lly review and confer vith
the CONTRA-C!'O&. or CONTRACTOR's represent.ative regarding;
(1) The degree of public service invol~ed in the
sale of services;
(2} The market prices charged by other competing
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and/cr comparable businesses; and
~) The degree to which salaries and benefits are
at a coarnensurate level that ensure"s a quality progra"U "'hich
minimizes staff turnover.
SECTION 15 I INDEMNITY
fi.l coN'rRAcToR agrees to protec-t ~ indemnify, defend and
bold harmless C1TY. its Council members. officers~ employees and
agents from any and all demands. claims. or liability of any
nature .. in<:luding death or injury to any persOQ 4 property damage or
any other loss ... caused by or arising out of CObi'TR.ACTOR"s~ its:
officers· ... agents'. sUbcontractors' or emp~oyees~ negligent acts.
errors. or omissions., or willful misconduct, or conduct for which
applicable law may impose strict liability on CONTRACTOR in the
performance of or failure to perfor.m its Obligations under this
C~tract.
SECtION 7. WAIVERS
7.1 The vaiver by either party of any breach or
violation o·f any covenant. term, condition or provision of this
contract • .or of the provisions o·f any ordinance or law~ will not be
deemed to be a waiver of any other t.ern'l., covenant,. condition ...
provisions. ordinan'Ce or law,. or of any subsequent breach or
violation of the same or of any other teral. cove~~nt~ condition.
provIsion, ordioan-ce or law. The s,..lbsequen.t acceptance by eitheI:
party ~ any fee or other money -which may become due hereunder yill
~ be deemed to be a waiver of any preceding breach or violation
by the other party of any term, covenant. condition or provision of
this Contract or of any applicable law or ordinance.
7.2 No payment,. partial pa}-ment, accept.an-ce ... or partial
accept.ance by CITY will operate as a waiver on the part of CITY of
any of its rigb.ts under this Contract.
SEC'IIOO e
8 I 1 CONTIt.'-CTOR. at its sole cost and expense, 'Will
obtain and :naiD·tain~ in full force and effect. during the term. of
tbis Con-tr-act., tbe insurance coverage described in Exhibit we· r
insuring not only CONTRACTOR and its cootract.ors~ if any, but also,
with the excepeioo of workers' campensation~ employer's liability.
and professional liability insurance, naming CITY as an additional
insured concerning CONTRACTOR's performance under this Contracc.
8.2 ~l insurance coverage r~~ired hereunder will be
provided through carriers lo"itb Best's Xey Rating Guide ratings of
A:X or higher which are admitted to transact insurance busIness in
the State of california. Any and all contractors of CONTRACTOR
retained to perform Services under this Contract ~ll obtain and
maintain. in full force and effect during the term of this
Contract~ identical insurance coverage~ naming CITY as an
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additioaal insured under such policies as required above.
843 Certificates of such insurance. preferably on the
forms provided by CITY, 'Will be filed with CITY concurrently with
the execueioo of this CODt~act. The certificates will be ~ubject
to the approval of CITY's risk manager and will contain an
endorsement stating that the insurance is pr~ary coverage and will
not be canceled or altereO by the insurer except after filing with
CITrs city clerk thirty ~30) days' prior written notice of such
cancellation or alteration, and that the City of Palo Alto is named
as an additional insured except. in policies of 'Workers·
compensation, employerrs liability, and professional liability
iZlS'.J.ra.nce. CUrrent certificates of su·ch insurance will be kept on
file at all times during the ter.m 0= this Contract with the city
clerk.
8.4 The procuring of auch required policy or policies of
insura.nce rill not be construed to limit CONTRACTOR~s liability
hereunder nor to fulfill the indemnification provisions of this
Contract. No-c.vithscancHng the policy or policies of insuri31n.ce.
CONTRACTOR vill be Obligated for the full and total amount of any
damage. injury~ or loss caused by or directly arising as a result
of the Services performed under tbi 8 Contract, inc~uding such
damage. injury. or lOS8 arising after the Cootract is terminated or
the term has expi~ed.
SECtION-9 WORKERS' CQMpENSATIQl!
3.1 CONTRACTOR. by executing this Contract. certifies
that it is a~re of the provisions of the Labor Cod€ of the State
of California which require every emplcyer to be insured against
liability for v~rkers' c~tion or to undertake self-insuran~e
in accordance with the provi~ions of tbat Code, and certifies that
it ~ll comply with su~h provisions, as applicable~ before
commencing the perfor.mance of the Services4
SE;CTTQN 1Q4
SERVICES
TERl-'JNATION OR sus PENS rON OF CONTRAct OR
10.1 The city manager may suspend the performance of the
Services, in whole or in part~ or te4Jminate this Cootract~ with or
without cause. by giving sixty (60) days· prior written notice
thereof to CONTRACTOR. Upon recei~ of such notice# CONTRACTOR
will immediately discontin~e its performan~e of the Services.
10.2 CONTRACTOR may terminate this Contract or suspend
its performance o·f the Services by giving sixty C60} days~ prior
'Written notice tcereof to CITY~ but only in the event of a
substantial failure of performan~e by CITY or in the event CITY
indefinitely vithhold9 or withdraws its request for the initiation
or coa·tinuation of the Services to be performed.
10.3 Upon such suspension or termination by CITY ~
CONTRACTOR ~ll be paid tor the Services actually rendered to CITY
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Oil or before the effective dc.te of suspension or termination;
provided, bowever, if this Contract is suspended or terminated on
account. of a default by CON'TFACTOR, CITY will be 001 igated to
compensate OO~~CTOR only tor that portion of the Services which
are of direct and immediate benefit to CITY, as such determination
may be made by the city manager acting in the reasonable exercise
of ber discretion~
10.4 Upon such suspension or termination,. CONTRACTOR viII
deliver to the city manager imlediately any and all copies of
studies, sketches, dra~ngs, oomput~tions. and ocher data, Whether
or not completed. prepared by CONTRACTOR or its ~ontractors, if
any.. or given to CONTRACTOR or its contractors.. if any~ in
connection with this Contract.. Su<:h materials will become tb.e
property ot CITY.
10.5 The failure of CIT'i to agree vitb CONTRACTOR~s
independent f1ndings~ conclusiOQs~ or recommendations~ if the same
are called for under this Contract. on the basis of differences in
matters of ju-dglnent~ will n~ be constr-.. ed as a. failure on the part
of CONTRACTOR to fulfill its obligations under this Contract.
SECl'IQN 11. ASSIGNMENT
lL1 This GOontract is for the personal services of
CONTRACTOR. tnerefore. CONTRACTOR will Dot assigc.~ transfer i
convey. or other-rise dispose of this Contract or any right. title
oz-in·terest in or to the same or any part thereof without the prior
written consent of CITY. A consen·t to one assignment viII not be
deemed to be a consent -to any subSe-~uent assignment. Any
assignmen-t made without the approval of the city manager will be
void and l at the ~iOD of tbe city manager. this Contract may be
t.erminated. This Contract viII not be assignable by operation of
law.
SECTION 12. NQTICES
12.1 A11 notices herp.uader ~ll be given in writing and
mailed~ postage prepaid~ ~y certifie~ mail. addressed as follows:
To C1TY: Office of the City Clerk
City of Palo Alto
Post Office Box l02S0
Palo ~tor CA 94303
To CONTRACTOR: Attention of the project director
at the address of CON"I'RACTOR recited above
SECTION ] 3. CONFLICT OF Il-o'TEREST
1.3.1 'In accepting t.his Contract. CONTRACTOR. covenants
that it presently has no interest. and will not acquire any
interest.~ direct or indirect l finan-.cial or othe.nlise. which would
conflict in any manner or degree lII'ith the performance o·f the
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Servic.es.
13.2 CONTRACTOR further cover~nts that, in thE
performance of this Contract. it will not employ any contractor or
person having such an interest. CONTRACTOR certifies that no
person who has or will have any fina."lcial interest under this
Cootract is an officer or employee of CITY; this provision vill be
interpreted in accordance with the applicable provisions of the
Palo Alto MUnicipal Code and the Government Code of the State of
california.
SECTION 1.4. NONQISCROOrq.,TION
14.1 As set forth in the Palo Alto MUnicipal Code. no
discr~~natioo will be ~ade in the employment of any person under
tbis Contract because of the age, race. color~ national origin,
ancestry, religion~ disability, sexual preference or gender of that
person. CONTRACTOR agrees to meet all requirements of the Palo
~to ~icipa1 Code pertaining to nondiscrimination in employment.
io~luding completing the requisite form furnished by CITY and set
forth in Exhibit ·D·~
1'.2 CONTRACTOR agrees that each contract for services
with an independent provider viil contain a provision substantio~ly
~s follows:
• (Name of Provider1 will provide CONTR.ACl'OR
with a certificate seating that {Name o,t
Provider] is currently in compliance -with all
Federal and State of California la'otls covering
nondiscrimir~tion in employment; that (Name Qf
Provider} will pursue an affirmati.ve cvurse o,f
action as required by the A1firmative Action
Guidelines of the City of Palo ~to; and that
{Name of provider) will not. discriminate in
the employment of any pe~son under this
contract because of the age, race, color.
national origin, ancestry, religion,
disability. sexual preference or gender of
such person.-
14.3 If CONTRACTOR js found in violation of the
nondiscrimination p~ovisions of the State of California Fair
Employment Practices Act or similar provisions of Federal law or
executive order in t.he performa.nce of t.his Contract, it will be in
default. of t.his Coo.tract. Thereupon, CITY will have the power to
cancel or suspend ~hil Cootract. in whole or in part. or to dedu~t
the sum of tventy-five dollars {$25) for each person for each
calendar day during which such person was subj ected to acts of
discrimination, as damages for breach of contract, or both~ Only
a finding of the State of California Fair Emplo:ym.ent Practices
COIf!I!\ission O~ the equivalent federal agency or officer will
constitute evidence of a breach of this Contract.
e
14~. It CONTRACTOR is in default of the nondiscrimination
provisions of this Contract or the Affirmative Action Guideli~es
pertainiug to this Contract. CONTRACTOR will be found in material
breach of this Contra~t~ Thereupon, CITY will have the power to
cancel or suspend this Coc.-tra.ct. in whole or in part .. or to dedu,ct
from the amoun,t payable to CON'I'RAcroR. th.e sum of t'Wo hundred fifty
dollars ($2S0J tor each calendar day during which CONTRACTOR is not
in. complian.ce witb this provision a.s damages fer breach of
cootract. cr beth.
SECIIQN 1~ MISC~LLANBOUS P~ayISIONS
15-.1 CONTRACTOR represents and warrants that it has
knowledge of the requirements of the Americans with Disabilities
Act. of 19'90 .. and the Government Code and the Health and ~fety Code
~ the State of California .. relating to ac~ess to public buildings
and accomwodations for disabled persons; and relating to facilities
for disabled persons. C'()b"'!'RACTOR rill comply with or ensure by its
advice that ~ompliance with such provisions will be effected in the
performance of this Contract~
15-.2" This Contract will be 90 ... ~erned by the la .... s of tbe
State of cali!ornia~ excluding its conflicts of lav~
15.3 In the event that an action is brought .. the parties
agree that trial of such action will be vested exclusively in the
state courts of California or in the United States District Court
for the Northern District of California in the County of Santa
Clara .. State of California.
15~4 The prevailing party in any actioo brought to
enforce the provisions of this Contract may recOver its reasonable
costs and attorneys· fees expended in connection with that action.
15~5 This document re~resents the entire and integrated
agreen-.ent between the parties and supersedes all prior negotia
tions.. representations. and contracts. either written or oral.
This document may be amended only by a ... --ritten instrument ..... bich is
Signed by the parties~
15.6 All provisions of this Contract~ whether covenants
or conditions" will be ~eemed to be both covenants and coooitions~
15.7 The covenants. terms. conditions and pr~Jisions of
this Con'tract will apply to. and will bind. the heirs. successors.
exe~tors. administrators. assignees, and cODtractors, as the case
~ay be. of the parties.
15.8 If a cQUrt of competent jurisdic~ion finds or rules
that any proviSion of this Cont~a~t or any amendment thereto is
void or unenforceable .. the unaffected provisions of this Contract
and any amendments thereto will remain in full force and effect.
15.9 All exhibits referred to in this Contract and any
9
.~< ... ,---<.~.---
" >"
;~~::;-> .
.."
addenda, appendices, attachments~ and schedules which~ from time
~o time, may be referred to in any duly executed amendment hereto
are by slJ'ch referen.ce in-corporated in this Contract and will be
deemed to be a part of this Contract4
15.10 This Contract may be executed in any nuzriber of
count~rparts, each of which will be an original. but all of whicb
togetber will cODStitute oce and the same instrument.
15.11 Thi~ Contract is su~ject to the fiscal provisions
of the Clarter of the City of Palo Alto and the Palo Alto Munici.pal
Code •. This contract will terminate without ilLy penalty (aj at the
end of any fiscal year in the event t-hat fuOOs are not. appropriated
for the following fiscal year. or (bl at any time within a fiscal
year in tbe even.t that funds are only appropriated for a portion ot
the fiscal year and funds for this Contract are no looger
available. This Section 15.11 shall take preceden.ce in the event
of a conflict with a.ny ocher covenan·t, term. condi t. ion, or
provision of this Contract.
IN WiTNESS WHEREOF. the parties hereto have by their duly
authorized representatives executed this Contract on the date first
above writ-ten.
ATTEST:
City Clerk
APPROVED AS TO FORM:
senior Asst. City Attorney
APPROVED:
Assistant City Manager
Director of Community services
Deput.y City Mana9"er,
Administrative Services
Risk Manager
Manager of Child Care and
Family Services
CITY OF PALO ALTO
Mayor
~:-------------------
I~s: ________________________ _
Taxpayer"s I.D. N04
10
AT'l'AC!IMEN'l'S :
EX/IIBIT 'A':
EXHIBIT'S',
EXHIBIT 'C":
EX!UBIT 'D"
EXHIBIT '"E'":
SCOPE OF SERVICES FOR PROVIDERS OF
EXTENDED DAY CARE SERVICES
FEE SCHEOOLE
CERTIFICATE OF INSURANCE
NONDISCIUMINATION COMPLIANCE FOR."l
SUBLEASE FOR EXTENDED DAY CARE SERVICES
AT PALO ALTO UNlFIED SCHOOL DISTRICT
ELEMENTARY S<..'"HOOL SITES
11
CDTlP1C1.n OP ACXNOWLED<lICE!I'I'
ICivil C~~ S 1189)
STATE OF _________ , ___ 1
CQOIITY OF _________ _ )
)
public
On _= .. _~_:-__:. before me, the undersigned,. a not.ary
in and tor s&i~ C~oty. persooally appeared
=p-::e-=r-':,,-::ona='l"l"'y~Itno=-wn-::---:t"'o'----'_"_'---"'(;-:oC:r'----::p-::rC:av=ed-'--::-t-::o-"",=-on=--:t"'h;:-e:--;ba=s"l"· s'----=of
satisfactory evidence) to ~ the persones} whose name(s) iE/are
sUbscribed-to the within instrument. and acknowledged to me that
he/sbe/they exe-cuted th~ .&me ie hie/her/their aut.horized
capacity (ies) • and that by ll!s/her/their signature (s) on t.he
instrument the persoofs). or the entity upon behalf of ~hich the
person {51 acted, executed the ill5trt.afleot ~
WITNESS a>y band and official seal.
12
· " ... ". "'';
.";-.. .~ ..
EXHIBiT -A-
SCOPE OF SERHCES FOR PROVIDERS OF EXTE.'\"DED DAY CARE SERVICES AT
PALO ALTO t;NlFIED SCHOOL DISTRICT nE~1K"'TARY SCHOOL SITES
1996-97
SERVICES: Under this Agreemeot, ___ shan oro"ide
extended dB)' care services to the c.hild(reo.) of farrulies e-nrolled at
------~=-::--:--::__::_:c=_---.--
located on !he Palo Alto Unified School District (PAUSD) property leased by the Cit), 0(
Palo Alto. Services sbaD be furnished as specifl<d in this E."<hIbit °A", Scope 0( Services
for Providers 0( Extended Day eMe Service, at Palo Aho Unifl<d School District
Elementary School Srtes.
The extended day care program sban be limited to children curreruJy enrolled in Grades
lGnderganeB through Grade five (5) in tile Palo ABo F nlfied Scboo! Districl
PROGR.-\M GOALS:
L To offer affordable clrild care services to children of families enroned in PAUSD
elementary schools.
2. To provide working parents 'Vi'ith access to f1censed child care services year-round
including PAUSD scbooi boriday5, school vacations, and staff cevelopIIlC'nt days.
3. To pro",ide a quanry program ",'hlcb seeks k1 maintain standards set forth by the
National Assodatioo for the Education of Young Cl:uldren (NA.EYC).
PROGR.-\M SPEClnCATION&
I. Program Schedule
Services rendered shaIl include before-and after-school cwld care for school age
cluldrea in grades Idndergarre. through fj vo, Before-scbool care ",ialI be provided
if sue. care is required by eight (8) or more child"B. Program schedule ,ban be
-operable daily throughout the year. including school hotldays and vacation periods
except for legal holidays "'hich are recognized by L'>e Cily of Palo Alto as specified
in Section 2,08,100 of the Palo Alto Municipal Code.
a. Re~lar Scbool Days C~·Co!nmunil}·C'.enIfor
4XXJ MiddlefieIdR..":'ad, Suik-12
Pa!o A.l1o, CA.9-0J3
.(j5..329.24ll!
415. ~ 5756Fax
-"'>_J","7~''''.''-''f''''''''''~''''---~:
i •
•
• c~, '"
The: desi~ hours of ope~tion. (0{ ex.tended day <:~k.es. OD regular S(',b,oo{
days shan r~DCe not earlier than 6:30 a.m. butOlater than 7:00 I_m. and
shaIT operate until !be scheduledsrart of school .. !be site. The provider shall
reopen at !be ea.tlie<l scheduled end of !be school day and shan remain open until
.. least 6:00 p.m. bur no! later !han 630 p.m.
~ school days are def ... d as Moodq through Friday .. cept legill holidays
recognized by !be City of Palo Mo. PAUSD school holidays. PAUSD school
voc.tions. and PAUSD .. aff de,elop=ot days.
It is understood lbat the provider shaD ba v.e txclusi ve: use of the site. 'Wben Ihe
sire is DOt in us< by !be provider. th< Cily. its .gent or .,signs, may use !be sire k>r
academic curriculum 0< other City purposes.
b. J Ceal HoUrf;r"5
Services shan he offered as ou-JirJCd in this Exhibit • A ': Scope of Scrvices for
E:1.tended Day Care Services at Palo Aho Unified School District ElemeDJ:'olj'
School Sites" with !be ooly e""eption 1><1'g legal holidays recognized by !be City
0( Palo AI1o, as defined and specified in Section 2.08.100 0( th< Palo Alto
Municipal Code.
c. ScbooZ Hpljdiys
The designated boors of operation k>r extende1 day <Me semees on school
holldays that ~ DO( recognized by !he City 0( Palo Aho in Section 2.08.100
,=lua:ng winter aod spr.ng b ... ..aks and su;nmer vae3tion) shall be 1:00 a.m. 10
6:00 p.m.
d. CnowUdation of ScOlices
The provider may consolidate services ""im another 1icen.<;ed' or 1egany exempt
scboot age provider during school 'l'acaooos. and summer perlods when enron.."1".IeDl
or anendance is low. Programs may cJose for !he purpose 0( offering s!lit
devc10pmeDl or in-service training. A1l sud. closings are SUbject 10 approvaI by
!be City's Project Maru!ger.
c. QberlJg~
The provi4er may ~se the cont:rJK::ed s1te(s) outside of the norma] hOUl""""S of
operation for staff. parent, andlor studem meetings.
2. Licensing and Exemptions
The provider shall operate I school .ge child <>re program that is ocensed by !he
California Department 0( Social Services, Communi'l' Care Licensing Division,
ucless the provider qualifies for exemption from liceD5UTe as stated in lhe general
llc<nsing l1Oquiremeots of Title 22 of !be CalUornla Cooe 0( Regulations as
promulgated by !be Department 0( Socia! ServicesiCommunit)l Care Licensing
Division. All fic.engd progrdIIlS shalt malnu.in I current [}(Ill-ambulatory lirense .
3. Lk .... iDg Reports
2
.: --, .
1be p<O\'~bal1lbrward 10 tbe Cd:y~5 Project ~ ~ "'ithin ten tID) days 0(
an IicensiIlf" visks. copies of all ticensing re~~eo. by the: California
Departme!ll: of Social Services, Community Care L)censmg Divislon.
4. SWf"mg R.atio< and R.equirements
The provider shan meet oc exceed the suffmg ratios a.nd requirements for schoo{
•• e children as spa:ified in the 6censing requin:merus of Title 22 of the California
COOe 0( R<gulaticns:
1 te2"...b .... to 14 chlldr ...
1 _ and I aide to 28 childr ...
For any group over 18 and up to 42, 2 tea<htts plus I aIde are required to be
present and within eye coolact or enroOees. .
For any groop 0 .... 42, 2 teacbers and 2 aides are manclated •
.Job descriptions s1la..G be developed and maiorained for aD positions inducftn,g staff
e!lll'ioyed on a substitute or temporary basis.
5. Health and Safe!}' Standards
The provider shall enforce ~alth 2.Dd safery standards that aP! consisteru with sure
regulations and PA USD po6cies and regulations in such ....... as administration of
meQJCation.s~ emergenc., infOIEaticn forms, and txcluslou of ~kk tb11d..~. The
pcovider shall eosure that staff Illembers ret:erve ongoing training in the areas 0(
basic fi<SI ald and cardipuImooaty resus<iGltion (CPR).
6. Emergency PreparedDess
TIle provider sbaIl implemenl and foOD ... emerje"'Y procedures and drills tbat are
consis1e1ll _ stan: laws and PAUSD <lerne",,,.-), ",hoc! site policies and
reguIa.tions. TIle provider shan -cllsu:re that staff membcn receive ongoLng.
emergency preparedness tr.Jjning.
7. Sii"lnISip Out Procedures
The pcovider sbaTI maintain sign in and sign Out procedures in ace ordance wid!
state licensi.ng requirements.
!. Starr Development
The p£ovic!er shaD offer appropriate S"..aff development activities on an ODeOm!
basis, iDr.:lwfing staff U"3jnjp~. in order to funy meet the child deve1op~IlI ~d;
of children enrolled in til< program.
~. Writte.o. SchedWes
The provider ,ball at aD tinoes maIntain • "";tten ",hedulc setting forth tlle
OfCr3ting bouts and operating procedures for eacll required and optional DSe
provided on or from the eretnentary school stre, A fee schedule for prices charged:
for an services re1ated 10 !:he requi.---ed and optiocaJ uses set fortll m chis CODtract
slLall be mairnained.
10. ChiIdnn _ Speda! Needs
3
The prQ\I~n k!eocify children with special nee@ the time 0( cnror.rnellf
to eLlSUfC; ~te sufflng leveIs. Children "ith ~ciaJ needs 'Vrrho l.cquire
assist4nce during an emergency evacU300n shan be acconunodated. LicensecJ
providers shan maintab I nDtl-amblliatN.')' I:icense.
11. EquipmeDt and Suppfies
The provide.,. shall assume re::;poruThility for program implementation, and shal1
provide: furniture, e~uipment. and supplies. e:xce~1[ as other.tr,ise agreed upon ""'i.th
the Cily aDd PAUSD.
12. conaboralion willi Local A&encies md Programs
The provider shaD ccordinate: ";lo'ith 1oca1 ageDl:ies and programs to enable children
\0 participate in e;Ura-<urricuIar activities incil!Cfmg sports. scoots, recreational
activities. and community service projects. The provkkr shan seek to ensure
col1abora.6on with other agendes and programs in Of"der to maximize access 10
existing sen'ices and to avoid dupficatiotl.
13. Waitin& Lists
The provider shall maintain a curreol. waiting fIst "'be a program is at licensed
capacity and shaD. grant priori!y enrollment StatuS to ~rorking parents L"ld 10
non-ambulatory chiJdrea when I Don-ambulatory space becomes available.
14. Parenl Advis«y Comminee
Tbt provider sball establish a pare", ad,isoQ CQIllIlllt(ee as needed for eacll
PAUro clementary sellOoI site. AI! interesred parnes shall be eligible for
membership. Responsibihties of tl}e parent advisory comrn..ittee shall include
representing paten! concerns 'fO the sne direckX. the program direCiOf. and ;0 the
schoo{ site principal .... 1len lp?ropria.te. meeting with the City's Project Mana~er
10 resolve: issues that: arise at the specific elementary school site~ participating in
selec!ion of new staff mernbc:rs, aDd participating in a Roqucst Foc Proposals (ilFP)
process 10 provide input. into the selection of a new provider wheB such .a process
is deenu:~ appropriate by the CiIy's Project Manager.
15. Annual Pamlt Sune,
The Provider sbaIl cooduct an annual parent: sur.ey utiliiing forms provided by
City. Results of the parenr survey shan be: made a .... aiIabJe 10 the Project MaruIger
as part of the Ciry·s annual site evaIuation process.
16. Materials 10 be Kept aD File
Th< provider shan ensure _ materials requin:d bJ the Ci:y, as more specifically
outlined in !his Coouact and !his Exhibit· A': Sc"l'< of Services Foc Provider> of
Extended Day Care Services, be maintained on file with the Ci:y's Projec.
Manager. Maleria15so be kept 00 file include:
Annual financial statement
Calendar of days "1'<" aDd close<l
Curren( operating license
Emergency evacuation plan
4
'.
-~ .
. '
Licensing fmlilti issued by [he California Departr!i~ Social Services
Operating JlRe<!ures a.'ld Policies (Paren! Ha~
sU."1llIW')' shCet of annual parent evaluations
Tuition schedule
11. Annual Site Evaluation
Tbe.Provlder Ehall participate in an aJlIlilaJ sire (vafuatioc conducted by the Cj,ry~s
Project Manager 10 def£rmtne mal ibe program continues EO satisfacfOrily meet the
Ciry', requirements as stated in this Exhibit' A', Scope of Services for Providers
of Extended Day Care Services at Palo Mo Unified School District Elemenury
School Silts.
18. Reports to the City
AD conespoode"". relating 10 this Exhibit 'A'; Scope of Services for Providers
of E"",ode<! Day Care Services at Palo Mo Unifie<! Scbool District Elementary
School Sites shall be sen! 10 the following address:
City of Palo Alto
Offx::t:: of Human Services
4000 M'tddlefieJd RDad T·2
Palo Alto, CA !t4303
Ann: Child Care '" Fmllly Services Manager
, -
EXHlSn"B"
fHSCHEDULE
TO BE PROVlDED SY CONTRACTOR
EXHlBrr"C"
CERTIFICA IE Of INSURANCE
TO BE PROVIDED BY CONTRACTOR
EXHIBIT"D"
NOND15CRIMINA TION COMPlIANCf FORM
TO BE PROVlDED BY CONTRACTOR
EXHIBIT I
ScrRLEASB POR EXTENDED DAT CARE SERVICES AT
I'ALO ALTO tlNIF ZED SClIoot. 01 S'l'IlICT l!loEHEN'l'UT SClIOO£ S I TIS
This. SUblease is made this day of
between the City of Palo Alto, a municipal
1994 by and
corporation~ {CITY) and
________________________________________________ ISLcT~VTi.
RECi"TALS
A. Effective January 1,. 1930 the City of Palo Alto and the Palo
"Alto Unified Scbool District (DISTRICT) entered into a
Sublease and Covenant Not to Develop herein referred to as the
~~ster SVBLEASE. The Master SL~LEASE provides in part, that
the District furnisb space at varic-us elementary school sites
to be used for-the Pllrp<:l'se of providin9 child care services.
The space provided shall meet the State standards for
licensing and have all the utility connections in pl~ce exce~
telepllone.
B. Space has been provided by t.he District at:
Elementary School iherein after referred to as tbe Site) ~
CITY desires to SUBLEASE the space to ~~TENOL~ for child care
services.
c. SUBT~J desires to SUBLEASE said space for the purpose of
providing child care services.
NOW THEREFORE. in consideration of theee premises. the parties
hereto mutually agl'ee as follows:
I. PREMISES (RL 3.0) S
subJgct to the terlts and conditions set forth in this agreement,
CITY SUBLEASES to SUBTENANT that certaic property {The Site). at
Unless specifically provided
elsewhere in this St~LEASE. srJBTENANT acce~s the SITE ~as-is· and
by .execution of this sublease St)"B'!ENAN1' a,::u.owledges that the 5i te
1
~et the State req~ire~ents for State licensing or as ~n Exempt
Provider according to the general licensing requirernents of Title
22 of the California Codes of Reg-ulatic.ns as prvm.ulgated by the
Department of SOcial Services~ stmT~~ shall notify CITY"s Child
Care Coordinator immediately if a site no longer qualifies for
State lic:ensing as a. child ca.re facility.
II. PURPOSE (RL 4.0) S
The purpose of this Sublease is to provide child care services as
outlined in the Contract for Services and Operating Policies titled
·Contract NO. between the City of Palo Alto and Gaton~
Inc. for Extended Day Care Services and Exhibit A: Scope of
Services for Providers of Extended Day Care Services at Palo ~to
Unified School District Elementary SChool Sites.·
III. .REQUIRED A.m> OPTIONAL SERVICES }l.J>.'D USES (RL S. 0) £
In furthe~ar.ce of the purposes stated above, the following required
and optional services and uses shall be provided; permitted or
prohibited:
A~ Eeql1jred Services and nse§~ . Throughout the term. of this
Sublease SUBTENANT shall provide the follo~Dg services and
activities:
Use SUbleased facilities for cbild care ser.rices to grade
school students as more particularly described in those
operating policies and procedures outlined in the "Contract
No. bet~een tbe City and Gaton, Inc. fer Extended Day
Care Services and Exhibit A: Scope of ser~ices for Providers
of Fxtendec Day Care Servic6 at Palo Alto unified School
District Elementary School Sites.·
B. Optiooal Services and uses. StiDject to the prior -...ritten
approval of the City ~anager or designee, SL~T~~ may also
-use t.b~ PREMISES to provide aOditional services and uses "'hlch
are ancillary to and o:ompatible -with tbe required services and
uses stated above and not in conflict ~ith the required uses.
Such optional uses may include the following:
Parent~ teacher~ staff meetings directly related to the uses
2
.-,.~--~
:i~~' ;
c.
as desc:ribed in Clause III It.. (REQUIRED AND OPT!ONAL SERVICES
AND USES).
R s 5tr o ct@d U5es~
serving and/or
games of chance
The following uses are prohibited; 1) The
sale of alcoholic beverayes; 2) conducting
on the premises.
IV. TERM (RL 6.0) S
The term of this Sublease shall be five (5) years, commencing on
J\.lly 1 ... 1.996 and ter:tlinating on June 30, 2001. It is rrr~tually
u·rKierstood and agreed that the term hereof is subject t.o the
continuation of the Contract No. betlolo'een CITY ar..d
SUD'i'ENA..~. SnO'..11d the Cc-ntract l)e terminated; eit.her CITY or
SUBTENANT may_ at its discretion. tenr-inate this Sublease upon £0
days prior written notice.
V. TERMINATION OF PRIOR AGP£EMENTS (RL 6.1) S
This S~lease supersedes any and all prior SubleaseS or agreements
entered into by crTY for use of the PREMISE';. All such prior
subleaseS or agroeements are null and void.
vr. CONSIDERATION/RENT IRL 1.1) NS
As consideration for SUBT~~'S ~se of the PREMISES in accordance
'Witb. the terClS and -conditions of this Soblease~ SUBTENA."fi' .. during
the months of its operation, agrees to pay to CITY a total of
___ ,-__ -..,.-..,._-,-_______ 1$ _____ ) p due and payable in
accordance ...... ith Clause VII I (RENT FAYMENT PROCEDURE) ~
VII. CHA.~GE FOR UNAUTHORIZED SERVICES AND USES (RL 7.41 s
SL~TENANT .§}).all pay CITY a Sl,..i.m equal to one Hundred Percent ODD\-)
of the gross receipcs for any service or use that is ~ permicted
or authorized by Clause I I I (REQUIRED &. OPTIONAL USES). This
payment is subject to the "due date" requirement provided in Clause
IV {CHARGE FOR LATE PAYMENT}. The existence of such charge or the
payment or receipt of money under this clause, does r~ constitute
an autborization of a particular service cor use and does n.:>t
constitute a waiver of CITY'S right to terminat~ such service or
use.
3
'.
VIII. RElIT PAYMENT PROCEDURE (RL 10.0) S
A. On c-r before the first day of each month, SUBTENMi shall pay
to CITY rent as set forth in Clause VI (CCNSIDER'TION/RENT).
s. SUBTENANT'S obligation to pay rent shall commen~e upon ~he
commencement of this Sublease. Sbo~ld this SUblease commence
on a date other than the first of any month .. rent for t-he
first and last month of t!'\is S'\!blease shall be prorated
assuming a 30-day month.
c. Rental payments shall be d~livered to the Revenue Collections
Division, 250 Hamilton Avenu~~ PO Box l025a~ Palo Alto~ CA
9430). The designated place of payment may be changed at any
time by CITY upon ten flO} days written n~ice to SUBTEN~A~~.
"Rental paymen·ts may be rr.ade by cbeck made payable to the City
of Palo ~to~ h~.evers SUBTE~~ assumes all risk of loss if
paymeDts are made by mail. A rental payment coupon must
aCoornfany all rental payments.
o. Acceptance Of Lat@ Qr Incprrect &eDt~ SJ~TENANT specifically
agrees that acceptance of any 1 ate <or incorr~ct rentals
~~itted by SUBT~~ shall not constitute an acquiescence or
waiver by CITY and shall not prevent CITY from enforcing
Clallse IV (CHARGE FOR LATE PAYMEN'I') or any other remedy
provided in this Sublease.
IV. CHARGE FOR LATE PAYl-IENT IRL 11.,) s
If any Fayment of rent as specified in Clause VI
{OONS!DEP~TION/RENT) or of any other sum due CITY is not received
or postrr.ar1ced .. ithin ten (lOj days of its due date. a late charge
eq~al to one percent (It) of the pa}~~nt due and unpaid plus an
administrative fee of $50.00 shall be added to the payment~ and the
total sum shall become immediately due and payable to CITY.
Acceptance of late cbarges and/or any portion of the overdue
payment by CITY shall in no event constitute a waiver of
SUBTENANT'S default 'With respect to such Qverdue payment~ nor
prevent CITY from exer~isin9 any of the othe~ rights and remedies
granted hereunder or by any provision of law.
.:-
x. SECURIT{ DEPOSIT (RL 13.0) S
A eecurit)" deposit in the sum 0[:-:--:::-_-:::-___ ($ __ " DO}
shall be prov-ided to CITY by StJ'BTENANT _ The security deposit shall
take one of the forms set OLlt. below-and sha.ll guarantee S:;JBT£N.h...N'I' I S
full and faithful performar;.ce of all the terms~ covenants~ and
conditions cf this Sublease.
A. Cash.
B. The assigc.me.nt to CITY of a savings deposit held in a
financial institution in Santa Cla.ra or San Mateo County
acceptable to CITY. At a minimum# such assignment shall be
eyidenced by the delivery to CITY of the original passbook
reflecting the savings deposit and a written assignment of
said deposit to CITY in a form approved by tbe Real Prope~ty
Manager.
C. A Time Certificate of Deposit from a financial institution in
Santa Clara or San Mateo County whe~ein tne prin~ipal sum is
made payable to CITY or order. BoCh the financial institution
and the fOrtll of the certificate must be approved by the F.eal
Property Manager~
D. A Letter of Credit or other instrument of credit from a
finan-cial instit.ution, subje::t to regulation by the state or
federal government, pledging tbat fund necessary t.o secure
performance of the Sublease t~~5, covenants, and conditions.
are oti deposit and guaranteed for payment, and agreeing that
the funds shall be trust funds securing SUBTENANT'S
performance and that all or any part shall be paid to CITY or
order upon demand by CITY. Both the financial institution(s)
~~d the form of the instrument(s) must be approved b}' the Real
Property Manager.
R.egardless -of t.he fonn. in which S'j"ETENANT ele<:ts to ao.ake said
security deposit, all or any portion of the principal sum shall be
available unconditionally to CITY for correct in3" any default or
breach of t.his Sublease incurred by CITY as a result of the failure
by SL~TENANT, its successors or assigns, to faiLhfully perform all
of Lbe terms, covenants, and conditions of this Sublease. Should
SUBTENArIT elect to p,rovide a Time Certificate of Deposit, Letter'of
5
.-....
Credit. or other instrument of credit~ herein~fter collectively
referred to as ·!NSTil~'"T' ~ to fulfill the secl.:..rity deposit
requirements of this SUblease. the INSTRtJ"MEN'! shall conta.in a
provision wbereby the institution issuing. the INSTR~~ agrees to
provide CITY with wrieten notice of its intent not to rer.ew the
INSTRt.:'MD'"T at least thirty (30} da}ts p:cior t:) expirat ion or
t-erminatioc. of the INSTRUMENT ~ If SUETEW.NT has not provided CITY
with ~~ acceptable alternate form of security deposit at least ten
(10) days prior to expiration or termination of the INSTRUMENT.
CITY may demand and obtain from the institution issuing the
INSTRUMDt"1'. the amount secured by the !NSTF,UME..'-IT as satisfaction of
tbe security deposit provision of this Sublease~
Snotlld SUBTE~l elect to assign the savings deposit to CITY. or
provide a~ alternate INSTR~~~ to fulfill the security deposit
requirements of this SUblease. the assignment, or issuance of the
IN,STR:tJME!II""I' shall have the effect of releasing the depositor or
creditor therein from liability on account of the pa}'nleo,t of any or
a.ll of the principal sum to CITY or order upon dema.."ld of CIT"i. The
agreement entered into by SUETENA.7IlT with a financial institution to
establish the deposit necessary to permit a~signment or issuance of
a certificate as provided above, may allow the payment of in~erest
ae<:ruing on accoun't of the deposit to SUETENM'"T. or order.
SUB~ shall ~aintain the required security deposit tnrou9hout
the Sublease term. Failure to do so sball be deemed a default and
may be grounds for im.."I'Iediate termination of this S1.!blease. The
security deposit shall be rebated~ reassigned, released~ or
endorsed to SUBTENANT or order l as applicable. at the end of the
Sublease term, provided SUB~~ has fully and faithfully
performed each and every term, coveD.ant rand CO:ldition of this
SUblease.
XI. MAniTBNANCE AND REPAIR IRL 14.31 NS
CITY shall be responsible for maintenance and repair of the
structure a~ main support systems required to keep the PREMISES in
a condition suitable to satisfy the purpose of the Sublease.
SOBTENANT expressly agrees to maintain their SubleaseD area in a
safe. clean, ~holeso~, and sanitary condition~ to the complete
satisfaction of CITY and in compliance with all applicable laws.
SUBTENANT further agrees to provide approved containers for trash
o
and garbage ~~ to keep the PREMISES free and clear of rubbish and
litter. CITY shall h~ve the right to enter upon and inspect the
PREMISES at any ti~e for cleanliness anj safety. Notwithstanding
the above provisions# SUBTENANT shall be responsible for damage or
repair to PREMISES or any of its sup?Ort systems resulting from
SUBTENAN1"S ,"se of the PREMISES and n?t occasioned by nOIl!,al we<lr
and tear_
SUBTENkNT sball be responsible for maintenance of the interior
PREMISES~ incl~ding but ~ limited to the repair or replacement of
electrical {ballast and s ... itcbesl. plumbing fixtures and pipes.
wall and floor coverings and glass breakage. Should this Sublease
be terminated by either party# or in the event no s;Jbsequent
Sublease is entered into bet,*,een CITY and SUBTENANT. CITY 'alill
reimburse SUBTENANT for the actual construct ion and replacemen·t
cost of the electrical (ballast and switches)~ plurr~in9 fixtures
and pipes. and floor coverings, less depreciacion at the rate of 10
percent {lO\i per year from the date of completion of SUBTENANT
replaced improvements on the PREMISES to the date of termination of
thi s SUblease.
If SUBTENANT fails to maintain or make repairs or replacements as
req'.Jired herein~ CITY may notify SUBTENANT in .... ritir..-g of said
failures.
Should SUBTENANT fail to ~orrect the situation .... ithin a reasonable
time thereafter, as established by the City Manager" the Real
Property Manager may make. or cause to be made~ the necessary
conditions and cost thereof~ including but not limited to the cost
of laoor, material. and equipment and a 15\ charg-= for
administration and overhead~ shall ~ paid by SUBT~~~ ~ithin ten
(10) days of receipt. of statement of said cost from the rteal
Property Mana'3er.. CITY may. at its own option~ choose other
remedies available herEin. or available by law.
XII. JANITORIAL AND SE-.."IJRIT¥ NS
S~~TENANT at its o~ expense. shall provide custodial ser.ices to
t:he PREMISES.
SUBTENANT shall be respoosible for security of the SubleaseD space
at times and security of tbe rest roo1l'..5 outsid~ the customary hour-s
1
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· .
of scbool operatio.c.
doors and turning off
· ".
F ;.. -/" .
,.
.".
",..
Security shall mean lockir~ all windows and
lights.
XIII. CONSTRUCTION ~/OR ALTERATION BY StJBTENA!1lT rpL 15 .• 1 NS
A. CITY'S COLsent. No &truc~ures. imprcvernents~ or facilities
shall be cone:tru~tedl erected; altered, or rr:ade lr{ithin t.he
PREMISES without the prio~ written consent of City Council if
requirEd by City of Palo Alto procedures or ordinances, or
otherwise 17/ the City Manager. Maj or revisions .. "ill als.o
require p-rior ".oyitt-en appro·~··al by the Palo Alto unified School
District and/or state Architect. Any conditions relating to
the ma~~er~ method, designl a~ con$tr~ction of said
structures~ i~~ovements, or facilities establish€d by CITY.
District and State ... ..xchitect shall be conditions of this
clause as thougb originally stated herein~ SU3TENANT may~ at
any time and at its sole expense, install and place business
fixtures and equipt"i'lent within any "building constru-cted by
CITY.. provided such fixtures ard3 installation have been
reviewed and approved by the City Manager r or designee.
fL Strict Cgm12iiaoce .... ith plans aoo Sp .... ciflca';iops_ All
improvem<E:.r.t.s constructe·j. by SUBT£.NANl within the PR£MISES
shall he ~onstructed in an efficient and work~nli~e rnanne~
and in strict -compliance Yith detailed plans and
specificatior,s approved by the City Council if requ.ired by
City of Palo Alto procedures or ordinances or otherwise by the
City Manager~ or designee. and applicable City of Palo Alto
codES and ordinances~
c~ Prior to c~~e~~ement of any work~ SL~TENANT sball pay t~e
amount of any increase in premiums on insurance policies
provided for herein because of endorsements to be made
covering the risk during t-he course of 'WOrk~ In addition, if
the estilt',ated cost of work zhall exceed One 'Ihoue.and D::>llat's
($1, CC·'O} ~ St;"BT~ shall I ..... ithout cost to District or CITY ..
furnish CITY vith a performance bond .... ritten by a surety
acceptable to District and C!TY in an amount equal to the
estirr.ated cost of the work .. guaranteeing the completion of
-wo:-k~ free and clear of liens .. encumbrances ~ and security
interest .. according to the approved plans and specifications.
s
lIIV. OWNl'...RSHli? OF IMPRQVE.'!ENTS (RL 16.0) S
All il'r,provements constructed .. erected -or installed upon the
PREMISES must be free and ~lear of all liens .. claims~ or liability
for labor O~ mate:r-ial and shall I:::~come the property -of CITY .. at its
election,. upon expiration or earlier termination of this Sublease
a:-rd,. upon City's election. shall remain upon the r'REM!SES upon
termination of ~his Sublease.
Title to all equipment .. furniture; furnishings and trade fi~tures
placed by SUBTENANT upon the PREMISES shall remain in SUBT~! ..
and replacements .. 'substitutions and modificatic>Ds thereof may be
made by ~~T~~ t~Joughout the term of this Sublease. SUBT~~~
may remove such fixtures and f'Jrnishings ".J.pon terminat.ion of this
Sublease if S'"JET£NA.."IT is pot then in default -under this Sublease ..
provided that SUBT~~ shall repair to the satisfaction of CITY
any damage to the PREMISES and irrlprovements cause,j by su-ch remo,,",al
and provided that usual and customary lighti!lg~ Qlumbing and
heating fixtures shall remain upon the PREMISES upon termination of
this Sublease.
X-Y. UTILITrES iRL17.2) NS
SUBTENANT shall pay for gas~ electricity. se~er and refuse
collection services en premises. However; as separat.e meters are
not-provided for these services and it ·II/ould be UI'...economical to
separately meter these services~ SUBT~~ agrees to pay to CITY
$.lO/per square foot~ per site~ per mooth~ an esti~ate of
S~TENAN7'S consumption for these utilities. The monthly amounts
have been included in the monthly rent as set forth in Clause VI
{CONSIDERA'I'lON/:R.EN'l'). S'i.J"B'I'EN1J'IT shall provide and pay for any
telepbone equipment or services to the site.
XVI. INSURANCE IRL 18.1) NS
SUBTENANT shall maintain insurance acce~able to CITY in full force
and effect throughout the term of this Sublease.
MinimJlm scope pf Ipsuraru;e
Coverage shall be at least as broad o~:
l} Insurance Services Office Commercial General Liability
9
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coverage ~occurrence forom CG 0001).
II Insurance Services Office form number CA ODOl (Ed. 1/87)
Covering }.ctcmobile Liability, code 1 (a:'lY auto).
~) Wcrkers' Compensation insurance as requiTed by tbe St~te
of California and Etnployer's Liability Insurance~
The policy or policies of ins·,Jrance rnaintained by SUBTENANT shall
provide the following limits and coverages:
11)
(2)
PQf.'tcx MINIMl]M LIMITS OF LIABILITY
"O~RS'
COMPENSATION Statutory
COMPREHENS IIiE Bodily !;tjury
AT.JT()MOll 11£
LIABILITY, Property Damage
including owned ..
hired, and r~n-owned
au·tomobiles
$l .. DDO.OOO ea. person
$1. 000 .. 000 ea. occurrence
$1,000,000 e •. occurrence
0) COMPREHENSIVE
GENERAL
LIAllILITY
Bodily Injury $1.00'0,000
$1,000,000
$1,000,000
$1,000,000
$1. 000,000
ea. per-son
ea. occurrence
aggrega.te
including ~roperty Damage ea. occurrence
ea ~ occurrence products and Personal Injury
completed operations,
broad form contractual.
and personal injury~
(.) FIRE LEGAL
LIJ.!lILITY
$500,000 Said Sum represents the
estimated cost of the improvements and
fixtures ~thin the care, c~stody and
contral of SUBTENANT. Said sum shall be
subject eo annual review by LESSOR"s Risk
Manag.er to insure tr.at coverage is adequate
to cover ch~~ge$ in the reFlacement cost of
improvements and fixtures .... ithin the care,
custody and control of SUBTENANT~
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~{;;~~~:":<:'; 'f,lli:~C
Pedlb-tibJes and Self-InsllH,d Reteptjons
~~y ded~ctibles or self-insured retentions must be declared to and
approved by the CITY. At tbe option of the CITY either, the insurer
shall reduce or elhdnate s\J~h dedU':"tible.s or self ~inslJred retentions
as respects the CITY, its officers, officials~ employe~s and
volunteer~; or tbe st1BT£NANT shall procure a bond gu3ranteeing
pa}~ent of losses ar~ related investigations~ claim administration
and defense expenses~
Insurance shall be in full force and eff~c~ commencing on the first
day of the term of this Sublease~ Each insurance policy required by
this ~Jblease shall contain the following clause~:
1. -Each insurance pol icy required by thi s clause shall be
endorsed to Btate t.hat coverage shall r.ot be suspended ..
voided, canceled by either party~ red~ced in coverage or in
limits except after thirty (30) d~ys' prior written ~ice
by certified mail. return receipt req~ested~ has been given
to the CITY."
2. wAll rights of subrogatic-n are hereby waived against the
CITY OF PALO ALTO and. toe ClE:.:.bers of the City Council and
elective or appoiDtive officers or employees .. when acting
within the scope of thei:-employment or appointment.-
3. "The CITY OF P/lLO ALTO and PALO ALTO UNIFIED SCHOOL
DISTRICT are named as a 10s6 payee on the property
insurance policy described above and as additional insureds
on the liability insurance described above."
4. "The CITY, it.s officers .. officials .. employees, agents and
volu.'1teers ate to be covered as insureds as respects:
liability arising out .of activities performed by or 011
behalf of the SUBTENANT; products and completed operations
of the SUBTENANT; premises owned, occupied or used by the
~J8TENANT: or automobiles owned. leased~ hired or borrowed
by the SUBTENAN7. The coverage sball contain no special
limitations on the scope of protection afforded to the
CITY 6 its officers. officials 6 employees, agents or
vol1..i!lteers~l'II
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S. -For any clailT1_s r<elated to this Sublease. the SUBTENk .... ""T's
insuran~e coverage shall be pri~~~ insurance as respects
the CITY. its officers~ officials, employees~ agents and
volunteers~ ~1y insurance or self-insurance maintained by
the CITY. its officers~ officials; employees, agents or
.volunteers snaIl be excess of the SUBTENANT's ins~ra~e and
shall ~ contribute with it~·
s. "~.:ny failure to comply with reporting or other provisions
of the policies including breaches of warranties shall not
affect coverage provided to the CITY, its officers~
officials, employees. agents or volunteers.-
7. -The St,\9TENANT I s insurance shall apply separately to each
insured against whom claim is made or suit is brought.
except with respect to the limits of the insurerts
liability.-
Acceptabiljty Of Insurers
Insurance is to be placed with insurers with a current A.M. Best's
rating of no lees than A~X~
XVIl. INSL~CE (RL 18 .• )
SUBTENANT agrees to deposit .dth the Real Property Manager p on or
before the effective date of this Sublease, certificates of insurance
necessary to satisfy CITY that the insurance prOVisions of this
Sr.lblease have be~!i C'crnplied .. it.b, and to keep s\lch insurance in
effect and the certificates therefore on d€posit with CITY during the
entire term of this Sublease. Should SUBTENANT not provide evidence
of such required coverage at least three {3} days prior to the
expiration of any existing insurance coverage. CITY may purchase such
insuran~e, on behalf of and at the expense of SUBTENAN7 to provide
six months of co .. ·erage.
CITY shall retain the right at any time to review the coverage, form.
and amount of the insura~ce required hereby. If. in the opinion of
t.he Risk: Manager; the insurance provisions in this Sublease do not
provide adequate protection for CITY and for members of the public
using the PREMISES. the Real Property Manager may require SUBTER~~
12
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!i~Xi{t /tG:-~ .. ~:i"~·;;..;.;.;:..:;..;,,,,,, ':":."-;";-'-'''-_''''
to-obtain insura.."'lce sufficient in coverage.. for-m~ and amount to
provide adequat.e protection as determined by the Risk Manag:er.
CITY I S requirements shall be reas?nable and shall be designed to
assure protection from and against the kind and extent of risk ..... hich
exists at the time a change in insurance is required.
The Real Property Manager snaIl notify SUBTENANT in '*'Yiting of
changes in the insur~~e requirement.s. If ~JBTENANT does not deposit
copies of acce~able insurance policies ~ith CITY incorporating such
changes 'Witbin sixty (60) days of receipt of su·=h notice .. or in the
event ~JBT~r fails to maintain in effect any required insuxance
coverage .. SUBTENANT shall be in default under this Sublease withGut
furt.her notice to SUB1'ENANT. Such failure shall constitute a
material breach and shall be grounds for immediate terminaticn of
this Sublease at the ~ion of CITY.
The procuring of such required policy or policies of insurance shall
not be construed to limit SUBTENM7'S liability hereunder ncr to
fulfill the indemnification. provision and req..J.irem€nts of this
Sublea.se. Not..-ithstanding the policy or policies of insurance ...
SUBTENANT shall be obligated for the full and total amount of any
damage ... injury~ or loss caused by or conr~cted with this SUblease or
with use or OQCupancy of tbe PREMISES.
XVIII. ASSIGNING .. Su~LETTING. AND ENCUMBERING PROHIBITED {RL 19.1.
S
This Sublease is for the personal services of SZ~T~~~ therefore.
S~~TENANT will not assign. transfer, convey. or otherwise dispose of
this Sublease or any right, title or interest in Dr to the same or
any part chereof ...-i thol.lt the. prior IiIoTitten consent of CITY. A
consent to one assigurnent will not be deemed to be a consent to any
subse~....1ent assignment. Any assignment !!lade withou.t the approval of
the City Manager will be void, and at the oprion of the City Manger ..
this Sublease may be te~~ated. This Sublease will not be assignable
by operation of law.
If SUBTENANT hereunder is' a corporation or an unincorporat.ed
association or partnership~ the ENCUMBRANCE of any stock or interest
in the corporation, association, or partnership .... hL:h, in the
aggregate over any consecutive two-year period. exceeds twenty-five
perGent {2S\) shall be deemed an assignment ~thin the meaning of
13
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this clause:~
XIV. DEFAULT IN TERMS OF THE Sublease BY SUBTENANT (RL 20,0) S
Should SUBTENANT default in the performance of any covenant.
condition .. or agreement contained in this SUblease and such default
is not corrected within thirty (30) days of receipt of a notice of
default from. CITY. CITY t!\ay:
A~ Terminate this S~lease and all rights of SUBTENANT and those
who. claim under SOBTENA."1T. stemming from this Sublease .. shall
end at the time of such termination;
B. At CITY'S sole ~ion.-cure any such default by perfo~nce of
any act .. in~luding payment of money. ~~d the cost thereof~ pIes
reasooable. administrative cost. shall becotr,e imIttediately due and
payable by $UBTEN.~"T to CITY;
c. Seek an action or suit in equity to enJO~D any acts or things
'Which I'lily be unlawful or in violation of the rights of CITY;
D. Seek a manda~Ja or other suit .. action of proceeding at law or in
equity to enforce its rignts against SUBTEN>~ and any of its
officers~ agents. and employees and its assigns 6 and to compel
it to perform and carry out its duties and Ob~igations under the
law and its covenants and agreements ... ·ith CITY as provided
herein; or
E. Pursue any other remedy ava.ilable by law or specifically
provid~d·in other clauses of this Sublease.
However, in the event of a default ~hich caru~t reasonably be cured
within thirty ~)D) days~ ~1BTENANT shall have a reasonable period of
time {as detelmined by the City ~anagerl to cu~e the default. Each
and all of the remedies given to CIT! hereunder or by any law ~ow or
hereafter en~cted. are cumulative and the exercise of vne right or
-remedy shall not impair the-rignt to CIn to exercise any or all
other remedies. In case any suit~ action or proceeding to enforce
any right or exercise any remedy shall ~ brought or taken and then
disoootinued or abandoned, then~ and in every such case, CIT~ a~
SUBTENANT shall be restored to its and their fonter position and
rights and remedies as if no such suit, action or proceedings had
14
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been bro';ght. or taken.
"' .. ' .. " >
,.:-~
In addition to a violation or breach of any other provision of this
Sublease. SUETE~~ shall ~ considered to be in default under this
Sublease should SUBT~~:
A. voluntarily file or have involuntarily filed a"3'ainst it any
petition under any bankruptcy or insolvency act or law;
B. be adjudicated a bankrupt; or
c. att.empt to make a general assign.'1',ent for the benefit of its
creditors.
xx. LIMITATION OF THE LEASEHOLD (RL 22.0l S
This Sublease and the rights and privileges granted Sv~TENANT. in and
to the PP..EMISES are subject to all covena:::lts. c(>nditions,
restrictions, and physical or legal encumbrances, including those
... bich are set out in The september I, 1989 Sublease bet .... een SUB:LESSOR
and PAUSD. {A_ copy of the Agreement is on file at .250 Ha.milton
Avenue, Ci':.y Rail~ Real Estate Division, for your revie ..... Nothing
contained in this Sublease or in any document related hereto shall be
-con.9trlJed to imply the conveyance to SUBTENANT of rights in the!
PREMISES which exceed ttLose o.med by CITY.
xXI. NOTICES (RL 23.01 S
All notices.-staterneots~ -demands. -requests, consents~ approvals.
autbori2ations~ offers~ agreements, appointments or deSignations
bereunder give by either party to the ~her. &hall ~ in writing and
shall be sufficiently given and served upon the other party if {l)
personally served~ {21 sent by United States Certified mail. post3ge~
prepaid .. (3) sent by express delivery service. or {4} in the caSe of
a fa.csimile .. if sent t.o the telephone nu~.ber{s) set forth below
during normal business hours of the receiving part}~ and followed
.... Ithin 48 hours by delivery of hard copy of the material sent by
f"csimile.. in accordance vith (1). en or (3) above~ Personal
serv,ice shall include. without limitation, service by delivery
service and service by facsimile transmission. Delivery of notices
properly addressed shall be deemed complete .,hen the notice is
physically delivered to the Real Property Manager.
lS
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•
All notices pursuant to this SUblease shall be addressed as se"t forth
oolow or as either party may subseq..lently designate by .. -ritten
notice.
TO: on
Real Property Manager
City of Palo Alto
P_O_ Sex 10250
25-0 Ham.ilton Avenue
Palo Alto~ CA g4303
FAX, (4151 329-2469
with a copy to:
TO: SUBTENANT
City Clerx# City of Palo Alto
P.O. Box 10250
~50 Hamilton Avenue
Palo Alto, CA 94303
FAX, (US) 329-2646
City Attorney# City of Palo Alto
p.o. Box 10.250
25·0 I1amilton Avenue
Palo Alto CA 9430)
FAX, (41S) 329-26H
XXII. ATTACHY'tEN'I TO Sublease (RL 24.0) S
This Sublease includes the following exhibits, which are attached
hereto and by this reference incorporated into this Sublease!
Exhibit A -General Conditions
The inclusion ef clauses in Exhibit A {G~~RAL CONDI~IONS} is not in
any way intended to lessen the importance of these clauses. but is
merely done to enhance the organization of various clauses and this
SUblea6e~
16
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!._~~f:
XXIII. REPRESEN"l'AHONS RE=ING ASBESTOS (NSl
With respect to the existence or use of -Hazardous Materials· as
defined in 2S {"-) of the General Conditions. CIn represents to
SUB~vt tc the best of CITY's knowled3e as of the date of execution
of this SUblease and based on no other inquiry than (0 j nforrr.at ion
received from the Palo Alto Unifiec School District.. the master
landlord of the Subl~ased premise6~ and (iiJ the making and
examination of a study of the SubleaseD premises undertaken by
Dynamac Corporatioc" 601 Daily Drive, Camarillo .. CA 513010, .... ith
respect to the existence or non-exi5ten~e of friable or non-friable
asbestos and asbestos-containing construction rnaterials r that the
SubleaseD premises is in complia.nce with all laws regulat ing the
~w~~lingr transportation, storage~ treatment. use and disposition of
asbestos and asbestos-containing constr-;ction materials_
17
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IN WITNESS WHEREOF~ the partie6 have executed this Sublease the day
and year first above written.
CITY. Sl1lITENANr:
CITY OF PAUl ALTO {CITY)
BY' ________________ _ By, ______________________ __
City Manager
Its:
APPIIOVZl> AS TO FOItM:
By,-:---;----::--:---::-:-:---:-__ _
Senior ASst. City Attorney
ncoICMZNDEI) FOil APPROVAL:
By, _____________________ ___
Manager. Child Care , Family Services
By, ___________________ ___
Real Property Ma~ager
is
EXIIIBIT A
1. DEFINITIONS (RL 27.1) 5
CITY shall rnean the City Council of the City of Falo .P.lto~ a
municipal corporation.
The City Manager is hereby authorized to take any a~tions under this
Sublease on behalf of CITY except for ten-,irlation of this Sublea.se.
Clauses in this Sublease refer to specific officers or employees of
CITY. Shou~d these positions be eliminated or the title ch~~es~ it
is understood and agreed that such zeferences shall be considered to
be to the De"'" title for renarr.ed positions or to the replacerr.ent
official designated with the T,=:sponsibilities of a'":J.y eliminated
position. Any reference to a City officer 0::-employee includes a
reference to -the officerYs or employee's designated representative.
2. PARTNER.S5IPjCORPORATE AUTHORITY' LIABIL!TY (RL 27.2~ S
If SUBTENANT is a partnership, each general partner:
A. represents and warrants tbat the partnership is a duly qualified
partnersbip authorized to do business in Santa Clara County; and
B. shall be jointly and severally liable for perf0rman~e of the
terms and provisions of this SUblease.
If SUBTENANT is a corporation, each individual signing this Sublease
on behalf of SUBTENANT represents and warrants tbat;
A. he is duly authorized to do so in accordance ... ith an adopted
Resolution of SUBT~IS Board of Dire~tor6 or in accordance
with the Bylaws of the corporation; and
B. SUBTENANT is a duly qualified corporat ion authorized to do
business in State of California.
As ~sed in this Sublease~ the term • SUBTENANT I shall include
• ',Ok
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,
• .....!., '-. -
SUBTENANT. its agent$~ sublessees, concessionaires, or
ar:..y person acting under contract with SUBTENANT;
definition of SUBTENANT used herein... shall not be
authorize or permit any Sublease or licenses not
permitted elsewbere in this Sublease~
3. TIME (RL 21.3) S
Time is of the essence of this Sublease~
•• SIGNS (RL 21.4) S
licensees .. or
however... t"he
construed to
authorized or
SUBTENANT agrees ~ to constr~ct, maintain, or allow any sign to be
placed upon the PREMISES except as may be approved by CITY.
Unapproved: signs, banners; etC., l!,ay be rem":lved by CITY.
5. PERMITS AND LICENSES (RL 27.5) S
SUBTENANT shall be required to obtain any and all permits and/or
licenses ~hich may be required in conn~ctior. with tbe operation of~ and any approved SUBTENANT construction upon, the PREMISES as set
forth in this Lease.
6. MECHANICS LIENS (RL 27.6) S
SUB1'ENM"'T shall at all times indem.'1.ify and save CITY harmles~ from
all claims for labor or materials supplied in -connection with
conlStru-ction ... repair. alteration ... or inst.allation. of stru.ctures;
improvernents r equipment r or facilities within the PREMISES,. and from
the cost of defending against such claims~ including attorney fees.
SUBTENANT shall provide CITY 'With at least ten (10) days .. ritten
notice prior to cOO'.rr.enceTCent of any .. ark which could give yis:e to a
~~chanics lien or stop notice. CITY reserves the right to enter upon
PREMISES for the purposes of postin9 Notices of Non-Responsibility_
In the event a lien is imposed upon the PREMISES as a result of such
construction,. repairr alteration, or installation, SUBTENM'"T shall
eitner;
A. Record a valid Release of Lien; or
B. Deposit sufficient cash .,..jth crTY to cov€r the amount of the
claim on the lien in question and authorize payment to the
extent of said deposit to any subsequent judgment holder that
may arise as a trlatter of public record from litigation ... ith
regard to lienholder claim; or
c. . Procure and, record a bood in accordance with Section 3143 of the
Civil Code. which releas2s the PREMISES from the claim of the
lien from any action brougnt to foreclose the lien.
Should SUB~~ fail to ac~~plish ~~e of the
within fifte~c. US) days after the filing
Sublease shall be in default acd may be
termination.
three ~ional actions
of such a lien. the
subject to iomediate
7. Sublease ORGANIZATION k~~ Rv~ES OF CONSTRUCTION (RL 27.7) S
Words of the masculine geeder shall be deemed and construed to
include correlative words of the feminine and neuter genders. Unless
the coctext otherwise indicates. words importing the singular number
shall include the plural number and vice versa. aP.d words importing
persons shall include corporati~.s and associations, inc1~~ing public
bodies. as well as natural persons.
The terms ~hereby·. ·bereof~. -hereto·, ~herein·. ·hareunder-and any
similar terms, as used in this agreement~ refer to this agreement.
~l the terms and provisions hereof shall be construed to effectuate
the purposes set forth h~reio~ and to sustain the validity hereof_
The titles and headings of the secti~~s of this agreement have been
inserted for coDvenience of re-ference only, are net to be considered
a part her_eot and sr..all not in any -way modify or restrict any of the
terms of provisions herec.f or be considered or given any effect in
-construing this agreement or any provision hereof in ascertaining
intent ... if any question of in'tent shall arise.
8 . AME>oU"D'TS (RL 27.8) S
This Sublease sets forth all of the agreements and-understandings of
the parties and any modifications must be vritten and properly
executed by both parties.
22
.. ---
9 . UNl..A.WF'"JL USE I RL 27. 9 ) S
SUB~VT agrees that no improvements shall be erected, placed upon~
operat.ed,. nor maintained within the PR£.\!:!SES, nor any b'.lsiness
conducted or carried 00 tberein O~ therefrom, in violation of the
terms o-f this Sublease. or of an)~ regulation, order of la'W'~ statute,
or ordinance of a gove.rr.mental agency haYing jurisdiction over
SUBT~~;S use of the PREMISES.
10. NONDISCRIMINATION IRL 27.10) S
SUBTENANT and its employees shall comply -witt:. the J>.rnericans -,.,;-ith
Disabilities Act of 1990, and st.all not discriminate against any
person because of race, color, religion, ancestry, age, sex. national
orl.g1.n. disability or sexu.al preference _ S'V'"BTENAN'l' shall not.
discriminate against any employee or applicant for emplojlment because
of race ... color .. religion .. ancestry, sex. age; national origin~
disability or sexual preference. SUBTDiANT covenants to :neet all
requirements of the Palo Alto Municip,3.1 Code pertaining to
nondiscrimination in employment. If SUBTENANT is found in violation
of the nondiscrimination provision of the State of California Fair
Employment Practices Act or similar provisions of federal la ... or
executive order in the cQndoct of its activities under this Sublease
by the State o·f California Fair Employment. Practices COI!l!'!'<ission or
the eq~ivalent federal agency or officer, it sball thereby be fo~~d
in default under this Sublease .. and such default shall constitute a
material breach of this SUblease~ CITY shall then have the power to
cancel or suspend this Sublease in ~hole or in part.
11. INSPECTION IRL 27.11) S
CITY I S employees and agents shall have the rigbt at all reasonable
tiT~s to inspect the PREMISES to determine if the provisions of this
Sublease are being complied ~ith.
12. HOLD HARMLESS iRL 27.121 S
SUBT~ hereby waives all claims, liability and recourse against
CiTY includ~ng the right of contribution for loss or damage of or to
persons or property arising from, growing out of or in any way
connected with or related to this agreement. SUBTENANT hereby agrees
to indem."1ify~ hold harmless a.."ld defend CITY. its officer-s, agents,
1i£'·':"'£!iTA>-~.tl'1....-.pACCC
23
-"-::~'~-_~-~·"I"_"''''----~"'
,.
and employees against any ~d all clai~~, liability~ demands,
damages.. cost, expenses or attorneys' fees a:r-isir..g out of the
operation or maintenance of che property described herein or
StJBTENANI"S performance or non perfcrtrLance of the ter!I'.5 of this
SUblease. In the event CITY is named as co-defendantr SOBTEN1&Nr
shall ~ify CITY of such (act and shall represent CITY in such legal
action unless CITY undertakes to represent itself as o~-defendant in
s"u.ch legal action~ in which event SUBTENlLI>.,TT shall pay to CITY its
litigation costs. expenses and attorneys' fees.
13. TA.X£S AND ASSESSMENTS (~L 21.13) 5
This Sublease Jr,ay create a PQssessory interest wnich is s;.J.bject to
the payment of taxes levied 00 such interest. It is understood and
agreed that all taxes and assessments {including but not limited to
the possessory interest tax) which become due and payable upon the
PF~rSES or upon fixtures; e~Jipment~ or other property installed or
~onstructed thereon, shall be the full respoDsibility of SUBT~7
and SUBTENANT shall pay the taxes and assessments prior to
del inqueD<"Y_
14. S'.)CCESSORS IN INTEFLST IRL 27.14} S
Unless otherwise provided in this Sublease, the terms. covenan,ts, and
conditions GQntained herein shall apply to and bind the n.eirs ..
successors~ executors~ administrators; ar~ assigns of all tbe parties
bereto~ all of -whom. sball be j-?intly and sever,ally liable hereunder~
15. CIRCUMSTAl.,CES W1HCH EXCUSE PERFORMANCE iFORCE lQ.JEUREI (RL
21.15) S
If either party hereto shall 1:;.e delayed or prevented from the
performance of any act required hereunder by reason of acts of God,
restrictive governmental la~s or regulat ior.s, or other cause ~itt~ut
fault and beyond the control of tbe party obligated (financial
inability excepted). performance of such act shall be excused for the
period of the delay and the period for tbe performance of any su~h
act shall be extended for a period equivalent to the period of sucb
delay.
16. PARTIAL r~YALID!TY iRL 27.161 S
If any te.~. covenant~ condition, or provision of this Sublease is
determined to be in,,~al id l void, or ur.enforceable, by a court cf
competect jurisdiction~ the remainder of the provisions hereof shall
remain in full force a.nd effect and shall in no way be affected,
imp~ired~ or invalidated thereby~
17. WAIVER OF RIGHTS (RL 27.17) S
The failure of CITY or SUBTENANT to insist upon strict performance of
any of the terms, covenants. or conditions of this SUblease shall not
be deeli,ed a waiver of "any right or remedy that CITY O:i:" St.TETENANT may
have, and shall not ~ deemed a waiver of the right to require strict
per!onnacce of all tbe terms~ covenants, and c.onditions of the
Sublease thereafter~ nor a waiv~c of ~~y remedy for the subsequent
breach or default of any term, covenant~ or condition of the
S'llblease.
18. COSTS OF SUSTAINING AN ACTION FOR BREACH OR DEFAULT (RL 27.18) S
In the event either CITY or SUBTENANT cowmences legal action against
the other claiming a breach or default of this Sublease" the
prevailing party in such litigation s~all be entitled to re~over from
the otr .. er -cost of sustaining-sucn action. including reasonable
-attorney fees. as may be fixed by the Court.
1~. RESER'~TIONS TO CITY (RL 27.19) S
The PREMISES are ac~epted -as is· and ·~here is· by SUBT~~~ subject
to any and all exieting easements, and encu~brances. CITY reserves
tne rigl .. t I.o install ~ lay, construct. maintain~ repair ~ and operate
such sanitary .se~·ers. drains, storm water sewers, pipelines;
manboles l and connections; water. oil~ and gas pipelines; telephone
and t.elegraph po.....er lines; and the applicat:ions and appur-tenan-ees
necessary or conve~ient for connection tbere~ith~ in. vver~ upon~
through .. across and along the P-REMISeS or any part thereof. a~...d to
enter the PREMISES for any and all such purposes. CITY also reserves
tbe right t.e grant franchi5es~ easements~ righ·ts of '\rlay~ and permits,
in~ over~ upon~ through~ across~ and along any and all portions of
the PREMISES', No right reserved by CITY in this clause shall be so
exercised as to interfere u.nreasonably ,..ith SUB?ENA..VT·S oper3.t.ion
he reunde r .
25
.:-'~:--:-.~. ,: ~"""-.'~'~'---""''''.''---~
-'<~;.' , .~-
.,
,-
CITY agrees that rights granted to third parties by reason of this
claus2 shall ~ontain p~ovisions that the surface of the land shall be
restored as nearly as practicable to the original condition upon the
eompletion of any con6tru~ticn.
20. HOLDING OVER (RL 27.20) S
In the event SVBT~~ shall continue in possession of the PREMISES
after the term of the StJblease r such possession sha.ll not. be
considered a ren:e ... al of this Sublease but a ter:.aucy from month to
month al".td shall be governed by the conditions. a.nd covenants
contained in this Sublease.
21. CONDITION OF PREMISES UpON TERMr~TION IRL 27.211 S
Upon termination of this S\i.blease .. exr:ep-t ~s othentise agreed to
herein~ SUSTENANT sball redeliver possession of the PREMISES to CITY
in substantially the same condition that existed immediately prier to
SUBTENANT'S occupancy~ reasonable ~ear and tear. flood i earthquake.
~ar~ and any act of war excepted~
2:<. DISpOSITION OF ABM'DONED PERSONAL PROPERTY IRL 27.22) S
If SUB~l abandons the PREMISES 'Or is dispossessed thereof by
process of lay or otherwise. title to any personal property belonging
to SUSTENANT and_left on the PREMISES forty-five (45) days after such
abandonment or dispossession shall be deemed to have been transferred
to CITY. CIty shall have the right to remove and to dispose of such
property ~itbout liability therefor to Su~TENANT or to any person
~laiming under SUBTENANT~ and shall have no need to acc~~t therefor.
2). ClJITCLAIM. OF SUB'I'ENAN'J'! S INTa.~S'T lr"""PON T~INATION (llo 21.23} S
Upon terminacion of this SUblease fo~ any reason, in~luding but n~
limited to termlnation because of default by Su~TENAb7. SUBTEN~~
shall~ at CITY'S request execute r acknowledge and deliver to CITY
ia"'it.hin five (51 days after receipt of written demand thereof~ a good
and sufficient deed whereby all rights. title,. and interest of
SUBTENA.N'I' in the PREMISES. is quitclaimed to CITY. Should SU"BTENAN'l'
fail or refuse to deliver the required deed to CITY .. CITY may prepare
and record a notice reciting the failure of SUBTENAN'I' to execute i
26
," .: .
. '
ack.~wledge and deliver such deed and the notic~ shall be ccnclusive
~vid~nce of the termination of thjs Sublease, and of all right ef
St~T~~~ or these claiming under SUBTENANT in and to the PREMISES.
24. CITY'S RIGHT TO RE-ENTER (RL 27.24l 5
SUBTENA...l'IT agrees to yield and peaceably deliver possessien of the
PREMISes to CITY en the date of termination of this Sublease~
whatsoever the reason fer such termination.
upon givin9 vritten notice ef termination to S~~TENANT. CITY shall
have the right to re-enter and take possession of the prEMISES on the
date such termination becomes ~ffective without further notice of any
kind and without institution of regular legal proceedings.
Termination of the SUblease and re-entry of the PREMISES by CITY
shall in no way alter or diminish any obligation of SUBTENANT under
the Sublease terms and shall constitute an acceptance or surrender.
SUBTENANT waives any and all right5 of redemptien under any existing
or future law or statute in the event· of eviction from or
dispossession of the PREMISES for any reason or in the event CITY re
en,ters and lawfully re-takes possession of the PREMISES.
25. CONFLICT OF INTEREST (RL 27.25) S
SUBTENANT warrants and covenants that no official or employee of CITY
nor any business entity in which any official or employee of CITY is
interested. ·fl) has been employed cr retained to solicit or aid in
the procuring of this agreement; or (2) vill be employed in the
perfcrman~e ~f this agreement ~ithout the divulgence of such fact to
CITY4 In the event that CITY determines that the employment of any
s~ch official, employee or business entity is not compatible with
such official's or employeefs duties as an official or employee of
CITY~ SUBTENANT upon request of CITY shall i~~ediately termi~ate such
e~loyment. Violation ef this provision constitutes a serious breach
of this Sublease and CITY may tenr.inate this S-.;.blease as a result of
such violc-.tion.
26. EMINENT DOMAIN (RL 27.26) S
In th~ event the whol€ 0% any part of the PREMISES are condemned by
a public entity in the lawful exercise of it.s powE.r ef eminent
I •
,--•• A_ , '. ,
doctain, this suhlease shall cease as to the part condenmed. The date
of su-ch termination. ~hal1 be the effective date of possession of the
~hole or p~rt of the PREMISES by the condemning public entity.
If only a part is condemned and the condemnation of that part does
not substantially impair the capacity c·f the Iemainder to be used for
the purposes required by t.his SUblease. SUB-rENA."'""'T shall continue to
be bound by the terms~ covenants 'and conditions of this Sublease.
Bowev~r~ the then current minimum annual rent shall be reduced in
proportion to tbe relationship that the compensation paid by the
condemning public entity for the portion condemned bears to the value
of tbe entire PREMISES as of the date of possession of the part
~oodemned. If th~ conde~~ation of a part of the P~¥.ISES
substantially impairs the capacity of the remainder to be used for
the purposes required by this Sublease. SUBTENANT may~
A. Terminate this Sublease and thereby be absolved of obligations
under this Sublease which have not accrued as of the date of
possession by the cODdemning public entity; or
B. Con,tin,ue to occupy the remaining PREMISES and thereby continue
to be bound by the terms., cove.nants and conditions of this
Sublease. If SUB~7 elects to continue in possession of the
remainder of the PREMISES. the then current ann,ual ml.nl.mum
rental shall be reduced in proportion to the relationship that
the compensation paid by the condemr,ing ~ublic entlty for the
part condemned bears to the va1.ue of the €nt-ire SubleaseD
PREMISES as of the date of possession by the condemning put.lie
entity.
SOBTEN.A.N1' shall provide CITY ... ith ..aitten notice advising CITY of
SUBTENANT' 5 choice within thirty (3 D) days of possession of the part
coOOem!''ll:-d by the condemning public entity.
Cln~ shall be entitled to a.'1d shall receive all compensation related
to the condemnation of all or part of the PREMISES by the exercise of
eminent domain e.xcept that ~TENAN'T shall 00 ent.itled t.o that
portion ot the compensation -", .. hich represents the value of the
SUBTENAN1' constructed improvements fClr the remainder of th.e SUblease
t:erm~ The amount to which SOBTENANT shall be entitled shall not
exce'2'd the actual cost of improvements constructed by SUBTENANT
redu~ed in proportion to the relationship of the remaining Sublease
28
-.
term to the origir~al SUblease term, l,;sing a straig-ht line approach.
27_ pOST-ACQUISITION TENANCY (RL 21.28) 5
SUETENANT hereby ac~ledges that its occupancy of the P~ISES is
subsequent-to acquisition of the PREMISES by CITY. SUBT~~ further
underst&nds and agrees that as a post-acquisition tenant p SUB7ENANT
is not eligible and furthermore waives all claims for relocation
assistance and benefits u~der federal. state or local lavA
.2 8 • HAZ.J....RrXXJS SUBSTANCES (RL 27. 2 9) S
pefinitipn. As used herei'D.~ the term "Hazardous Materials·
means any substance or material which bas been determined by any
state.. federal or local governmental authority to be ca.pable of
posing risk of injury to health~ safety, and property, including
petroleum and petroleu;u pr-od.u.ct6 and all of those materials and
subst.ances designated a6 hazardol.,.i6 cor toxic by the U. S.
Environmental Protection Agency. tbe California Water ~~ality
Cc..ntrol Board, the U. S. Departmer.t of Labor.-the California
Department of Industrial .Relation6~ the California Departrr,ent of
Health Services. t'tl..e Cal ifornia Health and Welfare Agency in
connection with the Safe Water and Toxic Enforcement Act of
19a6~ the u.s. Department of Transportation; the U.s~ Department
of Agriculture .. the U.S. Consumer Product Safety Cornmission.; the
U.S. ~partment of Bealth and Hum~~ Services, the U.s. Food and
Drug Administration or any othe:!" governmental agency no"" or
hereafter authorized to regulate materials and substances in the
enviror~ent. Without limiting tne generality of the foregoing.
tbe term. ·:aazardous Materials" sbal1 inclLlde all of those
materials and substances defined as -toxic materials~ in
Sections 66690 thzough 66685 of Title 22 of the California Code
c-f Reg'.J.latiolls; DiVision 4. Cbapter 20~ as the same may be
amended from time to time.
iL SL'1!ITNl!.NT'S Use of P;REMISES. During the term of this SUblease,
SUBTENANI' shall abide and be bound by all of the following
requireme.nts:-
i~ SDBr~VT shall comply with all la~s no~ or hereafter in
effect relating to the use of Haz.aroous Materials on .. under
or about the PREMISES, and Su~TENANT shall not contaminate
29
·the PREMISSS. 01.· its suhsurfeces, with any Hazardous
Materials~
ii. S'iJB'l'ENAN'l' shall restrict its use of Haz.aroous )itaterials at
the PREMISES to those kinds of materials that are nOrlr,ally
used in construccing the project. Disposal of any
Hazardou6 Ma~erials at the Premises are strictly
prohibited. Sto~age of su~h ~rmi55ible Ha2aYdous
Materials is aLlowed only in accordance with all applicable
laws now or hereafter in effect. ~l safety and monitoring
featu.res of a.."ly storage--facilities shall be approved by
CITY'S Fire Chief in accoI-dance vith all la ..... s.
i.ii. StrBTi"...NANT shall be solely and. fully respc.nsible for the
reporting of aIr Razarooi.ls Materials releases to the
appropriate pUblic agencies. ~hen sueD releases are caused
by or result from SUBTENA.."JT'S acti·.,.ities on the PP£MISES.
SUBTENANT 6hall immediately i~form CITY of any release of
.Hazardous Materials. ,..ho!ther or not the release is in
quantities that would otherwise be reportable to a public
agency~
iv~ SUBTENANT shall be solely and fully responsible and liable
for such releases at the Fremises. or into CITY'~ sewage or
storm drainage systems. SUBTENANT sball take all necessary
precautions to prevent any of its Razardous Materials frOn,
entering into any st.orm or sewage drain system or from
beiog released on thE: Premises. SUBTENANT shall remove
r,eleases of :its Hazardous Materia.ls in accorda..'1ce with all
laws~ In addition to all ocher rights a~d remedies of CITY
ner-eunder 6 if the -re.lease of Hazardous Mat-erials caused by
SUBT~'~ is not removed by SUBTENANT within ninety (gO)
days after discovery by SUBTENANT. CITY or-any other tbird
party. CITY may pay to have the same removed and SUBT~~
snaIl reimburse CITY for sucb costs within five (5J days of
CITY'S demand for pa~nt.
v. SUBTENANT shall protect. defend. indemnify and hold
harmless CITY from and against all loss~ damage, or
liability (illCluding all foreseeable and unforeseeable
consequential damages) and expenses (incli.lding. vithout
30
limitation .. tb.-e cost of any cleanup and remediation of
Hazardous Materials) which CITY may sustain as a result of
the pres~nce or cleanup of Hazardous Materials on the
PREKISES.
vi. SUBT~VT'S obligation under this Clause shall survive the
expiration or earlier termination of this Sublease.
29.. ALL COVENANTS ARE CONDITIONS (RL 27.30) S
All provisions of the SUblease are expressly made con~itions.
30. PARTIES OF INTEREST (RL 21.311 S
Nothing in this agreement~ expressed or implied~ is intended to~ or
person or party
condi t ion or
promises and
and exclusive
shall-be construed to, confer upon or to give to any
-other than CITY and SU3TE.NAl.."T the covenants,
stipulations hereof.. All covenc.nts, 5tipulations~
agreements in this Sublease shall be for the sole
benefit of CITY and SUBTENM"I'.
31. RECOP~ATION OF SUblease IRL 27.321 S
Neither CITY nor SUBTENANT shall record ~his Sublease; however, a
sbort-f~~~ memorandum of Sublease may be recorded at CITY'S request.
Jl£1\L£S~ J,r'I . .zpAr"cr
31