DEPARTMENT Real Estate Services AGENDA NO. 5f
MEETING DATE April 11, 2023
APPROVAL:
COMMISSION
SECRETARY Donna Hood
AGENDA ITEM
Public Utilities Commission
City and County of San Francisco
Real Estate Lease: Consent Calendar
Deputy General Manager: Ron Flynn
Real Estate Director: Rosanna Russell
Approve a Lease with SPRO LLC for the 525 Golden Gate Avenue Café Space Summary of
Proposed
Commission Action:
Approve the terms and conditions of and authorize the General Manager to execute a lease (Lease) between the City and County of San Francisco (City), through its Public Utilities Commission (SFPUC), as the landlord, and SPRO LLC, a California limited liability company as tenant (SPRO), to use approximately 904 gross square feet of space, consisting of the café portion of the lobby on the ground floor of the SFPUC's headquarters building at 525 Golden Gate Avenue in San Francisco (Building) and the preparation and storage area located i n the Building’ s basement ( together, the Premises ), at an initial rent of $3,000 per month, with four -percent annual rent increases. The Lease provide s for a n initial five-year term, subject to the SFPUC’s right to terminate after the third year of the Lea se term. In addition, the tenant may request and the General Manager may approve, at the General Manager’s sole discretion, up to three one- year options to extend the initial five-year term for up to another three years, for a total potential term of eight years.
Background: The prior café tenant ceased operations in the Building, among other things, due to the Building closure during the pandemic. The SFPUC recently issued a Request for Proposals (RFP) for a new café operator to lease the Premises.
The SFPUC received seven proposals in response to the RFP. SPRO earned the highest score.
The Premises are located in the Building at 525 Golden Gate Avenue in San Francisco. The Premises are more specifically described as:
(i) approximately 353 square feet of non- demised counter space on the ground floor lobby area where the on -site cooking facilities will be limited to espresso machines, microwaves, soup warmers, panini presses, and other plug-in equipment, and
(ii) approximately 428 square feet for food p reparation and storage space Agreement: Approve 525 Golden Gate Avenue Café Lease
Commission Meeting Date: April 11, 2023
and 123 square feet of office space on the lower level in the Building basement.
The Lease also allows the tenant to have the nonexclusive use of approximately 700 square feet of common area, including the seating area in front of the counter on the ground floor of the Building.
SPRO will begin paying rent 90 days after the date the SFPUC delivers the approved, fully executed Lease to SPRO . The SFPUC delayed the rent commencement date in order to provide the tenant with rent -free time to prepare the café for opening. Namely, the tenant must purchase furniture and equipment, hire staff, obtain the necessary permits and order food and supplies. The SFPUC also delayed the rent commencement date to attract small businesses, which generally have less capital, to respond to the RFP.
The owners of SPRO currently operate two food and beverage establishments in San Francisco: (1) a café truck located in Spark Social food truck park in the Mission Bay neighborhood of San Francisco; and (2) a retail café located at 500 Church Street in San Francisco.
SFPUC staff recommends that the Commission approve the Lease because the SPRO owners are experienced café operators, the café will serve the Building employees and visitors and will help to act ivate the Building as a community hub, and SPRO was selected through a competitive bid process.
Environmental
Review:
This action does not constitute a “project” under the California Environmental Quality Act Guidelines section 15378(a) because there would be no physical change in the environment.
Result of Inaction: A delay in adopting the attached resolution will delay the achievement of the SFPUC’s goal of reopening the café.
Budget & Costs: The SFPUC will provide HVAC, water, sewer, electricity, elevator, refuse removal, and limited janitorial services at no cost to SPRO. SPRO would pay all other costs associated with its use of the Premises, including property and possessory interest taxes.
Description of
Agreement:
Parties to Lease
Agreement:
City and County of San Francisco, acting
through the SFPUC, as the landlord, and SPRO
LLC, a California limited liability company , as
the tenant
Annual Rent $3,000 per month for the first year of the Lease term, with four-percent annual increases.
Purpose: Non-cooking café.
Premises: Approximately 904 gross square feet of space , consisting of a portion of the lobby, and
portions of the basement of the SFPUC’s
headquarters at 525 Golden Gate Avenue in
Agreement: Approve 525 Golden Gate Avenue Café Lease
Commission Meeting Date: April 11, 2023
San Francisco, California.
Term: The Lease provides for an initial five-year term, subject to the SFPUC’s right to terminate after
the third year of the Lease term . In addition,
the tenant may request and the General
Manager may approve, at the General
Manager’s sole discretion, up to three one-year
options to extend the initial five -year term for
up to another three years, for a total potential
term of eight years.
Recommendation: SFPUC staff recommends that the Commission adopt the attached resolution.
Attachment: 1. Lease
PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO.
WHEREAS, The City and County of San Francisco (City) under the jurisdiction of the San Francisco Public Utilities Commission (SFPUC) , owns the SFPUC’s headquarters building at 525 Golden Gate Avenue in San Francisco, California (Building); and WHEREAS, The Building has approximately 904 gross square feet of space, consisting of the café portion of the lobby on the ground floor and a preparation and storage area located in the Building’s basement (together, the Premises); and
WHEREAS, The SFPUC recently issued a Request for Proposals (RFP) for a café operator to lease the Premises. The SFPUC received seven proposals in response to the RFP; and WHEREAS, SPRO LLC, a California limited liability company (SPRO), was the highest scoring respondent to the RFP; and
WHEREAS, The SFPUC desires to issue a café lease (Lease) to SPRO for use of the Premises and the non-exclusive use of approximately 700 square feet of common area, including the seating area in front of the counter on the ground floor of the Building for a monthly $3,000 rent for the initial term, with four percent annual increases. Under the Lease, rent will commence 90 days after the SFPUC delivers the approved, fully executed Lease to SPRO; and WHEREAS, The term of the Lease is five years plus, at the request of SPRO, the General Manager may approve, at the General Manager’s sole discretion, up to three one -year options to extend for a total potential term of eight years; and
WHEREAS, SFPUC staff recommends that the Commission approve the Lease because the SPRO owners are experienced café operators, the café will serve the Building employees and visitors and will help to activate the Building as a community hub, and SP RO was selected through a competitive bid process; and
WHEREAS, This action does not constitute a “project” under the California Environmental Quality Act Guidelines s ection 15378(a) because there would be no physical change in the environment; now, therefore, be it
RESOLVED, That this Commission hereby approves the terms and conditions of the Lease and authorizes the General Manager to execute the Lease; and, be it FURTHER RESOLVED, That this Commission hereby ratifies, approves and authorizes all actions heretofore taken by any City official in connection with the Lease; and, be it
FURTHER RESOLVED, That this Commission hereby authorizes the SFPUC General Manager to enter into any amendments or modifications to the Lease , including without limitation, the exhibits, that the Gene ral Manager determines, in consultation with the City Attorney, are in the best interest of the City; do not materially increase the obligations or liabilities of the City; are necessary or advisable to effectuate the purposes and intent of the Lease or th is Resolution; and are in compliance with all applicable laws, including the City Charter.
I hereby certify that the foregoing resolution was adopted by the Public Utilit ies Commission at its meeting of April 11, 2023.
Secretary, Public Utilities Commission
SFPUC # L4605
CAFÉ LEASE
by and between
CITY AND COUNTY OF SAN FRANCISCO,
by and through its Public Utilities Commission,
as Landlord
and
SPRO LLC,
a California limited liability company
as Tenant
for the lease of
a Lobby Café, and the Preparation and Storage Area
in the
San Francisco Public Utilities Commission Headquarters Building 525 Golden Gate Avenue
San Francisco, California 94102
April 11, 2023
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
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TABLE OF CONTENTS
Page
1. BASIC LEASE INFORMATION .................................................................................. 1
2. PREMISES; AS IS CONDITION .................................................................................. 4
2.1. Lease Premises .................................................................................................... 4
2.2. Common Areas ................................................................................................... 5
2.3. Accessibility Disclosures .................................................................................... 5
2.4. As Is Condition ................................................................................................... 6
2.5. Energy Consumption Disclosure ........................................................................ 6
2.6. Use of Premises by City ...................................................................................... 6
3. TERM ............................................................................................................................. 6
3.1. Lease Term .......................................................................................................... 6
3.2. Confirmation of Commencement Date and Expiration Date .............................. 7
3.3. Delay in Delivery of Possession ......................................................................... 7
3.4. Early Termination ............................................................................................... 7
3.5. Parties’ Option to Extend the Term .................................................................... 7
3.6. Building Closure ................................................................................................. 8
4. RENT .............................................................................................................................. 8
4.1. Base Rent ............................................................................................................ 8
4.2. Adjustments in Base Rent ................................................................................... 8
4.3. Additional Charges ............................................................................................. 8
4.4. Late Charges ....................................................................................................... 9
4.5. Default Interest.................................................................................................... 9
4.6. Costs of Collection .............................................................................................. 9
4.7. Base Rent During Option Term .......................................................................... 9
5. USE ................................................................................................................................. 9
5.1. Permitted Use ...................................................................................................... 9
5.2. Covenant to Provide Continuous Operations .................................................... 10
5.3. Permits for Use by Other Governmental Entities ............................................. 10
5.4. No Unlawful Uses, Nuisances or Waste ........................................................... 11
5.5. Prevailing Wages for Certain Uses ................................................................... 11
5.6. Leasehold Improvements .................................................................................. 12
5.7. Security System ................................................................................................ 12 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
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5.8. Sustainable Practices ......................................................................................... 12
6. ALTERATIONS ........................................................................................................... 12
6.1. Tenant’s Alterations .......................................................................................... 12
6.2. Local Hiring Requirements ............................................................................... 13
6.3. Prevailing Wages and Working Conditions ...................................................... 13
6.4. Title to Improvements ....................................................................................... 14
6.5. Common Seating Area Furnishings .................................................................. 14
6.6. Tenant’s Personal Property ............................................................................... 15
6.7. City’s Alterations of the Building and Building Systems ................................. 15
7. REPAIRS AND MAINTENANCE .............................................................................. 15
7.1. City’s Repairs .................................................................................................... 15
7.2. Tenant’s Repairs ............................................................................................... 15
7.3. Tenant’s Special Maintenance Obligations ...................................................... 16
8. LIENS AND ENCUMBRANCES ................................................................................ 16
8.1. Liens .................................................................................................................. 16
8.2. Encumbrances ................................................................................................... 17
9. UTILITIES AND SERVICES ...................................................................................... 17
9.1. Utilities and Services ........................................................................................ 17
9.2. Security ............................................................................................................. 17
9.3. Water and Energy Conservation; Mandatory or Voluntary Restrictions .......... 17
9.4. Excess Use ........................................................................................................ 17
9.5. Floor Load ......................................................................................................... 18
9.6. Interruption of Services ..................................................................................... 18
10. COMPLIANCE WITH LEGAL REQUIREMENTS AND RISK MANAGEMENT REQUIREMENTS ........................................................................................................ 18
10.1. Compliance with Legal Requirements .............................................................. 18
10.2. Regulatory Approvals ....................................................................................... 19
10.3. Compliance with City’s Risk Management Requirements ............................... 20
11. SUBORDINATION ...................................................................................................... 20
12. INABILITY TO PERFORM ........................................................................................ 20
13. DAMAGE AND DESTRUCTION............................................................................... 20
14. EMINENT DOMAIN ................................................................................................... 21
15. ASSIGNMENT AND SUBLETTING ......................................................................... 22 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
iii
15.1. Restriction on Assignment and Subletting ........................................................ 22
15.2. Notice of Proposed Transfer ............................................................................. 22
15.3. City’s Response ................................................................................................ 22
15.4. Intentionally omitted ......................................................................................... 23
15.5. Effect of Sublease or Assignment ..................................................................... 23
15.6. Assumption by Transferee ................................................................................ 23
15.7. Indemnity for Relocation Benefits .................................................................... 24
16. DEFAULT; REMEDIES .............................................................................................. 24
16.1. Events of Default .............................................................................................. 24
16.2. Remedies ........................................................................................................... 25
16.3. Waiver of Redemption ...................................................................................... 27
16.4. City’s Right to Cure Tenant’s Defaults ............................................................ 27
16.5. Special Administrative Charges ........................................................................ 27
17. WAIVER OF CLAIMS; INDEMNIFICATION .......................................................... 28
17.1. Limitation on City’s Liability; Waiver of Claims ............................................. 28
17.2. Tenant’s Indemnity ........................................................................................... 29
18. INSURANCE ................................................................................................................ 30
18.1. Tenant’s Insurance ............................................................................................ 30
18.2. Tenant’s Personal Property ............................................................................... 31
18.3. City’s Self Insurance ......................................................................................... 32
18.4. Reserved ............................................................................................................ 32
18.5. Waiver of Subrogation ...................................................................................... 32
19. ACCESS BY CITY....................................................................................................... 32
20. CERTIFICATES ........................................................................................................... 32
20.1. Tenant’s Estoppel Certificates .......................................................................... 32
20.2. City’s Certificates ............................................................................................. 33
21. RULES AND REGULATIONS ................................................................................... 33
22. SECURITY DEPOSIT.................................................................................................. 33
23. SURRENDER OF PREMISES..................................................................................... 34
24. REMOVAL OF ELECTRICAL AND TELECOMMUNICATIONS WIRES ............ 34
24.1. City May Elect to Remove or Retain Wires ..................................................... 34
24.2. Compliance with Legal Requirements and Discontinuance of Wire Use ......... 35 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
iv
24.3. Condition of Wires ............................................................................................ 35
24.4. City’s Right to Retain Security Deposit ............................................................ 35
24.5. City Can Apply Security Deposit; Survival ...................................................... 35
25. HAZARDOUS MATERIALS ...................................................................................... 35
25.1. Definitions......................................................................................................... 35
25.2. No Hazardous Materials ................................................................................... 36
25.3. Tenant’s Environmental Indemnity .................................................................. 36
25.4. Survival of Obligation ....................................................................................... 37
25.5. Hazardous Substance Disclosure ...................................................................... 37
26. SPECIAL PROVISIONS .............................................................................................. 37
27. GENERALLY APPLICABLE PROVISIONS ............................................................. 37
27.1. Notices .............................................................................................................. 37
27.2. No Implied Waiver ........................................................................................... 38
27.3. Amendments ..................................................................................................... 38
27.4. Authority ........................................................................................................... 39
27.5. Parties and Their Agents; Approvals ................................................................ 39
27.6. Interpretation of Lease ...................................................................................... 39
27.7. Successors and Assigns ..................................................................................... 39
27.8. Brokers .............................................................................................................. 39
27.9. Severability ....................................................................................................... 40
27.10. Governing Law ................................................................................................. 40
27.11. Entire Agreement .............................................................................................. 40
27.12. Attorneys’ Fees ................................................................................................. 40
27.13. Holding Over .................................................................................................... 41
27.14. Time of Essence ................................................................................................ 41
27.15. Cumulative Remedies ....................................................................................... 41
27.16. Survival of Indemnities ..................................................................................... 41
27.17. Signs .................................................................................................................. 41
27.18. Relationship of the Parties ................................................................................ 42
27.19. Payments to Tenant ........................................................................................... 42
27.20. Light and Air ..................................................................................................... 42
27.21. No Recording .................................................................................................... 42 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
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27.22. Non-Liability of City Officials, Employees and Agents .................................. 42
27.23. Cooperative Drafting ........................................................................................ 42
27.24. Counterparts ...................................................................................................... 42
27.25. Effective Date ................................................................................................... 43
28. CITY REQUIREMENTS ............................................................................................. 43
28.1. Public Transit Information ................................................................................ 43
28.2. Taxes, Assessments, Licenses, Permit Fees and Liens ..................................... 43
28.3. Non-Discrimination in City Contracts and Benefits Ordinance ....................... 44
28.4. No Relocation Assistance; Waiver of Claims ................................................... 45
28.5. MacBride Principles—Northern Ireland ........................................................... 45
28.6. Tropical Hardwood and Virgin Redwood Ban; Preservative-Treated Wood Containing Arsenic ........................................................................................... 45
28.7. Restrictions on the Use of Pesticides ................................................................ 45
28.8. First Source Hiring Agreement ......................................................................... 46
28.9. Sunshine Ordinance .......................................................................................... 46
28.10. Conflicts of Interest........................................................................................... 47
28.11. Charter Provisions ............................................................................................. 47
28.12. Drug-Free Workplace ....................................................................................... 47
28.13. Prohibition of Tobacco Sales and Advertising ................................................. 47
28.14. Prohibition of Alcoholic Beverage Advertising ............................................... 47
28.15. Requiring Health Benefits for Covered Employees .......................................... 47
28.16. Notification of Prohibition on Contributions .................................................... 49
28.17. Resource-Efficient City Buildings .................................................................... 49
28.18. Food Service and Packaging Waste Reduction Ordinance ............................... 50
28.19. San Francisco Packaged Water Ordinance ....................................................... 50
28.20. Criminal History in Hiring and Employment Decisions................................... 50
28.21. Vending Machines; Nutritional Standards ........................................................ 51
28.22. All-Gender Toilet Facilities .............................................................................. 51
28.23. Employee Signature Authorization Ordinance ................................................. 52
28.24. Tenant’s Compliance with City Business and Tax Regulations Code ............. 52
28.25. Stormwater Flood Risk Disclosure ................................................................... 52
28.26. Consideration of Salary History........................................................................ 53
28.27. GASB 87 Lease Accounting ............................................................................. 53 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
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LIST OF EXHIBITS
EXHIBIT A – Pr emises Floor Plans
EXHIBIT B – Notice of Commencement Date
EXHIBIT C – Cafe Equipment Schedule
EXHIBIT D – Utilities and Services
EXHIBIT E – Rules and Regulations
EXHIBIT F – First Source Hiring Agreement
EXHIBIT G – Forms of Estoppel Certificates
EXHIBIT H – S pecial Requirements Related to Food and Beverage Uses EXHIBIT I – Disability Access Obligations Notice
EXHIBIT J – G rease Trap Maintenance Specifications
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
1 CAFÉ LEASE
SFPUC Lease # L4605
THIS CAFÉ LEASE (this “Lease”), dated for reference purposes only as of April 11, 2023, is between the CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation ( “City”), acting by and through its PUBLIC UTILITIES COMMISSION (“SFPUC”), and SPRO LLC, a California limited liability company (“Tenant”). City and Tenant are sometimes collectively referred to in this Lease as the “Parties” or singularly as “Party.”
RECITALS
A. City, through the SFPUC, owns and operates the San Francisco Public Utilities Headquarters Building, which is located at 525 Golden Gate Avenue in San Francisco, California (“Building”).
B. The Building includes a café space in its ground floor lobby that the SFPUC wishes to activate. The SFPUC issued a Request for Proposals in January 2023, and Tenant was selected to lease and operate the café.
NOW, THEREFORE, IN CONSIDERATION of the foregoing, the Parties hereby covenant and agree as follows:
1. BASIC LEASE INFORMATION
The following is a summar y of basic lease information (“ Basic Lease Information ”).
Each item below incorporate s all of the terms in this Lease related to that item. I f there is any conflict between the information in this Section and any more specific provision of this Lease, the more specific provision will control.
Lease Reference Date: April 11, 2023
Landlord: CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation, acting by and through its
Public Utilities Commission
Tenant: SPRO LLC, a California limited liability company Building (Section 2.1): The 13 -story building located at 525 Golden Gate Avenue, San Francisco, California 94102.
Premises (Section 2.1): Cafe space on the ground floor and food preparation and storage on the lower level of the Building, as shown on the floor plans attached as Exhibit A. No parking is
included. The Premises will consist of approximately:
(i) 353 square feet of non-demised counter
space on the ground floor (“Lobby Café”),
and
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
2 (ii) 428 square feet for food preparation and
storage space and 123 square feet of office
space on the lower level (“Food
Preparation and Storage”).
Tenant also shall have the non-exclusive use of
approximately 700 square feet of common area,
including the seating area in front of the counter on the ground floor (“Common Seating Area”)
Total Rentable Area of Premises
(Section 2.1):
Approximately 904 gross square feet
Term (Section 3.1): The Term Commencement Date shall be the later of thirty (30) days following City’s delivery of a fully
executed Lease with all required approvals or thirty
(30) days following the Estimated Term
Commencement Date.
Estimated Term Commencement Date: May 12, 2023
Tenant shall use diligent, good-faith efforts to open
Tenant's business within thirty (30) days after the
Term Commencement Date.
Estimated Expiration Date: May 11, 2028, subject to
City’s right in Section 3.4 to terminate the Lease.
Rent Commencement Date: The Rent Commencement Date shall be ninety (90) days following City’s delivery of a fully executed
Lease with all required approvals.
Early Termination (Section 3.4): At any time after the third Adjustment Date, City may terminate this Lease without cause or penalty upon one
hundred and eighty (180) days’ prior written notice to
Tenant.
Option to Extend Term (Section 3.5): Tenant shall have three (3) conditional options to extend the term; Tenant may exercise the option by
providing City with not less than two hundred seventy
(270) days prior written notice, and City, in its sole
discretion, may reject Tenant’s exercise.
Base Rent (Section 4.1): Annual Base Rent: $36,000
Monthly Base Rent: $3,000
Rent Adjustment Dates (Section 4.2): Base Rent shall be increased annually by four percent (4%) on each June 1st during the Term.
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
3 Rent During Option Term (Section 4.7) Base Rent shall be increased annually by four percent (4%).
Permitted Use (Section 5.1): Café serving food and non-alcoholic beverages, with no on-site cooking facilities other than plug-in electrical equipment such as espresso machines, microwave
ovens, soup warmers, panini presses, and other plug- in electrical equipment pre-approved by City prior to
installation.
Leasehold Improvements (Section 5.6): City will deliver the Premises in its as is condition.
Common Seating Area Furnishings
(Section 6.5)
Tenant is responsible for purchasing the tables, seating, and other furnishings (“ Common Seating Area
Furnishings”) for the Common Seating Area.
Utilities and Services (Section 9): City at its cost shall provide standard utilities and services as specified in Exhibit D, including refuse
removal, nightly floor mopping of the ground floor
portion of the Premises, and routine Building System
maintenance. Tenant shall provide all other janitorial services to the Premises and the Common Seating Area.
Tenant shall provide its own security. City and Tenant shall provide common area janitorial services and
maintenance of the Building Systems as provided in
Section 9 [Utilities and Services].
Security Deposit (Section 22): $5,000
City’s Notice Address (Section 27.1): San Francisco Public Utilities Commission Real Estate Services Division
525 Golden Gate Avenue, 10th Floor
San Francisco, California 94102
Attn: Real Estate Director
Re: 525 Golden Gate Avenue – Café
Telephone: (415) 487-5210
Email: [email protected]
with a copy to: San Francisco Public Utilities Commission Attention: Maria Mabutas, Facilities Director
525 Golden Gate Avenue, 13th Floor
San Francisco, CA 94102
Telephone: (415) 554-1583
Email: [email protected]
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
4 and to: Office of the City Attorney
City Hall, Room 234
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102-4682
Attn: Real Estate & Finance Group
Re: 525 Golden Gate Avenue – Cafe
Telephone: (415) 554-6760
Key Contact for City: Maria Mabutas, Facilities Director San Francisco Public Utilities Commission
525 Golden Gate Avenue, 13th Floor
San Francisco, CA 94103
Telephone: (415) 554-1583
Email: [email protected]
Alternate Contact for City: [email protected] Telephone No.: (415) 554-3155 or in an emergency (415) 551-2980 Tenant’s Notice Address (Section 27.1): SPRO Café
525 Golden Gate Avenue, Ground Floor
San Francisco, CA 94102
Attn: Rich Lee
Key Contact for Tenant: Rich Lee
Telephone No.: (408) 898-0171
Alternate Contact for Tenant: Liza Otanes
Telephone No.: (415) 828-3106
Brokers (Section 27.8): None
Other Noteworthy Provisions: Section 3.4 (Early Termination) Section 5.7 (Security Systems)
Section 7.3 (Tenant’s Special Maintenance Obligations)
2. PREMISES; AS IS CONDITION
2.1. Lease Premises
Subject to the provisions of this Lease, City leases to Tenant and Tenant leases from City those premises in the B uilding identified in the Basic L ease Information and shown on the floor plan(s) attached as Exhibit A (“Premises”). The Premises are located on the floor(s) of the Building specified in the Basic Lease Information. The rentable area of the Premises specified in the Basic Lease Information will be conclusive for all purposes. The Building, the land on which the Building is located, and all other improvements on and appurtenances to the land are referred DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
5 to collectively as the (“ Property”). Tenant acknowledges that the ground floor counter area of the Premises is not demised or secured , and the Building lobby is open to the public during and after Tenant’s Minimum Days and Hours.
2.2. Common Areas
Except during hours that the Building is closed to the public, Tenant has the non-exclusive right to use, together with City and other tenants in the Building, the Common Seating Area, the lobbies, corridors, refuse areas, stairways, and other public areas of the Building and the Property (collectively, the “ Common Areas ”) as marked on Exhibit A, and the non- exclusive right of access to and from the Premises by the main entrances to th e Building and the Property. The Common Areas do not include any parking areas located on the Property. The Common Areas are subject to City’s Rules and Regulations (as defined in Section 21 [Rules and Regulations]). City reserves the right to construct, modify, maintain, and operate the Common Areas; to temporarily close any Common Areas for maintenance, repairs, or alterations; from time to time to change the area, level, location, and arrangement of Common Area facilities; to use the Common Areas and reasonably restrict access and use of the same during the maintenance, repair, or construction of improvements; to erect additions and improvements on the Common Areas from time to time; and to restrict access to the Property by tenants, their Agents and I nvitees in the Common Areas; to operate and maintain the Common Areas and perform other acts and make other changes at any time and from time to time in the size, location, number, and extent of the Common Areas or any of them as City at its sole discretion determines; provided, however, that no exercise by City of its rights under this Section will unreasonably restrict access by Tenant to the Premises.
2.3. Accessibility Disclosures
(a) California Civil Code Section 1938 requires commercial landlords to disclose to tenants whether the property being leased has undergone i nspection by a Certified Access Specialist (“CASp”) to determine whether the property meets all applicable construction -related accessibility requirements. The law does not require landlords to have the inspections performed.
Tenant is advised that the Premises have not been inspected by a CASp. A CASp can inspect the Premises and determine if they comply with all the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, City may not prohibit Tenant from obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of Tenant if requested by Tenant. City and Tenant will mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the CASp inspection fee, and the cost of making any repairs necessary to correct violations of construction - related accessibility standards within the Premises.
(b) Tenant acknowledges that before the execution of this Lease, City provided Tenant with, and Tenant signed, the Disability Access Obligations Notice (a copy of which is attached as Exhibit I) described in Section 38.3 of the San Francisco Administrative Code. Tenant and City shall use reasonable efforts to notify the other Party if making any Alterations (as defined in Section 6 [Alterations]) that might impact accessibility to the Premis es under any disability access Legal Requirements (as defined in Section 10.1 [Compliance with Legal Requirements]).
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
6 2.4. As Is Condition
TENANT ACKNOWLEDGES AND AGREES THAT THE PREMISES ARE BEING LEASED AND ACCEPTED IN THEIR “ AS IS” CONDITION, WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND, AND SUBJECT TO ALL APPLICABLE LEGAL REQUIREMENTS (DEFINED IN SECTION 10.1 [ COMPLIANCE WITH LEGAL REQUIREMENTS] BELOW) GOVERNING THEIR USE, OCCUPANCY, AND POSSESSION. TENANT REPRESENTS AND WARRANTS TO CITY THAT TENANT HAS
INVESTIGATED AND INSPECTED, EITHER INDEPENDENTLY OR THROUGH AGENTS OF TENANT’S OWN CHOOSING, THE CONDITION OF THE P REMISES A ND THE SUITABILITY OF THE PREMISES FOR TENANT ’S INTENDED USE INCLUDING BUT
NOT LIMITED TO THE ABILITY TO OBTAIN ALL NECESSARY PERMITS FOR THE OPERATION OF ITS BUSINESS . BASED SOLELY ON I TS OWN INVESTIGATION, TENANT HAS DETERMINED THAT THE PREMISES ARE SUITABLE FOR TENANT ’S BUSINESS AND INTENDED USE. TENANT ACKNOWLEDGES AND AGREES THAT NEITHER CITY NOR ANY OF ITS AGENTS (DEFINED IN SECTION 27.5 [PARTIES AND THEIR AGENTS ; APPROVALS] BELOW) HAVE MADE, AND C ITY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE
RENTABLE AREA OF THE PREMISES, THE PHYSICAL OR ENVIRONMENTAL
CONDITION OF THE PREMISES OR THE PROPERTY, THE PRESENT OR FUTURE SUITABILITY OF THE PREMISES FOR TENANT’S BUSINESS, OR ANY OTHER MATTER
WHATSOEVER RELATING TO THE PREMISES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
2.5. Energy Consumption Disclosure
In the event that utilities to the Premises become separately metered, Tenant consents to Tenant’s utility service providers disclosing energy use data for the Premises to City for use under California Public Resources Code Section 25402.10, as implemented under California Code of Regulations Sections 1680–1685, and San Francisco Environment Code Chapter 20, as each may be amended from time to time ( “Energy Consumption Reporting Laws”), and for such data to be publicly disclosed under the Energy Consumption Reporting Laws.
2.6. Use of the Premises by City
Outside of Tenant’s normal business hours and upon City’s request, Tenant may agree with City to open the Premises and to provide food and beverage service for special occasions hosted at the Building.
3. TERM
3.1. Lease Term
The Premises are leased for a term (“ Term”) commencing on the later of (a) the date specified in the Basic Lease Information as the estimated commencement date (“Estimated Term Commencement Date”), or (b) thirty (30) days following the Effective Date, as defined in Section
27.25 [Effective Date]. The Term will end on the expiration date specified in the Basic Lease Information, unless sooner terminated as provided in this Lease.
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
7 3.2. Confirmation of Term Commencement Date and Expiration Date The dates that the Term commences and terminates under this Lease are, respectively, the “Term Commencement Date” and the “ Expiration Date.” If the Term Commencement Date occurs on a date other than the Estimated Commencement Date, then promptly following the Term Commencement Date, Tenant will deliver to City a notice substantially in the form attached as Exhibit B, confirming the actual Commencement Date, but Tenant’s failure to do so will not affect the commencement of the Term.
3.3. Delay in Delivery of Possession
If City is unable to deliver possession of the Premises to Tenant on or before the Estimated Commencement Date, then the validity of this Lease will not be affected and City will not be liable to Tenant for any Claims (as defined in Section 17 [Waiver of Claims; Indemnification]) resulting from the delay, and Tenant waives all provisions of any Legal Requirements to the contrary. In that case, the Term and regular payments of Base Rent and Additional Charges will not commence until City delivers possession of the Premises. If the Term commences later or earlier than the Estimated Commencement Date, this Lease will nevertheless expire on the Expiration Date, unless sooner terminated under this Lease.
3.4. Early Termination
Notwithstanding anything to the contrary in this Lease at any time after the third Adjustment Date, City may terminate this L ease without cause or penalty upon one hundred and eighty (180) days’ prior written notice to Tenant.
3.5. Parties’ Options to Extend the Term
(a) Conditional Extension Option(s).
Tenant will have three (3) consecutive conditional options to extend the Term as to the entire Premises only (each an “Extension Option ”) for an additional twelve (12) months each (“Extension Term”) commencing on the Expiration Date on all of the Lease terms and conditions, including but not limited to City’s right to terminate as provided in Section 3.4 above if Tenant requests, and City agrees to, the proposed extension. Tenant may exercise an Extension Option at any time during the Term but at least two hundred seventy (270) days before the Expiration Date by giving written notice to City. Once given, Tenant may not revoke its notice exercising the Extension Option. In its sole discretion, City may elect by notice to Tenant to reject Tenant’s exercise of the Extension Option w ithin thirty (30) days of City's receipt of Tenant’s election, in which case the Extension Option will be null and void.
(b) Base Rent.
If Tenant elects to exercise an Extension Option, the Base Rent will continue to be adjusted pursuant Section 4.7 [Base Rent During Option Term]. (c) Future Options Terminated.
If Tenant fails to exercise one Extension Option, or if City rejects Tenant’s exercise, any remaining Extension Option shall be terminated.
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
8 3.6. Building Closure
Notwithstanding anything to the contrary in this Lease, if City determines at its sole discretion that the Building is to be closed to the general public for an anticipated period in excess of fourteen (14) days due to a pandemic or other similar health and safety reason, City shall notify Tenant and this Lease shall be suspended and City and Tenant shall not have any obligations under this Lease, including payment of Rent, during the term of the Building closure. The SFPUC’s General Manager shall notify Tenant in writing (“ Building Closure Notice ”) of the date of Building closure and estimated reopen ing. Only such official Building Closure Notice shall suspend the Lease. The Building Closure Notice shall not extend the Term.
4. RENT
4.1. Base Rent
Throughout the Term, beginning on the Rent Commencement Date, Tenant will pay to City the annual Base Rent specified in the Basic Lease Information, which will increase annually under Section 4.2 [Adjustments in Base Rent ] (“Base Rent”). The Base Rent will be paid to City by check, in advance, without prior demand and without any deduction, setoff , or counterclaim whatsoever, in equal consecutive monthly payments on or before the first day of the Term and on or before the first day of each month thereafter. All sums payable by Tenant to City must be mailed to:
San Francisco Public Utilities Commission
Attn: Real Estate Billing
525 Golden Gate Avenue, 3rd Floor
San Francisco, CA 94102
and include the Property address and SFPUC lease number L4605 in the memo randum section.
City may change the method and/or place of payment by providing thirty (30) days’ prior written notice to Tenant. If Tenant pays by personal or business check and the check is not honored, then City may require Tenant to make all future payments by cashier ’s check. If the Rent Commencement Date occurs on a day other than the first day of a calendar month, or the Expiration Date occurs on a day other than the last day of a calendar month, then the Base Rent for the partial month will be prorated based on a thirty (30)-day month. Within five (5) days after the Effective Date, Tenant will pay to City the Security Deposit and Base Rent for the first full month.
4.2. Adjustments in Base Rent
On each date specified in the Basic Lease Information for adjustment of the Base Rent (an “Adjustment Date ”), the Base Rent payable under Section 4.1 [Base Rent] for the following twelve-month period will be adjusted to equal one hundred four percent (104%) of the Base Rent for the lease year preceding the Adjustment Date.
4.3. Additional Charges
Tenant will pay to City all charges and other amounts required under this Lease as additional rent, whether or not those amounts are specifically characterized as rent (collectively, “Additional Charges”). All Additional Charges will be payable to City at the same place and the DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
9 same manner as the Base Rent. City will have the same remedies for a default in the payment of any Additional Charges as for a default in the payment of Base Rent. T he term “ Rent” means Base Rent and Additional Charges.
4.4. Late Charges
Each time Tenant fails to pay any Rent or any portion of Rent within five (5) days following the due date, the unpaid amount will be subject to a late payment charge equal to six percent (6%) of the unpaid amount. City and Tenant have agreed on the late payment charge, after negotiation, as a reasonable estimate of the additional administrative costs and detriment that City will incur resulting from Tenant’s failure to timely pay Rent, the actual costs being extremely difficult if not impossible to determine. Tenant will pay the late charge to City together with the unpaid amount.
4.5. Default Interest
Any Rent, if not paid within five (5) days after the due date, will bear interest from the due date until paid at the rate of ten percent (10%) (“ Interest Rate”). Interest will not be payable on late charges or on any amounts on which Tenant paid late charges to the extent this interest would cause the total interest to be more than lawfully permitted. Payment of interest will not excuse or cure any default by Tenant.
4.6. Costs of Collection
In addition to any interest or late charges under Section 4.4 [Late Charges] and Section 4.5 [Default Interest] above, if Tenant fails to pay Rent in immediately available funds or by good check (if Tenant is permitted to pay by personal or business check), to the extent that the costs incurred by City because of Tenant’s failure exceed the late charges applicable to that failure, then Tenant will pay to City immediately upon demand as Additional Charges the amount of any fees, charges, or other costs incurred by City, including dishonored check fees, increased staff time, and any costs of collection.
4.7. Base Rent During Option Term
Base Rent during any Extension Term shall continue to be increased as provided in Section
4.2 [Adjustments to Base Rent] as if the Extension Term were part of the initial term.
5. USE
5.1. Permitted Use; Restrictions on Use.
As a material consideration to City entering into this Lease, Tenant will use and continuously occupy the Premises during the Term solely for an active café serving food and non- alcoholic beverages, with no on- site cooking facilities other than other than plug- in electrical equipment such as espresso machines, microwave ovens, soup warmers, panini presses and other plug-in electrical equipment pre-approved by City prior to installation (“Permitted Use”), and for no other purpose. Tenant acknowledges that this prohibition on the change in use is expressly authorized by California Civil Code Section 1997.230 and is fully enforceable.
In addition to the Permitted Use, Tenant may propose the sale of non- food and beverage merchandise, subject to City’s preapproval of such merchandise at its sole discretion. Tenant DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
10 covenants that it will operate Tenant's business in the Premises in a first-class manner as a quality establishment in accordance with reputable business standards and pract ices. Tenant will use commercially reasonable efforts to incorporate sustainable food principles into everyday operations of the Lobby Café pursuant to its obligations in Section 5.8 [ Sustainable Practices].
Tenant shall maintain a sufficient selection of palatable, nutritious, wholesome food and beverages, sold at competitive prices and stocked in sufficient quantity adequate to ensure the successful operation of Tenant's business. Tenant shall install and maintain at all times in the Premises high- quality fixtures, furnishing, fittings, and equipment adequate, appropriate, and properly laid out to sustain Tenant's business that do not overload the floor or create any objectionable noise. All articles in the Lobby Cafe and the arrangement, style, color, and general appearance thereof which are visible to the public from the public areas of the Building, including advertising matter, signs, merchandise, and fixtures, must be attractive, dignified, and uncluttered and shall be maintained in a first-class manner in keeping with the character and standards of the Building. All displays, arrangements, signage, and advertising visible to the public shall be subject to City's approval, at City's sole discretion. Sound amplification equipment producing sound audible outside of the Premises is prohibited. Tenant’s use of the Common Seating Area shall be in compliance with all legal and insurance requirements. Tenant shall use and store foods i n a manner as to discourage rodents and pest.
5.2. Covenant to Provide Continuous Operations
Tenant will be adequately staffed, remain open, and operate the Permitted Use in the Premises during the Minimum Days and Hours (defined below) continuously and uninterruptedly throughout the Term; provided, however, that Tenant may close for (a) school and legal holidays; (b) approved Alterations to the Premises by Tenant (provided that the closure for Alterations does not exceed thirty (30) days without City's prior written consent); (c) repairs following damage or destruction to the Premises; and (d) strikes, lockouts, inclement weather, labor disputes, inability to obtain labor, materials, fuels, energy or reasonable substitutes therefor, governmental restrictions, regulations, controls, actions or inaction, civil commotion, fire or other acts of God, national emergency, acts of war, or terrorism or any other cause of any kind beyond the reasonable control of Tenant, except financial inability (collectively, "Temporary Closures"). Except in the case of Temporary Closures, if Tenant fails to adequately staff , and continuously and uninterruptedly operate Premises for the Permitted Use for the entire Term during the Minimum Days and Hours, then in addition to all of City's other remedies, City may terminate this Lease without penalty upon sixty (60) days’ prior written notice. “Minimum Days and Hours” means Monday through Friday, excluding legal holidays, from 7:00 a.m. to 2:00 p.m. daily.
Tenant will continue to operate the Premises for the Permitted Use to the extent reasonably practicable during any period of reconstruction, alteration, or repair of the Premises, C ommon Areas, and/or the Building.
5.3. Permits for Use by Other Governmental Entities
Tenant shall obtain all business permits and licenses necessary for the operation of Tenant’s business prior to opening for public business and maintain during the Term . Tenant shall supply copies of all required permits and licenses to City prior to opening for business. Tenant fully acknowledges that City is entering into this lease as the landlord and not in its regulatory capacity as further described in Section 10.2 [Regulatory Approvals].
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11 5.4. No Unlawful Uses, Nuisances or Waste
Without limiting the fo regoing, Tenant may not use, occupy, or permit the use or occupancy of any of the Premises in a manner that would violate any Legal Requirements or for any illegal purpose, or permit any offensive, noisy, or hazardous use or any waste on or about the Premises. Tenant will take all precautions to eliminate any nuisances or hazards relating to its activities on or about the Premises. If City, at City's sole discretion, determine s that any odors emitted from the Premises are objectionable, City may notify Tenant and Tenant shall thereupon promptly correct the problem to City's satisfaction. Tenant may not conduct any business, place any sales display, or advertise in any manner in areas outside the Premises, Building, or on or about the Property except signs in a location and size and design approved by City at its sole discretion.
5.5. Prevailing Wages for Certain Uses
If applicable to Tenant:
(a) Tenant will pay, and will require its subtenants, and contractors and subcontractors (regardless of tier) to pay, prevailing wages, including fringe benefits or the matching equivalents, to persons performing services for the following activity on the Premises as set forth in and to the extent required by San Francisco Administrative Code Chapter 21C: a Public Off-Street Parking Lot, Garage or Automobile Storage Facility (as defined in Administrative Code Section 21C.3), a Show (as defined in Administrative Code Section 21C.4), a Trade Show and Special Event (as defined in Administrative Code Section 21C.8), and Broadcast Services (as defined in Administrative Code Section 21C.9), Commercial Vehicles, Loading and Unloading for Shows and Speci al Events (as defined in Administrative Code Section 21C.10), and Security Guard Services for Events (as defined in Administrative Code Section 21C.11). (b) If Tenant, or its subtenants, contractors, and subcontractors fail to comply with the applicable obligations in San Francisco Administrative Code Chapter 21C, City will have all available remedies set forth in Chapter 21C and the remedies set forth in this Lease. City may inspect and/or audit any workplace, job site, books , and records pertaining to the applicable services and may interview any individual who provides, or has provided, those services. Promptly after City’s request, Tenant will provide to City (and to require any subtenant, contractor, or subcontractor who maintains the records to provide to City) immediate access to all workers’ time sheets, payroll records, and paychecks for inspection to the extent they relate to those services. • The types of covered services related to a Show includes individuals engaged in theatrical or technical service s, including rigging, sound, projection, theatrical lighting, videos, computers, draping, carpentry, special effects, and motion picture services.
• The types of covered services related to a Special Event includes individuals engaged in on-site installation, set-up, assembly, and dismantling of temporary exhibits, displays, booths, modular systems, signage, drapery, specialty furniture, floor coverings, and decorative materials in connection with trade shows, conventions, expositions, and other special events on City property.
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12 • The types of covered services related to Broadcast Services includes individuals engaged in the electronic capture and/or live transmission of on- site video, digital, and/or video content for commercial purposes through the use of a remote production or satellite trust on -site, including any technical director, video controller, assistant director, and stage manager, and individuals engaged in audio, camera, capture and playback, graphics, and utility functions.
If Tenant has any questions about the applicability or implementation of the requirements of this Section, Tenant should contact the City’s Contract Management Division, in advance.
5.6. Leasehold Improvements
Tenant’s acceptance of possession of the Premises shall be in its “As Is” condition in accordance with Section 2.4 [As Is Condition].
5.7. Security System
Tenant is responsible for the security of the Premises pursuant to Se ction 9 [Utilities and Services]. Tenant acknowledges that the ground floor counter area of the Premises is not demised or secured, and the Building’s l obby is open to the public during and after Tenant’s Minimum Days and Hours. Tenant is responsible for securing all of its personal property and accepts all risk of loss of such personal property.
5.8. Sustainable Practices
T
enant will use good faith efforts to incorporate Sustainable Food principles into the everyday operations of the Lobby Café. “Sustainable Food” means foods which take into account environmental, social and economic concerns and consist of the following eight inter -related principles: (1) local and seasonal foods, (2) organic and sustainable farming, (3) reduced use of foods of animal origin and maximization of animal welfare standards, (4) exclusion of endangered fish species, (5) fair
-
trade -certified products, (6) promotion of health and wellbeing, (7) food democracy, which emphasizes fulfillment of the human right to safe, nutritious food that has been justly produced, and (8) reduction of waste and packaging.
6. ALTERATIONS
6.1. Tenant’s Alterations
(a) General. Tenant will not make or permit any alterations, installations, additions, or improvements, structural or otherwise (collectively, “Alterations”) (i) in, to or about the Premises (ii) to the Building or (iii) to the heating, ventilating, air conditioning, plumbing, electrical, fire protection, life safety, security, and other mechanical, electrical, or communications systems of the Building ( “Building Systems ”), without City ’s prior written consent in each instance. All Alterations will be done at Tenant ’s expense in accordance with plans and specifications approved by City, only by duly licensed and bonded contractors or mechanics approved by City, and subject to any conditions that City may reasonably impose. With respect to any Alterations that would be visible from the exterior of the Building, Tenant will obtain the prior written approval of City ’s Arts Commission to the extent the Arts Commission has jurisdiction over the design of the proposed alterations under City’s Charter Section 5.103. If the cost of any DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
13 Alterations is in excess of Five Thousand Dollars ($5,000), then Tenant will pay to City an administrative fee equal to ten percent (10%) of the total “ hard” costs of the work to compensate City for its review costs up to a maximum administrative fee of Five Thousand Dollars ($5,000). (b) Wiring. Any Alterations consisting of communications or data wiring shall be labeled in manner acceptable to City.
6.2. Local Hiring Requirements
(a) Any undefined, initially-capitalized term used in this Section has the meaning given to that term in San Francisco Administrative Code Section 23.62 (“Local Hiring Requirements”). Alterations (as defined in Section 6.1 [Tenant’s Alterations]) are subject to the Local Hiring Requirements unless the cost for the work is (i) estimated to be less than $750,000 per building permit or (ii) meets any of the other exemptions in the Local Hiring Requirements.
Tenant will comply with the Local Hiring Requirements to the extent applicable. Before starting any Tenant Improvement Work or any Alteration, Tenant will contact City’s Office of Economic Workforce and Development (“OEWD”) to verify if the Local Hiring Requirements apply to the work (i.e., whether the work is a “Covered Project”).
(b) In any contract for a Covered Project, Tenant will include, and will require its subtenants to include, a requirement to comply with the Local Hiring Requirements with specific reference to San Francisco Administrative Code Section 23.62. Each contract will name the City and County of San Francisco as a third- party beneficiary for the limited purpose of enforcing the Local Hiring Requirements , including the right to file charges and seek penalties . Tenant will cooperate, and require its subtenants to cooperate, with City in any action or proceeding against a contractor or subcontractor that fails to comply with the Local Hiring Requirements when required.
Tenant’s failure to comply with its obligations under this Section will constitute a material breach of this Lease. A contractor’s or subcontractor’s failure to comply with this Section will enable City to seek the remedies specified in San Francisco Administrative Code Section 23.62 against the breaching Party.
6.3. Prevailing Wages and Working Conditions
(a) Any undefined, initially-capitalized term used in this Section has the meaning given to that term in San Francisco Administrative Code Section 23.61. Tenant will require its Contractors and Subcontractors performing (i) labor in connection with a “public work” as defined under California Labor Code Section 1720 et seq. (which includes certain construction, alteration, maintenance, demolition, installation, repair, carpet laying, or refuse hauling work if paid for in whole or part out of public funds) or (ii) Covered Construction, at the Premises to (A) pay workers performing that work not less than the Prevailing Rate of Wages, (B) provide the same hours, working conditions, and benefits as in each case are provided for similar work performed in San Francisco County, and (C) employ Apprentices in accordance with San Francisco Administrative Code Section 23.61 (collectively, “ Prevailing Wage Requirements ”). Tenant will cooperate with City in any action or proceeding against a Contractor or Subcontractor that fails to comply with the Prevailing Wage Requirements.
(b) Tenant will include, and will require its subtenants, and Contractors and Subcontractors (regardless of tier), to include in any Construction Contract the Prevailing Wage Requirements, with specific reference to San Francisco Administrative Code Section 23.61, and DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
14 the agreement to cooperate in City enforcement actions. Each Construction Contract will name the City and County of San Francisco, affected workers, and employee organizations formally representing affected workers as third-party beneficiaries for the limited purpose of enforcing the Prevailing Wage Requirements, including the right to file charges and seek penalties against any Contractor or Subcontractor in accordance with San Francisco Administrative Code Section 23.61.
Tenant’s failure to comply with its obligations under this Section will constitute a material breach of this Lease. A Contractor’s or Subcontractor’s failure to comply with this Section will enable City to seek the remedies specified in San Francisco Administrative Code Section 23.61 against the breaching Party. For the current Prevailing Rate of Wages, see www.sfgov.org/olse or call City’s Office of Labor Standards Enforcement at (415) 554-6235. (c) Tenant will also pay, and will require its subtenants, and Contractors and Subcontractors (regardless of tier) to pay, the Prevailing Rate of Wage for the following activities on the Premises as set forth in and to the extent required by San Francisco Administrative Code Chapter 21C: a Public Off-Street Parking Lot, Garage or Automobile Storage Facility (as defined in Section 21C.3), a Show (as defined in Section 21C.4), a Special Event (as defined in Section 21C.8), Broadcast Services (as defined in Section 21C.9), Commercial Vehicles, Loading and Unloading for Shows and Special Events (as defined in Section 21C.10), and Security Guard Services for Events (as defined in Section 21C.11).
(d) Tenant and its subtenants will comply with the applicable requirements of Section 6.2 [ Local Hiring Requirements ] and Section 6.3 [ Prevailing Wages and Working Conditions] above in the performance of any Alterations.
6.4. Title to Improvements
Except for Tenant ’s Personal Property (defined i n Section 6.6 [ Tenant’s Personal Property] below), or as may be specifically provided to the contrary in the approved Plans, all appurtenances, fixtures, improvements, furnishings, equipment, additions, and other property attached or affixed to or installed in the Premises at the Term Commencement Date or during the Term, including the equipment located on the Premises as specified in Exhibit C (“Café Equipment”), Leasehold Improvements, and any Alterations, will be and remain City’s property.
Tenant may not remove any City property at any time during or after the Term unless City so requests as further provided in Section 23 [ Surrender of Premises ] below. City may conduct monthly inspections of the Premises, including but not limited to the Café Equipment, and City’s fire extinguisher(s) and lighting.
6.5. Common Seating Area Furnishings
Within thirty (30) days after the Term Commencement Date and in connection with Tenant’s use of the Premises , Tenant shall provide commercial restaurant quality tables, chairs, and other furnishings (“Common Seating Area Furnishings”) which complement the Building’s aesthetics and will facilitate and encourage use of the Common Seating Area. Tenant shall purchase such Common Seating Area Furnishing at its sole cost pursuant to a plan and cost preapproved by City. Prior to the Effective Date, Tenant shall submit to City a design and cost for the Common Seating Area Furnishings. City shall have ten (10) business days from receipt to approve, disapprove, or condition its approval. During the Term, Tenant, at its sole cost, shall be responsible for maintaining and repairing all Common Seating Area Furnishings in a first -class manner and condition, including replacement thereof . Tenant will pay any taxes or other DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
15 impositions levied or assessed on the Common Seating Area Furnishings as Personal Property, at least ten (10) days before delinquency, and, on request, deliver s atisfactory evidence of that payment to City.
6.6. Tenant’s Personal Property
Furniture, trade fixtures, office equipment, and articles of movable personal property that are not Café Equipment located on the Premises as of the Effective Date, Alterations, or other appurtenances, fixtures, improvements, furnishings, equipment, additions, and other property attached or affixed to or installed in the Premises at the Term Commencement Date or during the Term (a) that are installed in the Premises by Tenant, without expense to City, and (b) that can be removed without structural or other damage to the Premises (collectively, “ Tenant’s Personal Property”) will be and remain Tenant’s property. Tenant may remove Tenant’s Personal Property at any time during the Term, subject to the provisions of Section 6.5 [Common Seating Area Furnishings] above and Section 23 [Surrender of Premises] below. Tenant will pay any taxes or other impositions levied or assessed on Tenant ’s Personal Property, at least ten (10) days before delinquency, and, on request, deliver satisfactory evidence of that payment to City.
6.7. City’s Alterations of the Building and Building Systems City reserves the right at any time to make alterations, additions, repairs, deletions, or improvements to the Common Areas or any other part of the Building or the Building S ystems, provided that the alterations or additions do not materially interfere with Tenant’s ability to conduct its business ; provided that such alterations or additions may materially interfere with Tenant’s business without notice in the event of emergency.
7. REPAIRS AND MAINTENANCE
7.1. City’s Repairs
City will repair and maintain the structural portions of the Building, including the Building Systems and the Common Areas; provided, however, Tenant will reimburse City for any damage, excluding normal wear and tear, caused by any act or omission of Tenant, its Agents, or its Invitees.
In making those repairs, City may use structures in the Premises where reasonably required, provided that the work may not unreasonably block the main entrance to the Premises or unreasonably interfere with Tenant ’s business. Tenant waives any claim for damages for any injury or inconvenience to or interference with Tenant ’s business, any loss of occupancy or quiet enjoyment of the Premises, or any other loss occasioned thereby.
7.2. Tenant’s Repairs
Tenant will use the Building, Building Systems, Premises, and Common Areas in a clean, secure, safe, and sanitary manner and will use all portions of the Building, Building Systems, Premises and Common Areas only for the specific purpose for which they were constructed. City will make all repairs and replacements at Tenant’s sole cost and expense (including all costs of labor at City’s then prevailing employee hourly rates plus benefits) resulting from any damage to the Building, Building Systems, Premises, and Common Areas, excluding normal wear and tear, caused by any act or omission of Tenant, its Agents, or its Invitees. Tenant shall pay such charges to the City promptly upon billing.
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
16 Tenant, at its sole cost, will be responsible for cleaning, maintaining, and repairing all non- structural portions of the Premises , all Common Seating Area Furnishings, and all Café Equipment.
7.3. Tenant's Special Maintenance Obligations
(a) Grease Trap Maintenance. Tenant shall perform daily and weekly maintenance of the existing Thermaco Big Dipper grease trap located in the Cafe Support Rm L 143 ("Grease Trap ") in accordance with City 's specifications as described.in Exhibit J (“Grease Trap Maintenance Specifications"). Tenant's failure to perform daily and weekly maintenance of the Grease Trap will result in serious Building plumbing issues. Tenant shall promptly reimburse City for the cost of any corrective measures associated with Tenant's failure to maintain the Grease Trap in accordance with the Grease Trap Maintenance Specifications.
City shall perform quarterly maintenance of the grease trap and shall provide Tenant with advance notice of such quarterly maintenance. (b) Granite Wall and Countertop Maintenance. Tenant is responsible for cleaning and maintaining the granite wall and counter tops located in the Lobby Cafe. If the granite wall or countertops comes into contact with materials that may cause staining or discoloration, Tenant shall immediately wipe off the material, rinse with a mild soap solution and then rinse thoroughly with clean water. Tenant acknowledges that granite is highly susceptible to heat dama ge and shall not place any hot materials which could damage the granite on it. Tenant shall be responsible for any damage caused to the granite by Tenant beyond normal wear and tear.
(c) Café Appliance Maintenance. Tenant shall maintain the following Café Equipment in good, clean condition and repair: the stainless steel work top cooler, the stainless steel self -serve refrigerator display case, the stainless steel below counter refrigerator, the water filter, the ice machine with bin water cooler, the reach-in cooler, and the reach -in freezer (together, the “ Café Appliances ”). Tenant’s maintenance obligations shall include maintaining the proper temperatures, filters, and condenser coils of the Café Appliances. City may conduct quarterly inspections of such Café Appliances and provide email notice of any outstanding maintenance and repair issues which Tenant must promptly correct.
8. LIENS AND ENCUMBRANCES
8.1. 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 such 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 (defined in Section 17.2 [Tenant’s Indemnity] below) City and its Agents from and against any C laims for mechanic ’s, material supplier’s, or other liens in connection with any DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
17 Alterations, repairs, or construction on the Premises, or materials furnished or obligations incurred by or for Tenant.
8.2. 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.
9. UTILITIES AND SERVICES
9.1. Utilities and Services
City will provide the basic Building utilities and services described in the attached Exhibit D (“ Standard Utilities and Services ”) to the Premises, subject to the terms and conditions stated in Exhibit D. 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 typically used by office building tenants, as provided in Section 9.4 [Excess Use] below.
9.2. Security
Tenant will be solely responsible for furnishing, at its cost, any security or related services that Tenant may need for its use of the Premises and obligations under this Lease. Any security services prov ided by Tenant shall be coordinated with the Facilities Manager and avoid any conflict with existing SFPUC security services.
9.3. 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 pa y the full Rent or to perform each of its other covenants under the Lease, 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.
9.4. 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 at 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 additional dedicated circuit(s) or that will impair the proper functioning or capacity of DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
18 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 St andard 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.
9.5. Floor Load
Tenant will not place or install in the Premises any equipment that weighs more than the normal load-bearing capacity of the walls and floors of the Building w ithout City’s prior written consent, which City may give, condition, or refuse at 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 6.1 [Tenant’s Alterations], 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.
9.6. Interruption of Services
City’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 sh utdowns 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 Requirement s permitting the termination of this Lease based on the interruption, failure, or inability.
10. COMPLIANCE WITH LEGAL REQUIREMENTS AND RISK MANAGEMEN T
REQUIREMENTS
10.1. Compliance with Legal Requirements
Except as provided in Section 5.6 [Leasehold Improvements] for the limited circumstances concerning the initial improvements, a t 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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
19 occupancy certificate issued under any law by any public offic er 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 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 7.2 [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 Requi rements involved, and whether the Legal Requirement s involved are related to Tenant’s particular use of the Premises.
10.2. Regulatory Approvals
(a) Responsible Party . Tenant’ s use of the Premises and construction of Alterations 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 17.2 [Tenant’s Indemnity] below) against all Claims (defined in Section 17.2 [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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
20 modifying or limiting Tenant’ s obligation to cause the Premises to be used and occupied in accordance with all applicable Legal Requirements.
10.3. 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, Tenant will faithfully observe any and all requirements of City’s Risk Manager with respect to Tenant’s use and occupancy of the Premises.
11. 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 dee d of trust and all 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, at its respective discretion, City or the holder may elect not to subordinate this Lease to those interests. 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.
12. 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 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 business or use and occupancy or quiet enjoyment of the Premises or any other loss or damage because of 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.
13. DAMAGE AND DESTRUCTION
If any portion of the Building are damaged by casualty but the Premises remain tenantable for the Permitted Use, then the damage will be repaired in accordance with Section 7 [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 (“Repairs”) within one hundred eighty (180) days after the date of the DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
21 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 (3 0) 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 City’s right to terminate if the Repairs cannot be completed within one hundred eighty (180) days after the date of the damage or destruction , if more than twenty -five 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.
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 13 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.
14. EMINENT DOMAIN
If 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 tak en 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. Condemnat ion 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.
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
22 City and Tenant intend that the provisions of this Section 14 govern 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.
15. ASSIGNMENT AND SUBLETTING
As a material consideration to City entering into this Lease, Tenant shall comply with the following restrictions on Assignment and Subleasing.
15.1. 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, pledge, or otherwise transfer any part of its interest in or rights with respect to the Premises 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.
15.2. 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 wi ll 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.
15.3. City’s Response
(a) Within twenty (20) days after City’s receipt of the Notice of Proposed Transfer and the proposed Transferee’s current financial statements (“Response Period”), by written notice to Tenant (“City’s Response”), at its sole discretion City may elect to: (i) 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 (ii) deny, grant, condition, or withhold its consent as in City’s Response. (b) If City declines to exercise its option under subsection (a) above 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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
23 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, then Tenant will submit a new Notice of Proposed Transfer for any Assignment or Sublease. (c) If, after City declines to exercise its option to terminate the Lease under subsection (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 th e 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. (d) 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. (e) 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 D efault), 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.
15.4. Intentionally omitted
15.5. 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.
15.6. 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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
24 investigations as to the acceptability of the proposed Transferee and legal costs incurred in connection with the granting of any requested consent.
15.7. Indemnity for Relocation Benefits
Without limiting Section 15.6 [Assumption 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 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.
16. DEFAULT; REMEDIES
16.1. 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 o r 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 two (2) times 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 two (2) times 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 solely for the Permitted Use and such failure continues for a period of three (3) business days following written notice from City;
(d) construction or installation of any Alteration without City’s written approval as required by Section 6 [Alterations] of this Lease;
(e) a failure by Tenant to execute and deliver to City the estoppel certificate within the time period and in the manner required by Section 20.1 [Tenant’s Estoppel Certificates] below, and Tenant’s failure to cure the foregoing default within five (5) days following written notice from City;
(f) a Transfer, or attempted Transfer, of this Lease or the Premises by Tenant contrary to the provisions of Section 15 [Assignment and Subletting]; DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
25 (g) 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 deliver evidence of such coverage or failure to reinstate such coverage, all within three (3) business days following written notice from City;
(h) a vacation or abandonment of the Premises for a continuous period e xceeding five (5) business days; or
(i) 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.
16.2. 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:
(a) 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. (b) 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:
(i) The reasonable cost of recovering the Premises; plus (ii) The reasonable cost of removing Tenant’s Alterations, trade fixtures, and improvements; plus
(iii) 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 (iv) The amount by which the Rent that 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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
26 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 (v) The amount by which the R ent that 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 (vi) Other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable 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.
(c) City shall have 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 thi s Lease, including the right to recover R ent 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 T erm), 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 R ent 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 T erm. 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. (d) 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 15 [Assignment and Subletting] above 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.
(e) During the continuance of an Event of Default, City may enter 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 fixtures 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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
27 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 16.2(b) above. Tenant waives all C laims that may be caused by City ’s reentering and taking possession of the Premises or removing and storing Tenant ’s Personal Property under this Section 16.2 and Tenant will I ndemnify City for all Claims resulting fr om 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. (f) City may require Tenant to remove any and all Alterations from the Premises or, if Tenant fails to do so within ten (10) days after City ’s request, City may do so at Tenant ’s expense.
(g) City may cure the Event of Default at Tenant ’s expense, it being understood that 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 p aid or the expense is incurred until City is reimbursed by Tenant.
16.3. Waiver of Redemption
Tenant hereby waives, for itself and all perso ns 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.
16.4. 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 C ity’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 A dditional Charges, all costs, damages, expenses, or liabilities incurred by City, including reasonable 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.
16.5. 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 6 [Alterations] of this Lease, (ii) fails to make a repair or perform maintenance required by Section 7 [Repairs and Maintenance] on a timely basis, or (iii) fails to provide evidence of the required insurance coverage described in Section 18 [Insurance] below on a timely basis, then, upon City’s written notice of such failure or unauthorized action, Tenant shall pay, as Additional Charges, the amount specified in the 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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
28 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 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 6.1
[Tenant’s Alterations])
6.1 $700.00 $800.00
Failure to make required
maintenance or repairs
7 $600.00 $700.00
Failure to obtain or maintain
required insurance
18 $600.00 $700.00
Failure to maintain continuous Café
operation
Failure to fulfill Tenant’s
obligations in Section 7.3 [Tenant’s
Special Maintenance Obligations]
and Exhibit D
5.2 7.3 and
Ex. D
$500.00
$500.00
$600.00
$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 p roviding notices or performing inspections as set forth above and that City’s right to impose the foregoing charges 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 fo rth in this Section 16.5 shall be increased on each Adjustment Date by three percent (3%).
17. WAIVER OF CLAIMS; INDEMNIFICATION
17.1. Limitation on City’s Liability; Waiver of Claims
City will not be responsible for or liable to Tenant, and 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) the undemised nature of the ground floor Premises; 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.
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
29 In connection with the foregoing releases, Tenant acknowledges that it is familiar with Section 1542 of the California Civil Code, which reads:
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 acknowledges that the releases contained in this Lease include all known and unknown, disclosed and undisclosed, and anticipated and unanticipated Claims. Tenant understands and acknowledges that it has agreed upon this Lease in light of this understanding and, being fully aware of this situation, it nevertheless intends to waive the benefit of California Civil Code Section 1542, or any statute or other similar law now or later in effect. The releases contained in this Lease shall survive any termination of this Lease. Nothing in this Section will relieve City from liability cau sed 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.
17.2. 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 the San Francisco Public Utilities Commission , and all of its and their Agents, and their respective heirs, legal representatives, successors, and assigns (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 un enforceable 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 include s 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: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
30 18. INSURANCE
18.1. Tenant’s Insurance
(a) Tenant, at no cost to City, shall procure and keep in effect at all times during the Term of this Lease, and cause its contractors and subcontractors to maintain at all times during construction activities on the Premises, insurance as follows:
(i) 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 limits not less than One Hundred Thous and Dollars ($100,000)), personal injury, products and completed operations . The policy shall include an endorsement for physical abuse, sexual molestation coverage, and food product/service liability.
As well the policy shall provide for water damage legal liability (of limits not less than $100,000) in which the insurer will pay this sum that the named insured becomes legally obligated to pay as damages because of direct physical loss to covered property caused by accident and arising out of any covered cause of loss.
(ii) Worker's Compensation Insurance with Employer's Liability Limits not less than One Million Dollars ($1,000,000) each accident. (iii) 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 or causes to be used automobiles in connection with its use of the Premises. (iv) Property Insurance, with business interruption coverage, on an all- risk form, or an equivalent form acceptable to City, for one hundred percent (100%) of the full replacement value of the Personal Property and any permitted Alterations. The proceeds from any such policy shall be used by Tenant for the replacement of Tenant's Personal Property. Such Property Insurance policy shall be endorsed with a waiver of subrogation in favor of the City. (v) Such 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.
(b) Should any of the required insurance be provided under a claims-made form, Tenant shall maintain such 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, should occurrences during the Term give rise to claims made after expiration or termination of this Lease, such claims shall be covered by such claims-made policies. (c) Should any of the required insurance be 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 such general annual aggregate limit, such general aggregate limit shall double the occurrence or claims limits specified above.
(d) All liability insurance policies shall be endorsed to provide the following:
(i) Name as addi tional insured the City and County of San Francisco, its Public Utilities Commission and its commissioners, its officers, agents, and employees.
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
31 (ii) That such 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, except with respect to the insurer's limit of liability. (e) Each insurance policy required pursuant to Section 18.l(a) above shall 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 VII I" or higher in the most recent edition of Best's Insurance Guide.
(f) Tenant shall provide thirty (30) days' advance written notice to City of cancellation, intended non-renewal, or reduction or depletion in coverages (“Insurance Change”), except for non-paym ent for which no less than ten ( 10) days' notice shall be provided to City.
Within one ( 1) business day of receiving any notice from its insurance provider or broker of an Insurance Change, Tenant shall provide a copy of such notice to City and take prompt action to prevent the Insurance Change , or to reinstate or replenish the cancelled, reduced, or depleted coverage, or obtain the full coverage required by this Section 18 [ Insurance] from a different insurer meeting the qualifications of this Section.
(g) Tenant shall deliver to City certificates of insurance and a dditional insured policy endorsements from insurers in a form satisfactory to City, evidencing the coverage required hereunder, before the Effective Date, together with complete copies of the policies promptly upon City's request, and Tenant shall provide City with certificates or policies thereafter at least thirty (30) days before the expiration dates of expiring policies. Tenant and its contractors shall submit or cause their respective insurance brokers to submit requested information through the Exigis insurance verification program designated by City or any successor program used by City for verification of Tenant and contractor insurance coverage. In the event Tenant fails to procure such insurance, or to deliver such policies or certificates, City may procure, at its option, without waiving any rights or remedies which City may have for Tenant's default hereunder, the same for the account of Tenant, and the cost thereof shall be paid to City within five (5) days after delivery to Tenant of bills therefor. ·
(h) Upon City's request, Tenant and City shall periodically review the limit s and types of insurance carried pursuant to this Section 18. If the general commercial practice in the City and County of 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 Tenant shall, at City's request, increase the amounts or coverage carried by Tenant to conform to such general commercial practice. (i) Tenant's compliance with the provisions of this Section shall in no way relieve or decrease Tenant's liability under Section 17.2 [Tenant's Indemnity], or any of Tenant's other obligations under this Lease.
(j) Notwithstanding anything to the contrary in this Lease, if any of the required insurance coverage lapses, this Lease shall terminate upon three (3) days' notice to Tenant, unless Tenant renews the insurance coverage within the notice period.
18.2. Tenant’s Personal Property
At no cost to City, Tenant is responsible for separately insuring Tenant’s Personal Property including the Common Seating Area Furnishings for all losses and damages, including theft.
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
32 18.3. City’s Self Insurance
Tenant acknowledges that City self-insures against casualty, property damage, and public liability risks although, at City’s sole election (but without obligation to do so), City may c arry third-party insurance coverage for the Building, the Premises, or otherwise.
18.4. Reserved
18.5. 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 re quired to be purchased by the Waiving Party under this Lease or is actually covered by insurance held by the Waiving Party or its A gents. Each Waiving Party will obtain 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.
19. 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 T enant’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 required. City may 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, a ctual 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).
20. CERTIFICATES
20.1. 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 Term 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: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
33 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.
20.2. 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 Term 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.
21. RULES AND REGULATIONS
Tenant will faithfully comply with the rules and regulations attached to this Lease as Exhibit E (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.
22. SECURITY DEPOSIT
Within five (5) days after the Effective Date, Tenant will pay to City 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: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
34 23. 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 Leasehold Improvements, Café Equipment , 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 required 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, at 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 impro vements 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 Leasehold 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.
24. REMOVAL OF ELECTRICAL AND TELECOMMUNICATIONS WIRES
24.1. 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 (“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: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
35 24.2. Compliance with Legal Requirements and Discontinuance of Wire Use Tenant will comply with all applicable Legal Requirements with respect to the W ires.
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.
24.3. 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.
24.4. City’s Right to Retain Security Deposit
City may retain Tenant’s Security Deposit after the expiration or sooner termination of this Lease until one of the following events has occurred with re spect to all of the Wires: (a) City elects to retain the Wires under Section 24.1(a) [City May Elect to Remove or Retain Wires]; (b) City elects to perform the Wire Restoration Work under Section 24.1(b) [City May Elect to Remove or Retain Wires] 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 24.1(c) [City May Elect to Remove or Retain Wires] , the Wire Restoration Work is complete, and Tenant has paid for all related costs.
24.5. City Can Apply Security Deposit; Survival
If 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.
25. HAZARDOUS MATERIALS
25.1. Definitions
As used in this Lease:
(a) “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.
(b) “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: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
36 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.
(c) “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.
(d) “Release” when used with respect to Hazardous Material include s 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.
25.2. No Hazardous Materials
Neither Tenant nor any of its Agents or Invitees 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 in connection with the Permitted Uses (such as copy toner and other normal office, food preparation, kitchen, 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.
25.3. 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 Envi ronmental Laws, including Chapter 36 of the San Francisco Building Code then, without limiting Tenant ’s Indemnity contained in Section 17.2 [Tenant’s Indemnity], 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, the loss or DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
37 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 Environmenta l 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 that 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.
25.4. Survival of Obligation
Tenant’s obligations under this Section 25 will survive the expiration or earlier termination of this Lease.
25.5. Hazardous Substance Disclosure
California Legal Requirements require landlords to disclose to tenants t he 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 smoke, methane, and building materials containing chemicals, such as formaldehyde . 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.
26. SPECIAL PROVISIONS
None.
27. GENERALLY APPLICABLE PROVISIONS
27.1. 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, DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
38 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 27.1 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 received upon the confirmed date of delivery, attempted delivery, or rejected delivery, whichever occurs first. Any e mail 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 e mail 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, but 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 notices received regarding any alleged violation of Legal Requirements or insurance requirements or any alleged unsafe condition or practice.
27.2. 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.
27.3. 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 Directo r, 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 the San Francisco Public Utilities Commission, and/or the San Francisco Board of Supervisors.
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39 27.4. Authority
If 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. O n City’s request, Tenant will provide City with evidence reasonably satisfactory to City confirming these representations and warranties.
27.5. 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.
27.6. 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 Leas e 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 “including” or similar words shall not be construed to limit any general term, statement, or other matter in this Lease, whether or not language of non-limitation, such as “without limitation,.” “but not limited to,” or similar words, are used.
27.7. 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.
27.8. Brokers
Neither Party has had any contact or dealings regarding leasing the Premises to Tenant, or any communication in connec tion 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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
40 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 Indem nify 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.
27.9. 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.
27.10. Governing Law
This Lease will be construed and enforced in accordance with the Legal Requirements of the State of California and City’s Charter.
27.11. Entire Agreement
This Lease, including its attached exhibits, which are made a part of this Lease by this reference, contains the entire agreement 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.
27.12. 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). F or 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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
41 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.
27.13. Holding Over
(a) If Tenant retains possession of any portion of the Premises after the Expiration Date 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 (i) the greater of one hundred fifty percent (150%) of the latest Base Rent payable by Tenant before the Expiration Date or $5,000 per month, for the first 30 days whichever is greater, (ii) $8,000 per month for the next 30 days, and (iii) of $10,000 per month thereafter, and Tenant’s lease of the Premises 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 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. (b) Tenant’s obligations under this Section will survive the expiration or termination of this Lease.
27.14. 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.
27.15. 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.
27.16. 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.
27.17. 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 port ions of any Common A reas of the Building or from the exterior of the Premises without City’s prior written consent, which, at its sole discretion, City may grant, condition, or withhold.
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42 27.18. 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 c onstrued to create any third- party beneficiary rights in any Party , unless otherwise expressly provided.
27.19. Payments to Tenant
Tenant acknowledges that Cit y cannot make any payments to Tenant unles s 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.
27.20. 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 Tenant, or in any other way affect this Le ase or Tenant ’s obligations under the Lease.
27.21. No Recording
Tenant may not record this Lease or any memorandum of this Lease in the public records.
27.22. 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.
27.23. Cooperative Drafting
This Lease has been drafted through a coop erative 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.
27.24. 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 27.25. Effective Date
This Lease will be effective on the date on that (a) City’s Public Utilities Commission, at its sole and absolute discretion, adopt s a resolution approving this Lease; (b) Tenant is enrolled with City’s Controller ACH electronic payment system ; and (c) this Lease is duly executed and delivered by the Parties.
28. CITY REQUIREMENTS
28.1. 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.
28.2. Taxes, Assessments, Licenses, Permit Fees, and Liens (a) Tenant re cognizes 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.
(b) Tenant will pay to the proper auth ority on or before when due all taxes and assessments of every 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 by Legal Requirements, 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 interest may be subject to the payment of special taxes, including without limitatio n 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. (c) 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, assessment, 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 (d) 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 Lea se be provided to the County Assessor within sixty (60) days after the transaction. Accordingly, Tenant must provide a copy of this Lease, and any renewals, extensions, Assignment document, 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 document, 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.
28.3. Non-Discrimination 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 percep tion 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-Discrimination 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 prior to the Effective Date , (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 provi sions 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.
28.4. 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 assistance Legal Requirements (including California Government Code Section 7260 et seq.).
28.5. 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.
28.6. 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. I f 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 purchase 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.
28.7. Restrictions on the Use of Pesticides
(a) Chapter 3 of the San Francisco Environment Code ( Integrated Pest Management Program Ordinance or “IPM Ordinance”) describes an integrated pest management DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
46 (“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 t he 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 IPM Policy described in Section 300 of the IPM Ordinance, and (iii) identifies, by name, title, address , and telephone number, an individual to act as 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 Ordinance: (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 staff or contractors.
(b) 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 California 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.
28.8. 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 , 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.
28.9. Sunshine 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 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.
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47 28.10. Conflicts of Interest
Through its execution of this Lease, Tenant acknowledges that it is familiar with t he 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. If Tenant becomes aware of any violation during the Term, Tenant will immediately notify City.
28.11. Charter Provisions
This Lease is governed by and subject to the provisions of City’s Charter.
28.12. Drug-Free Workplace
Tenant acknowledges that under the Federal Drug- Free Wor kplace Act of 1989, the unlawful manufacture, distribution, possession, or use of a controlled substance under f ederal 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.
28.13. Prohibition of Tobacco Sales and Advertising
Tenant acknowledges and agrees that no advertising 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 Premises. 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.
28.14. Prohibition of Alcoholic Beverage Advertising
No advertising of alcoholic beverages is allowed on the P remises. 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.
28.15. 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 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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
48 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 benefit set forth in Section 12Q.3 of the HCAO. If Tenant chooses to provide 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 Tenant is a small business as defined in Section 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 pur sue 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 requ irements 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.
(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.
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49 (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), but Tenant later enters into an agreement or agreements that cause Tenant ’s aggregate amount of all agreements with City t o 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.
28.16. Notification of Prohibition on Contributions
For the purposes of this Section, a “ City Contractor” is a party that contracts with, or seeks to contract with, the City for the sale or leasing of any land or building to or from the City whenever such transaction would require the approval by a City elective officer, the board on which that City elective officer serves, or a board on which an appointee of that individual serves.
Through its execution of this Agreement , Tenant acknowledges that it is familiar with Section 1.126 of the San Francisco Campaign and Governmental Conduct Code, which prohibits a City Contractor from making any campaign contribution to (1) the City elective officer, (2) a candidate for the office held by such individual, or (3) a committee controlled by such individual or candidate, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for that contract or twelve (12) months after the date that contract is approved. Tenant acknowledges th at the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $ 100,000 or more. Tenant further acknowledges that (i) the prohibition on contributions applies to Tenant, 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 ten percent (10%) in Tenant, any subcontractor listed in the contract, and any committee that is sponsored or controlled by Tenant, and (ii) within thirty (30) days of the submission of a proposal for the contract, the City department seeking to enter into the contract must not ify the Ethics Commission of the parties and any subcontractor to the contract. Additionally, Tenant certifies it has informed each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126 by the time it submitted a proposal for the contract to the City, and has provided the names of the persons required to be informed to the City department seeking to enter into that contract within thirty (30) days of submitting its contract proposal to the City department receiving that submittal, and acknowledges the City department receiving that submittal was required to notify the Ethics Commission of those persons.
28.17. 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 C ity. Tenant will comply with all applicable provisions of those code sections.
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50 28.18. Food Service and Packaging Waste Reduction Ordinance Tenant will comply with and is bound by all of the applicable provisions of the Food Service and Packaging Waste Reduction Ordinance, as set forth in the San Francisco Environment Code, Chapter 16, including the remedies provided therein, 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. Accordingly, Tenant acknowledges that City contractors and lessees may not use Food Service Ware for Prepared Food in City Facilit ies and while performing under a City contract or lease (a) where the Food Service Ware is made, in whole or in part, from Polystyrene Foam, (b) where the Food Service Ware is not Compostable or Recyclable, or (c) where the Food Service Ware is Compostable and not Fluorinated Chemical Free. The capitalized terms (other than Tenant and City) in the previous sentence are defined in San Francisco Environment Code Section 1602.
28.19. 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.
28.20. 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 provi sions 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 that 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.
(d) Tenant and subtenants may not inquire about or require applicants, potential applicants 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) DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
51 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 employees that are reasonably likely to reach persons who are reasonably likely to seek employment with Tenant or any subtenant at the Premises, that Tenant or any 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 with in 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.
28.21. Vending Machines; Nutritional Standards
Tenant may not install or permit any vending machine on the Premises without the prior written 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 S ection 4.9 -1(c), as may be amended from time to time (“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 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 permitte d or that violates the Nutritional Standards Requirements. In addition, any restaurant located on the Premises is encouraged to ensure that at least 25% of Meals offered on the menu meet the nutritional standards set forth in San Francisco Administrative Code Section 4.9-1(e), as may be amended.
28.22. All-Gender Toilet Facilities
If applicable, Tenant will comply with San Francisco Administrative Code S ection 4.1-3 requiring at least one a ll-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: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
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.
28.23. 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.
28.24. 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.
28.25. 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 are susceptible to flooding in a 100-year storm, as shown on the San Francisco Public Utilities Commission’s 100-Year Storm Flood Risk Map. 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 28.26. Consideration of Salary History
In addition to Tenant's obligatio ns 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 web at https://sfgov.org/olse/consideration- salary-history.
28.27. GASB 87 Lease Accounting
The Governmental Accounting Standards Board (“ GASB”), an independent organization that 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,
TENANT ACKNOWLEDGES 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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54 City and Tenant have executed this Lease as of the date first written above.
TENANT:
SPRO LLC, a California limited liability company
By: _________________________________
RICHMOND LEE
Its: Co-Founder/Co-Owner
By: _________________________________
LIZA OTANES
Its: Co-Founder/Co-Owner
CITY:
CITY AND COUNTY OF SAN FRANCISCO,
a municipal corporation acting by and through its
PUBLIC
UTILITIES COMMISSION
By: _________________________________
DENNIS J. HERRERA,
General Manager
San Francisco Public Utilities Commission
APPROVED AS TO FORM:
DAVID CHIU, City Attorney
By: _______________________________
Shari Geller Diamant
Deputy City Attorney
Authorized by
San Francisco Public Utilities Commission
Resolution No.
Adopted:
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55 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
A-1
EXHIBIT A
FLOOR PLANS
CONSISTING OF TWO PAGES
Lobby Cafe
Common Seating Area
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A-2
Preparation and Storage Area
Area not accessible to
Tenant
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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 Term Commencement Date, Lease Between _____________________ (Tenant), and the City and County of San Francisco (City), by and through its Public Utilities Commission, for the Premises located at 525 Golden Gates Avenue, San Francisco, California
Dear Ms. Russell:
This letter will confirm that for all purposes of the Lease, the Term Commencement Date (as defined in Section 3.2 [Confirmation of Term Commencement Date and Expiration Date] of the Lease) is ______________, 20__.
Please acknowledge your acceptance of thi s letter by signing and returning a copy of this letter.
Very truly yours,
_________________________________
By: ___________________________
Title: ___________________________
Accepted and Agreed:
By: __________________________
Rosanna S. Russell
Real Estate Director
Dated: ________________________
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C-1
EXHIBIT C
CAFÉ EQUIPMENT SCHEDULE
Fixtures and Equipment
Item Qty Breaker Amps Location Description
Café Lobby Equipment
1 1 CAFÉ Stainless Steel Beverage Counter Base
2 3 CAFÉ Corian Countertop
3 3 CAFÉ Stainless Steel Waste Chute
4 2 CAFÉ Stainless Steel Waste Chute Cabinet
5 1 CAFÉ Stainless Steel Utility Sink
6 1 CAFÉ Stainless Steel Hand Sink Lobby
7 2 CAFÉ Stainless Steel Splash Guard
8 2 2 15A CAFÉ Stainless Steel Warming Drawer
9 1 CAFÉ Polyethylene Cutting Board
10 4 CAFÉ Stainless Steel Storage Cabinet
11 1 CAFÉ Two-Tier Wire Shelving
12 4 CAFÉ Stainless Steel Base Dry Cabinet
13 1 CAFÉ Stainless Steel Work Top Cooler
14 1 CAFÉ Stainless Steel Utility Sink Lobby
15 2 17&19 15A Each CAFÉ Hot Water Dispenser / Drain Pan 16 2 CAFÉ Corian Countertop & Die Wall
17 1 CAFÉ Display Die Wall
18 1 CAFÉ Stainless Steel Worktable, open base
19 1 20/22 30A CAFÉ Stainless Steel Self-Serve Refrigerator Display Case 20 1 CAFÉ Glass Sneeze Shield
21 1 CAFÉ Low Swing Gate
22 4 CAFÉ Stainless Steel Wall Splash Guard
23 1 CAFÉ Heat Resistant Marble Countertop
24 1 15 15A CAFÉ Stainless Steel Below Counter Refrigerator Café Prep Equipment
25 2 PREP Stainless Steel Worktable
26 5 PREP Stainless Steel Wall Shelf
27 1 PREP Stainless Steel Wall Lining
28 1 PREP Mop Sink
29 1 PREP Water Filter
30 1 32 20A PREP Ice Machine W/ Bin Water Cooler
31 1 34 20A PREP Reach-In Cooler – French Doors
32 1 32 20A PREP Reach-In Cooler – Single Door
33 1 27 15A PREP Reach-In Freezer
34 1 PREP Stainless Steel Hand Sink
35 2 PREP Stainless Steel Splash Guard
36 1 PREP Towel Dispenser Prep Room
37 3 PREP Four-Tier Wire Shelving
38 1 PREP Stainless Steel Worktable W/ Prep Sink
39 1 Ea. PREP Trash/Compost/Recycling Cans
40 1 PREP Stainless Steel Wall Shelf
41 1 PREP Stainless Steel Rack Shelf
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C-2
42 1 PREP Stainless Steel Tubular Shelf
43 1 35 15A PREP Undercounter Dishwasher Low Temp
44 1 PREP Stainless Steel Pot Wash Sink
45 1 38 20A PREP Grease Trap
46 2 PREP Wire Shelving Four-Tier Epoxy
47 7 PREP Wire Shelving Four-Tier
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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. V entilation; Heating and Air-Conditioning. Ventilation to the Premises, and air- conditioning and heating to the Premises in season, Monday through Friday, except holidays generally recognized in the City, from 7:00 a.m. to 5:00 p.m., and at the temperatures and in the amounts as City deems reasonably necessar y, 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. Electric 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 the Café Equipment and office machines. 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 wit hout 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. Wat er. Water available at points of supply on a 24- hours a day, 7- days a week basis.
D. Pest Control. Routine pest control in amounts typical for a San Francisco office building.
E. Janitorial Service. Building Standard J anitorial Service to the Common Areas, only as provided below, on a five -day per week basis, Monday through Friday, except holidays generally recognized in the City of San Francisco. Tenant will pay to City any cost incurred by City in excess of the services general ly provided for the other tenant in the Building. Tenant will also pay City the cost of removal of any of Tenant’s extraordinary refuse, recycling, or rubbish.
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D-2
TENANT’S RESPONSIBILITIES
Tenant, at its sole cost, shall be responsible for the following services to the Premises and the Common Areas:
I. SPECIFICATION OF SERVICES TO BE PERFORMED BY TENANT - SCOPE OF WORK
A. Tenant’s employees shall furnish all labor, materials and equipment required to perform general Common Area and interior service described in the table below, five (5) days a week, Monday through Friday, excluding City holidays, in accordance with these specifications:
B. All services shall be performed during normal working hours C. Tenant 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.
D. Tenant shall make good faith efforts to assure Tenant and its Invitees and Agents avoid littering, blocking of hallways and exits, and other events that incur additional time or costs to the City.
E. During Tenant's hours of operation, Tenant shall keep the Common Seating Area and Common Seating Area Furnishings free of dishes, utensils, food, debris, and spills and in a neat, clean, orderly, and attractive condition at all times and shall, as necessary, provide and empty garbage receptacles serving such area. If Tenant fails to maintain the Common Seating Area and Common Seating Area Furnishings in the condition required hereunder, the Facilities Director may provide written or oral notice to the manager or senior employee then on duty in the Lobby Cafe (an "Informal Cleaning Request") describing such deficiency (“Cleaning Default"), and Tenant shall promptly correct the deficiency. If City provides Tenant with written notice at the address given for notices to Tenant in the Basic Lease Information that the Facilities Director has provided four (4) or more Informal Cleaning Requests in any calendar month, then, without limiting City's remedies under this Lease, upon any subsequent Cleaning Default in such calendar month, at the electio n of the Facilities Director, City may cause such Cleaning Default to be corrected by a City employee, vendor, or contractor, and Tenant shall reimburse City for the reasonable cost of such services plus a fifteen percent (15%) administration fee within ten (10) days of City's invoice therefor
F. Tenant shall abide by all Building composting regulations
Area of Service Type and Frequency of Service
General Common Area
Restrooms
Daily, Monday thru Friday, except City Holidays:
Inspect and report need for service and/or to replenish hand soap, paper towel, seat cover, toilet tissue dispensers DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
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and the like (e.g. leaky faucets, malfunctioning urinals or toilets, etc.) to the Facilities Director or his/her/ their designee
Refuse Removal Tenant shall diligently keep the Common Seating Area and refuse and recycling collection areas free of debris and notify the Facilities Director of any evidence of rodent or pest intrusion.
Interior Premises Daily and as required, Monday thru Friday, except City Holidays:
Clean and sanitize all surfaces and brightwork.
Clean and maintain the Common Area Furnishings and
the granite wall and counter tops located in the Lobby Cafe.
Café Appliance
Maintenance.
Under Section 7.3 [Tenant’s Special Maintenance
Obligations] of the Lease, Tenant shall maintain the
following Café Equipment in good, clean condition
and repair: the stainless -steel work top cooler, the
stainless steel self -serve refrigerator display case,
the stainless steel below counter refrigerator, the
water filter, the ice machine with bin water cooler,
the reach -in cooler, and the reach- in freezer
(together, the “Café Appliances .” Tenant’s
maintenance obligations shall include maintaining
the proper temperatures, filters, and condenser coils
of the Café Appliances. City shall conduct
quarterly inspections of such Café Appliances and
provide email notice of any outstanding
maintenance and repair issues which Tenant must
promptly correct.
CITY’S RESPONSIBILITIES
II. 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 City holidays, at the Building in accordance with the specifications in the table below.
B. All services shall be performed during normal working hours.
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C. Tenant shall make good faith efforts to assure Tenant and its invitees and agents avoid events that incur additional time or costs to the City.
Service Area
Type and Frequency of Service
Building Entrance Daily, Monday thru Friday, except City Holidays:
Patrol grounds for garbage.
Main entrance and lobby glass doors, door
frames
Spot Clean weekly.
Corridors Dust and s weep daily and mop once a
week.
Stairs Dust and s weep landings and staircases
daily;
Dust hand railings and door frames – once
a month.
Common Areas - Restrooms Daily, Monday thru Friday, except City Holidays: clean, sanitize, and service the
restrooms following the standard restroom
cleaning procedures. Replenish hand soap,
paper towel, seat cover and toilet tissue
dispensers.
Common Areas - Other Daily and as required, Monday thru Friday, except City Holidays:
Empty trash/recycle/compost receptacles,
from designated containers.
Spot clean non-carpeted flooring surfaces
Report all lighting, mechanical and
plumbing problems and other deficiencies to
the Engineer or Facilities Director (e.g. leaky
faucets, malfunctioning urinals, or toilets, etc.).
Weekly:
Dust, mop, and spot clean non- carpeted
flooring surfaces.
Dust and spot clean brightwork.
Premises Daily and as required, Monday thru Friday, except City Holidays:
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Empty undercounter
trash/recycle/compost receptacles, from
designated containers.
Wet mop and spot clean non- carpeted
flooring surfaces
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EXHIBIT E
RULES AND REGULATIONS
1. Tenant may not obstruct the sidewalks, halls, passages, exits, entrances, elevato rs, 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, Trash Collection Area and stairways that are not for the use of the general public, and City retain s the right to control and prevent access of all persons whose presence in City ’s judgment would be prejudicial 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.
3. The Common Areas may not be used by Tenant for the storage of merchandise held for sale to the general public or for lodging. Tenant may not cook or permit cooking on the Premises, except that Tenant’s use of the Café Equipment and any City pre -approved appliances such as Underwriters’ Laboratory-approved microwave oven and portable equipment for brewing coffee, tea, hot chocolate , and similar beverages is permitted if done in accordance with all ap plicable Legal Requirements.
4. Tenant will not employ any person or persons other than City’s janitor to clean 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 to clean . Tenant will not cause any unnecessary labor because of Tenant’s carelessness or indifference in the preservation of good order and cleanliness.
5. 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 any addition, alteration, or repair of the P remises. 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.
6. City will furnish Tenant with two (2) initial keys to the lower-level portion of 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 will not be unreasonably withheld or de layed. Tenant will not alter any lock or DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
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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 will 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.
7. The Property loading area will be shared with the Building and other tenants. Tenant shall only use the designated rear door for deliveries. 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. City may prescribe the weight, size, and position of all equipment, materials, supplies, furniture , or other property brought into the Building. 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.
8. 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 the Café 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.
9. 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, 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.
10. Tenant may not cut or bore holes for wires in the partitions, woodwork, granite, 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.
11. 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.
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12. Tenant will ensure that any doors of the Premises are closed and locked and that all water faucets, water apparatus, and utilities are shut off before Tenant leave s 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. Tenant will at all times comply with any rules or orders of the fire department with respect to ingress and egress.
13. 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.
14. Except with City’s prior written consent, Tenant may not 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, merchandise , or service.
Tenant may not carry on, or permit, or allow any employee or other person to carry on, business in or from the Premises for the service or accommodation of occupants or any other portion of the Building, 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.
15. 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.
16. Tenant will not use in any space, or in the Common Areas of the Building, any hand-trucks except those equipped with rubber tires and side guards or other material -handling equipment as City may approve. No other vehicles of any kind may be brought by Tenant into the Building or kept in or about the Premises.
17. 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 of San Francisco without being in violation of any Legal Requirements governing its disposal.
18. All loading and unloading of merchandise, supplies, materials, garbage, and refuse will be made only through the doors and loading dock at the times as City may designate. In its use of the loading areas of the Building, Tenant may not obstruct or permit the obstruction of the loading areas, and at no time may Tenant park vehicles in the loading areas except for immediate loading and unloading purposes.
19. Canvassing, soliciting, peddling, or distribution of handbills or any other written material in the Building is prohibited and Tenant will cooperate to prevent the forgoing.
20. Upon City’s request (which request need not be in writing), Tenant will immediately reduce its lighting and use of Café 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.
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21. 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.
22. 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.
23. No vending machine may be maintained or operated within the P remises or the Building without City’s prior written consent.
24. 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.
25. 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.
26. No animal or bird is permitted in the Premises or the Building, except for service animals when in the company of their masters.
27. 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.
28. 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.
29. Wherever the word “Tenant” occurs in t hese Rules and Regulations, it means Tenant’s associates, agents, clerks, em ployees, and visitors. Wherever the word “ City” occurs in these Rules and Regulations, it means City’s assigns, agents, officers, employees, and visitors.
30. 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.
31. 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 s afety, care, and cleanliness of the Building, and for the preservation of good order.
32. 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 a portion of building on the property owned or controlled by the City and County of San Francisco (“ City”), by and through its Public Utilities Commission, at 525 Golden Gate 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 part 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, Tenant 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 valuabl e 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 DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
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including but not limited to job seekers interviewed, including name, position title, 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. Tenant 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 it s 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 decrees, 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
All 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 submit 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 Entry Level Position becomes available.
Section 1: Select your Industry
Section 2: Describe Primary Business Activity
Section 3: Provide information on all Entry Level Positions Entry-Level Position
Title
Job Description
Number
of New
Hires
Projected
Hiring
Date
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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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 Section 3.2 [Confirmation of Term Commencement Date and Expiration Date] of the Lease, the Term Commencement Date of the Lease is
and] [T]he current Expiration Date of the Lease is _____________________;
4. The Lease is in full force and effect an d, 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 t his 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 cer tificate 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
Special Requirements Related to Food and Beverage Uses
Tenant acknowledges that the nature of its Permitted Use could, in the absence of adequate preventive measures, create objectionable fumes, vapors or odors, vermin, damage and injury, unreasonable noise and other conditions that would cause annoyance to and disruption of the other tenants and occupants of the Property. Accordingly, as a material inducement to City to enter into this Lease, Tenant agrees as follows:
(a) Minimize Disruption . Tenant, at its sole cost and expense, will conduct its operations in the Premises so as to minimize unreasonable annoyance or disruption of other tenants and occupants of the Property. Tenant will not use any advertising media or other media that is reasonably objectionable to City, or that can be heard outside the Premises, such as loudspeakers, audio systems, video systems, radio broadcasts, or artificial noise makers or sources. Tenant specifically agrees in furtherance of its covenants under this Section that it will, at its own cost and expense: (i) maintain drainage systems satisfactory to City and provide such other cleaning or similar systems necessary to prevent any smoke, fumes, vapors, offensive odors, or other offensive substances from emanating from the Premises as more fully set forth below; (ii) fireproof all window treatments in the Premises, including, without limitation, draperies and curtains, and submit to City, upon City 's request, current certificates evidencing that fireproofing; and (iii) operate in the Premises in a clean and sanitary manner so as to prevent infestation by vermin, and, in addition, whenever there is evidence of any infestation, employ contractors designated or approved by City to eliminate the infestation.
(b) Grease Traps. City has installed a Thermaco: Big Dipper grease trap located within the Premises as required by Legal Requirements for all food preparation areas having pot sinks or any grease-producing appliances that discharge into the waste system. Tenant will be responsible for the proper care, cleaning, and maintenance of the grease traps located within the Premises and any required piping in accordance with all Legal Requirements. Tenant will follow all recommendations of Tenant's grease trap maintenance provider regarding the maintenance of the grease traps, including any recommended chemical treatments and any recommended intervals for the emptying and/or hydro jetting of the grease traps and connecting pipes. City will have the right to oversee any work performed by any gr ease trap maintenance provider. Tenant, as Additional Charges, will be liable for the cost of any maintenance to or repairs of any of the Property pumps and pipes to the extent necessitated by Tenant's failure to comply with the terms and conditions of this provision or as a result of any grease, garbage, or other abnormal disposal through the Property’s drain system by Tenant. If any obnoxious odor escapes from the Premises as a result of Tenant's failure to clean and/or maintain the grease traps within the Premises as required by this Section, City may, in City's reasonable discretion, require Tenant, at Tenant's sole cost and expense, to perform all actions as City, in City's reasonable discretion, deems necessary in order to eliminate such odor.
(c) Odor Control. If at any time during the Lease term, City, in its sole discretion, determines that objectionable odors are being emitted from the Premises into other Building areas, City will notify Tenant to correct the odor emission promptly to City’s satisfaction.
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
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EXHIBIT I
DISABILITY ACCESS OBLIGATIONS UNDER
SAN FRANCISCO ADMINISTRATIVE CODE CHAPTER 38
Before you, as the Tenant, enter into a lease with us, the City, for portions of 525 Golden Gate Avenue, San Francisco, California (“Property"), please be 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 City must provide you with a copy of the Small Business Commission Access Information 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 City agree upon your respective obligations and liabilities for making and paying for required d isability access improvements on the leased Property. The lease must also require you and the City 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: ____________________, City
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7
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EXHIBIT J
GREASE TRAP MAINTENANCE SPECIFICATIONS
In addition to Tenant’s maintenance obligations pursuant to Exhibit H, Tenant shall perform daily and weekly maintenance of the existing Thermaco: Big Dipper grease trap located in the Café Support Room L-143. Failure to perform daily and weekly maintenance can result in the need for costly corrective measures and the Tenant shall be responsible for the payment of these costs.
Daily Maintenance:
• Empty the plastic grease collection container to the grease holding barrel. • Empty the internal basket strainer on the inlet of the Big Dipper grease trap. Clear the basket strainer of all obstructions and rinse prior to re-installation.
Weekly Maintenance:
• Inspect and clean the collection trough and wiper blades. Remove any accumulated solids.
Once cleaned, ensure that the wiper blades are clipped properly in place. • Monitor the level of oil in the holding barrel. Notify the Facilities Director or Building Engineer when the barrel is 3/4 full.
Quarterly Maintenance (Performed by Building Engineer):
• Building Engineering shall perform quarterly maintenance of the Big Dipper grease trap during Café off -hours. Building Engineering shall notify Tenant prior to scheduling quarterly maintenance.
DocuSign Envelope ID: 972C6E98-ADA3-4D62-A59C-4B5F624E81D7