9. LIENS AND ENCUMBRANCES
9.1. Liens.
Tenant will keep the Premises and the rest of the Property free from any liens arising out of any work performed, material furnished, or obligations incurred by or for Tenant. If, within five (5) days after the imposition of any lien, Tenant does not cause the lien to be released of record by payment or posting a bond, then, in addition to all other remedies, City may, but is not obligated to, cause the lien to be released in any way it deems proper, including payment of the claim giving rise to the lien. All sums paid by City and all expenses incurred by it in connection with releasing the lien (including reasonable attorneys’ fees) will be payable by Tenant to City on demand. City may post on the Premises any notices that City may deem proper for the protection of City, the Premises, and the Building from mechanics’ and material supplier’s liens. Tenant will indemnify, defend, and hold City and its Agents harmless from and against any claims for mechanic’s, material supplier’s, or other liens in connection with any Alterations, repairs, or construction on the Premises, or materials furnished or obligations incurred by or for Tenant.
9.2. Encumbrances.
Tenant may not create, permit, or suffer any liens or encumbrances affecting any portion of the Premises, the Property, or City’s interest in the Property or under this Lease.
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16 10. UTILITIES AND SERVICES
10.1. Utilities and Services.
City will provide the basic Building utilities and services , des cribed in the attached Exhibit D (“Standard Utilities and Services ”), to the Premises, subject to the terms and conditions stated in Exhibit D. Subject to this Section 10 and at no cost to City, Tenant will be responsible for furnishing any utilities or services that Tenant may need for its use of the Premises other than or in excess of the Standard Utilities and Services.
10.2. Security.
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t no cost to City, Tenant will be responsible for furnishing its own security for its use of the Premises. Tenant shall also follow all rules and regulations for securing the Building and the Property.
10.3. Water and Energy Conservation; Mandatory or Voluntary Restrictions.
If any Legal Requirements impose mandatory or voluntary controls on City or any part of the Property relating to the use or conservation of energy, water, gas, light, or electricity or the reduction of automobile or other emissions, or the provision of any other utility or service provided with respect to this Lease, or if City is required or elects to make alterations to any part of the Building to comply with mandatory or voluntary controls or guidelines, then that compliance and making of any related alterations will not entitle Tenant to any damages, relieve Tenant of the obligation to pay the full Rent or to perform each of its other covenants under the Leas e, or constitute or be construed as a constructive or other eviction of Tenant. At any time, City may install a water meter in the Premises or to otherwise measure the amount of water consumed on the Premises, and Tenant will pay for the cost of the meter or other means of measurement and its installation and maintenance.
10.4. Excess Use.
If Tenant requires any utilities or services to be provided by City in excess of the Standard Utilities and Services for the Premises, Tenant will first procure City’s written consent, which City may give, condition, or withhold in its sole discretion. If City consents, then Tenant will pay to City, as Additional Charges, the cost of the excess usage. City’s failure to bill Tenant for excess utilities or services will not impair City’s right to bill Tenant for the costs at a later date. Without limiting the foregoing, Tenant will not: (a) connect or use any apparatus, device, or equipment that will require an additional dedicated circuit or tha t will impair the proper functioning or capacity of the Building Systems; or (b) connect any apparatus, device, or equipment through electrical outlets except in the manner the outlets are designed and without the use of any device intended to increase the plug capacity of any electrical outlet (such as power strips); or (c) maintain at any time an electrical demand load over any amount specified in the Rules and Regulations. If, at any time, City has reason to believe that Tenant may be using any utility or service in excess of the amount allowed to the Premises under the Standard Building Utilities or Services, City may install a separate meter in the Premises or to take other appropriate steps to measure the amount of utility or service used in the Premises, and Tenant will pay for the cost of the meter or other means of measurements, and its installation and maintenance.
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17 10.5. Floor Load.
Tenant will not place or install in the Premises any equi pment that weighs more than the normal load-bearing capacity of the walls and floors of the Building without City’s prior written consent, which City may give, condition, or refuse in its sole discretion. If City consents to the placement or installation of any overweight equipment in the Premises, Tenant will reinforce the walls or floor of the Premises, at no cost to City, under plans and specifications approved by City and otherwise in compliance with Section 7 [Alterations] above, to the extent necessary to assure that no damage to the Premises or the Building or weakening of any structural supports will occur because of Tenant’s overweight equipment.
10.6. Interruption of Services.
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ity’s obligation to provide utilities and services for the Premises are subject to the Rules and Regulations of the Building, applicable Legal Requirements (including the rules or actions of the public utility company furnishing the utility or service), and shutdow ns for maintenance and repairs, for security purposes, or because of strikes, lockouts, labor disputes, fire or other casualty, acts of God, or other causes beyond City’s control. In the event of an interruption in, or failure or inability to provide any service or utility for the Premises for any reason, then the interruption, failure, or inability will not constitute an eviction of Tenant, constructive or otherwise, or impose on City any liability whatsoever, including liability for consequential damages or loss of business by Tenant; but if the interruption, failure, or inability impairs Tenant’s ability to carry on its business in the Premises for five (5) or more consecutive business days, then Tenant will have the right, as Tenant’s sole remedy, to abate the Rent in an amount calculated by City based on the extent the interruption, failure, or inability impairs Tenant’s ability to carry on its business in the Premises. Tenant hereby waives the provisions of California Civil Code Section 1932(1) or any other applicable Legal Requirements permitting the termination of this Lease due to the interruption, failure, or inability.
11. COMPLIANCE WITH LEGAL REQUIREMENTS AND RISK MANAGEMENT
REQUIREMENTS
11.1. Compliance with Legal Requirements.
At no cost to City, Tenant will promptly comply with all present or future federal, state, local, and administrative laws, ordinance, resolution, regulation, requirement, proclamation, order, or decree of any municipal, county, state, or federal government or other governmental or regulatory authority, board of fire underwriters, or any directive or occupancy certificate issued under any law by any public officer or officers acting in their regulatory capacity (now or later in effect, collectively “Legal Requirements”) relating to the Premises or the Property or the use or occupancy of the Premises and with any and all recorded covenants, conditions, and restrictions affecting all or any portion of the Property, whether in effect at the time of the execution of this Lease or adopted or recorded at any time later and whether or not they were considered by the Parties in negotiating this Lease. It is Tenant’s obligation, at no cost to City, to cause the Premises and Tenant’s uses thereof to be conducted in compliance with the Americans With Disabilities Act, 42 U.S.C. Section 12101 et seq. and any other applicable disability access Legal Requirements. Tenant will not be required to make any structural Alterations in order to comply with disability access Legal Requirements unless the Alterations are required, in whole or in part, directly or indirectly, by any Alterations, Tenant’s use of the Premises, or any act or omission of DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
18 Tenant, its Agents, or Invitees. Any Alteration made by or on behalf of Tenant under the provisions of this Section will comply with the provisions of Section 8.2 [Tenant’s Repairs] above.
Tenant’s obligation to comply with all Legal Requirements is a material part of the bargained-for consideration under this Lease. Tenant’s obligation under this Section includes its responsibility to make substantial or structural repairs and Alterations to the Premises (including any of Tenant’s Alterations), regardless of, among other factors, the relationship of the cost of curative action to the Rent under this Lease, the length of the then remaining Term, the relative benefit of the repairs to Tenant or City, the degree to which the curative action may interfere with Tenant’s use or enjoyment of the Premises, the likelihood that the Parties contemplated the particular Legal Requirements involved, and whether the Legal Requirements involved are related to Tenant’s particular use of the Premises.
11.2. Regulatory Approvals.
(a
) Responsible Party . Tenant’s use of the Premises and construction of Alterations, if any, permitted hereunder may require authorizations, approvals, or permits from governmental regulatory agencies with jurisdiction over the Premises, including City agencies.
Tenant is solely responsible for obtaining all regulatory approvals. Tenant may not seek any regulatory approval without first obtaining City’s written consent. Tenant will bear all costs associated with applying for and obtaining any regulatory approval and is solely responsible for satisfying any and all conditions imposed by regulatory agencies as part of a regulatory approval; provided, however, any condition that could affect use or occupancy of the Property or City’s interest in the Property will first be approved by City at its sole discretion. Tenant will immediately pay and discharge any fines or penalties levied as a result of Tenant’s failure to comply with the terms and conditions of any regulatory approval, and City will have no liability, monetary or otherwise, for any fines or penalties. Tenant will Indemnify City and the other Indemnified Parties (defined in Section 18.2 [Tenant’s Indemnity] below) against all Claims (defined in Section 18.2 [Tenant’s Indemnity] below) arising in connection with Tenant’s failure to obtain or failure by Tenant, its Agents, or its Invitees to comply with the terms and conditions of any regulatory approval.
(b) City Acting as Owner of Real Property .
City is entering into this Lease
in its capacity as a property owner with a proprietary interest in the Premises and not as a regulatory agency with police powers. Nothing in this Lease will limit in any way Tenant’s obligation to obtain any required approvals from City officials, departments, boards, agencies, commissions, or other body having jurisdiction over the Premises. By entering into this Lease, City is not modifying or limiting Tenant’s obligation to cause the Premises to be used and occupied in accordance with all applicable Legal Requirements.
11.3. Compliance with City’s Risk Management Requirements.
Tenant will not do anything, or permit anything to be done, in or about the Premises that would be prohibited by or increase rates under a standard form fire insurance policy or subject City to potential premises liability. At no cost to City, T enant will faithfully observe any and all requirements of City’s Risk Manager with respect to Tenant’s use and occupancy of the Premises.
12. SUBORDINATION
This Lease is and will be subordinate to any reciprocal easement agreement, ground lease, facilities lease, or other underlying lease and the lien of any mortgage or deed of trust and all DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
19 renewals, modifications, consolidations, replacements, and extensions of any of the foregoing, that may now exist or later be executed by City affecting the Property or City’s interest in the Property, without the necessity of executing any instrument to effectuate the subordination. Notwithstanding the foregoing, City or the holder will, in its respective discretion, may elect not to subordinate those interests to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant will attorn to City’s successor -in-interest, if desired by the successor -in-interest.
The provisions of this Section are self -operative and no further instrument will be required. On City’s demand, however, Tenant will execute and deliver any additional documents in the form requested by City evidencing the priority or subordination of this Lease, as the case may be.
13. INABILITY TO PERFORM
No actual or constructive eviction, in whole or in part, will entitle Tenant to any abatement or reduction of Rent or relieve Tenant from any of its obligations under this Lease. If City is unable to perform or is delayed in performing any of City’s obligations under this Lease by reason of acts of God, nature, accidents, epidemics and related governmental orders and requirements, breakage, repairs, strikes, lockouts, other labor disputes, protests, riots, demonstrations, inability to obtain utilities or materials, or by any other reason beyond City’s reasonable control, then that inability or delay will not constitute an eviction under this Lease, or impose any liability on City or its Agents because of the inconvenience, annoyance, interruption, injury, or loss to or interference with Tenant’s bu siness or use and occupancy or quiet enjoyment of the Premises or any other loss or damage due to City’s inability or delay. Tenant waives and releases any right to terminate this Lease under Section 1932, subdivision 1 of the California Civil Code or any similar Legal Requirements.
14. DAMAGE AND DESTRUCTION
If any portion of the Building are damaged by casualty but the Premises remain tenantable fo
r the Permitted Use, then the damage will be repaired in accordance with Section 8 [Repairs and Maintenance] above. If the Premises or any portion of it or the Building are completely destroyed by any cause, or are so damaged that the Premises are untenantable, then, within forty- five (45) days after the date the destruction or damage, City will give Tenant written notice whether or not City will repair the Premises or Building so that the Premises are in a tenantable condition for Tenant’s Permitted Use (the “Repairs”) within one hundred eighty (180) days after the date of the destruction or damage. If City’s notice states that the Repairs will not be made within one hundred eighty (180) days after the date of the damage or destruction, then either City or Tenant may terminate this Lease by written notice given to the other within thirty (30) days after receipt of City’s Repair notice. If neither Party terminates this Lease, then, with due diligence, City will repair the Premises for the Permitted Use, and City will proportionally reduce the Base Rent (based upon the extent that the damage and the Repairs materially interferes with Tenant’s Permitted Use of the Premises) that would be payable between the date of the damage and the date the repairs are substantially completed.
In addition to the foregoing, if more than twenty -fi
ve percent (25%) of the replacement
value of the Building is destroyed, then City may terminate this Lease by written notice to Tenant given within ninety (90) days after the damage or destruction, which termination will be effective as of the date of the notice.
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20 Notwithstanding anything to the contrary in this Lease, if the Building or the Premises are damaged or destroyed in the last twelve (12) months of the Term, then either Party may terminate this Lease upon written notice to the other Party given within thirty (30) days after the damage or destruction occurs.
City and Tenant intend that in the event of any damage or destruction to the Premises or the
Building that this Section 14 will govern the rights and obligation of the Parties; accordingly, Tenant waives the provisions of Subdivision 2 of Section 1932 of the California Civil Code and the provisions of Subdivision 4 of Section 1933 of the California Civil Code, and all similar Legal Requirements.
15. EMINENT DOMAIN
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f the Premises or any portion of it is taken under the power of eminent domain or sold under threat of exercise of eminent domain (collectively, “ Condemnation”) this Lease will terminate as to the part taken as of the date the condemning authority takes title or possession, whichever occurs first. Each Party will promptly notify the other of any pending or threatened Condemnation. If more than ten percent (10%) of the Premises or convenient access to the Premises is taken by Condemnation, then either Party may, at its option, terminate this Lease by giving written notice to the other Party within ten (10) days after receiving any resolution of necessity (or notice of any similar action by the condemning authority) (“Condemnation Notice”) regarding a pending or threatened Condemnation. If all or any portion of the Building is taken by Condemnation, then, at its option, City may terminate this Lease by giving written notice to Tenant within thirty (30) days after receiving Condemnation Notice. Any termination will be effective the earlier of thirty (30) days after the termination notice and the date the condemning authority takes title or possession, whichever occurs first. If neither Party terminates this Lease, then this Lease will remain in full force and effect as to the portion of the Premises remaining, and City will proportionally reduce Base Rent. Condemnation awards will be City’s property, whether the award is made as compensation for the reduction in value of the leasehold, the value of the part taken, or for severance damages, but Tenant may petition for a separate award for Tenant’s relocation expenses or Tenant’s Personal Property. All Alterations or improvements made to the Premises will be considered City’s property for the purposes of any Condemnation and City will be entitled to the Condemnation award. If this Lease is not terminated under this paragraph, then City will repair any damage to the Premises caused by the Condemnation.
City and Tenant intend that the provisions of this Section 15 gover n fully in the event of a
Condemnation and accordingly, the Parties each waive any right to terminate this Lease in whole or in part under Sections 1265.110, 1265.120, 1265.130 and 1265.140 of the California Code of Civil Procedure or under any similar Legal Requirements.
16. ASSIGNMENT AND SUBLETTING
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s material consideration to City for entering into this Lease, Tenant shall comply with the following restrictions on Assignment and Subleasing.
16.1. Restriction on Assignment and Subletting.
Tenant may not directly or indirectly (including by merger, acquisition, or other transfer of any controlling interest in Tenant), voluntarily or by operation of law, sell, assign, encumber, DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
21 pledge, or otherwise transfer any part of its interest in or rights with respect to the Premises, the Common Areas or its leasehold estate hereunder (collectively, an “ Assignment”), or permit or license any portion of the Premises to be used or occupied by anyone other than itself, or sublet any portion of the Premises (collectively, “Sublease”), without City’s prior written consent, which, at its sole discretion, City may grant, condition, or withhold, in each instance, as provided below.
16.2. Notice of Proposed Transfer.
If Tenant desires to enter into an Assignment or a Sublease, it will give advance written notice (a “Notice of Proposed Transfer”) to City of its intention to do so. The Notice of Proposed Transfer will identify the proposed transferee and state the terms and conditions of the proposed Assignment or Sublease. Tenant will deliver to City with its request for City’s consent, the proposed Assignment or Sublease and current financial statements of the proposed Transferee, prepared by the proposed Transferee’s accountant, and promptly on City’s request, any additional documents or information reasonably related to the proposed transaction or Transferee.
16.3. City’s Response.
Within twenty (20) business days after City’s receipt of the Notice of Proposed Transfer and the proposed Transferee’s current financial statements (the “Response Period”), by written notice to Tenant (“City’s Response”), at its sole discretion City may elect to: (a) terminate this Lease, effective as of sixty (60) days after City’s receipt of the Notice of Proposed Transfer and Tenant and City will be relieved of all their rights and obligations under this Lease, unless those rights and obligations expressly survive the Expiration Date or other termination of this Lease; or (b) deny, grant, condition, or withhold its consent as provided in City’s Response.
If City declines to exercise its option under subsection (a) abo ve to terminate the
Lease and grants its consent to the proposed Assignment or Sublease, then Tenant will have ninety (90) days following the Response Period to enter into the Assignment or Sublease, subject to City’s prior written approval of the proposed assignee or subtenant (in either case, a “Transferee ”), the conditions of City’s Response
, and the terms and conditions of the proposed Sublease or Assignment. Seventy-five percent (75%) of any rent or other consideration realized by Tenant under any Assignment or Sublease in excess of the Base Rent and Additional Charges will be paid to City, after Tenant has recovered any reasonable brokers’ commissions and the reasonable cost of any leasehold improvements that Tenant has incurred in connection with the Sublease or Assignment. Tenant will provide City with any information regarding the proposed Transferee and the Assignment or Sublease as City may reasonably request. If Tenant does not enter into the Assignment or Sublease within ninety (90) days after the Response Period, then Tenant will submit a new Notice of Proposed Transfer for any subsequent Assignment or Sublease.
If, after City declines to exercise its option to terminate the Lease under subse
ction (a) above, Tenant desires to enter into an Assignment or a Sublease on terms and conditions materially more favorable to Tenant than those contained in the Notice of Proposed Transfer, then Tenant will give City a new Notice of Proposed Transfer, which notice will state the terms and conditions of the Assignment or Sublease and identify the proposed Transferee, and City will again be entitled to elect one of the options provided in subsection (a) at any time within twenty (20) business days after City’s receipt of the new Notice of Proposed Transfer.
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22 If City elects to terminate, City may enter into a lease agreement for the Premises with any party, including the proposed Transferee identified in Tenant’s notice.
Notwithstanding the foregoing, if any Event of Default by Tenant has occurred and is continuing at the time of Tenant’s Notice of Proposed Transfer (or if any event occurs that, with the giving of notice or the passage of time or both, would constitute an Event of Default), then City may elect by notice to Tenant to refuse to consent to Tenant’s proposed Transfer and pursue any of its right or remedies or at law or in equity.
16.4. Intentionally Omitted.
16.5. Effect of Sublease or Assignment.
No Sublease or Assignment by Tenant or any consent by City will relieve Tenant, or any guarantor, of any obligation to be performed by Tenant under this Lease. Any Sublease or Assignment not in compliance with this Section will be void and, at City’s option, will constitute a material default by Tenant under this Lease. City’s acceptance of any Base Rent or other payments from a proposed Transferee will not constitute City’s consent to any Sublease or Assignment or a recognition of any Transferee, or City’s waiver of any failure of Tenant or other transferor to comply with this Section. If there is an Assignment or Sublease, whether in violation of or in compliance with this Section, and a Transferee or any successor of Tenant defaults in the performance or observance of any of the terms of this Lease or any Sublease or Assignment agreement, City may proceed directly against Tenant without the necessity of exhausting remedies against the Transferee or successor.
16.6. Assumption by Transferee.
Each Transferee will assume all obligations of Tenant under this Lease and will be liable jointly and severally with Tenant for the payment of the Rent, and for the performance of all of Tenant’s obligations under this Lease. No Assignment will be binding on City unless Tenant or Transferee has delivered to City a counterpart of the Assignment and an instrument in recordable form that contains a covenant of assumption by the Transferee satisfactory in form and substance to City. Transferee’s failure or refusal under an Assignment to execute the instrument of assumption, however, will not release the Transferee from its liability under this Lease, as set forth above. Tenant will reimburse City on demand for any reasonable costs that may be incurred by City in connection with any proposed Sublease or Assignment, including the costs of making investigations as to the acceptability of the proposed Transferee and legal costs incurred in connection with the granting of any requested consent.
16.7. Indemnity for Relocation Benefits.
Without limiting Section 16.6 [A
ssumption by Transferee ] above, Tenant will cause any
Transferee to expressly waive entitlement to any and all relocation assistance and benefits in connection with this Lease. Tenant will Indemnify City for any and all Claims (defined in Section 18.2 [ Tenant’s Indemnity] below ) arising out of any relocation assistance or benefits payable to any Transferee. Tenant’s obligation to Indemnify City will survive the expiration or termination of this Lease and any Assignment or Sublease.
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23 17. DEFAULT; REMEDIES
17.1. Events of Default.
Any of the following will constitute an event of default (“ Event of Default”) by Tenant under this Lease:
(a) a failure to pay Base Rent or Additional Charges when due that continues for three (3) days after the date of City’s written notice, but City will not be required to provide notice more than twice during any twelve (12) -month period, and any failure by Tenant after Tenant has received two (2) notices in a twelve (12) -month period will constitute an Event of Default by Tenant under this Lease without any further notice from City or opportunity for Tenant to cure except as may be required by Section 1161 of the California Code of Civil Procedure; (b) a failure to comply with any other covenant, condition, representation, or warranty made under this Lease that continues for fifteen (15) days after the date of written notice by City, provided that if the default is not capable of cure within the fifteen (15)-day period, Tenant will have a reasonable period to complete the cure if Tenant promptly undertakes action to cure the default within the fifteen (15) -day period and thereafter diligently prosecutes the same to completion within sixty (60) days after the receipt of City’s notice of default. City will not be required to provide a written notice of default more than twice in any twelve (12) -month period for any material non- monetary defaults and after the second notice in any twelve (12) -month period, any subsequent failure by Tenant during that twelve (12) -month period will constitute an Event of Default;
(c) a failure to continually use and operate any portion of the Premises for the Permitted Use, or use of the Premises that is not a Permitted Use, which failure or use continues for a period of three (3) business days following written notice from City; (d) a failure by Tenant to provide the S
ervices in accordance with the provisions
of Section 27.2(a) [Service to the 94124 Community] and/or the Reporting in accordance with the provisions of Section 27.2(b) [Reporting Obligations] below; (e) construction or insta llation of any Alteration without City’s written approval as required by Section 7 [Alterations] of this Lease; (f) a failure by Tenant to execute and deliver to City the estoppel certificate within the time period and in the manner required by Section 21.1 [Tenant’s Estoppel Certificates] below, and Tenant’s failure to cure the foregoing default within five (5) days following written notice from City;
(g) a Transfer, or attempted Transfer, of this Lease or the Premises by Tenant cont
rary to the provisions of Section 16 [Assignment and Subletting]; (h) a failure by Tenant to provide evidence of insurance coverage complying with the provisions of Section 18 [Insurance] below, failure to maintain any insurance required to be maintained by Tenant under this Lease, or if any such insurance is canceled or terminated or expires or is reduced or materially changed, except as permitted in this Lease, and Tenant fails to DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
24 deliver evidence of such coverage or failure to reinstate such coverage, all within three (3) business days following written notice from City;
(i) a vacation or abandonment of the Premises for a continuous period in excess of five (5) business days; or
(j) an appointment of a receiver to take possession of all or substantially all of Tenant’s assets, or an assignment by Tenant for the benefit of creditors, or any action taken or suffered by Tenant under any insolvency, bankruptcy, reorganization, moratorium, or other debtor relief act or statute, whether now existing or hereafter amended or enacted, if the receiver, assignment, or action is not released, discharged, dismissed, or vacated within sixty (60) days.
17.2. Remedies
On the occurrence of an Event of Default, City will have the following remedies, which are not exclusive but are cumulative and in addition to any other remedies now or later allowed by law or in equity:
City may terminate Tenant’s right to possession of the Premises at any time by written notice to Tenant. Tenant expressly acknowledges that in the absence of a written notice from City, no other act of City, including its re -entry into the Premises, its efforts to relet the Premises, its reletting of the Premises for Tenant’s account, its storage of Tenant’s Personal Property and trade fixtures, its acceptance of keys to the Premises from Tenant, its appointment of a receiver, or its exercise of any other rights and remedies under this Section or otherwise under Legal Requirements, will constitute an acceptance of Tenant’s surrender of the Premises or constitute a termination of this Lease or of Tenant’s right to possession of the Premises.
On a written termination of Tenant’s right to possession of the Premises, this Lease will
terminate and City will be entitled to recover damages from Tenant as provided in California Civil Code Section 1951.2 or any other applicable existing or future Legal Requirement providing for recovery of damages for a breach, including the following:
The reasonable cost of recovering the Premises; plus
The reasonable cost of removing Tenant’s Alterations, trade fixtures, and improvements; plus
All unpaid Rent due or earned under this Lease before the date of termination, less the proceeds of any reletting or any rental received from subtenants before the date of termination, together with interest at the Interest Rate, on those amounts from the date the Rent is due and payable until the date of the award of damages; plus The amount by which the Rent which would be payable by Tenant under this Lease, as reasonably estimated by City, from the date of termination until the date of the award of damages, exceeds the amount of the rental loss that Tenant proves could have been reasonably avoided, together with interest at the Interest Rate on those amounts from the date the Rent is due and payable until the date of the award of damages; plus DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
25 The amount by which the Rent which would be payable by Tenant under this Lease, as reasonably estimated by City, for the remainder of the Term, after the date of the award of damages exceeds the amount the rental loss that Tenant proves could have been reasonably avoided, discounted at the discount rate published by the Federal Reserve bank of San Francisco for member banks at the time of the award plus one percent (1%); plus Other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicab le Legal Requirements, including any other amount necessary to compensate City for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease that, in the ordinary course of things, would be likely to result therefrom.
City has the remedy described in California Civil Code Section 1951.4 (a landlord may continue the lease in effect after the tenant’s breach and abandonment and recover rent as it becomes due, if the tenant has the right to sublet and assign subject only to reasonable limitations), and may continue this Lease in full force and effect and may enforce all of its rights and remedies under this Lease, including the right to recover Rent as it becomes due. After the occurrence of an Event of Default, City may enter the Premises without terminating this Lease and sublet all or any part of the Premises for Tenant’s account to any person, for a term (which may be a period beyond the remaining Term), at rents, and on other terms and conditions that City deems advisable.
If City sublets, rents received by City from the subletting will be applied (i) first, to the payment of the costs of maintaining, preserving, altering, and preparing the Premises for subletting, the other costs of subletting, including brokers’ commissions, attorneys’ fees, and expenses of removal of Tenant’s Personal Property, trade fixtures, and Alterations; (ii) second, to the payment of Rent then due and payable under this Lease; (iii) third, to the payment of future Rent as it becomes due and payable under this Lease; and (iv) fourth, the balance, if any, will be paid to Tenant on (but not before) expiration of the Term. If the rents received by City from any subletting, after application as provided above, are insufficient in any month to pay the Rent due under this Lease for the month, Tenant will pay the deficiency to City on demand. Notwithstanding any subletting for Tenant’s account without termination, at any time thereafter, by written notice to Tenant, City may elect to terminate this Lease by virtue of a previous Event of Default.
During the continuance of an Event of Default, for so long as City does not terminate Tenant’s right to possession of the Premises and subject to Section (Assignm ent and
Subletting) and the rights granted to City under that Section, City may unreasonably withhold its consent to an Assignment or Sublease of Tenant’s interest in the Premises or in this Lease.
During the continuance of an Event of Default, City may ente r the Premises without terminating this Lease and remove all Tenant’s Personal Property, Alterations, and trade fixtures from the Premises and store them at Tenant’s risk and expense. If City removes Tenant’s Personal Property, Alterations, and trade f ixtures from the Premises and stores it at Tenant’s risk and expense, and if Tenant fails to pay the cost of the removal and storage after written demand and/or to pay any Rent then due, then, after the property has been stored for a period of thirty (30) days or more, City may sell it at public or private sale, in the manner and at the times and places as City deems commercially reasonable following reasonable notice to Tenant of the time and place of the sale. The sale proceeds will be applied first to the payment of the expenses for removal and storage of the property, the preparation for and conducting of the sale, and for attorneys’ fees and other legal expenses incurred by City, and the balance will be applied as provided in Section (b) above.
Tenant waives all claims for damages that may be caused by City’s reentering and taking DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
26 possession of the Premises or removing and storing Tenant’s Personal Property under this Section , and Tenant will Indemnify City for all Claims resulting from City’s reentering and taking possession of the Premises or removing and storing Tenant’s Personal Property. No reentry by City will constitute or be construed as a forcible entry by City.
City may require Tenant to remove any and all Alterations from the Premises or, if T
enant fails to do so within ten (10) days after City’s request, City may do so at Tenant’s expense.
City may cure the Event of Default at Tenant’s expense, it being understood t hat City’s cure will not waive or cure the Event of Default. If City pays any sum or incurs any expense in curing the Event of Default, Tenant will reimburse City on demand for the amount of the payment or expense with interest at the Interest Rate from the date the sum is paid or the expense is incurred until City is reimbursed by Tenant.
17.3. Waiver of Redemption
Tenant hereby waives, for itself and all persons claiming by and under Tenant, all rights and privileges that it might have under any present or future Legal Requirement to redeem the Premises or to continue this Lease after being dispossessed or ejected from the Premises.
17.4. City’s Right to Cure Tenant’s Defaults
If Tenant defaults in the performance of any of its obligations under this Lease, then, at City’s sole option, City may remedy the default for Tenant’s account and at Tenant’s expense by providing Tenant with three (3) days’ prior written or oral notice of City’s intention to cure the default (except that no prior notice will be required in the event of an emergency as determined by City). No City action to cure Tenant’s default will be construed as a waiver of Tenant’s default or any of City’s rights or remedies, and nothing in this Section implies any duty on City to do any act that Tenant is obligated to perform. Tenant will pay to City on demand, as Additional Charges, all costs, damages, expenses, or liabilities incurred by City, including re asonable attorneys’ fees, in remedying or attempting to remedy the default. Tenant’s obligations under this Section will survive the expiration or termination of this Lease.
17.5. Special Administrative Charges.
Without limiting City’s other rights and remedies set forth in this Lease, at law, or in equity, if
Tenant (i) constructs or installs any Alteration without City ’s written approval as required by Section 7 [Alterations] of this Lease, (ii) fails to make a repair or perform maintenance required by Section 8 [Repairs and Maintenance] above on a timely basis, or (iii) fails to provide evidence of the required insurance coverage described in Section 19 [Insurance] below on a timely basis, or (iv) fails to maintain continuous operations as required by Section 5.2 [Covenant to Provide Continuous Operations] above then, upon City’ s written notice of such failure or unauthorized action, Tenant shall pay, as Additional Charges, the amount specified in t he table below in consideration of City’s administrative cost and expense in providing notice or performing inspections. If Tenant fails to remove the unauthorized Alteration and restore the Premises, perform the necessary maintenance or repair, or provide the necessary document, as applicable, within the time period set forth in such notice and City delivers to Tenant an additional written notice requesting such document or evidence of such repair, or performs additional inspections to verify compliance, then Tenant shall pay to City, as Additional Charges, the respective amount DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
27 specified in the table below for each additional written notice City delivers to Tenant requesting such corrective action.
Violation Lease
Section
Initial
inspection
and/or notice
Follow up
inspection
and/or notice
Construction of Alterations that are
not approved by City (in addition to
alteration fees in Section 7
[Alterations])
6.1 $700.00 $800.00
Failure to obtain/maintain insurance 18 $600.00 $700.00 Failure to maintain continuous
operation of Permitted Use
5.2 $500.00 $600.00
Failure to fulfill Tenant’s Reporting
Obligations
Exh. H $500.00 $600.00
Such administrative fees shall be due and payable as Additional Charges. The Parties agree that the charges set forth in this Section represent a fair and reasonable estimate of the administrative cost and expense that City will incur in connection with providing notices or performing inspections as set forth above and that City’s right to impose the foregoing charg es shall be in addition to and not in lieu of any and all other rights under this Lease, at law or in equity. The administrative charges set forth in this Section 17.5 shall be increased on each Adjustment Date by three percent (3%).
18. WAIVER OF CLAIMS; INDEMNIFICATION
18.1. Limitation on City’s Liability; Waiver of Claims.
City will not be responsible for or liable to Tenant, and as a material part of the consideration to be rendered to City, Tenant hereby assumes the risk of, and waives and releases City and its Agents from all Claims for any injury, loss, or damage to any person or property in or about the Premises by or from any cause whatsoever including: (a) any act or omission of persons occupying adjoining premises or any part of the Building adjacent to or connected with the Premises; (b) theft; (c) explosion, fire, steam, oil, electricity, water, gas, rain, pollution, or contamination; (d) stopped, leaking, or defective Building Systems; (e) Building defects; (f) damages to goods, wares, goodwill, merchandise, equipment, personal property or business opportunities, and (g) any other acts, omissions, or causes. Nothing in this Section will relieve City from liability caused solely and directly by the active gross negligence or willful misconduct of City or its Agents, but City will not be liable under any circumstances for any consequential, incidental, or punitive damages.
Tenant understands and expressly accepts and assumes the risk that any facts concerning the Claims released in this Lease might be found later to be other than or different from the facts now believed to be true, and agrees that the releases in this Lease shall remain effective. Therefore, DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
28 with respect to the Claims released in this Lease, Tenant waives any rights or benefits provided by Section 1542 of the Civil Code, which reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR
OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM
OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Tenant specifically acknowledges and confirms the validity of the release made above and the fact that Tenant was represented by counsel who explained the consequences of the release at the time this Lease was made, or that Tenant had the opportunity to consult with counsel, but declined to do so.
18.2. Tenant’s Indemnity.
Tenant, on behalf of itself and its successors and assigns, will indemnify, defend, and hold harmless (“Indemnify”) City, including all of its boards, commissions, departments, agencies, and other subdivisions, including its Southeast Community Facilities Commission and the San Francisco Public Utilities Commission, and all of its and their Agents, and their respective heirs, legal representatives, successors, and assig ns (individually and collectively, the “Indemnified Parties”), and each of them, from and against all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties, and expenses, including direct and vicarious liability of every kind (collectively, “Claims”), incurred in connection with or arising in whole or in part from: (a) any accident, injury to or death of a person (including Tenant’s employees), or loss of or damage to property, howsoever or by whomsoever caused, occurring in or about the Premises; (b) any default by Tenant in the observation or performance of any of the terms, covenants, or conditions of this Lease to be observed or performed on Tenant’s part; (c) the use or occupancy or manner of use or occupancy of the Premises by Tenant, its Agents, its Invitees, or any person or entity claiming through or under any of them; (d) the condition of the Premises; (e) any construction or other work undertaken by Tenant on the Premises whether before or during the Term; or (f) any acts, omissions, or negligence of Tenant, its Agents, or its Invitees, in, on, or about the Premises or the Property, all regardless of the active or passive negligence of, and regardless of whether liability without fault is imposed or sought to be imposed on, the Indemnified Parties, except to the extent that the Indemnity is void or otherwise unenforceable under applicable Legal Requirements and further except only those Claims as are caused exclusively by the willful misconduct or active gross negligence of the Indemnified Parties. The foregoing Indemnity includes reasonable fees of attorneys, consultants, and experts and related costs and City’s costs of investigating any Claim. Tenant expressly acknowledges that Tenant has an immediate and independent obligation to defend City from any Claim that actually or potentially falls within this indemnity provision even if the allegation is or may be groundless, fraudulent, or false, which obligation arises at the time the Claim is tendered to Tenant by City and continues at all times thereafter. Tenant’s obligations under this Section will survive the expiration or termination of this Lease.
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
29 19. INSURANCE
19.1. Tenant’s Insurance.
At no cost to City, Tenant will procure and keep in effect at all times during the Term, insurance as follows:
(a) Commercial general liability insurance with limits not less than Two Million Dollars ($2,000,000) each occurrence combined single limit for bodily injury and property damage, including contractual liability, independent contractors, broad-form property damage, fire damage legal liability (of not less than Fifty Thousand Dollars ($50,000)), personal injury, products and completed operations).
(b) Worker’s Compensation Insurance with Employer’s Liability limits not less than One Million Dollars ($1,000,000) each accident.
(c) Business automobile liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence combined single limit for bodily injury and property damage, including owned and non- owned and hired vehicles, as applicable, if Tenant uses automobiles in connection with its use of the Premises. (d) In the event Tenant hires a Licensed professional (i.e., architects, engineers, certified public accountants, etc.), Tenant shall require the Licensed professional to provide professional liability insurance with limits not less than $1,000,000 each claim with respect to negligent acts, errors, or omissions in connection with professional services to be provided under this Lease or to the Premises.
(e) Other insurance as is generally required by commercial owners of buildings similar in size, character, age, and location as the Building, as may change from time to time.
If any of the required insurance is provided under a claims -made form, Tenant will maintain the coverage continuously throughout the Term and, without lapse, for a period of three (3) years beyond the expiration or termination of this Lease, to the effect that, if occurrences during the Term give rise to claims made after expiration or termination of this Lease, those claims will be covered by the claims-made policies. Tenant’s obligations under this Section will survive the expiration or termination of this Lease.
If any of the required insurance is provided under a form of coverage that includes a general annual aggregate limit or provides that claims investigation or legal defense costs be included in the general annual aggregate limit, the general aggregate limit will be double the occurrence or claims limits specified above.
All liability insurance policies will be endorsed to provide the following:
(a) Name as additional insured the City and County of San Francisco, its officers, agents, and employees.
(b) That the policies are primary insurance to any other insurance available to the additional insureds, with respect to any claims arising out of this Lease, and that insurance applies separately to each insured against whom claim is made or suit is brought.
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
30 Each insurance policy required under Section 19.1(a) a bove will be issued by an insurance company licensed in the State of California and with a general policyholders’ rating of “A -” or better and a financial size ranking of “Class VIII” or higher in the most recent edition of Best’s Insurance Guide.
All insurance policies required to be maintained by Tenant will be endorsed to provide thi
rty (30) days’ prior written notice of cancellation for any reason, intended non -renewal, or reduction in coverage to both Tenant and City. If Tenant’s insurer refuses to offer this endorsement, Tenant will promptly provide the thirty (30) day’s prior written notice of cancellation, intended non-renewal, or reduction in coverage to City. Notice to City will be mailed to the addresses for City set forth in the Basic Lease Information.
On or before the Commencement Date, Tenant will deliver to City certificates of insurance and additional insured policy endorsements from insurers in a form satisfactory to City, evidencing the coverage required under this Lease, together with complete copies of the policies and at any other time promptly after City’s request. During the Term, Tenant will provide City with certificates or policies at least thirty (30) days before the expiration dates of expiring policies.
Tenant shall submit or cause its respective insurance brokers to submit the requested information through the Exigis insurance verification program designated by City or any successor program used by City for verification of tenant insurance coverage. If Tenant fails to procure the required insurance, or to deliver the policies or certificates, then at its option and without waiving any rights or remedies that City may have for Tenant’s default, City may procure the insurance for Tenant’s account, and Tenant will pay the cost to City within five (5) days after delivery to Tenant of invoices therefor.
On City’s request, Tenant and City will periodically review the limits and types of insurance carried under this Section. If the general commerci al practice in San Francisco is to carry liability insurance in an amount or coverage materially greater than the amount or coverage then being carried by Tenant for risks comparable to those associated with the Premises, then, at City’s request, Tenant will increase the amounts or coverage carried by Tenant to conform to the general commercial practice.
Tenant’s compliance with the provisions of this Section will in no way relieve or decrease Te
nant’s liability under Section 18.2 [ Tenant’s Indemnity] above, or any of Tenant’s other obligations under this Lease.
Notwithstanding anything to the contrary in this Lease, if any of the required insurance cov
erage lapses, this Lease will terminate on three (3) days’ notice to Tenant unless Tenant renews the insurance coverage within the notice period.
19.2. Tenant’s Personal Property.
At no cost to City, Tenant is responsible for separately insuring Tenant’s Personal Property for all losses and damages including theft.
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
31 19.3. City’s Self Insurance.
Tenant acknowledges that City self-insures against casualty, property damage, and public liability risks and agrees that at City’s sole election (but without obligation to do so), City may carry any third-party insurance coverage for the Building, the Premises, or otherwise.
19.4. Reserved
19.5. Waiver of Subrogation.
Notwithstanding anything to the contrary in this Lease, City and Tenant (each a “Waiving Party”) each waives any right of recovery against the other Party for any loss or damage relating to the Building or the Premises or any operations or contents, whether or not the loss is caused by the fault or negligence of the other Party, to the extent the loss or damage is covered by third-party insurance that is required to be purchased by the Waiving Party under this Lease or is actually covered by insurance held by the Waiving Party or its Agents. Each Waiving Party will obta in a waiver of subrogation rights endorsements from applicable insurance carriers issuing policies relating to the Building or the Premises; provided, the failure to obtain the endorsement will not affect the above waiver.
20. ACCESS BY CITY
City reserves for itself and any of its designated Agents the right to enter the Premises as follows: (a) on a regular basis without advance notice to supply any necessary or agreed -upon service provided by City under this Lease; (b) on an occasional basis, at all reasonable times after giving Tenant reasonable advance written or oral notice, to show the Premises to prospective tenants or other interested parties; to post notices of non- responsibility; to conduct any environmental audit of Tenant’s use of the Premises; to repair, alter, or improve any part of the Building, Building Systems, or the Premises; and for any other lawful purpose; and (c) on an emergency basis without notice whenever City believes that emergency access is requi red. City will have the right to use any means that it deems proper to open doors in an emergency to obtain access to any part of the Premises, and that entry will not be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any portion of the Premises. Tenant will not alter any lock or install any new or additional locking devices without City’s prior written consent. All locks installed in the Premises will be keyed to the Building master key system, and City will at all times have a key with which to unlock all doors in the Premises (excluding Tenant’s vaults, safes, or special security areas, if any, designated by Tenant in writing to City).
21. CERTIFICATES
21.1. Tenant’s Estoppel Certificates.
At any time and from time to time on not less than ten (10) days’ prior notice from City, Tenant will execute and deliver to City or to any party designated by City a certificate stating:
(a) that Tenant has accepted the Premises, (b) the Commencement Date and Expiration Date of this Lease, (c) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), (d) whether or not there are then existing any defenses against the enforcement of any of Tenant’s DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
32 obligations under this Lease (and if so, specifying the same) , (e) whether or not there are any defaults then existing under this Lease (and if so specifying the same), (f) the dates, if any, to which the Base Rent and Additional Charges have been paid, and (g) any other information that may be required.
21.2. City’s Certificates.
At any time and from time to time on not less than ten (10) days’ prior notice from Tenant, City will execute and deliver to Tenant or to any party designated by Tenant a certificate stating:
(a) the Commencement Date and Expiration Date of this Lease, (b) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), (c) whether or not there are any known defaults then existing under this Lease (and if so specifying the same), and (d) the dates, if any, to which the Base Rent and Additional Charges have been paid.
22. RULES AND REGULATIONS
Tenant will faithfully comply with the rules and regulations attached to this Lease as E
xhibit E (Building Rules and Regulations), which City may amend from time to time (“ Rules and Regulations ”). City will not be responsible for the non- performance of the Rules and Regulations by any other tenant or occupant of the Building. If there is any conflict between any provision of this Lease and any provision of the Rules and Regulations, this Lease will control.
23. SECURITY DEPOSIT
O
n execution of this Lease, Tenant will deposit with City the sum specified as the security deposit in the Basic Lease Information (the “Security Deposit’), by good check, to secure Tenant’s faithful performance of all terms, covenants, and conditions of this Lease. City may apply (but will not be required to apply) the Security Deposit in whole or in part to remedy any damage to the Premises caused by Tenant, its Agents, or its Invitees, or any failure of Tenant to perform any other terms, covenants, or conditions in this Lease (including the payment of Rent either before or after a default), without waiving any of City’s other rights and remedies under this Lease or under applicable Legal Requirements. Tenant waives the provisions of Section 1950.7 of the California Civil Code or any similar Legal Requirements now or later in effect and agrees that City may retain any portion of Security Deposit reasonably necessary to compensate it for any foreseeable or unforeseeable loss or damage caused by the acts or omissions of Tenant, its Agents, or its Invitees.
Without limiting the foregoing, City may apply some or all of the Security Deposit to the payment of future Rent following a Tenant default.
If City uses any portion of the Security Deposit to cure any default by Tenant, Tenant will immediately replenish the Security Deposit to the original amount. If the Base Rent is increased under any of the provisions of this Lease, Tenant will increase the amount of the Security Deposit by the same percentage increase. City’s obligations regarding the Security Deposit are solely that of debtor and not trustee. City will not be required to keep the Security Deposit separate from its general funds, and Tenant will not be entitled to interest on the Security Deposit. The amount of the Security Deposit will in no way limit the liabilities of Tenant under any provision of this Lease.
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
33 24. SURRENDER OF PREMISES
On the Expiration Date or other termination of this Lease, Tenant will peaceably quit and surrender to City the Premises, together with the tenant improvements, Furniture and all Alterations approved by City, in good order and condition, except for normal wear and tear (after Tenant has made the last necessary repair require d under this Lease), and further except for any portion of the Premises condemned and any damage and destruction for which Tenant is not responsible under this Lease. The Premises will be surrendered free and clear of all liens and encumbrances other than those existing as of the date of this Lease and any other encumbrances created by City. Immediately before the Expiration Date or other termination of this Lease, Tenant will remove all of Tenant’s Personal Property as provided in this Lease, and repair any damage resulting from the removal; provided, in City’s sole discretion, City may reserve ownership of any telecommunications equipment, wire, cabling, and/or conduit installed in the Premises or any other portion of the Building by or on behalf of Tenant. If the removal is not completed at the expiration or other termination of this Lease, City may perform the removal at Tenant’s expense.
Notwithstanding anything to the contrary in this Lease, at any time before the Expiration Date or within five (5) days after termination of this Lease, City may elect to require Tenant to remove, at Tenant’s sole expense, all or part of the Alterations, or other improvements or equipment constructed or installed by or at Tenant’s expense, including any telecommunications equipment, wires, cabling, and/or conduit installed in the Premises or any other portion of the Building by or on behalf of Tenant. Tenant will promptly remove those items and repair, at no cost to City, any damage to the Premises or the Building resulting from the removal, or if Tenant fails to repair, City may do so at Tenant’s expense. Tenant’s obligations under this Section will survive the expiration or sooner termination of this Lease. At City’s option, any items of Tenant’s Personal Property remaining in the Premises after the Expiration Date or sooner termination of this Lease may be deemed abandoned and disposed of in accordance with Section 1980 et seq. of the California Civil Code or in any other manner allowed by Legal Requirements.
Concurrently with the surrender of the Premises, if requested by City, Tenant will execute, acknowledge, and deliver to City a quitclaim deed to the Premises and any other instrument reasonably requested by City to evidence the termination of Tenant’s leasehold estate and to effect the transfer or vesting of title to the tenant improvements, Alterations, or other improvements or equipment that remain part of the Premises. The terms of this Section will survive the expiration or sooner termination of this Lease.
25. REMOVAL OF ELECTRICAL AND TELECOMMUNICATIONS WIRES
25.1. City May Elect to Remove or Retain Wires.
Within thirty (30) days after the expiration or sooner termination of this Lease or at any time that the Wires (as defined below) are no longer in active use by Tenant, by written notice to Tenant, City may elect to: (a) retain any or all wires, cables, and similar installations appurtenant to such wires or cable (collectively, the “ Wires”) installed by or on behalf of Tenant within the Premises or any portion of the Building outside the Premises, including the plenums or risers of the Building; (b) remove any or all of the Wires and restore the Premises or the Building, as the case may be, to their condition existing before the installation of the Wires (the “Wire Restoration Work”), at Tenant’s sole cost and expense; or (c) require Tenant to perform all or part of the Wire Restoration Work, at Tenant’s sole cost and expense.
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
34 25.2. Compliance with Legal Requirements and Discontinuance of Wire Use.
Tenant will comply with all applicable Legal Requirements with respect to the Wires.
Within thirty (30) days after Tenant discontinues the use of all or any part of the Wires, Tenant will deliver to City written notice of the discontinuance, together with a plan or other reasonable description of the current type, quantity, points of commencement and termination, and routes of the Wires to allow City to determine if City desires to retain the Wires.
25.3. Condition of Wires.
If City elects to retain any or all of the Wires, Tenant covenants that (a) Tenant is the sole owner of the Wires, Tenant has the sole right to surrender the Wires, and the Wires are free of all liens and encumbrances; and (b) all Wires will be left in a good and safe working condition, properly labeled and capped or sealed at each end and in each telecommunications/electrical closet and junction box.
25.4. City’s Right to Retain Security Deposit.
City may retain Tenant’s Security Depos
it after the expiration or sooner termination of this
Lease until one of the following events has occurred with respect to all of the Wires: (a) City elects to retain the Wires under Section 25.1(a) above ; (b) City elects to perform the Wire Restoration Work under Section 25.1(b) above and the Wire Restoration Work is complete and Tenant has fully reimbursed City for all related costs; or (c) City elects to require Tenant to perform the Wire Restoration Work under Section 25.1(c) above, the Wire Restoration Work is complete, and Tenant has paid for all related costs.
25.5. City Can Apply Security Deposit; Survival.
I
f Tenant fails or refuses to pay all costs of the Wire Restoration Work within thirty (30) days after City’s notice requesting Tenant’s reimbursement for or payment of the costs or otherwise fails to comply with the provisions of this Section, then City may apply all or any portion of the Security Deposit toward the payment of any costs or expenses relating to the Wire Restoration Work or Tenant’s obligations under this Section. The retention or application of the Security Deposit by City under this Section does not constitute a limitation on or waiver of City’s right to seek further remedies under law or equity. The terms of this Section will survive the expiration or sooner termination of this Lease.
26. HAZARDOUS MATERIALS
26.1. Definitions
As used in this Lease:
“Environmental Laws” means all present or future Legal Requirements relating to Hazardous Material (including its use, handling, transportation, production, disposal, discharge, or storage), or to health and safety, industrial hygiene, or the environment, including soil, air, and groundwater conditions.
“Hazardous Material ” means any material that, because of its quantity, concentration, or physical or chemical characteristics, is at any time, now or later, deemed by any DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
35 federal, state, or local governmental authority to pose a present or potential hazard to human health, welfare, or safety or to the environment. Hazardous Material includes any material or substance defined as a “hazardous substance,” “pollutant,” or “contaminant” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”, also commonly known as the “Superfund” law), as amended, (42 U.S.C. Section 9601 et seq.) or under Section 25316 of the California Health & Safety Code; any “hazardous waste” listed under Section 25140 of the California Health & Safety Code; and petroleum, including crude oil or any fraction thereof, natural gas, or natural gas liquids.
“Investigate” and “Investigation” means undertaking any activities to determine the nature and extent of Hazardous Material that may be located in, on, under, or about the Property or that has been, are being or threaten to be Released into the environment; “ Remediate” and “Remediation” means to clean up, remove, contain, treat, stabilize, monitor, or otherwise control the Hazardous Material.
“Release” when used with respect to Hazardous Material includes any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or inside the Premises, or in, on, under, or about any other part of the Property or into the environment.
26.2. No Hazardous Materials.
Neither Tenant nor any of its Agents or Invitees (such terms defined in Section 28.5 [Parties and Their Agents; Approvals] below) will cause or permit any Hazardous Material to be brought on, kept, used, stored, generated or disposed of in, on, or about the Property, or transported to or from the Property, with the sole exception that Tenant may keep and use Hazardous Material in the Premises in reasonably limited amounts as are customarily used for general office purposes (such as copy toner and other normal office and cleaning supplies) in compliance with all applicable Environmental Laws at all times. Tenant will give City immediate written notice of:
(a) any action, proceeding, or inquiry by any governmental authority (including the California State Department of Health Services, the State or any Regional Water Quality Control Board, the Bay Area Air Quality Management District, or any local governmental entity) against Tenant with respect to the presence or Release or suspected presence or Release of Hazardous Material on the Premises, Building, or Property or the migration thereof from or to other property; (b) all demands or claims made or threatened by any third party against Tenant or the Premises, Building, or Property relating to any loss or injury resulting from any Hazardous Materials; (c) any Release of Hazardous Material on or about the Premises or any other part of the Property that has occurred and may require any Investigation or Remediation; and (d) all matters of which Tenant is required to give notice under Section 25359.7 of the California Health and Safety Code.
26.3. Tenant’s Environmental Indemnity.
If Tenant breaches any of its obligations contained in this Section, or, if any act or omission of
Tenant, its Agents, or its Invitees results in any Release of Hazardous Material in, on, under, or about the Premises or any other part of the Property in violation of any applicable Environmental Laws, including Chapter 36 of the San Francisco Building Code then, without limiting Tenant’s Indemnity contained in Section 18.2 [ Tenant’s Indemnity] above, on behalf of itself and its successors and assigns, Tenant will Indemnify the Indemnified Parties, and each of them, from and against all Claims (including damages for decrease in value of the Premises or the Property, DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
36 the loss or restriction of the use of rentable or usable space or of any amenity of the Premises or the Property, and sums paid in settlement of claims, attorneys’ fees, consultants’ fees, and experts’ fees and costs) arising during or after the Term and relating to the Release. The foregoing Indemnity includes costs incurred in connection with activities undertaken to Investigate and Remediate Hazardous Material and to restore the Property to its prior condition, fines and penalties assessed for the violation of any applicable Environmental Laws, and any natural resource damages. Without limiting the foregoing, if Tenant or any of its Agents or Invitees causes or permits the Release of any Hazardous Materials in, on, under, or about the Premises or any other part of the Property, Tenant will immediately and at no expense to City take all appropriate actions to return the Premises or the Property affected by the Release to the condition existing before the Release and otherwise Investigate and Remediate the Release in accordance with all Environmental Laws. Tenant expressly acknowledges that Tenant has an immediate and independent obligation to defend City from any claim which actually or potentially falls within this indemnity provision even if the allegation is or may be groundless, fraudulent, or false, and this obligation arises at the time the claim is tendered to Tenant by City and continues at all times thereafter. Tenant will afford City a full opportunity to participate in any discussions with governmental regulatory agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree, or other compromise or proceeding involving Hazardous Material.
26.4. Survival of Obligation.
Tenant’s obligations under this Section 26.4 will
survive the expiration or earlier
termination of this Lease.
26.5. Hazardous Substance Disclosure.
C
alifornia Legal Requirements require landlords to disclose to tenants the presence or potential presence of certain Hazardous Materials. Accordingly, Tenant is hereby advised that occupation of the Premises may lead to exposure to Hazardous Materials, including gasoline, diesel, and other vehicle fluids, vehicle exhaust, office maintenance fluids, tobacco sm oke, methane, and building materials containing chemicals, such as formaldehyde. Further, there are Hazardous Materials located near the Premises that are generated by City’s Southeast Treatment Plant and described in documents available to Tenant at www.sfwater.org. By execution of this Lease, Tenant acknowledges that the notices and warnings set forth above satisfy the requirements of California Health and Safety Code Section 25359.7 and related statutes and, to the extent permitted by Legal Requirements, Tenant waives any and all rights Tenant may have to assert that City has not complied with the requirements of the statute.
27. SPECIAL PROVISIONS
27.1. City’s Option to Relocate Tenant.
At any time after Tenant’s execution of this Lease, City will have the one -time right to provide Tenant with comparable space elsewhere in the Building and to move Tenant to that space upon thirty (30) days’ prior notice to Tenant. City will arrange and pay for moving Tenant to the new space, including costs incurred in changing addresses on stationery, in a total sum not to exceed Ten Thousand Dollars ($10,000). If the new space is reasonably unsatisfactory to Tenant, Tenant may terminate this Lease by providing City with written notice of termination within fifteen (15) days after receiving City’s notice. Tenant’s failure to reject the relocation space within that DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
37 fifteen- (15)-day period will be deemed acceptance of the new space. If Tenant accepts the new space, then this Lease and all of its terms and covenants and conditions will remain in full force and effect, the revised floor plan will become part of this Lease and will reflect the location of the new space, and Base Rent will be adjusted proportionately to reflect the square footage of the new space.
27.2. Reporting Obligations.
(a) Services to the 94124 Community. As a material consideration to City entering into this Lease, Tenant shall track and provide City with written reports tracking the occurrence and effectiveness of the following services provided by Tenant at and through the SECC: free high school and college/career pathway programs ; workforce readiness and environmental programs ; in person high school completion; and college/career programs to students from the 94124 Community and the surrounding District 10 neighborhoods. (b) Reporting to the S
outheast Community Facility Commission .
Beginning three (3) months after the Commencement Date and each three (3) months thereafter, Tenant shall complete the form attached as Exhibit H [Reporting Form] as Tenant’s quarterly written report to the Southea st Community Facility Commission detailing the services provided by Tenant and their effectiveness. City reserves the right , at any time during the term , on thirty (30) days’ notice to change or add to Exhibit H including but not limited to having Tenant submit electronically such data online in a form as required by City. In addition, a knowledgeable officer of Tenant’s management shall attend a Southeast Community Facilities Commission meeting to present and discuss each quarterly report within thirty (30) days of the due date of such report.
28. GENERALLY APPLICABLE PROVISIONS
28.1. Notices.
Any notice given under this Lease will be effective only if in writing and delivered in person or by sending it first -class mail or certified mail with a return receipt requested or by overnight courier, return receipt requested, with postage prepaid, to: (a) Tenant, (i) at Tenant’s address set forth in the Basic Lease Information, if sent before Tenant takes possession of the Premises, or (ii) at the Premises if sent on or after Tenant takes possession of the Premises, or (iii) at any place where Tenant or any Agent of Tenant may be found if sent after Tenant vacates, abandons, or surrenders the Premises; or (b) City, at City’s address set forth in the Basic Lease Information; or (c) to any other address that either City or Tenant designates as its new address by notice given to the other in accordance with the provisions of this Section at least ten (10) days before the effective date of the change. A properly addressed notice transmitted by one of the foregoing methods shall be deemed to have been given two (2) days after the date it is mailed by first class or certified mail, one day after the date it is deposited with an overnight courier for overnight delivery, or on the date of personal delivery. Any email addresses, telephone numbers, or facsimile numbers provided by one Party to the other shall be for convenience of communication only; neither Party may give official or binding notice orally or by email or facsimile. For convenience of the Parties, copies of notices may also be given by email to the email address set forth in the Basic Lease Information or as may be provided from time to time. The effective time of a notice shall not be affected by the receipt, prior to receipt of the original, of an oral notice or an e mail or telefacsimile copy of the notice. Tenant will promptly provide City with copies of all DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
38 notices received regarding any alleged violation of Legal Requirements or insurance requirements or any alleged unsafe condition or practice in the Premises, Building, or Property.
28.2. No Implied Waiver.
No failure by City to insist on the strict performance of any obligation of Tenant under this Lease or to exercise any right, power, or remedy arising out of a breach, regardless of the length of time that the breach continues, no acceptance of full or partial Base Rent or Additional Charges during any breach, and no acceptance of the keys to or possession of the Premises before the expiration of the Term by any Agent of City, will constitute a waiver of the breach or of City’s right to demand strict compliance with any term, covenant, or condition or operate as a surrender of this Lease. No express written waiver of any default or the performance of any provision of this Lease will affect any other default or performance, or cover any other period of time, other than the default, performance, or period of time specified in the express waiver. One or more written waivers of a default or the performance of any provision of this Lease will not be deemed to be a waiver of a subsequent default or performance. Any City consent under this Lease will not relieve Tenant of any obligation to secure City’s consent in any other or future instance as required by this Lease.
28.3. Amendments.
Neither this Lease nor any of its terms or provisions may be changed, waived, discharged, or
terminated, except by a written instrument signed by the Party against which the enforcement of the change, waiver, discharge, or termination is sought. Whenever this Lease requires or permits City’s consent or approval, the Director of SFPUC’s Real Estate Services (“ Director”) or his or her designee will be authorized to provide the consent or approval, except as otherwise provided by applicable Legal Requirements, including the Charter. Any amendments or modifications to this Lease, including amendments to or modifications to the exhibits to this Lease, are subject to the mutual written agreement of City and Tenant, and City’s agreement may be made upon the sole approval of the Director, or his or her designee; provided, however, (a) changing the legal description of the Premises, (b) increasing the Term, (c) increasing the Rent, (d) changing the general use of the Premises from the use authorized under Section 5.1 [Permitted Use] of this Lease, and (e) any other amendment or modification that materially increases City’s liabilities or financial obligations under this Lease may also require the approval of City’s Southeast Community Facility, the San Francisco Public Utilities Commission, and/or the Board of Supervisors.
28.4. Authority.
I
f Tenant signs as a corporation, a limited liability company, or a partnership, then each of the persons executing this Lease on behalf of Tenant covenants and warrants that Tenant is a duly authorized and existing entity, Tenant has and is qualified to do business in California, Tenant has full right and authority to enter into this Lease, and each and all of the persons signing on behalf of Tenant are authorized to do so. On City’s request, Tenant will provide City with evidence reasonably satisfactory to City confirming these representations and warranties.
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39 28.5. Parties and Their Agents; Approvals.
The words “City” and “Tenant” include the plural as well as the singular. If there is more than one entity that comprises Tenant, Tenant’s obligations and liabilities under this Lease are joint and several. The term “Agents” when used with respect to either Party includes the agents, employees, officers, contractors, and representatives of the Party, and the term “ Invitees” when used with respect to Tenant includes the clients, customers, invitees, guests, licensees, assignees, or subtenants of Tenant. All approvals, consents, or other determinations permitted or required by City will be made by or through City’s Director of Property unless otherwise provided in this Lease, subject to applicable Legal Requirements.
28.6. Interpretation of Lease.
The captions preceding the articles and sections of this Lease and in the table of contents have been inserted for convenience of reference only and in no way define or limit the scope or intent of any provision of this Lease. Provisions in this Lease relating to number of days are calendar days, unless otherwise specified, but if the last day of any period to give notice, reply to a notice, or to undertake any other action occurs on a Saturday, Sunday, or a bank or City holiday, then the last day for undertaking the action or giving or replying to the notice will be the next succeeding business day. Use of the word “i ncluding” or similar words will not be construed to limit any general term, statement, or other matter in this Leas e, whether or not language of non- limitation, such as “without limitation,.” “but not limited to,” or similar words, are used.
28.7. Successors and Assigns.
Subject to the provisions of this Lease relating to Assignment and Subletting, the terms, covenants, and conditions contained in this Lease will bind and benefit City and Tenant and their successors and assigns; provided, however, that on any sale, assignment, or transfer by City (or by any subsequent landlord) of its interest in the Building as owner or lessee, including any transfer by operation of law, City (or any subsequent landlord) will be relieved from all obligations and liabilities arising under this Lease after the sale, assignment, or transfer.
28.8. Brokers.
Neither Party has had any contact or dealings regarding leasing the Premises to Tenant, or any communication in connection that leasing, through any licensed real estate broker or other person who could claim a right to a commission or finder’s fee in connection with the lease contemplated in this Lease except as identified in the Basic Lease Information, whose commission, if any is due, will be paid under a separate written agreement between the broker and the Party through which the broker contracted. If any broker or finder perfects a claim for a commission or finder’s fee based on a contact, dealings, or communication, then the Party through whom the broker or finder makes a claim will be responsible for the commission or fee and will Indemnify the other Party from any and all Claims incurred by the indemnified Party in defending against the broker’s or finder’s claim. The provisions of this Section will survive the expiration or any earlier termination of this Lease.
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40 28.9. Severability.
If any provision of this Lease or its application to any person, entity, or circumstance is invalid or unenforceable, then the remainder of this Lease, or the application of the provision to persons, entities, or circumstances other than those as to which it is invalid or unenforceable, will not be affected thereby, and each other provision of this Lease will be valid and enforceable to the fullest extent permitted by Legal Requirements, except to the extent that enforcement of this Lease without the invalidated provision would be unreasonable or inequitable under all the circumstances or would frustrate a fundamental purpose of this Lease.
28.10. Governing Law.
This Lease will be construed and enforced in accordance wi th the Legal Requirements of the State of California and City’s Charter.
28.11. Entire Agreement.
This Lease, including its attached exhibits, which are made a part of this Lease by this reference, contains the entire agreemen t between the Parties and all prior written or oral negotiations, understandings, and agreements are merged into this Lease. The Parties intend that this Lease constitutes the complete and exclusive statement of its terms and no extrinsic evidence whatsoever (including prior drafts and changes) may be introduced in any judicial, administrative, or other legal proceeding involving this Lease. Tenant acknowledges that neither City nor City’s Agents have made any representations or warranties with respect to the Premises, the Building, or this Lease except as expressly set forth in this Lease, and no rights, easements, or licenses are or will be acquired by Tenant by implication or otherwise unless expressly set forth in this Lease.
28.12. Attorneys’ Fees.
If either City or Tenant fails to perform any of its obligations under this Lease or if a dispute arises concerning the meaning or interpretation of any provision of this Lease, then the defaulting Party or the non-prevailing Party in the dispute, as the case may be, will pay the prevailing Party’s reasonable attorneys’ and experts’ fees and costs, and all court costs and other costs of action incurred by the prevailing Party in connection with the prosecution or defense of the action and enforcing or establishing its rights under this Lease (whether or not the action is prosecuted to a judgment). For purposes of this Lease, the terms “court costs and reasonable attorneys’ fees” means the fees and expenses of counsel to the Party, which may include printing, duplicating, and other expenses, air freight charges, hiring of experts, and fees billed for law clerks, paralegals, librarians, and others not admitted to the bar but performing services under the supervision of an attorney. The term “court costs and attorneys’ fees” also includes all fees and expenses incurred with respect to appeals, mediation, arbitrations, and bankruptcy proceedings, and whether or not any action is brought with respect to the matter for which the fees and costs were incurred. For the purposes of this Lease, reasonable fees of attorneys of City’s Office of the City Attorney will be based on the fees regularly charged by private attorneys with the equivalent number of years of experience in the subject matter area of the law for which the City Attorney’s services were rendered who practice in the City of San Francisco in law firms with approximately the same number of attorneys as employed by the Office of the City Attorney.
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41 28.13. Holding Over.
If Tenant retains possession of any portion of the Premises after the expiration or the earlier termination of this Lease, then unless City expressly agrees to the holdover in writing, Tenant will pay City, on a month- to-month basis, Base Rent equal to (a) two (2) times the Base Rent per month for the first 30 days, (b) three (3) times the Base Rent per month for the next 30 days, and (c) of four (4) times the Base Rent per month thereafter, and will otherwise be on the terms and conditions specified in this Lease so far as applicable (except for those pertaining to the Term and any Extension Options). Any failure by Tenant to surrender, discontinue using, or, if required by City, any failure to remove any property or equipment following written demand by City, will constitute continuing possession for purposes of this Section. Tenant acknowledges that the foregoing provisions do not serve as permission for the Tenant to hold over or serve to extend the Term. Any holding over without City’s consent will constitute a default by Tenant and entitle City to exercise any or all of its remedies, notwithstanding that City may elect to accept one or more payments of Rent, and whether or not the amounts are at the holdover rate specified above or the rate in effect at the end of the Term.
Any holding over after the expiration of the Term with City’s express written consent will be
construed to autom atically extend the Term on a month -to-month basis at a Base Rent as determined in writing by the General Manager of the SFPUC up to one hundred fifty percent (150%) of the latest Base Rent payable by Tenant before the expiration, and will otherwise be on the terms and conditions specified in this Lease so far as applicable (except for those pertaining to the Term and any Extension Options), provided that City may withdraw its consent to such holding over upon thirty (30) days’ notice, after which the Base Rent shall be as specified in subsection (a) above.
Tenant’s obligations under this Section will survive the expiration or termination of
this Lease.
28.14. Time of Essence.
Time is of the essence with respect to all provisions of this Lease in which a definite time for performance is specified.
28.15. Cumulative Remedies.
All rights and remedies set forth in this Lease of either Party to this Lease will be cumulative, except as may otherwise be provided in this Lease.
28.16. Survival of Indemnities.
Termination of this Lease will not affect the either Party’s right to enforce any indemnities and representations and warranties given or made to the other Party under this Lease or affect any provision of this Lease that expressly states it will survive expiration or termination of the Lease.
28.17. Signs.
Tenant will not erect or maintain, or permit to be erected or maintained, any signs, notices or graphics on or about the Premises that are visible in or from public corridors or other portions DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
42 of any Common Areas of the Building or from the exterior of the Premises without City’s prior written consent, which City may grant, condition, or withhold in its sole discretion.
28.18. Relationship of the Parties.
City is not, and none of the provisions in this Lease will be deemed to render City, a partner in Tenant’s business, or a member in any joint enterprise or venture with Tenant. Neither Party may act as the agent of the other Party for any purpose under this Lease. This Lease is not intended and it will not be construed to create any third -party beneficiary rights in any Party, unless otherwise expressly provided.
28.19. Payments to Tenant.
Tenant acknowledges that City cann ot make any payments to Tenant unless Tenant is qualified as an approved vendor in City’s financial and payment system. Therefore, City will not be in default of any monetary obligation to Tenant if City is required to make a payment to Tenant but Tenant is not an approved vendor with City. More information about being an approved vendor is available at https://sfcitypartner.sfgov.org/Vendor/BecomeSupplier.
28.20. Light and Air.
No diminution of light, air, or view by any structure that may later be erected (whether or not by City) will entitle Tenant to any reduction of the Base Rent or Additional Charges under this Lease, result in any City liability to Tenan t, or in any other way affect this Lease or Tenant’s obligations under the Lease.
28.21. No Recording.
Tenant may not record this Lease or any memorandum of this Lease in the public records.
28.22. Non-Liability of City Officials, Employees, and Agents.
No elected or appointed board, commission, member, officer, employee, or other Agent of City will be personally liable to Tenant or its successors and assigns for any City default or breach or for any amount that may become due to Tenant or its successors and assigns, or for any City obligation under this Lease.
28.23. Cooperative Drafting.
This Lease has been drafted through a cooperative effort of both Parties, and both Parties have had an opportunity to have the Lease reviewed and revised by legal counsel. No Party will be considered the drafter of this Lease, and no presumption or rule that an ambiguity will be construed against the Party drafting the clause will apply to the interpretation or enforcement of this Lease.
28.24. Counterparts.
This Lease may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.
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43 28.25. Effective Date.
This Lease will be effective on the date (the “Effective Date” ) that (a) City’s Public Utilities Commission, at its sole discretion, adopts a resolution approving this Lease in accordance with all applicable Legal Requirements ; (b) Tenant has become an approved vendor of the City; and (c) this Lease is duly executed and delivered by the Parties.
29. CITY REQUIREMENTS
29.1. Public Transit Information.
At its sole expense, Tenant will establish and carry on during the Term, a program to encourage maximum use of public transportation by personnel of Tenant employed on the Premises, including the distribution of written materials to personnel explaining the convenience and availability of public transportation facilities adjacent or near the Building and encouraging use of them.
29.2. Taxes, Assessments, Licenses, Permit Fees, and Liens.
Tenant recognizes and understands that this Lease may create a possessory interest subject to property taxation and Tenant may be subject to the payment of property taxes levied on its possessory interest.
Tenant will pay to the proper authority on or before when due all taxes and assessments of any kind, including, but not limited to, possessory interest taxes lawfully assessed on the leasehold interest created by this Lease or any subleasehold interest in the Premises, real property transfer taxes, real and personal property taxes, general and special assessments, and all license fees, permit fees, and all other governmental charges of any kind or nature whatsoever, and to pay all other taxes, excises, licenses, permit charges, and assessments based on Tenant’s use of the Premises or any transfer of a leasehold interest or subleasehold interest in the Premises (including, but not limited to, any transfer of the leasehold interest in the Premises pursuant to this Lease) and imposed on Tenant by Legal Requirements, all of which whether in effect at the time this Lease is entered into or that become later effective. Without limiting the foregoing, Tenant will pay all real property transfer taxes imposed on any transfer of a leasehold interest or subleasehold interest in the Premises (including but not limited to the transfer of the Premises pursuant to this Lease). Tenant further recognizes and agrees that its leasehold i nterest may be subject to the payment of special taxes, including without limitation a levy of special taxes to finance energy efficiency, water conservation, water pollution control and similar improvements under the Special Tax Financing Law in Chapter 43 Article X of the Administrative Code.
Tenant will not allow or suffer a lien for any taxes, assessments, or other charges to be imposed on the Premises or on any equipment or property located in the Premises without promptly discharging the lien, provided that Tenant, if it desires, may have reasonable opportunity to contest the legal validity or the amount of any tax, asses sment, or similar charge so long as the tax, assessment, or charge does not become a defaulted lien. In the event of any disputed tax, assessment, or similar charge, Tenant will Indemnify City, and their Agents from and against all resulting Claims.
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44 San Francisco Administrative Code Sections 23.38 and 23.39 require that certain information relating to the creation, renewal, extension, assignment, sublease, or other transfer of this Lease be provided to the County Assessor within sixty (60) days after the t ransaction.
Accordingly, Tenant must provide a copy of this Lease, and any renewals, extensions, Assignment documents, Sublease documents, or any other transfers of the Premises or the Lease to the County Assessor not later than sixty (60) days after the Effective Date, and any failure of Tenant to timely provide a copy of this Lease, and any renewals, extensions, Assignment documents, Sublease documents, or any other transfers of the Premises or the Lease to the County Assessor will be a default under this Lease. Tenant will also timely provide any information that City may request to ensure compliance with this or any other reporting requirement.
29.3. Non-D iscrimination in City Contracts and Benefits Ordinance. (a) Covenant Not to Discriminate. In the performance of this Lease, Tenant will not discriminate against any employee, any City employee working with Tenant, or applicant for employment with Tenant, or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations, on the basis of the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status), or association with members of protected classes, or in retaliation for opposition to discrimination against protected classes. (b) Subleases and Other Subcontracts.
Tenant will include in all Subleases
and other subcontracts relating to the Premises a non- discrimination clause applicable to the Subtenant or other subcontractor in substantially the form of subsection (a) above. In addition, Tenant will incorporate by reference in all subleases and other subcontracts the provisions of Sections 12B.2(a), 12B.2(c)-(k), and 12C.3 of the San Francisco Administrative Code and require all subtenants and other subcontractors to comply with those provisions. Tenant’s failure to comply with the obligations in this subsection will constitute a material breach of this Lease. (c) Non-D
iscrimination in Benefits . Tenant does not as of the date of this Lease and will not during the Term, in any of its operations in San Francisco, on real property owned by City, or where the work is being performed for City elsewhere within the United States, discriminate in the provision of bereavement leave , family medical leave, health benefits, membership or membership discounts, moving expenses, pension and retirement benefits, or travel benefits, as well as any benefits other than the benefits specified above, between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of the employees, where the domestic partnership has been registered with a governmental entity under the Legal Requirements authorizing that registration, subject to the conditions set forth in Section 12B.2(b) of the San Francisco Administrative Code. (d) CMD Form . As a condition to this Lease, Tenant will execute the “Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits” form (Form CMD-12B- 101) with supporting documentation and secure the approval of the form by the San Francisco Contract Monitoring Division. Tenant represents that before execution of this Lease, (i) Tenant executed and submitted to the CMD Form CMD -12B-101 with supporting documentation, and (ii) the CMD approved the form.
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45 (e) Incorporation of Administrative Code Provisions by Reference. The provisions of Chapters 12B and 12C of the San Francisco Administrative Code relating to non-discrimination by parties contracting for the lease of City property are incorporated in this Section by reference and made a part of this Lease as though fully set forth in this Lease. Tenant will comply fully with and be bound by all of the provisions that apply to this Lease under those Chapters of the Administrative Code, including the remedies provided in those Chapters. Without limiting the foregoing, Tenant understands that under Section 12B.2(h) of the San Francisco Administrative Code, a penalty of Fifty Dollars ($50) for each person for each calendar day during which the person was discriminated against in violation of the provisions of this Lease may be assessed against Tenant and/or deducted from any payments due Tenant.
29.4. No Relocation Assistance; Waiver of Claims.
Tenant acknowledges that it will not be a displaced person at the time this Lease is terminated or expires by its own terms, and Tenant fully RELEASES AND DISCHARGES forever any and all Claims against, and covenants not to sue, City, its departments, commissions, officers, directors, and employees, and all persons acting by, through or under each of them, under any Legal Requirements, including any and all claims for relocation benefits or assistance from City under federal and state relocation assi stance Legal Requirements (including California Government Code Section 7260 et seq.), except as otherwise specifically provided in this Lease with respect to a taking or condemnation.
29.5. MacBride Principles—Northern Ireland.
The provisions of San Francisco Administrative Code Section 12F are incorporated by this reference and made part of this Lease. By signing this Lease, Tenant confirms that Tenant has read and understood that City urges companies doing business in Northern Ireland to resolve employment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do business with corporations that abide by the MacBride Principles.
29.6. Tropical Hardwood and Virgin Redwood Ban; Preservative-Treated Wood Containing Arsenic.
City urges companies not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product.
Except as expressly permitted by the application of Sections 802(b) and 803(b) of the San Francisco Environment Code, Tenant will not provide any items to the construction of any Alterations, or otherwise in the performance of this Lease, that are tropical hardwoods, tropical hardwood wood products, virgin redwood, or virgin redwood wood products. If Tenant fails to comply with any of the provisions of Chapter 8 of the San Francisco Environment Code, Tenant will be liable for liquidated damages for each violation in any amount equal to Tenant’s net profit on the contract, or five percent (5%) of the total amount of the contract dollars, whichever is greater. Tenant may not purchas e preservative-treated wood products containing arsenic in the performance of this Lease unless an exemption from the requirements of Environment Code Chapter 13 is obtained from the Department of Environment.
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46 29.7. Restrictions on the Use of Pesticides.
Chapter 3 of the San Francisco Environment Code ( the Integrated Pest Management Program Ordinance or “ IPM Ordinance”) describes an integrated pest management (“IPM ”) policy to be implemented by all City departments. Tenant may not use or apply or allow the use or application of any pesticides on the Premises or contract with any party to provide pest abatement or control services to the Premises without first receiving City’s written approval of an IPM plan that (i) lists, to the extent reasonably possible, the types and estimated quantities of pesticides that Tenant may need to apply to the Premises during the Term, (ii) describes the steps Tenant will take to meet City’s IP M Policy described in Section 300 of the IPM Ordinance, and (iii) identifies, by name, title, address, and telephone number, an individual to act as the Tenant’s primary IPM contact person with City. Tenant will comply, and will require all of Tenant’s contractors to comply, with the IPM plan approved by City and will comply with the requirements of Sections 300(d), 302, 304, 305(f), 305(g), and 306 of the IPM Ordinance, as if Tenant were a City department. Among other matters, the provisions of the IPM O rdinance: (i) provide for the use of pesticides only as a last resort, (ii) prohibit the use or application of pesticides on City property, except for pesticides granted an exemption under Section 303 of the IPM Ordinance (including pesticides included on the most current Reduced Risk Pesticide List compiled by City’s Department of the Environment), (iii) impose certain notice requirements, and (iv) require Tenant to keep certain records and to report to City all pesticide use at the Premises by Tenant’s st aff or contractors.
If Tenant or Tenant’s contractor would apply pesticides to outdoor areas at the Premises, Tenant will first obtain a written recommendation from a person holding a valid Agricultural Pest Control Advisor license issued by the Californi a Department of Pesticide Regulation (“CDPR ”) and the pesticide application will be made only by or under the supervision of a person holding a valid, CDPR-issued Qualified Applicator certificate or Qualified Applicator license. City’s current Reduced Risk Pesticide List and additional details about pest management on City property can be found at the San Francisco Department of the Environment website, http://sfenvironment.org/ipm.
29.8. First Source Hiring Agreement.
Tenant acknowledges that under San Francisco Administrative Code, Chapter 83, Tenant is required to enter into a First Source Hiring Agreement (“ First Source Agreement”). Prior to the Effective Date, Tenant shall contact City’s Office of Economic and Workforce Development and, as applicable, enter into to the First Source Agreement that will maximize outreach and engagement of local small businesses/LBEs from disadvantaged communities including the 94124 Community as appropriate, based upon the form attached to this Lease as Exhibit F. Any default by Tenant under the First Source Agreement will be a default under this Lease.
29.9. Sunshi ne Ordinance.
In accordance with Section 67.24(e) of the San Francisco Administrative Code, contracts, contractors’ bids, leases, agreements, responses to Requests for Proposals, and all other records of communications between City and persons or firms seeking contracts will be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person’s or organization’s net worth or other proprietary financial data submitted for qualification for a contract, lease, agreement or other benefit until and unless that person or DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
47 organization is awarded the contract, lease, agreement, or benefit. Information provided that is covered by this Section will be made available to the public on request.
29.10. Conflicts of Interest.
Through its execution of this Lease, Tenant acknowledges that it is familiar with the provisions of Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and California Government Code Section 87100 et seq. and Section 1090 et seq., and certifies that it does not know of any facts that would constitute a violation of those provisions, and agrees that if Tenant becomes aware of any violation during the Term, Tenant will immediately notify City.
29.11. Charter Provisions.
This Lease is governed by and subject to the provisions of City’s Charter.
29.12. Drug-Free Workplace.
Tenant acknowledges that under the Federal Drug -Free Workplace Act of 1989, the unlawful manufacture, distribution, possession, or use of a controlled substance under federal Legal Requirements is prohibited on City premises. Any violation of this prohibition by Tenant, its Agents, or assigns will be a material breach of this Lease.
29.13. Prohibition of Tobacco Sales and Advertising.
Tenant acknowledges and agrees that no advertising or sale of cigarettes or tobacco products is allowed on the Premises. This advertising prohibition includes the placement of the name of a company producing cigarettes or tobacco products or the name of any cigarette or tobacco product in any promotion of any event or product. In addition, Tenant acknowledges and agrees that no Sales, Manufacture, or Distribution of Tobacco Products (as such capitalized terms are defined in Health Code Section 19K.1) is allowed on the Premises and such prohibition must be included in all subleases or other agreements allowing use of the Premise s. The prohibition against Sales, Manufacture, or Distribution of Tobacco Products does not apply to persons who are affiliated with an accredited academic institution where the Sale, Manufacture, and/or Distribution of Tobacco Products is conducted as part of academic research.
29.14. Prohibition of Alcoholic Beverage Advertising.
No advertising of alcoholic beverages is allowed on the Premises. For purposes of this Section, “alcoholic beverage” is defined as set forth in California Business and Professions Code Section 23004, and does not include cleaning solutions, medical supplies, and other products and substances not intended for drinking. This advertising prohibition includes the placement of the name of a company producing alcoholic beverages or the name of any alcoholic beverage in any promotion of any event or product.
29.15. Requiring Health Benefits for Covered Employees. (a) Unless exempt, Tenant will comply fully with and be bound by all of the provisions of the Health Care Accountability Ordinance (“HCAO”), as set forth in San Francisco Administrative Code Chapter 12Q, including the remedies provided, and implementing regulations, as they may be amended from time to time. The provisions of Chapter 12Q are DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
48 incorporated into this Lease by reference and made a part of this Lease as though fully set forth.
The text of the HCAO is available on the web at http://www.sfgov.org/olse/hcao. Capitalized terms used in this Section and not defined in this Lease have the meanings assigned to those terms in Chapter 12Q.
(b) For each Covered Employee, Tenant will provide the appropriate health b
enefit set forth in Section 12Q.3 of the HCAO. If Tenant chooses to offer the health plan option, the health plan must meet the minimum standards set forth by the San Francisco Health Commission.
(c) Notwithstanding the above, if the Tenant is a small business as defined in S
ection 12Q.3(e) of the HCAO, it will have no obligation to comply with subsection (a) above. (d) Tenant’s failure to comply with the HCAO will constitute a material breach of this Lease. City may notify Tenant if a breach has occurred. If, within thirty (30) days after receiving City’s written notice of a breach of this Lease for violating the HCAO, Tenant fails to cure the breach or, if the breach cannot reasonably be cured within the thirty (30) days period, and Tenant fails to commence efforts to cure within that period, or fails diligently to pursue the cure to completion, then City will have the right to pursue the remedies set forth in Section 12Q.5(f)(1-5). Each of these remedies will be exercisable individually or in combination with any other rights or remedies available to City.
(e) Any Subcontract entered into by Tenant will require the Subcontractor to comply with the requirements of the HCAO and contain contractual obligations substantially the same as those set forth in this Section. Tenant will notify City’s Purchasing Department when it enters into a Subcontract and will certify to the Purchasing Department that it has notified the Subcontractor of the obligations under the HCAO and has imposed the requirements of the HCAO on Subcontractor through the Subcontract. Each Tenant will be responsible for its Subcontractors’ compliance with this Chapter. If a Subcontractor fails to comply, City may pursue the remedies set forth in this Section against Tenant based on the Subcontractor’s failure to comply, provided that City has first provided Tenant with notice and an opportunity to cure the violation. (f) Tenant may not discharge, reduce in compensation, or otherwise discriminate against any employee for notifying City regarding Tenant’s compliance or anticipated compliance with the requirements of the HCAO, for opposing any practice proscribed by the HCAO, for participating in proceedings related to the HCAO, or for seeking to assert or enforce any rights under the HCAO by any lawful means.
(g) Tenant represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the HCAO. (h) Tenant will keep itself informed of the current requirements of the HCAO. (i) Tenant will provide reports to City in accordance with any reporting standards promulgated by City under the HCAO, including reports on Subcontractors and Subtenants, as applicable.
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49 (j) Tenant will provide City with access to records pertaining to compliance with HCAO after receiving a written request from City to do so and being provided at least five (5) business days to respond.
(k) City may conduct random audits of Tenant to ascertain its compliance with HCAO. Tenant will cooperate with City when it conducts the audits. (l) If Tenant is exempt from the HCAO when this Lease is executed because its amount is less than Twenty -Five Thousand Dollars ($25,000) or Fifty Thousand Dollars ($50,000) for nonprofits, but Tenant later enters into an agreement or agreements that cause Tenant’s aggregate amount of all agreements with City to reach Seventy -Five Thousand Dollars ($75,000), then all the agreements will be thereafter subject to the HCAO. This obligation arises on the effective date of the agreement that causes the cumulative amount of agreements between Tenant and the Contracting Department to be equal to or greater than Seventy- Five Thousand Dollars ($75,000) in the fiscal year.
29.16. Notification of Prohibition on Contributions.
By executing this Lease, Tenant acknowledges its obligations under Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who leases, or seeks to lease, to or from any department of the City any land or build ing from making any campaign contribution to (a) a City elected official if the lease must be approved by that official, (b) a candidate for that City elective office, or (c) a committee controlled by that elected official or a candidate for that office, at any time from the submission of a proposal for the lease until the later of either the termination of negotiations for the lease or twelve (12) months after the date the City approves the lease. Tenant acknowledges that the foregoing restriction applies only if the lease or a combination or series of leases or other contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of one hundred thousand dollars ($100,000) or more. Tenant further acknowledges that (i) the prohibition on contributions applies to each member of Tenant’s board of directors, Tenant’s chief executive officer, chief financial officer and chief operating officer,; any person with an ownership interest of more than 10 percent (10%) in Tenant ; any subtenant listed in the lease; and any committee that is sponsored or controlled by Tenant; and (ii) within thirty (30) days of the submission of a proposal for the Lease, the City department with whom Tenant is leasing is obligated to submit to the Ethics Commission the parties to the lease and any subtenant. Additionally, Tenant certifies that it has informed each such person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for the lease, and has provided the names of the persons required to be informed to the City department with whom it is leasing.
29.17. Resource-Efficient City Buildings.
Tenant acknowledges that City has enacted San Francisco Environment Code Sections 700 to 713 relating to green building requirements for the design, construction, and operation of buildings owned or leased by City. Tenant will comply with all applicable provisions of those code sections.
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50 29.18. Food Service and Packaging Waste Reduction Ordinance.
Tenant will comply with and is bound by all of the provisions of the Food Service and Packaging Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including the remedies provided, and implementing guidelines and rules. The provisions of Chapter 16 are incorporated into this Lease by reference and made a part of this Lease as though fully set forth. This provision is a material term of this Lease. By entering into this Lease, Tenant agrees that if it breaches this provision, City will suffer actual damages that will be impractical or extremely difficult to determine. Without limiting City’s othe r rights and remedies, Tenant agrees that the sum of One Hundred Dollars ($100.00) for the first breach, Two Hundred Dollars ($200.00) for the second breach in the same year, and Five Hundred Dollars ($500.00) l for subsequent breaches in the same year is a reasonable estimate of the damage that City may incur based on the violation, established in light of the circumstances existing at the time this Lease was made. These amounts will not be considered a penalty, and do not limit City’s other rights and remedies available under this Lease, at law, or in equity.
29.19. San Francisco Packaged Water Ordinance.
Tenant will comply with San Francisco Environment Code Chapter 24 (“ Chapter 24”).
Tenant may not sell, provide, or otherwise distribute Packaged Water, as defined in Chapter 24 (including bottled water), in the performance of this Lease or on City property unless Tenant obtains a waiver from City’s Department of the Environment. If Tenant violates this requirement, City may exercise all remedies in this Lease and the Director of City’s Department of the Environment may impose administrative fines as set forth in Chapter 24.
29.20. Criminal History in Hiring and Employment Decisions. (a) Unless exempt, Tenant will comply with and be bound by all of the provisions of San Francisco Administrative Code Chapter 12T (Criminal History in Hiring and Employment Decisions), as amended from time to time (“Chapter 12T”), which are incorporated into this Lease as if fully set forth, with respect to applicants and employees of Tenant who would be or are performing work at the Premises.
(b) Tenant will incorporate by reference the provisions of Chapter 12T in all subleases of some or all of the Premises, and require all subtenants to comply with those provisions. Tenant’s failure to comply with the obligations in this subsection will constitute a material breach of this Lease.
(c) Tenant and subtenants may not inquire about, require disclosure of, or if the information is received base an Adverse Action on an applicant’s or potential applicant for employment, or employee’s: (i) Arrest not leading to a Conviction, unless the Arrest is undergoing an active pending criminal investigation or trial that has not yet been resolved; (ii) participation in or completion of a diversion or a deferral of judgment program; (iii) a Conviction t hat has been judicially dismissed, expunged, voided, invalidated, or otherwise rendered inoperative; (iv) a Conviction or any other adjudication in the juvenile justice system; (v) a Conviction that is more than seven years old, from the date of sentencing; or (vi) information pertaining to an offense other than a felony or misdemeanor, such as an infraction.
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51 (d) Tenant and subtenants may not inquire about or require applicants, potential a
pplicants for employment, or employees to disclose on any employment application the facts or details of any conviction history, unresolved arrest, or any matter identified in subsection (c) above. Tenant and subtenants may not require that disclosure or make any inquiry until either after the first live interview with the person, or after a conditional offer of employment. (e) Tenant and subtenants will state in all solicitations or advertisements for e
mployees that are reasonably likely to reach persons who are reasonably likely to seek employment with Tenant or subtenant at the Premises, that the Tenant or subtenant will consider for employment qualified applicants with criminal histories in a manner consistent with the requirements of Chapter 12T.
(f) Tenant and subtenants will post the notice prepared by the Office of Labor Standards Enforcement (“ OLSE”), available on OLSE’s website, in a conspicuous place at the Premises and at other workplaces within San Francisco where interviews for job opportunities at the Premises occur. The notice will be posted in English, Spanish, Chinese, and any language spoken by at least 5% of the employees at the Premises or other workplace at which it is posted. (g) Tenant and subtenants understand and agree that on any failure to comply with the requirements of Chapter 12T, City will have the right to pursue any rights or remedies available under Chapter 12T or this Lease, including a penalty of $50 for a second violation and $100 for a subsequent violation for each employee, applicant, or other person as to whom a violation occurred or continued, or termination of this Lease in whole or in part. (h) If Tenant has any questions about the applicability of Chapter 12T, it may contact City’s Real Estate Division for additional information. City’s Real Estate Division may consult with the Director of City’s Office of Contract Administration who may also grant a waiver, as set forth in Section 12T.8.
29.21. Vending Machines; Nutritional Standards.
Tenant may not install or permit any vending machine on the Premises without the prior wr
itten consent of the Director. Any permitted vending machine will comply with the food and beverage nutritional standards and calorie labeling requirements set forth in San Francisco Administrative Code Section 4.9- 1(c), as may be amended from time to time (the “Nutritional Standards Requirements”). Tenant will incorporate the Nutritional Standards Requirements into any contract for the installation of a vending machine on the Premises or for the supply of food and beverages to that vending machine. Failure to comply with the Nutritional Standards Requirements or to otherwise comply with this Section 29.21 will be a material breach of this Lease. Without limiting City’s other rights and remedies under this Lease, City will have the right to require the immediate removal of any vending machine on the Premises that is not permitted or that violates the Nutritional Standards Requirements.
29.22. All-Ge
nder Toilet Facilities.
If applicable, Tenant will comply with San Francisco Administrative Code Section 4.1-3 requiring at least one all -gender toilet facility on each floor of the Building where extensive renovations are made. An “all-gender toilet facility” means a toilet that is not restricted to use by persons of a specific sex or gender identity by means of signage, design, or the installation of DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
52 fixtures, and “extensive renovations” means any renovation where the construction cost exceeds 50% of the cost of providing the toilet facilities required by Administrative Code Section 4.1-3. If Tenant has any question about applicability or compliance, Tenant should contact the Director of the Department of Building Inspection for guidance.
29.23. Employee Signature Authorization Ordinance.
City has adopted an Employee Signature Authorization Ordinance (San Francisco Administrative Code Sections 23.50–23.56). That ordinance requires employers of employees in hotel or restaurant projects on public property with fifty (50) or more employees (whether full-time or part-time) to enter into a “card check” agreement with a labor union regarding the preference of employees to be represented by a labor union to act as their exclusive bargaining representative.
Tenant will comply with the requirements of the ordinance, if applicable, including any requirements in the ordinance with respect to its subtenants, licensees, and operators.
29.24. Tenant’s Compliance with City Business and Tax and Regulations Code.
Tenant acknowledges that under Section 6.10- 2 of the San Francisco Business and Tax Regulations Code, the City Treasurer and Tax Collector may require the withholding of payments to any vendor that is delinquent in the payment of any amounts that the vendor is required to pay the City under the San Francisco Business and Tax Regulations Code. If, under that authority, any payment City is required to make to Tenant under this Lease is withheld, then City will not be in breach or default under this Lease, and the Treasurer and Tax Collector will authorize release of any payments withheld under this paragraph to Tenant, without interest, late fees, penalties, or other charges, upon Tenant coming back into compliance with its San Francisco Business and Tax Regulations Code obligations.
29.25. Stormwater Flood Risk Disclosure.
Under San Francisco Police Code Article 51, property owners in San Francisco are required to disclose to transferees and prospective transferees (including tenants and prospective tenants) if the leased premises is susceptible to flooding in a 100-year storm, as shown on the San Francisco Public Utilities Commission’s 100- Year Storm Flood Risk Map. The Premises are at risk for flooding in a 100-year storm.
A 100-year storm event means a storm that has a 1% probability of occurring at a particular location in a given year. The 100- Year Storm Flood Risk Map shows only areas subject to flood risk in a 100-year storm event due to precipitation and related stormwater runoff. It does not show all areas of San Francisco that are subject to flood risk due to inundation, storm surge, high tides, stormwater systems blockages, or other causes of flooding, and should not be relied upon to provide a complete assessment of a property’s risk of flooding.
The 100- Year Storm Flood Risk Map may be found at
https://www.sfwater.org/index.aspx?page=1229 and is on file with the San Francisco Public Utilities Commission at 525 Golden Gate Avenue, San Francisco, CA 94102. For additional information pertaining to this disclosure and the 100-Year Storm Flood Risk Map, please contact the San Francisco Public Utilities Commission at [email protected] or (415) 695-7326.
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53 29.26. Consideration of Salary History.
In addition to Tenant's obligations as an employer under San Francisco Police Code Article 33J, Tenant must comply with San Francisco Administrative Code Chapter 12K. For each employment application to Tenant for work of eight (8) or more hours per week at the Premises, Tenant must not consider the applicant's current or past salary (a " Salary History") in deciding whether to hire the applicant or what salary to offer the applicant unless the applicant voluntarily discloses that Salary History without prompting. In addition, Tenant must not (a) ask those applicants about their Salary History, (b) refuse to hire, or otherwise disfavor, injure, or retaliate against applicants that do not disclose their Salary History, or (c) disclose a current or former employee's Salary History without that employee's authorization unless it is required by law, publicly available, or subject to a collective bargaining agreement.
Tenant is subject to the posting, enforcement, and penalty provisions in Chapter 12K.
Information about Chapter 12K is available on the w eb at https://sfgov.org/olse/consideration- salary-history.
29.27. Contractor Vaccination Policy.
Tenant will comply with the requirements of the 38th Supplement to Mayoral Proclamation Declaring the Existence of a Local Emergency (“ Emergency Declaration”), dated February 25, 2020, and the Contractor Vaccination Policy for City Contractors issued by the City Administrator (“Vaccination Policy”), as those documents may be amended from time to time. A copy of the Contractor Vaccination Policy can be found at https://sf.gov/confirm-vacci ne-status-your-
employees-and-subcontractors. Any undefined, initially-ca pitalized term used in this Section has the meaning given to that term in the Contractor Vaccination Policy.
A Contract as defined in the Emergency Declaration is an agreement between the City and any
other entity or individual and any subcontract under such agreement, where Covered Employees of the contractor or subcontrac tor work in -person with City employees at a facility owned, leased, or controlled by the City. A Contract includes such agreements currently in place or entered into during the term of the Emergency Declaration. A Contract does not include an agreement with a state or federal governmental entity or agreements that does not involve the City paying or receiving funds.
Tenant has read the Contractor Vaccination Policy. In accordance with the Emergency Declaration, if this Lease is (or becomes) a Contract as d efined in the Contractor Vaccination Policy, Tenant agrees that:
1. Tenant will identify its Covered Employees who are or will be at the Premises, and will inform them of the COVID -19 vaccination requirements stated in City’s Vaccination Policy and the Emergency Declaration.
2. Tenant will maintain a list of its Covered Employees by name and position, which list must not include the employees’ vaccination status. Tenant will update the list as needed to show all current Covered Employees, and Tenant will provide that list to City on request.
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54 3. Tenant will be responsible for determining the vaccination status of any Covered Employees working for any subtenant s under this Lease. Tenant will ensure that its covered subtenants submit required information to Tenant respecting their compliance with the Vaccination Policy.
4. Tenant previously submitted to City the Attestation Form confirming its compliance with the V accination Policy, including Attachment A thereto respecting any medical or religious vaccination exemptions granted to its Covered Employees. Tenant will submit an updated Attachment A if Tenant assigns a new Covered Employee to work in the Premises who is eligible for an exemption under the Vaccination Policy.
5. Tenant will coordinate with City to confirm that City can safely accommodate at the Premises any Covered Employee for whom Tenant has granted a medical or religious vaccination exemption, which may include ensuring that exempt employees who are accommodated comply with any required health and safety protocols.
29.28. GASB 87 Lease Accounting.
The Governmental Accounting Standards Board (“GASB”), an independent organization tha
t establishes accounting and financial reporting standards for U.S. state and local governments, issued Statement 87 to improve certain reporting and accounting practices. Upon City’s request, Tenant agrees to complete a GASB checklist together with any other reasonably required information, and provide the same to City in order to facilitate the City’s collection and evaluation of information for City’s financial reporting purpose.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, TE
NANT ACKNOWLEDGES AND AGREES THAT NO CITY OFFICER OR EMPLOYEE
HAS AUTHORITY TO COMMIT CITY TO THIS LEASE UNLESS AND UNTIL THE SFPUC
HAS DULY ADOPTED A RESOLUTION APPROVING THIS LEASE AND AUTHORIZING THE TRANSACTIONS CONTEMPLATED HEREBY. THEREFORE, ANY CITY
OBLIGATIONS OR LIABILITIES UNDER THIS LEASE ARE CONTINGENT ON
ADOPTION OF SUCH A RESOLUTION, AND THIS LEASE WILL BE NULL AND VOID IF THE SFPUC DOES NOT APPROVE THIS LEASE, AT ITS SOLE DISCRETION. APPROVAL
OF THIS LEASE BY ANY CITY EMPLOYEE OR AGENT WILL NOT BE DEEMED TO
IMPLY THAT A RESOLUTION WILL BE ENACTED, AND NO APPROVAL WILL CREATE ANY BINDING CITY OBLIGATIONS.
[SIGNATURES ON FOLLOWING PAGE]
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y and Tenant have executed this Lease as of the date first written above.
TENANT:
____________________________, a ____________
By: _________________________________
It
s: _________________________________
CITY:
CI
TY AND COUNTY OF SAN FRANCISCO,
a municipal corporation acting by and through its
PUBLIC UTILITIES COMMISSION
By: _________________________________
DE
NNIS J. HERRERA,
General Manager
San Francisco Public Utilities Commission
APPROVED AS TO FORM:
DAVID CHIU, City Attorney
By: _______________________________
Elizabeth A. Dietrich
D
eputy City Attorney
Authorized by
San Francisco Public Utilities Commission
Resolution No. ______________________
Adopted: ______________________
Date: ________________
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A-1
EXHIBIT A
SITE PLAN
CONSISTING OF 1 PAGE
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A-1-1
EXHIBIT A-1
BUILDING THIRD FLOOR PLAN AND PREMISES
CONSISTING OF 2 PAGES
Insert Floor Plans
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B-1
EXHIBIT B
NOTICE OF COMMENCEMENT DATE
Date
Ms. Rosanna Russell, Real Estate Director
Real Estate Services Division
San Francisco Public Utilities Commission
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
RE: Acknowledgement of Commencement Date, Lease Between ______________________ (Tenant), and the City and County of San Francisco (Landlor d), for the Premises located at 1550 Evans Avenue (SFPUC Lease # __________)
Dear Ms. Russell:
This letter will confirm that for all purposes of the Lease, the Commencement Date (as def
ined in Section 3.2 [Confirmation of Commencement Date and Expiration Date] of the Lease) is ______________, 20__.
Please acknowledge your acceptance of this letter b y si gning and returning a copy of this letter.
Sincerely,
_________________________________
By: ___________________________
Title: ___________________________
Accepted and Agreed:
By: __________________________
Rosanna S. Russell
Real Estate Director
Dated: ________________________
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EXHIBIT C
Common Meeting and Classrooms
Insert floor plan
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D-1
EXHIBIT D
STANDARD UTILITIES AND SERVICES
The standards set forth below describe the basic utilities and services presently in effect for the Building. City reserves the right to adopt any nondiscriminatory modifications and additions to the standards that do not materially impair Tenant’s rights under this Lease or Tenant’s use of the Premises. City will give Tenant reasonable advance notice, in accordance with the provisions of this Lease, of any material modifications and additions, which will be subject to Tenant’s reasonable approval.
Subject to the terms and conditions of this Lease, City will provide the following basic utilities and services:
A. Elevator .
Unattended automatic passenger elevator facilities serving the floor(s) on which the Premises are located, on a 24-hour a day, 7-day a week basis. Freight elevator service is available on reasonable advance written request, subject to rules and regulations established by City, including hours and days of usage.
B. Ventilation; Heating and Air -C onditioning. Ventilation, as shown on the Construction Plans, to the Premises, and air -conditioning and heating to the Premises in season, Monday through Friday, except holidays generally recognized in the City of San Francisco, from 7:00 a.m. to 5:00 p.m., and at the temperatures and in the amounts as City deems reasonably necessary, subject to applicable Legal Requirements. Tenant will not alter, adjust, tamper with, or in any manner affect the installations or facilities supplying climate control to the Building or the Premises.
B. Electricity. E
lectric current to the Premises on a 24 -hours a day, 7- days a week basis, in a quantity as reasonably determined by City to service the lighting as designed and normal fractional horsepower for office machines. If Tenant’s electrical installation or consumption exceeds the quantity described above, Tenant will reimburse City monthly for the additional consumption. Tenant will not connect any apparatus or device with wires, conduits, or pipes, or other means by which the services are supplied, for the purpose of using additional or extraordinary amounts of the services without City’s prior written consent. At all times, Tenant’s use of electric current may not exceed the capacity of feeders to the Building, circuits to the Premises or the risers or wiring installation, except as provided in working drawings to City.
C. Water .
Water available at points of supply in public areas for drinking and lavatory purposes only, as shown on the Construction Plans on a 24-hours a day, 7-days a week basis.
D. Refuse & Recycling . Te nant shall abide by all current and future composting, recycling and refuse rules established by City. Tenant shall establish a recycling and composting program within the Premises. Tenant shall establish and actively maintain a centrally located recycling area for the proper collection and City’s removal of such materials. Tenant will also pay City the cost of removal of any of Tenant’s extraordinary refuse, recycling, or rubbish.
E. Pest Con
trol. City at its cost, shall provide pest control as is typical for an office building. Tenant shall abide by all current and future pest control refuse rules established by City.
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Tenant will also pay City the cost of any additional pest control necessitated by Tenant’s use of the Premises.
F. Janitorial Service . Building Standard Janitorial Service to the Premises and Common Areas, only as provided below, on a f ive-day per week basis, Monday through Friday, except holidays generally recognized in the City of San Francisco, provided the Premises are kept reasonably in order by Tenant. Tenant will pay to City any cost incurred by City in excess of the services generally provided for other tenants in the Building.
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CITY’S RESPONSIBILITIES
SPECIFICATION OF SERVICES TO BE PERFORMED BY CITY - SCOPE OF WORK A. City shall furnish all labor, materials and equipment required to perform exterior and interior janitorial service five days a week, Monday through Friday, excluding holidays, at the above location in accordance with the specifications in the table below.
B. All services shall be performed during normal working hours.
C. Tenant shall make good faith efforts to assure Tenant and its invitees and agents avoid events that incur additional janitorial time or costs to the City.
Service Area Type and Frequency of Service
Building Entrance Daily, Monday thru Friday, except City Holidays:
Police grounds for garbage.
Main entrance and lobby glass doors,
door frames
Spot Clean weekly.
Corridors Dust and vacuum daily
Stairs Dust and sweep landings and staircases daily;
Dust hand railings and door frames – once a
month.
Building Signage and directories Spot Clean monthly.
Common Areas - Restrooms Daily, clean, sanitize, and service the restrooms following standard restroom cleaning procedures.
Replenish hand soap, paper towel, seat cover and
toilet tissue dispensers.
Common Areas - Other Daily
Empty trash/recycle/compost receptacles, from
designated containers.
Vacuum carpeted areas. Report carpet stains and
fraying to supervisors.
Report all lighting, mechanical and plumbing
problems and other deficiencies to the Engineer
or Building Manager (e.g. leaky faucets,
malfunctioning urinals or toilets, etc.).
Weekly:
Dust, and spot clean non -carpeted flooring
surfaces.
Dust and spot clean brightwork.
Monthly:
Wet mop and spot clean non- carpeted flooring
surfaces.
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Interior Premises Daily:
Vacuum carpeting
Remove refuse from designated refuse containers
Weekly:
Spot clean non-carpeted flooring surfaces.
Dust and spot clean brightwork.
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EXHIBIT E
RULES AND REGULATIONS
1. Tenant may not obstruct the sidewalks, halls, passages, exits, entrances, elevators, and stairways of the Building or use them for any purpose other than for ingress to and egress from the Premises. City retains the right to control and prevent access to the halls, passages, exits, entrances, elevators, Trash Collection Area and stairways that are not for the use of the general public, and City retains the right to control and prevent access of all persons whose presence in City’s judgment would be prejudi cial to the safety, character, reputation, and interests of the Building and its tenants, but that nothing in these Rules and Regulations may construed to prevent access to persons with whom Tenant normally deals in the ordinary course of its business, unless those persons are engaged in illegal activities.
Tenant may not go on the roof of the Building.
2. No sign, placard, picture, name, advertisement, or notice visible from the exterior of the Premises may be installed or displayed by Tenant on any part of the outside or inside of the Building without City’s prior written consent. At Tenant’s expense and without notice, City may remove any sign installed or displayed in violation of this rule. All approved signs or lettering on doors will be printed, painted, affixed, or inscribed at Tenant’s expense by a person approved by City, which approval will not be unreasonably withheld. Material visible from outside the Building will not be permitted.
3. The Premises and Common Areas may not be used by Tenant for lodging of any kind.
4. Tenant may not cook or permit cooking on the Premises, except that Tenant’s use of City pre-approved appliances such as Underwriters’ Laboratory- approved portable equipment for brewing coffee, tea, hot chocolate, and similar beverages is permitted if done in accordance with all applicable Legal Requirements.
5. Tenant will not employ any person or persons other than City’s janitor to clean the Premises, unless City otherwise agrees in writing. Except with City’s written consent, no person or persons other than those approved by City which approval may be conditioned on prior proof of appropriate insurance, will be permitted to enter the Building to clean the Premises or provide other services. Tenant will not cause any unnecessary labor beca use of Tenant’s carelessness or indifference in the preservation of good order and cleanliness and will follow all instructions for the disposal of refuse.
6. Tenant will not employ any person or persons other than City’s maintenance staff to repair the Premises unless City otherwise agrees in writing which approval may be conditioned on prior proof of appropriate insurance. Except with City’s written consent, no person or persons other than those approved by City will be permitted to enter the Building for a ny addition, alteration, or repair of the Premises. Tenant will not cause any unnecessary labor because of Tenant’s carelessness or indifference in the preservation of good order and appropriate use of Building Systems.
7. City will furnish Tenant with two (2) initial keys to the Premises, free of charge. City may make a reasonable charge for additional keys and for having locks changed. Tenant will not make or have made additional keys without City’s prior written consent, which consent DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
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will not be unreasonably withheld or delayed. Tenant will not alter any lock or install any new or additional locking devices without City’s prior written consent. All locks installed in the Premises, excluding Tenant’s vaults and safes, or special security areas (which wi ll be designated by Tenant in a written notice to City), will be keyed to the Building master key system. City may make reasonable charge for any additional lock or any bolt (including labor) installed on any door of the Premises. Tenant, on the termination of its tenancy, will deliver to City all keys to doors in the Premises. If Tenant loses any keys, Tenant will pay City for the cost of re-keying the Premises and, if necessary, the Building.
8. Tenant will schedule with City, by written notice given no less than five (5) business days in advance, its move into or out of the Building. Moving may occur only on weekend days unless otherwise permitted by City. Tenant will reimburse City on demand for any additional security or other charges incurred by City as a consequence of Tenant’s moving.
The persons employed by Tenant to move equipment or other items in or out of the Building shall provide Insurance in advance, acceptable to City naming City as an Additional Insured
9. All loading and unloading of merchandise, supplies, materials, garbage, and refuse will be through the doors and at the times as City may designate. For deliveries to the Building, Tenant may not obstruct or permit the obstruction of the Common Areas, and at no time may Tenant park vehicles in the loading or parking areas except for immediate loading and unloading purposes.
10. Tenant shall be responsible for adequately protecting the floors, corners, and corridor walls used in the delivery or moving of merchandise, equipment, materials, supplies, furniture, or other items brought into or out of the Building. Tenant will only use hand-trucks in the Premises or the Common Areas of the Building that are equipped with rubber tires and side guards. No vehicles of any kind may be brought by Tenant into the Building or kept in or about the Premises. If considered necessary by City, City may require floor protection of a thickness necessary to properly distribute the weight of the objects. City will not be responsible for loss of or damage to any of Tenant’s property from any cause. All damage done to the Building by any delivery or moving Tenant’s property or merchandise will be repaired at the expense of Tenant.
11. Tenant may not use or keep in the Premises or the Building any kerosene, gasoline, or flammable, combustible, or noxious fluid or materials or use any method of heating or air conditioning other than those limited quantities necessary for the operation and maintenance of normal office equipment. Tenant will not use, keep, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to City or other occupants of the Building because of noise, odors, and/or vibrations, or interfere in any way with other tenants or those having business in the Building.
12. City reserves the right to exclude from the Building between the hours of 6 p.m. and 8 a.m. and at all hours on Saturdays, Sundays, and legal holidays all persons who do not present a pass to the Building signed by City and properly in the possession of the person presenting the pass. City will furnish passes to persons as requested by Tenant in writing. Tenant will be responsible for all persons for whom it requests passes and will be liable to City for all acts of those persons. City will in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In the case of invasion, DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
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mob, riot, public excitement, or other circumstances rendering action advisable in City’s opinion, City reserves the right to prevent access to the Building by any action as City may deem appropriate, including closing any doors in the Building.
13. The directory of the Building will be provided for the display of the name and location of tenants. City reserves the right to exclude any names from the directory. City must approve any additional name that Tenant desires to place on the directory and, if so approved, a charge will be made for each name.
14. Tenant may not cut or bore holes for wires in the partitions, woodwork, or plaster of the Premises. Tenant may not affix any floor covering to the floor of the Premises in any manner except as approved by City.
15. No curtains, draperies, blinds, shutters, shades, screens, or other coverings, hangings or decorations may be attached to, hung or placed in, or used in connection with any window of the Building without City’s prior written consent.
16. Tenant will ensure that the doors of the Premises are closed and locked and that all water faucets, water apparatus, and utilities are shut off before Tenant leaves the Premises each day, to prevent waste or damage. For any Tenant default or carelessness, Tenant will pay for, repair, or otherwise compensate for all injuries and damages sustained by other tenants or occupants of the Building or City. On multiple-tenancy floors, all tenants will keep the doors to the Building corridors closed at all times except for ingress and egress, and all tenants. Tenant will at all times comply with any rules or orders of the fire department with respect to ingress and egress.
17. The toilet rooms, toilets, urinals, wash bowls, and other apparatus may not be used for any purpose other than that for which they were constructed, no foreign substance of any kind whatsoever may be deposited in them. The expense of any breakage, stoppage, or damage resulting in any violation of this rule will be borne by Tenant.
18. Except with City’s prior written consent, Tenant may not store, sell, or permit the sale from the Premises of, or use or permit the use of any sidewalk or Common Areas for the sale of, newspapers, magazines, periodicals, theater tickets, or any other goods or merchandise.
Tenant may not carry on, or permit, or allow any employee or other person to carry on, any business in or from the Premises or any other portion of the Building for the service or accommodation of occupants, and the Premises may not be used for manufacturing of any kind, or for any business or activity other than that specifically provided for in Tenant’s lease.
19. Tenant may not install any radio or television antenna, loudspeaker, or other device on or about the roof area or exterior walls of the Building or in the Common Areas. Tenant will not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.
20. Tenant will store all its trash and garbage within the Premises until it is removed to the location in the Trash Collection Area. No material may be placed in the Common Area trash boxes or receptacles if the material is of a nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the City DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
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of San Francisco without being in violation of any Legal Requirements governing its disposal.
21. Canvassing, soliciting, peddling, or distribution of handbil ls or any other written material in the Building is prohibited and Tenant will cooperate to prevent the forgoing.
22. Upon City’s request (which request need not be in writing), Tenant will immediately reduce its lighting and equipment for temporary periods designated by City, when required in City’s judgment to prevent overloads of the mechanical or electrical systems of the Building.
23. City reserves the right to select the name of the Building and change of name as it deems appropriate from time to time, and Tenant will not refer to the Building by any name other than (a) the name as selected by City (as the same may be changed from time to time), or (b) the postal address approved by the United States Post Office. Tenant will not use the name of the Building in any respect other than as an address of its operation in the Building without City’s prior written consent.
24. Tenant assumes all responsibility for protecting its Premises from theft, robbery, and pilferage, and damage which includes keeping doors locked and other means of entry closed.
25. No vending machine may be maintained or operated within the Premises or the Building without City’s prior written consent.
26. All incoming mail and package deliveries will be received at the area in the Building designated by City for that purposes and distributed through means established by City.
No messenger or other delivery personnel will be permitted to enter any area of the Building other than the area designated by City for the pick-up and receipt of deliveries.
27. City reserves the right to exclude or expel from the Building any person who is, in City’s judgment, intoxicated or under the influence of alcohol or other drug or who is in violation of any of the Rules or Regulations of the Building.
28. No animal or bird is permitted in the Premises or the Building, except for service animals when in the company of their masters.
29. The requirements of Tenant will be attended to only on request received by telephone or writing or in person at the management office of the Building. City employees will not perform any work or do anything outside of their regular duties unless under special instructions from City.
30. City may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no waiver by City may be construed as a waiver of these Rules and Regulations in favor of any other tenant or tenants or prevent City from later enforcing any Rules and Regulations against any or all of the tenants of the Building.
31. Wherever the word “Tenant” occurs in these Rules and Regulations, it means Tenant’s associates, agents, clerks, employees, and visitors. Wherever the word “City” occurs in DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
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these Rules and Regulations, it means City’s assigns, agents, officers, employees, and visitors.
32. These Rules and Regulations are in addition to and will not be construed in any way to modify, alter, or amend, in whole or part, the terms, covenants, agreements, and conditions of any lease of premises in the Building.
33. City reserves the right to make other and reasonable rules and regulations as in its judgment may from time to time be needed for the safety, care, and cleanliness of the Building, and for the preservation of good order.
34. Tenant will be responsible for the observance of all the Rules and Regulations by Tenant’s employees, agents, clients, customers, invitees, and guests.
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EXHIBIT F
FIRST SOURCE HIRING AGREEMENT
Form B: First Source Hiring Agreement
For Tenant/Concessionaire/Franchisee/Easement Holder of City Property This First Source Hiring Agreement (this “ Agreement”), is made as of , by and between (“Tenant”), and the First Source Hiring Administration, (“ FSHA”), collectively the “Parties”:
RECITALS
WHEREAS, Tenant plans to occupy the property owned or controlled by the City and County of San Fra ncisco (“City ”) at 1550 Evans Avenue in San Francisco, California (“Premises”) under a lease between Tenant and City dated [insert date of Lease] (“Lease”), which requires a First Source Hiring Agreement between Tenant and FSHA; and, WHEREAS, as a material par t of the consideration given by Tenant under the Lease, Tenant has agreed to execute this Agreement and the First Source Employer’s Projection of Entry- Level Positions form attached to this Agreement as Exhibit A (“Projection Form”) and participate in the Workforce System managed by the Office of Economic and Workforce Development (“OEWD”) as established by the City and County of San Francisco under Chapter 83 of the San Francisco Administrative Code (“Chapter 83”); and
WHEREAS, Te nant is required to provide notice of the requirements of Chapter 83 in leases, subleases and other occupancy contracts for use of the Premises; NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Parties covenant and agree as follows:
1. DEFINITIONS
For purposes of this Agreement, initially capitalized terms are defined as follows:
(a) Entry Level Position : Any non- managerial position that requires no education above a high school diploma or certified equivalency, and less than two (2) years training or specific preparation, and will include temporary, permanent, trainee and intern positions.
(b) Workforce System: The First Source Hiring Administrator established by the City and managed by OEWD.
(c) Referral: A member of the Workforce System who has been identified by OEWD as having the appropriate training, background and skill sets for a Tenant specified Entry Level Position.
2. OEWD WORKFORCE SYSTEM PARTICIPATION
(a) Tenant will notify OEWD’s Business Team of every available Entry Level Position and provide OEWD 10 business days to recruit and refer qualified candidates before advertising such position to the general public. Tenant will provide feedback including but not limited to job seekers interviewed, including name, position title, DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
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starting salary and employment start date of those individuals hired by the Tenant no later than 10 business days after date of interview or hire. Te nant will also provide feedback on reasons as to why referrals were not hired. Tenant will have the sole discretion to interview any Referral by OEWD and will inform OEWD’s Business Team why specific persons referred were not interviewed. Hiring decisions will be entirely at the discretion of Tenant. (b) This Agreement will be in full force and effect throughout the term of the Lease.
3. GOOD FAITH EFFORT TO COMPLY WITH ITS OBLIGATIONS UNDER THIS LEASE
Tenant will make good faith efforts to comply with its obligations under this Agreement.
Determination of good faith efforts will be based on all of the following:
(a) Tenant will execute and deliver this Agreement and the Projection Form to OEWD upon entering into the Lease. Tenant will also accurately complete and submit the Projection Form annually to reflect employment conditions. (b) Tenant agrees to register with OEWD’s Referral Tracking System, upon execution of this Agreement.
(c) Tenant will notify OEWD’s Business Services Team of all available Entry Level Positions 10 business days before posting with the general public. The Tenant must identify a single point of contact responsible for communicating Entry- Level Positions and take active steps to ensure continuous communication with OEWD’s Business Services Team.
(d) If Tenant’s operations create Entry Level Positions, Tenant will use good faith efforts to meet the hiring goals established by the FSHA for filling open Entry Level Positions with First Source referrals. Specific hiring decisions will be the sole discretion of the Tenant.
(e) Nothing in this Agreement will be interpreted to prohibit the continuation of existing workforce training agreements or to interfere with consent decre es, collective bargaining agreements, or existing employment contracts. In the event of a conflict between this Agreement and an existing agreement, the terms of the existing agreement will supersede this Agreement.
Tenant’s failure to meet the criteria set forth in this Section 3 does not impute “bad faith”
and will trigger a review of the referral process and compliance with this Agreement. Failure and noncompliance with this Agreement will result in penalties as defined in Chapter 83, Tenant agrees to review Chapter 83, and execution of this Agreement denotes that Tenant agrees to its terms and conditions.
4. NOTICE
A
ll notices to be given under this Agreement will be in writing and sent via mail or email as follows:
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ATTN: Business Services, Office of Economic and Workforce Development 1 South Van Ness Avenue, 5th Floor
San Francisco, CA 94103
Email: [email protected]
5. MISCELLANEOUS
This Agreement contains the entire agreement between the parties as to the subject matter hereof and will not be modified in any manner except by an instrument in writing executed by the parties or their respective successors. If any term or provision of this Agreement will be held invalid or unenforceable, the remainder of this Agreement will not be affected. If this Agreement is executed in one or more counterparts, each will be deemed an original and all, taken together, will constitute one and the same instrument. This Agreement will inure to the benefit of and will be binding upon the parties to this Agreement and their respective heirs, successors and assigns. If there is more than one person comprising Tenant, their obligations will be joint and several.
Section titles and captions contained in this Agreement are inserted as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions. This Agreement will be governed and construed by laws of the State of California.
IN WITNESS WHEREOF, the following have executed this Agreement as of the date set forth above.
Signature: _________________________________
Name: _________________________________
Company: _________________________________
Address: _________________________________
_________________________________
Phone: _________________________________
Email: _________________________________
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CITY AND COUNTY OF SAN FRANCISCO
OFFICE OF ECONOMIC AND WORKFORCE
DEVELOPMENT
FIRST SOURCE HIRING
PROGRAM
WORKFORCE PROJECTIONS FORM
EXHIBIT A – WORKFORCE PROJECTIONS
FOR BUSINESS, COMMERCIAL, OPERATION AND LEASE OCCUPANCY Business
Name: Phone:
Main
Contact: Email:
Signature of authorized representative* Date
*By signing this form, the Tenant agrees to participate in the Workforce System managed by the Office of Economic and Workforce Development (OEWD) and comply with the provisions of its First Source Hiring Agreement under San Francisco Administrative Code Chapter 83.
Instructions:
• Upon entering into leases for the commercial space of the building, the Tenant must subm
it to OEWD, a signed First Source Agreement, including its signature to Exhibit A thereto. Tenant will also complete and submit Exhibit A annually to reflect employment conditions.
• The employer must notify the First Source Hiring Program (Contact Info below) If an Ent
ry Level Position becomes available.
Section 1: Select your Industry
Section 2: Describe Primary Business Activity
Section 3: Provide information on all Entry Level Positions Auto Repair Entertainment Personal Services
Business Services Elder Care Professionals
Consulting Financial
Services Real Estate
Construction Healthcare Retail
Government
Contract Insurance Security
Education Manufacturing Wholesale
Food and Drink I don’t see my industry (Please Describe) ________________________________
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Entry-Level Position
Title
Job Description
Number
of New
Hires
Projected
Hiring
Date
Please email, fax, or mail this form SIGNED to:
ATTN: Business Services
Office of Economic and Workforce Development
1 South Van Ness Avenue, 5th Floor
San Francisco, CA 94103
Tel: 415-701-4848
Fax: 415-701-4897
email to: [email protected]
Website: www.workforcedevelopmentsf.org
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EXHIBIT G
FORMS OF ESTOPPEL CERTIFICATES
LANDLORD ESTOPPEL CERTIFICATE
[ADDRESS]
Re: Lease, dated ____________, 20__ (“Lease”), by and between City and County of San Francisco, a municipal corporation, acting by and through its Public Utilities Commission (“City”), as landlord, and ______________________, a ___________ (“Tenant”), as tenant, relating to certain property located in the County of ____________, California (“Premises”)
Ladies and Gentlemen:
The undersigned hereby confirms, represents and warrants to Tenant that:
1. Attached is a true and correct copy of the Lease;
2. The Expiration Date of the Lease is _____________________;
3. The Lease is in full force and effect and, except as shown in the attachments to this Certificate, has not been assigned, modified, supplemented, or amended in any way;
4. The Lease represents the entire agreement between Tenant and City with respect to the Premises;
5. To City’s knowledge, on this date, there are no known defaults under this Lease and no event has occurred, which with the giving of notice, the passage of time, or both, would constitute a default by City or Tenant under the Lease [except as set forth in Schedule A attached to this Certificate];
6 All rent amounts due and owing to date have been paid, and no rental, other than for the current month, has been paid in advance [except as set forth in Schedule A to this Certificate];
7. The undersigned executing this estoppel certificate represents and warrants that he or she is duly authorized to execute this certificate on behalf of City.
The truth and accuracy of the certifications contained in this Certificate may be relied upon by Tenant and the addressee set forth above, and their successors and assigns.
Very truly yours
CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation, acting through its Public
Utilities Commission
By: ________________________________
Name:
Title:
Date: ________________________________
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TENANT ESTOPPEL CERTIFICATE
[ADDRESS]
Re: Lease, dated ____________, 20__ (“Lease”), by and between City and County of San Francisco, a municipal corporation, acting by and through its Public Utilities Commission (“ City”), as landlord, and ______________________, a ___________ (“Tenant”), as tenant, relating to certain property located in _______ County, California (“Premises”)
Ladies and Gentlemen:
The undersigned hereby confirms, represents and warrants to City that:
1. Attached is a true and correct copy of the Lease;
2. Tenant has accepted possession of the Premises under the Lease;
3. [Under S ection 3.2 [Confirmation of Commencement Date and Expiration Date] of the Lease, the Commencement Date of the Lease is and] [T]he current Expiration Date of the Lease is _____________________;
4. The Lease is i
n full force and effect and, except as shown in the attachments to this Certificate, has not been assigned, modified, supplemented, or amended in any way;
5. The Lease represents the entire agreement between Tenant and City with respect to the Premises;
6. To Tenant’s knowledge, on this date, there are no known defaults under this Lease and no event has occurred, which with the giving of notice, the passage of time, or both, would constitute a default by City or Tenant under the Lease [except as set forth in Schedule A attached to this Certificate];
7 All rent amounts due and owing to date have been paid, and no rental, other than for the current month, has been paid in advance [except as set forth in Schedule A to this Certificate]; and
8. The undersigned executing this estoppel certificate represents and warrants that he or she is duly authorized to execute this certificate on behalf of Tenant.
The truth and accuracy of the certifications contained in this Certificate may be relied upon by City and the addressee set forth above, and their successors and assigns.
Very truly yours
[SIGNATURE BLOCK FOR TENANT]
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EXHIBIT H
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EXHIBIT H
TENANT’S REPORTING FORM
Organization
Organization Name
Reporting Period
Point of Contact: Name
Point of Contact: Title
Point of Contact: Phone Number
Point of Contact: Email Address
Programs
DESCRIPTION Program 1 Program 2 Program
3 Program
4 Program 5
Name of Program
Categories of Service (Categories below)
Priority Population Served (Categories
below)
Program Description
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Program Impact (Qualitative/Narrative -
describe program goals, challenges, best
practices, share a client success story etc.)
Program Website
SEE CATEGORIES BELOW
Categories of Service Priority Populations
Financial Empowerment English Language Learners
Economic Development Low Income
Jobs, Internships and Training Credit Deficient
Community Stabilization Active or Formerly Justice-Involved Individuals Health and Wellness Active or Former Foster Care Youth
Family, Youth and Senior Services Unhoused or Formerly Unhoused Enviromental Education HOPE SF Residents
Arts Programming Individuals with Disability
Long-term Unemployed (age 25 and older)
Public Benefits Recipients
Public Housing Residents
Employed
Underemployed (age 25 and older)
Unemployed
Women and Gender Minorities
Veterans (age 25 and older)
Data Unknown or Unavailable.
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Demographics
(enter the value (#) for each program)
CATEGORY Key Performance Indicator (KPI) Name of Program 1 Name of Program 2 Name of Program 3 Gender Identity
(only for program
clients age 12 and
older)
Female
Male
Trans Male
Trans Female
Genderqueer or Gender Non-binary
Not listed, specified
Declined to state
Data Unknown or Unavailable
TOTAL
Age
(for all program
clients)
Youth (17 and under)
TAY (age 18 to 24)
Adults (age 25 to 54)
Older Adults (age 55 and over)
Declined to state
Data Unknown or Unavailable
TOTAL
Race and Ethnicity
(for all program
clients)
American Indian or Alaska Native, alone
Asian, alone
Black or African-American, alone
Hispanic, Latino, or Spanish
Middle Eastern or North African, alone
Native Hawaiian or Other Pacific Islander,
alone
White, alone
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Other Race, alone
Two or More Races
Declined to state
Data Unknown or Unavailable
TOTAL
Residence
(for all program
clients)
Zip Code 94016
Zip Code 94102
Zip Code 94103
Zip Code 94104
Zip Code 94105
Zip Code 94107
Zip Code 94108
Zip Code 94109
Zip Code 94110
Zip Code 94111
Zip Code 94112
Zip Code 94114
Zip Code 94115
Zip Code 94116
Zip Code 94117
Zip Code 94118
Zip Code 94119
Zip Code 94120
Zip Code 94121
Zip Code 94122
Zip Code 94123
Zip Code 94124
Zip Code 94125
Zip Code 94126
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Zip Code 94127
Zip Code 94129
Zip Code 94130
Zip Code 94131
Zip Code 94132
Zip Code 94133
Zip Code 94134
Zip Code 94137
Zip Code 94139
Zip Code 94140
Zip Code 94141
Zip Code 94142
Zip Code 94143
Zip Code 94144
Zip Code 94145
Zip Code 94146
Zip Code 94147
Zip Code 94151
Zip Code 94153
Zip Code 94154
Zip Code 94156
Zip Code 94158
Zip Code 94159
Zip Code 94160
Zip Code 94161
Zip Code 94162
Zip Code 94163
Zip Code 94164
Zip Code 94171
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
H-6
Zip Code 94172
Zip Code 94177
Zip Code 94188
Zip Code other SF
Outside of San Francisco Resident
Declined to state
Data Unknown or Unavailable
TOTAL
Workforce
(enter the value (#) for each program)
CATEGORY Key Performance Indicator (KPI) Name of Program 1 Name of Program 2 Name of Program 3 School Enrollment - at
time of program entry Not in School
(for applicable
program clients) In Middle School
In High School
In GED Program
In Vocational Education Program
In Postsecondary Institution
Declined to state
Data Unknown or Unavailable
TOTAL
Educational
Attainment -
post program
completion
Less than High School Equivalent
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
H-7
(for applicable
program clients) High School Graduate (or equivalency)
Some College, no degree
Associate's Degree
Bachelor's Degree
Graduate Degree
Declined to state
Data Unknown or Unavailable
TOTAL
Training Completion
and Industry Enrolled in English Language Service(s)
(for applicable
program clients) Completed Basic Skills Training Completed Job Readiness Training
Completed Training, Other (Not Voc. or Occ.)
INDUSTRY of Completed Vocational and/or
Occupational Skills Training
Accommodation and Food Services
Administrative and Support and
Waste Services
Arts, Entertainment, and Recreation
Construction
Crop and Animal Production
Educational Services
Finance and Insurance
Government
Health Care and Social Assistance
Information
Management of Companies and
Enterprises
Manufacturing
Mining, Quarrying, and Oil and
Gas Extraction
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
H-8
Other Services (except Public
Administration)
Professional, Scientific, and
Technical Services
Real Estate and Rental and Leasing
Retail Trade
Transportation and Warehousing
Utilities
Wholesale Trade
Other, Non-Specified
Data Unknown or Unavailable
TOTAL
Employment
Placements and
Industry
Unsubsidized Job Placements
(for applicable
program clients) Subsidized Job Placements INDUSTRY of Employment Placements
Accommodation and Food Services
Administrative and Support and
Waste Services
Arts, Entertainment, and Recreation
Construction
Crop and Animal Production
Educational Services
Finance and Insurance
Government
Health Care and Social Assistance
Information
Management of Companies and
Enterprises
Manufacturing
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
H-9
Mining, Quarrying, and Oil and
Gas Extraction
Other Services (except Public
Administration)
Professional, Scientific, and
Technical Services
Real Estate and Rental and Leasing
Retail Trade
Transportation and Warehousing
Utilities
Wholesale Trade
Data Unknown or Unavailable
TOTAL
Individual
Employment Earnings
Pre-Program (i.e.
taxable wages at
program intake)
Average Hourly Employment Earnings ($)
(Total Amount ($) of Hourly Earnings of
Clients/ Total # of Clients with Data
Available)
(only for applicable
program clients
age 18 and older)
# of Clients with Data Available
# of Clients with Data Unavailable
Individual
Employment
Earnings, Post-
Program (i.e. taxable
wages post program,
at job placement etc.)
Average Hourly Employment Earnings ($)
(Total Amount ($) of Hourly Earnings of
Clients/ Total # of Clients with Data
Available)
(only for applicable
program clients
age 18 and older)
# of Clients with Data Available
# of Clients with Data Unavailable
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
H-10
Employment
Retention Clients employed 1 month after program
exit (regardless if different position or
employer).
(for applicable
program clients)
Clients employed 3 months after program
exit (regardless if different position or
employer).
Clients employed 6 months after program
exit (regardless if different position or
employer)
Clients employed 12 months after program
exit (regardless if different position or
employer).
Clients employed 18 months after program
exit (regardless if different position or
employer).
Clients employed 24 months after program
exit (regardless if different position or
employer).
# of Clients with Data Available
# of Clients with Data Unavailable
Education
(enter the value (#,$, or%)) for each applicable program)
CATEGORY Key Performance Indicator (KPI) Name of Program 1 Name of Program 2 Name of Program 3 Student Achievement Percentile of our grade level cohorts scoring fair on standardized tests for Math
Percentage increase or decrease from prior
school year's percentile of the grade level
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
H-11
cohorts scoring fair on standardized tests for
Math
Percentile of our grade level cohorts scoring
fair on standardized tests for English
Percentage increase or decrease from prior
school year's percentile of the grade level
cohorts scoring fair on standardized tests for
English
The percentage of students who met or
exceeded a school district-defined level of
proficiency on the most recent Mathematics
benchmark test.
The percentage of students who met or
exceeded a school district-defined level of
proficiency on the most recent Literacy
benchmark test.
Discipline Referrals The percentage of currently enrolled students who have committed a disciplinary infraction
during the current school year.
Number of students re-enrolled after taking a
restorative disciplinary break and successfully
completed the academic semester
Number of students referred to other
programs and/or services for support in
managing disciplinary issues
Program, organization, and/or service that
student was referred to
Attendance and
Enrollment Rates Average daily attendance
Limited English Proficiency (% enrollment)
Graduation Rates Percent of students on track to graduate during reporting period
Percent of students who successfully graduate
during reporting period
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
H-12
Percent of youth who applied and enrolled
successfully to college (JC, UC, and CSU)
Number of youth receiving financial assistance
Total dollar amount of application fee
financial assistance
Percent of youth receiving barrier removal
and wrap around support assistance received
Referrals:
CATEGORY Key Performance Indicator (KPI) Number of Participants Referred
Name(s) of Organization(s)
Referred To (Optional)
Tenant Referrals Referred to services provided by other tenant partners
Other Service
Referrals
Referred to services providing assistance around
Food insecurity
Referred to services providing assistance around
Housing
Referred to services providing assistance around
Health and Wellness: Therapy, Behavior Health
Service, Health Education, Health Services, STI
treatment, Birth Control options and Pregnancy
Referred to a priority service as specified in the
Lease Agreement: Financial Empowerment, Economic
Development, Jobs, Internships and Training,
Community Stabilization, Youth Programming, Senior
Services, Enviromental Education, Arts Programming
Received re-entry guidance provided with resources
to aide them towards a path to becoming a
productive contributor in San Francisco
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
H-13
Counseling
Services
Number of referrals made to the Therapist of the
Da
y by staff as well another staff from on-site CBOs
Number of youth in counseling who are referred to
internal or external Youth Development, Employment,
or Housing Services
Events:
CATEGORY Key Performance Indicator (KPI) Number of Participants Referred Name(s) of Organization(s) Referred To (Optional)
Tenant Referrals Referred to services provided by other tenant partners
Other Service
Referrals
Referred to services providing assistance around
Food insecurity
Referred to services providing assistance around
Housing
Referred to services providing assistance around
Health and Wellness: Therapy, Behavior Health
Service, Health Education, Health Services, STI
treatment, Birth Control options and Pregnancy
Referred to a priority service as specified in the
Lease Agreement: Financial Empowerment, Economic
Development, Jobs, Internships and Training,
Community Stabilization, Youth Programming, Senior
Services, Enviromental Education, Arts Programming
Received re-entry guidance provided with resources
to aide them towards a path to becoming a
productive contributor in San Francisco
Counseling
Services
Number of referrals made to the Therapist of the
Da
y by staff as well another staff from on-site CBOs
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
H-14
Number of youth in counseling who are referred to
internal or external Youth Development, Employment,
or Housing Services
The above is true and correct, ______________________________ Tenant
_______________________________________________________________________
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
I-1
EXHIBIT I
DISABILITY ACCESS OBLIGATIONS UNDER
SAN FRANCISCO ADMINISTRATIVE CODE CHAPTER 38
Before you, as the Tenant, enter into a lease with us, the Landlord, for portions of 1550 Evans Avenue, San Francisco, California (“Property"), please b e aware of the following important information about the lease:
You May Be Held Liable for Disability Access Violations on the Property. Even though you are not the owner of the Property, you, as the tenant, as well as the Property owner, may still be subject to legal and financial liabilities if the leased Property does not comply with applicable Federal and State disability access laws. You may wish to consult with an attorney prior to entering this lease to make sure that you understand your obligations under Federal and State disability access laws. The Landlord must provide you with a copy of the Small Business Commission Access Infor mation Notice under Section 38.6 of the Administrative Code in your requested language. For more information about disability access laws applicable to small businesses, you may wish to visit the website of the San Francisco Office of Small Business or call 415-554-6134.
The Lease Must Specify Who Is Responsible for Making Any Required Disability Access Improvements to the Property. Under City law, the lease must include a provision in which you, the Tenant, and the Landlord agree upon your respective obligations and liabilities for making and paying for required disability access improvements on the leased Property. The lease must also require you and the Landlord to use reasonable efforts to notify each other if they make alterations to the leased Property that might impact accessibility under federal and state disability access laws.
You may wish to review those provisions with your attorney prior to entering this lease to make sure that you understand your obligations under the lease.
By signing below, I confirm that I have read and understood this Disability Access Obligations Notice.
Signed: ____________________, Tenant
Signed: ____________________, Landlord
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
I-1
EXHIBIT J
INTERNET USAGE RULES AND REGULATIONS
The Building is equipped with limited Wi-Fi capabilities managed by a third-party contractor. All usage of the at the Building shall be in accordance with the Children’s Internet Protection Act (Open external link) (“CIPA”) which generally limits content over the internet, which among other items, is inappropriate for minors. Tenants are subject to the same standards expected in a library or professional workplace regarding internet use. Internet access is provided solely for the Tenant's use in the conduct of its Permitted Use as defined in Section 5.1 of the Lease (Permitted Use) and the occasional and required use by the recipient of Tenant’s services.
Tenant will faithfully comply with both these City’s rules and regulations which the City and CIPA (together “Internet Usage Rules and Regulations”) may amend from time to time. Failure to comply with the Internet Usage Rules and Regulations shall be a default under the Lease. City and its third-party contractor shall have the right to take all actions to terminate Tenant’s internet access immediately.
City and its third-party contractor will not be responsible for the non- performance of the Internet Usage Rules and Regulations by any other tenant or occupant of the Building. City and its third- party contractor will not be responsible for any outages or interruptions in internet service. City and its third party contractor make no guarantee about the quality of the services provided and is not responsible for any claims, losses, damages, costs, or other obligations arising from the use of the Building’s internet service, network, or accounts. City and its third- party contractor shall not be responsible for the accuracy or quality of the information obtained through Tenant access to the Building’s internet services. Any statement accessible on the computer network or the internet is understood to be the author's individual point of view and not that of the City and i ts third-party contractor, affiliates, or employees.
1. Tenant shall be limited to twenty five (25) gigs of usage per month. Usage above this amount shall be at City’s option and may be at Tenant’s additional cost to be reasonably determined by City.
2. Tenant shall be solely responsible for the cost of connecting to the Building’s internet systems.
3. Tenant shall not share passwords or allow anyone other than Tenant’s employees to access the Building’s internet systems. Personal use of the Building’s internet systems, such as streaming movies, is strictly prohibited.
4. Tenant shall be responsible for the costs to correct, repair, or restore the Building’s internet systems caused by Tenant’s downloading of malware, including ransomware.
5. Tenant shall not use the internet connections for nefarious purposes nor access to offensive materials, including but not limited to pornography, obscene material, and other material that may be harmful to minors. City may also block or filter other DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
I-2
content deemed inappropriate, lacking educational or work- related content, or posing a threat to the network.
6. Tenant shall not use any website, application, or methods to bypass network filtering or perform any other unlawful activities.
7. City, in the enforcement of the Internet Usage Rules and Regulations, reserves the right to monitor Tenant’s online activities and reserves the right to access, review, copy, store, or delete any electronic communications or files. Tenant shall have no right to privacy while using the Building’s int ernet systems--including emails, cookies, and internet history.
8. City reserves the right to disclose any electronic activity, including electronic communications, to law enforcement officials or third parties, as appropriate and consistent with applicable law. City will fully cooperate with local, state, or federal officials in any lawful investigation concerning or relating to any illegal activities conducted through the Building’s internet systems.
9. Tenant may not engage in any of the activities prohibited by this policy when using or accessing the Building’s internet systems. If Tenant is uncertain whether the behavior is prohibited, they should contact SECC staff.
10. City reserves the right to take immediate action regarding activities that (1) create security and/or safety issues for the SECC staff, visitors, tenant partners, SECC network or computer resources, or (2) expends internet capacity on content SECC determines lacks legitimate purpose towards SECC mission and values, or (3) the City determines are inappropriate.
11. City reserves the right to establish additional usage protocols, including mandatory password changes
Below is a non-exhaustive list of examples of prohibited behavior:
1. Causing harm to others, damage to their property or City property, such as:
• Using, posting, or distributing profane, lewd, vulgar, threatening, or abusive language in any digital messaging platforms (email, instant, etc.) or professional social media sites.
• Accessing, using, posting, or distributing information or materials that are pornographic or otherwise obscene, advocate illegal or dangerous acts, or advocate violence or discrimination. If Tenants inadvertently access such information, they should immediately sever their connection to said content and disclose the inadvertent access to SECC staff.
• Accessing, posting, or distributing harassing, discriminatory, inflammatory, or hateful material, or making damaging or false statements about others.
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90
I-3
• Sending, posting, or otherwise distributing chain letters or engaging in spam ming; illegal acquisition of other visitors’ information.
• Damaging computer equipment, files, data or the Building’s internet systems in any way, including spreading computer viruses, vandalizing data, software or equipment, damaging or disabling others’ electronic property, or engaging in conduct that could interfere or cause a danger of disruption to the Building’s programming or business environment;
• Using the Building’s internet systems in a manner that interferes with the appropriate use by Building visitors or the job duties of SECC or City staff or other tenants. • Downloading, posting, reproducing, or distributing music, photographs, video, or other works in violation of applicable copyright laws. Any music, photographs, and/or video should only be downloaded by Tenant during and for their job duties, and not for personal purposes. If a work specifies how that work may be used, the user should follow the expressed requirements. If Tenants are unsure whether they can use a work, they should request permission from the copyright or trademark owner.
2. Gaining or attempting to gain unauthorized access to the Building’s internet systems or any third party’s computer system, such as:
• Malicious tampering, phishing, or hacking activities. • Intentionally seeking information about passwords belonging to other Tenants. • Modifying passwords belonging to other Tenants.
• Attempting to log in through another person's account. • Attempting to gain access to material that is blocked or filtered by City. • Accessing, copying, or modifying another user’s files without authorization. • Using the password or identifier of an account that does not belong to the user; or • Engaging in uses that jeopardize access into others’ accounts or other computer networks.
3. Using SECC’s Internet Systems for commercial purposes, such as:
• Using SECC’s Internet Systems for personal financial gain. • Conducting for -profit business activities, personal advertising, or other business communications not directly related to Tenant’s Permitted Use. • Using the Building’s internet systems on behalf of any elected official, candidate, candidates, slate of candidates, or a political organization or committee.
4. Engaging in criminal or other unlawful activities
DocuSign Envelope ID: 6E4938D2-0A21-46C1-A48F-41650189ED90 Certificate Of Completion
Envelope Id: 6E4938D20A2146C1A48F41650189ED90 Status: Completed Subject: Complete with DocuSign: Five Keys L4581.pdf
Source Envelope:
Document Pages: 104 Signatures: 1 Envelope Originator:
Certificate Pages: 5 Initials: 0 Teresa Sanchez
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
525 Golden Gate Ave
San Francisco, CA 94102
[email protected]
IP Address: 67.218.104.126
Record Tracking
Status: Original
12/27/2022 4:46:40 PM
Holder: Teresa Sanchez
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Steve Good
[email protected]
Executive Director
Five Keys Schools and Programs
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 98.42.221.244
Sent: 12/27/2022 4:51:18 PM
Viewed: 12/28/2022 7:25:13 AM
Signed: 12/28/2022 7:27:50 AM
Electronic Record and Signature Disclosure:
Accepted: 11/8/2021 10:56:34 AM
ID: 6cd7b380-ee7b-4884-bb7e-0cf77216c4e9
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Amerika Sanchez
[email protected]
Five Keys Schools and Programs
Security Level: Email, Account Authentication
(None)
Sent: 12/28/2022 7:27:53 AM
Electronic Record and Signature Disclosure:
Accepted: 9/30/2021 10:53:21 AM
ID: 8fdb2796-688c-46b2-9d70-9a4574b7b8b0
Marisol Wauters
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 12/28/2022 7:27:54 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Charlie Dunn
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 12/28/2022 7:27:55 AM
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/27/2022 4:51:18 PM
Certified Delivered Security Checked 12/28/2022 7:25:13 AM Signing Complete Security Checked 12/28/2022 7:27:50 AM Completed Security Checked 12/28/2022 7:27:55 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, CCSF - 5 (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 3/20/2020 1:38:16 PM Parties agreed to: Steve Good, Amerika Sanchez
Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.
How to contact CCSF - 5:
You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:
To contact us by email send messages to: [email protected]
To advise CCSF - 5 of your new email address
To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your account preferences.
To request paper copies from CCSF - 5
To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with CCSF - 5
To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:
i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
Until or unless you notify CCSF - 5 as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by CCSF - 5 during the course of your relationship with CCSF - 5.
DN
D
N UP
B F H K M
6 5
4 1
2 G.2C G
3 A LJED
MEETING 2
309
OFFICE 3
311
OPEN OFFICES
301
SHOWER
320
SHOWER
319
OFFICE 4
314
MEETING 5
313
CLASSROOM
315
FACILITIES 1
318
STOR
326
CONFERENCE
302STOR
307
JAN
303
MEETING 1
306
OFFICE 1
305
OFFICE 2
308
ALL GENDER
324
IDF / AV
323
MEN
321
WOMEN
322
COPY
327
LACTATION
304
LOBBY
300
BREAK ROOM
316
CLASSROOM
328
CORRIDOR
329
SHAFT SHAFT SHAFT
ELEV
OPEN OFFICES
301
OPEN OFFICES
301
STAIR 1
STAIR 2
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ST-02 ST-02 ST-02 ST-02ST-02 ST-02 ST-02 ST-02 ST-02 ST-02 ST-02 ST-02 ST-02 ST-02 ST-02 ST-02 CH-10
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TB-22 TB-22
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WS-1
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CH-09 CH-09
CH-09
CH-09
CH-09
CH-09 TB-12
TB-02
TB-22 TB-22
TB-11 TB-11 TB-11
TB-11 TB-11 TB-11
TB-11TB-11TB-11
TB-05
TB-05
TB-11 TB-11 TB-11
TB-11TB-11TB-11
TB-11 TB-11 TB-11
CH-12CH-12
CH-12 CH-12
WS-02
WS-3
WS-1
WS-02
WS-3
WS-1 WS-1 WS-1
LT-01
LT-01
LT-01 LT-01
LT-01
LT-01 LT-01
LT-01
LT-01 LT-01
LT-01LT-01
LT-01LT-01
LT-01
LT-01 LT-01
LT-01LT-01
LT-01 LT-01
LT-01
LT-01LT-01
LT-01 LT-01
LT-01 LT-01
LT-01
LT-01
LT-01
WS-3
WS-3
ST-07 ST-07ST-07ST-07ST-07ST-07ST-07ST-07
MEETING 4
312
MEETING 3
310
FACILITIES 2
317
/REFER TO: 1 A-1023
N.I.C.
CRADES
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Plan No.
Drawing Title
Project
Scale:
Original Sheet Size: 24"x36"
Section Mgr.
WWE O&M Mgr.
WWE Engineering Mgr.
EMB Mgr.
BUREAU OF ARCHITECTURE
INFRASTRUCTURE DIVISION
ENGINEERING MANAGEMENT BUREAU
Designed
Drawn
Checked
Drawing/
File No.
Revision No
FOR THE SOLE USE OF THE DOCUMENT RECIPIENT -
DO NOT CITE, COPY, OR CIRCULATE WITHOUT THE
EXPRESSED PERMISSION OF THE SFPUC.
For reduced plans original scale is in inches
0 4
Contract No.
Checked/Approved
Project Mgr. S. CAMPBELL
Proj. Arch.
Key Plan
WW-682R
FP
TG
TH
VVMP
RSGJ
JDTGJL
30 Van Ness Avenue, Suite 4100,
San Francisco, CA 94102-6028
Phone (415)557-4700 Fax (415)557-4701
Technical Mgr.
Section Mgr.
Bureau Mgr. J. LAUE
M. PIERRON
V. VANONI
9/14/2022 9:39:02 PM
C:\Users\fperez\Documents\8778A_SECC_ARCH_R20_fara.perez.rvt 1/8" = 1'-0"
COMMUNITY CENTER - THIRD
FLOOR FF&E PLAN - FOR
REFERENCE ONLY
A-1022
SOUTHEAST COMMUNITY
CENTER
1550 EVANS AVENUE
SAN FRANCISCO, CA 94124
100% CONSTRUCTION DOCUMENTS
08/30/2019
Julia Laue - Principal Architect / Division Manager
WW17231
KEY NOTESSHEET NOTES LEGEND
1. SEE GENERAL NOTES ON DRAWING G-0004.
2. DIMENSIONS ARE TO FACE OF STUD OR TO CENTERLINE OF COLUMN, UNLESS OTHERWISE NOTED.
3. SEE CONCRETE SLAB PLANS FOR CONCRETE CURBS AND CONCRETE SLAB DEPRESSIONS.
4. WHERE CONCRETE CURBS ARE INTERRUPTED BY DOOR OPENINGS, ROUGH OPENINGS AT CURB TO BE 5" WIDER THAN DOOR WIDTH, TYPICAL AT ALL HOLLOW METAL AND SOLID CORE WOOD DOORS.
5. SEE ENLARGED FLOOR PLANS FOR WALL, DOOR, WINDOW AND CURTAIN WALL TYPES.
6. SEE ENLARGED FLOOR PLANS FOR FIRE-RATED PARTITIONS.
7. SEE ENLARGED FLOOR PLANS FOR STRUCTURAL COLUMNS AND BEAMS TO RECEIVE CEMENTITIOUS OR INTUMESCENT FIREPROOFING.
8. THE FIRE SPRINKLER MONITORING SYSTEM ANNUNCIATOR PANEL WILL BE LOCATED IN STAIR 1 AT THE FIRST FLOOR IN THE COMMUNITY CENTER. SEE ELECTRICAL DRAWING.
9. THE FIRE SPRINKLER MONITORING SYSTEM CONTROL PANEL WILL BE LOCATED IN THE ELECTRICAL ROOM AT THE SECOND FLOOR IN THE ALEX PITCHER PAVILION. S.E.D. 0' 4' 8' 16' 32'
N
1/8" = 1'-0"1 COMMUNITY CENTER THIRD FLOOR FF&E PLAN - FOR REFERENCE ONLY NO. DATE R EVISIONS
P|D
R3B-1
P|D
R3B-1
P|D
R3B-1
P|D
R3B-1
P|D
R3B-1
P|D|
AV
R3B
-31
P|FF
P|FF
P|FF
P|FF
P|FF
P|FF
P|FF
P|FF
P|D
R3B-1
P|D
R3B-1
P|D
R3B-1
P|D
R3B-1
P|D
R3B-1
P|D|
AV
R3B
-31
P|D|
AV
R3B
-31
P|D
R3B-1
P|D|
AV
R3B
-31
P|D
R3B-1
P|FF
4 MULTI-UTILITY 6" FLOORBOX WITH (1) UNCONTROLLED DUPLEX RECEPTACLE, (1) CONTROLLED RECEPTACLE AND DATA.
LEGRAND #6AT2PCRBK OR EQUAL. S.E.D.
MULTI-UTILITY 6" FLOORBOX WITH FURNITURE FEED OPTION FOR POWER AND DATA. LEGRAND 6ATCFFBK OR EQUAL. S.E.D.
MULTI-UTILITY 8" FLOORBOX WITH (1) UNCONTROLLED DUPLEX
RECEPTACLE, (1) CONTROLLED RECEPTACLE, DATA AND AV. LEGRAND #8AT2PCRBK OR EQUAL. S.E.D.
NEMA 5-20R CONVENIENCE DUPLEX RECEPTACLE AND
OUTLET, STANDARD GRADE, +18" AFF UON. S.E.D.
NEMA 5-20R CONVENIENCE QUAD RECEPTACLE AND
OUTLET, G STANDARD GRADE +18" AFF UON.
WALL MOUNTED DATA OUTLETS TO BE INSTALLED WITHIN 12
INCHES OF A POWER OUTLET. SEE TELECOM DRAWINGS
CEILING MOUNTED WIRELESS ACCESS POINT. SEE TELECOM DWGS.
FEED POINT FOR MULTIPLE DATA CABLES FOR MODULAR FURNITURE.
NEW WALL
NEW WALL
NEW WALL
12 W
12 12 12
60" A.F.F.
60"
A.F.F.
36" AFF 36" AFF
36" AFF 36" AFF
4