Palo Alto City Council
June 12, 2023

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Attachment A -
Professional Services
Agreement Between Pets
in Need and City of Palo
Alto 2019-2023

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SECTION 3. USE OF PREMISES. CONSUL TANT's use of the premises shall be subject to the additional terms set forth on Exhibit "D" (Use of Premises) attached hereto.

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be in the amount of, and shall not exceed three-million, four-hundred forty thousand six-hundred twenty six dollars and ten cents ($3,440,626.1 O) as detailed in Exhibit "B" (Compensation). CONSUL TANT agrees to complete all Services within this amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Notwithstanding the foregoing, a contingency fund of two-hundred thousand dollars ($200,000) (the "Contingency Fund") shall be available; as well as a fund for the compensation of renovation delays ("Compensation of Renovation Delays Fund") of sixty thousand dollars ($60,000) shall be available, as detailed in Exhibit "B" (Compensation). In the event the Contingency Fund and the Compensation of Renovations Delays Fund are utilized as provided for herein, the total compensation for Services, reimbursable expenses and the costs payable by CITY to CONSULTANT under this Agreement, shall be and shall not exceed three million, seven­ hundred thousand, six-hundred twenty-six dollars and ten cents ($3,700,626.10) as detailed in Exhibit "B" (Compensation), subject to Section 19 ("TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES").

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall invoice the CITY for payment on a monthly basis. Invoices shall describe the services performed and, if reasonably requested by CITY, supporting documentation. CONSULTANT's invoice shall be submitted to the City's project manager for payment at which point the CITY has 30 business days from the date of the submission to render payment to the CONSUL TANT. Invoices must also include CONSUL TANT name, address, contract number, description of services, date of services, and compensation amount.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSUL TANT or under CONSUL TANT's supervision. CONSUL TANT represents that it possesses the professional and technical personnel necessary to perform or supervise, as applicable, the Services required by this Agreement and that its personnel have sufficient skill and experience to perform the Services assigned to them.

CONSULTANT represents that it, and its employees have and shall maintain (and that it shall require its subcontractors, if any, to have and maintain) during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services.

Notwithstanding anything to the contrary in this Agreement, the representations and warranties in this Section 6 are exclusive and are in lieu of all other warranties of any kind, whether express or implied (including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and noninfringement, and all warranties that may arise from course of dealing, course of performance or usage of trade), all of which are hereby expressly disclaimed.

SECTION 7. COMPLIANCE WITH LAWS. CONSUL TANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that are applicable to the performance of the Services or those engaged to perform Services under this Agreement. CONSUL TANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.

Item 13
Attachment A -
Professional Services
Agreement Between Pets
in Need and City of Palo
Alto 2019-2023

Item 13: Staff Report
Pg.
13 Packet Pg. 330 of 461

SECTION 8. ERRORS/OMISSIONS. CONSUL TANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSUL TANT's errors and omissions, including, but not limited to, the costs of correcting such errors and omissions, any change order markup costs, or costs arising from delay caused by such errors and omissions or unreasonable delay in correcting such errors and omissions.

SECTION 9. [RESERVED].

SECTION 10. INDEPENDENT CONTRACTOR . It is understood and agreed that in performing the Services under this Agreement CONSULTANT, any person employed by CONSULTANT, and any subcontractor retained by CONSULTANT to perform any of CONSULTANT'S obligations under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY.

SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSUL TANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations without the prior written consent of the City Manager. The City Manager shall have sixty (60) days from receipt of Consultant's notice of proposed assignment to accept or decline the proposed assignment in writing. If the City Manager declines the proposed assignment, he or she shall state the basis for the decision in the written notice to CONSULTANT. Consent to one assignment shall not be deemed to be consent to any subsequent assignment. Any assignment not expressly contemplated ui:,der this Agreement, or made without the approval of the City Manager shall be void.

SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subcontractors may be used to perform CONSULTANT'S obligations under this Agreement. The subcontractors authorized by CITY to perform work on this Project are:
a. Sage Veterinary Center; and
b. Pets Rest Cemetery, and
c. Any other subcontractors retained by CONSUL TANT to perform CONSULTANT'S obligations under this Agreement.

CONSULTANT shall be responsible for directing the work of any subcontractor and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning subcontractor compensation.

CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subcontractor as more fully set forth in Section 16 of this Agreement.

CONSULTANT shall change or add a subcontractor to perform the Services set forth on Exhibit A hereto only with the prior approval of the City Manager or his designee (such approval not to be unreasonably withheld, delayed or conditioned). The City Manager shall have thirty (30) days from receipt of CONSULTANT's request to approve or decline in writing CONSULTANT's request to change or add subcontractors.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT shall assign its executive director, who currently is Al Mollica, as the project manager to have supervisory responsibility for the performance, progress, and execution of the Services and as the project coordinator to represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the project manager (including if, at

Item 13
Attachment A -
Professional Services
Agreement Between Pets
in Need and City of Palo
Alto 2019-2023

Item 13: Staff Report
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14 Packet Pg. 331 of 461

any time, Al Mollica no longer serves as executive director of CONSULTANT).

CONSUL TANT shall promptly notify the CITY's project manager of such substitution and consider in good faith CITY's requests with respect to such substitution.

The parties agree that during the term of this Agreement and for all purposes of this Agreement, CONSULTANT'S project manager shall be authorized to act as the "Superintendent" of the City's animal services division pursuant to Section 6.04.100 of the Palo Alto Municipal Code, for purposes of [Sections 6.12.010, 6.12.030, 6.12.050,

6.16.050, and 6.32.040 of the Palo Alto Municipal Code.

CITY's project manager is the Director of Community Services, Community Services Department, 1305 Middlefield Road, Palo Alto, CA 94303, Telephone (650) 463-4900, who is currently Monique leConge Ziesenhenne. The project manager shall be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time with prompt written notice to CONSUL TANT.

SECTION 14. INTELLECTUAL PROPERTY RIGHTS.

14.1 Definition of Intellectual Property Rights. "Intellectual Property Rights" means patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, goodwill, trade names, logos and service marks and any other intangible property rights, including applications and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.

14.2 "Pets In Need" Ownership. The parties acknowledge and agree that, as between the parties, Pets In Need owns all Intellectual Property Rights in its name ("Pets In Need"), logos and marks, as may be amended from time to time by Pets In Need.

14.3 "City of Palo Alto" Ownership. The parties acknowledge and agree that, as between the parties, the City of Palo Alto owns all Intellectual Property Rights in its name ("City of Palo Alto"), logos and marks, as may be amended from time to time by the City of Palo Alto, and in accordance with Palo Alto Municipal Code as may be amended from time to time.

14.4 "Palo Alto Animal Shelter" Ownership. The parties
acknowledge and agree that, as between the parties, the City of Palo Alto owns all Intellectual Property Rights in the name "Palo Alto Animal Shelter".

14.5 Grant of License by City of Palo Alto. The City of Palo Alto hereby grants to Pets In Need a royalty-free, non-transferable term license, for the term of this Agreement, to use, reproduce, make derivative works, display, and perform publicly the name "Palo Alto Animal Shelter" solely in conjunction with "Pets in Need", for example, and without limitation, "Pets in Need Palo Alto Animal Shelter" and "Palo Alto Animal Shelter, operated by Pets in Need," for purposes of the performance of this Agreement, as provided for herein.

14.6 Name Changes; Development of Logos or Marks. Any
name changes, derivative works, or logos or marks as may be developed by Pets In Need with regard to such animal shelter are required to be approved in writing by the City of

Item 13
Attachment A -
Professional Services
Agreement Between Pets
in Need and City of Palo
Alto 2019-2023

Item 13: Staff Report
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15 Packet Pg. 332 of 461

Palo Alto City Manager or designee prior to any publication, or any other public use, in any form or media. The City Manager shall approve or deny such requests in writing within 45 days of receipt of CONSULTANT's complete written proposal, and shall set forth its basis for any denial in writing. During the term of this Agreement, the City of Palo Alto shall not change such name of such animal shelter, nor develop any derivative works, or logos or marks, with regard to such animal shelter, except as is mutually agreed in writing with the Pets In Need Executive Director or designee prior to any publication, or any other public use, in any form or media. The City Manager shall approve or deny such requests within 45 days of Consultant's complete written proposal, and shall set forth its basis for any denial in writing. Notwithstanding anything to the contrary in this Agreement, CITY agrees that CONSULTANT may offer naming rights for any wing, room, kennel, or other area within the shelter in compliance with the City's Naming Policy and Procedure. · 14.7 Limitations on uPets In Need Palo Alto Animal Shelter".

The City of Palo Alto agrees that its use of the name "Pets In Need Palo Alto Animal Shelter", and as may be changed as provided for herein, with regard to the animal shelter that is the subject of this Agreement, as well as any logos or marks that may be developed and approved as provided for herein with regard to such shelter, are strictly limited to the term of this Agreement, and that, unless otherwise agreed by the parties in writing, upon expiration or termination of this Agreement, the City of Palo Alto shall cease and desist all use of such names, logos and marks with regard to such animal shelter in relation to the ongoing operation of such shelter as of the date of such termination or expiration.

14.8 Use of City of Palo Alto Seal or Logo. Any use by Pets In Need of any City of Palo Alto seal or logo is required to be approved in writing by the City of Palo Alto City Manager or designee prior to any publication or any other public use, in any form or media, and in accordance with Palo Alto Municipal Code as may be amended from time to time, provided that the City Manager or his designee shall approve or deny in writing a written request by Pets in Need within ten (10) days of the date of the request, and shall set forth his or her basis for any denial in writing.

14.9 Use of Pets in Need Seal or logo. Any use by the City of Palo Alto of any Pets In Need seal or logo is required to be approved in writing by the Pets In Need Executive Director or designee prior to any publication, or any other public use, in any form or media, provided that the Executive Director of PIN or designee shall approve or deny in writing a written request by CITY within twenty (20) days of the date of the request.

14.10 Reservation of Rights. All Pets In Need Intellectual Property Rights not expressly granted under this Agreement are reserved to and retained by Pets In Need. All City of Palo Alto Intellectual Property Rights not expressly granted under this Agreement are reserved to and retained by the City of Palo Alto.

SECTION 15. AUDITS. CONSUL TANT shall permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to CONSULTANT'S performance of the Services under this Agreement.

CONSUL TANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement.

SECTION 16. INDEMNITY; LIMITATION OF LIABILITY.

16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and

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agents (each a "CITY Indemnified Party") from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including reasonable attorneys' fees, experts fees, court costs and disbursements ("Claims") to the extent resulting from, or arising out of (i) any act or omission of CONSULTANT that is outside the scope of CONSULTANT's authority under this Agreement and/or (ii) the negligence or willful misconduct of CONSULTANT or its officers, employees, agents or subcontractors in the performance of this Agreement. To the fullest extent permitted by law, CITY shall indemnify, defend and hold harmless CONSUL TANT, its directors, officers, employees and agents (each a "CONSULTANT Indemnified Party") from a·nd against any and all third party Claims to the extent resulting from or arising out of (i) the negligence or willful misconduct of CITY or its officers, employees, agents or subcontractors in the performance of this Agreement , (ii) any condition in or about the Premises, except to the extent caused by the negligence or willful misconduct of CONSULTANT or a CONSUL TANT Indemnified Party. or (iii) CITY's decision to transition to a consultant-provided service delivery model and City's decision, based on CONSULT ANT's representations contained in its proposal to the City and herein, to contract with CONSULTANT to provide the Services.

16.2. In the event of concurrent negligence of more than one party, its Council members (or directors), officers, employees, agents or subcontractors, the liability for any and all Claims shall be apportioned under the California theory of comparative negligence as presently established or as may hereafter be modified.

Nothing in this Agreement shall constitute a waiver or limitation of any rights that a party may have under applicable law in the event of concurrent negligence of persons or entities other than the parties to this Agreement.

16.3. The parties agree to cooperate with each other in the investigation and disposition of third-party Claims hereunder. It is the intention of the parties to reasonably cooperate in the disposition of all such Claims. Such cooperation may include joint investigation, defense and disposition of claims of third parties hereunder. The parties agree to promptly inform one another whenever an incident report, claim or complaint is filed or when an investigation is initiated concerning this Agreement.

Notwithstanding the foregoing, in the event of a conflict in interest, each party may conduct its own investigation and engage its own counsel.

16.4. Each party agrees to mitigate any loss or damage which it may suffer in consequence of any breach by the other party of the terms of this Agreement. or any fact, matter, event or circumstance giving rise to a Claim.

16.5. LIMITATION OF LIABILITY. N01WITHSTAND1NG

ANYTHING TO THE CONTRARY CONTAINED HEREIN OR ELSEWHERE, NEITHER

PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL,

CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES,

INCLUDING BUT NOT LIMITED TO LOST PROFITS IN CONNECTION WITH THIS

AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH POTENTIAL CLAIM, LOSS OR DAMAGE.

16.6. LIMITATION OF LIABILITY OF CITY. EXCEPT WITH

REGARD TO CITY'S OBLIGATIONS TO INDEMNIFY AND HOLD HARMLESS THE CONSULTANT PURSUANT TO THIS SECTION 16, CITY'S PAYMENT OBLIGATIONS

UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT PROVIDED FOR IN SECTION 4 (NOT TO EXCEED COMPENSATION) OF THIS AGREEMENT.

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Item 13
Attachment A -
Professional Services
Agreement Between Pets
in Need and City of Palo
Alto 2019-2023

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16.7. LIMITATION OF LIABILITY OF CONSULTANT. IN NO

EVENT SHALL THE TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT OF CONSULTANT TO CITY EXCEED FIVE MILLION DOLLARS.

16.8. CITY represents and warrants that (i) it has complied with Section 2.30.250 of the Palo Alto Municipal Code and (ii) the CITY's indemnification obligations contained in this is Section 16 represent the valid and enforceable obligations of CITY.

SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, shall not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. No waiver of a condition or nonperformance of an obligation hereunder is effective unless it is in writing signed by the authorized representatives of the parties hereto and, as applicable, approved as required under the Palo Alto Municipal Code or Charter.

SECTION 18. INSURANCE. CONSULTANT, at its sole cost and expense, shall obtain, as soon as practicable following the date of this Agreement, and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "C".

CONSULTANT shall be responsible for ensuring that its subcontractors retained to perform Services under this Agreement, if any, shall obtain and maintain in full force and effect during the term of the subcontractor's engagement, the insurance coverage described in Exhibit "C," as well as a policy endorsement naming CITY as an additional insured under any policies required in this Section 18.

18.1. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A-VII or higher which are licensed or authorized to transact insurance business in the State of California.

18.2. CONSUL TANT shall file with CITY certificates evidencing such insurance as soon as practicable following the date of execution of this Agreement but in any event prior to the first day any of CONSULTANT'S obligations are performed hereunder. The certificates shall be subject to the approval of CITY's Risk Manager and shall contain an endorsement stating that the insurance is primary coverage and shall not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within five (5) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement.

18.3. The procuring of such required policy or policies of insurance will not be construed to limit either party's liability hereunder nor to fulfill the indemnification provisions of this Agreement.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may terminate this Agreement or suspend

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the performance of the Services, in whole or in part, in the event of a material breach of CONSULTANT's obligations to CITY under this Agreement, which breach is not cured by CONSULTANT within (60) days of receipt of written notice from CITY to CONSULTANT detailing the nature of such failure. The City Manager may terminate this Agreement without cause by giving one-year prior written notice thereof to CONSUL TANT.

19.2. CONSUL TANT may terminate this Agreement or suspend its performance of the Services, in whole or in part, in the event of a material breach of CITY's obligations to CONSULTANT under this Agreement, which breach is not cured by CITY (i) with respect to material breach of CITY's payment obligations herein, within thirty (30) days of receipt of written notice from CONSULTANT to CITY, or (ii) with respect to material breach of all other CITY obligations hereunder, within sixty (60} days of receipt of written notice from CONSUL TANT to CITY detailing the nature of such breach.

CONSULTANT may terminate this Agreement without cause by giving one-year prior . written notice thereof to CITY.

19.3. In the event of any suspension or termination hereunder, CITY shall pay CONSULTANT for the Services rendered and materials delivered to CITY (i) on or before the effective date of such suspension or termination and (ii) in accordance with this Agreement. CITY shall pay such amounts to CONSULTANT within thirty (30) days after receipt of CONSULTANT's invoice. To the extent that CITY has prepaid any fees, CONSULTANT shall fund to CITY any prepaid fees on a pro-rata basis to the extent such fees are attributable to the period after the termination date, and CITY shall have no obligation to pay unpaid fees that would have become due during the remaining Term had this Agreement not been terminated.

19.4 The following Sections shall survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.3, this 19.4, 20, 25, and 27.

SECTION 20. NOTICES. Any notice provided for in this Agreement shall be in writing and shall be either (i} personally delivered, (ii) received by certified mail, return receipt requested, or (iii) sent by reput~ble overnight courier service (charges prepaid) to the recipient at the address indicated below.

To CITY: City of Palo Alto, City Manager's Office
250 Hamilton Ave., Palo Alto, CA 94301
With a copy also to the CITY's Project Manager.

To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above.

Notices will be deemed to have been given hereunder {i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid) or (iii) five (5) business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

SECTION 21. CONFLICT OF INTEREST

21.1. In accepting this Agreement, CONSUL TANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.

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21.2. CONSUL TANT further covenants that, in the performance of this Agreement, it shall not employ subcontractors or other persons or entities having such an interest. CONSULTANT celtifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision shall be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California.

21.3. CITY agrees and acknowledges that, as of the date of hereof, CONSULTANT is not a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, and that therefore CONSULTANT shall not be required to file the financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act.

SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section

2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSUL TANT acknowledges that it has read and understands the provisions of Section 2.30.51 O of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Department (and copies of which have been provided to CONSULTANT by CITY), incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY's Zero Waste Program.

Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements:
(a) All printed materials provided by CONSUL TANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY's project manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post­ consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office, and a copy of the current policy has been provided to CONSULTANT by CITY. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

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SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.

CONSUL TANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the CITY, CONSUL TANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.30 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section4.62.060.

SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement shall terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.

SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. The Services are not subject to prevailing wages. CONSULTANT is not - required to pay prevailing wages in the performance of the Services in accordance with applicable law including without limitation SB 7.

SECTION 27. MISCELLANEOUS PROVISIONS.
27 .1. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

27.2. In the event that an action is brought, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Santa Clara, State of California.

27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties.

27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations , representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties.

27.5. The covenants, terms, conditions and provrsrons of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties.

27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto shall remain in full force and effect.

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27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and shall be deemed to be a part of this Agreement.

27.8. In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT's proposal (if any), this Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT's proposal, the exhibits shall control.

27.9. If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.S(d) about a California resident ("Personal Information"}, CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform CITY as soon as practicable, but no later than 24 hours after learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without CITY's express written consent. 27 .10. All unchecked boxes do not apply to this Agreement. 27 .11. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

27.12. This Agreement may be signed in multiple counterparts, which, when executed and delivered by the parties hereto, shall together constitute a single binding agreement. This Agreement may be signed using the City's Docusign platform.
{signature page follows]

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CONTRACT No. Cl9174493 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written.

CITY OF PALO AL TO PETS IN NEED
City Manager
Officer 2
APPROVED AS TO FORM:

By~
Attachments:

EXHIBIT "A":

EXHIBIT "B":

EXHIBIT "C":

EXHIBIT "D":
.. .

Name: ,. ;-A
Title~ ·,#'/c0~

SCOPE OF SERVICES

COMPENSATION

INSURANCE REQUIREMENTS

USE OF PREMISES

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Agreement Between Pets
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Alto 2019-2023

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EXHIBIT 11A"

SCOPE OF SERVICES
PETS IN NEED ("CONSULTANT") agrees to provide Animal Shelter Services as described in Section II below at the Palo Alto Animal Shelter, 3281 East Bayshore Road, Palo Alto, CA, for the City of Palo Alto ("CITY") and the Contract Cities. CITY agrees to perform the obligations as described in Section Ill below.

I. DEFINITIONS The following terms as used in this Exhibit "A" Scope of Services shall have the meaning provided below:

A. "Diseased and crippled animal" means those animals which are known or believed to be infected with a~y dangerous or
communicable disease, or which have an incurable , crippled condition or which are afflicted with any painful disease which is believed to be incurable.

B. "Dangerous animal" means any dog or other animal which demonstrates a propensity to assault, bite, scratch or harass people or other animals without provocation. There shall be a rebuttable presumption that any animal that bites a person is a dangerous animal.

Capitalized terms used but undefined herein shall have the meanings set forth in the Agreement for Professional Services (this "Agreement") to which this Exhibit is attached and of which it forms a part.

II. PETS IN NEED RESPONSIBILITIES:

1. Animal Shelter Services. CONSUL TANT shall perform the following sheltering services and shall provide shelter supplies, animal attendants, supervisors and administrative personnel, and any other personnel, supplies and equipment, reasonably required to perform the following services ("Shelter Services"):
a) Shelter of abandoned, surrendered, impounded, lost or stray domestic animals brought to the shelter by CITY or its Contract Cities, its residents, or personnel.
b) CONSULTANT may shelter and provide services to
animals outside the scope of paragraph (a) above rnon-City animals") including moving animals between the Palo Alto Animal Shelter and Pets In Need Redwood City facility on a space-available basis and at CONSULTANT's sole expense
for all costs, including labor, equipment, supplies, food, and medication. At no time shall animals within the scope of paragraph (a) above be denied services due to services
provided to non-City animals at the Pets in Need Palo Alto Animal Shelter.
c) For the avoidance of doubt, to the maximum extent

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permissible by law, CONSUL TANT shall have exclusive
discretion over how long an animal is sheltered, including exclusive discretion to shelter an animal for a longer period than the statutory minimum number of days This section shall not be interpreted to authorize funds in addition to those specified in this Agreement, and CONSULTANT shall be
responsible for managing the length of animal sheltering within the funds and resources authorized by this Agreement.
d) Quarantine of biting animals.
e) Rabies testing of suspect animals.
f) Provision for reclaim of abandoned, lost or stray domestic animals during established business hours.
g) Shelter staff shall make every effort to identify lost animals (through ID tags and microchips) and to contact owners. h) Be CITY's and Contract Cities' main point of contact (by phone, in-person, and electronic means) regarding animal shelter services, including inquiries regarding missing pets. i) Provide medical evaluation and treatment, if necessary, to all incoming animals. This includes vaccinations, and spay and neuter surgeries to domestic animals.
j) Euthanasia and disposal of abandoned, lost, impounded, or stray domestic animals that are unclaimed by their owners and found to be diseased and crippled and/or dangerous as defined by Palo Alto Municipal Code and California State Law. k) For purposes of clarity, CONSUL TANT shall not be
required to provide owner-requested euthanasia at any time, and CITY acknowledges that CONSUL TANT has elected not
to provide or subcontract this service.

I} CONSULTANT shall maintain a public website, separate from the CITY's website, with information including without
limitation: shelter hours, volunteer opportunities, adoption information, medical services offered and information about those services and contact information.
m} Consultant shall allow CITY Animal Control Officers
access to the shelter at all times for purposes of dropping off animals and provide reasonable accommodation for
Animal Control Officers to begin and end their shifts, and complete administrative work in the shelter.
n) CONSULTANT shall maintain, repair and replace all
surgical room equipment, cages, hoses, and other
equipment at the facility.
o) CONSULTANT shall comply with all federal, state, and local laws in effect applicable to the Services upon
commencement of the provision of the Services, and shall be subject to inspection by the CITY and other duly
authorized federal, state, and local authorities to insure

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such compliance. This includes the applicable provisions of Palo Alto Municipal Code Title 6, as amended from time to time. For the avoidance of doubt, this provision shall not be construed to expand the scope of the Services as
expressly set forth in this Exhibit "A".
p) CONSULTANT shall use commercially reasonable efforts to offer comprehensive volunteer and educational programs which may include, without limitation: animal fostering programs, dog walker programs, and animal care trainings.
q} When appropriate, in CONSULTANT'S sole discretion,
CONSULTANT may partner and/or coordinate with adoption
programs, rescue groups, and other no-kill shelters to maximize the shelter's adoption rate and/or place animals in suitable foster care. CONSULTANT shall seek CITY's approval for
partnerships in which CONSUL TANT pays or receives money or other financial consideration, solely to the extent that such partnership relates to CONSULTANT's performance of the
Services. CITY shall approve or deny in writing any such request within thirty (30) days after receipt of such request. r) Develop and maintain communication with CITY by:

1. Responding in a timely.manner to emails and phone
calls.

2. Communicating and resolving issues and concerns
promptly.
s} Develop, in cooperation with CITY, a feral cat plan.

The plan shall include how PIN handles feral cats, spay/neuter provisions, and release of feral cats. CONSULTANT shall not release feral cats within the City of Palo Alto or any of its Partner Cites.
t) Develop, in cooperation with CITY, a disaster preparedness plan.

2. Medical Services
a) CONSUL TANT shall provide supplies, and professional and trained personnel, employed or under subcontract or
contract, necessary to perform the following services
("Medical Services"): Provision of veterinarian services twenty-four (24} hours per day to treat and provide
veterinarian care for impounded animals, including for
animals picked-up by Animal Control Officers.

CONSULTANT may, in its sole discretion and at its sole
expense, arrange after-hours emergency care through any veterinary subcontractor.
b) Monitor quarantined animals.
c) For a fee, conduct vaccination clinics and have available, free of charge to the public, rabies control information. d) Conduct microchipping.
e) For a fee, which shall be posted on CONSULTANT's website,

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at the same rate established for City residents and Contract Cities, provide access to the CONSULTANT's low cost spay and neuter clinic.
f) The City's Animal Control Officers shall be licensed through CONSULTANT'S medical authority to administer euthanasia as necessary for animals that are unclaimed by their owners and found to be diseased and crippled and/or dq11gerous as defined by Palo Alto Municipal Code.
g) Comply with all laws requiring reporting of animal-borne diseases, including rabies. This includes Municipal Code section 6.32.020, as amended from time to time.

3. Operating Schedules
a) CONSUL TANT shall provide Shelter Services for the animals twenty-four (24) hours a day, seven (7) days a week.
b) CONSULTANT shall provide emergency veterinary services in accordance with Section 597(f) of the California Penal Code. c) CONSULTANT shall have shelter staff on site for care of shelter animals seven (7) days per week, 365 days per year.
d) CONSULTANT shall have business offices and public access areas of shelter to be open to the public on a schedule designed to benefit the public and facilitate the services established in this Agreement, provided that the public hours and access be a minimum of six (6) days per week and forty (40) hours per week.

CONSULTANT shall post the public hours on its website, and inform CITY and Contract Cities in writing of any change in hours. e) CITY acknowledges and agrees that, until the renovations described in Exhibit Dare completed, CONSUL TANT may be unable to be fully staffed and operational in accordance with this Paragraph 3, and may request to operate at a reduced schedule at its reasonable discretion. Consultant's project manager shall make any such request to City's project manager, whose consent shall not be unreasonably denied, delayed, or conditioned.
f) CONSUL TANT shall observe the following holiday closures for public hours:

January 1 (New Year's Day)
Martin Luther King's birthday
Memorial Day
July 4th (Independence Day)
Labor Day
Thanksgiving Day
Day after Thanksgiving
Christmas Eve (1/2 Day)
Christmas Day

4. Dead Animal Services
a) CONSULTANT shall provide storage facilities, disposal

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mechanisms, administrative personnel, and any other personnel, supplies and equipment reasonably required to perform the following services ("Dead Animal Services"):
i. Identification of and notification to the owner of the dead animal, whenever possible; and
ii. Disposal of the body of the dead animal. CONSUL TANT shall offer animal owners the option to pay for cremation services, in which case, CONSUL TANT shall arrange for cremation with the appropriate subcontractor.
b) CONSULTANT shall subcontract with one or more
subcontractors for the maintenance of a dead animal storage facility as well as collection of dead animals and maintenance of the facility and equipment, all at CONSULTANT's sole expense.

5. Wildlife
a) The impoundment of wildlife shall be managed by CONSUL TANT staff. An assessment of wildlife shall be done by medical staff, if necessary. If the animal is severely injured or sick, a licensed veterinarian shall be consulted, and the case shall be fully documented in accordance with AVMA guidelines. This
Agreement assumes that all wildlife animals will continue to be transferred to the Peninsula Humane Society at no cost to the CITY or to CONSUL TANT, as set forth in the Memorandum of Understanding between CONSUL TANT and Peninsula Humane
Society dated November 17, 2017. Should Peninsula Humane Society request fees for wildlife intake, CONSULTANT and the CITY shall negotiate in good faith to amend this Agreement per Section 27 .4 herein, to provide for the reimbursement by CITY to CONSULTANT of such fees (upon documentation of such fees by CONSULTANT reasonably satisfactory to CITY).

6. Records Management
a) CONSUL TANT and CITY's Animal Control shall maintain joint access to the Chameleon database, as provided for in this section.

CONSUL TANT is responsible for keeping the Chameleon
database updated in a timely fa~hion. Chameleon data is designated "For Official Use Only," meaning, CONSUL TANT may only use such data for the performance of this Agreement, and not for marketing or any other purposes without the prior written consent of the CITY's City Manager or designee. Annual
maintenance fees for the Chameleon software shall be paid by CITY. Repair and replacement cost of the server and supporting hardware, if any, shall also be paid by CITY. CONSUL TANT shall not have access to certain areas of the database, such as saved criminal information (as required by law). CITY shall work with the database programmer/vendor to ensure that such areas of the

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Alto 2019-2023

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database are not accessible by CONSULTANT. All data entered into the Chameleon database by any party shall be property of CITY.
b) Monthly Report
i. CONSUL TANT shall deliver to CITY during the term of this AGREEMENT, and within thirty (30) days of the end
of each month, a monthly Animal Shelter and Impound
Report summarizing monthly and year-to-date services
provided by CONSULTANT for CITY. This report shall
include, but not be limited to, the following information:
( 1) Licensing statistics
(2) Medical statistics including spay and neuter,
microchips, and vaccinations
(3) Volume of animals in and out of facility by type of animal and type of outcome.
(4) For each animal, which city in which it was picked up (if known).
c) Financial Reporting
i. CONSULTANT shall deliver to CITY during the term of this Agreement, and within ninety (90) days of the end of each May, an audited financial report covering CONSULTANT's
operation of the Palo Alto Animal Shelter.
d) Retention of Records, Right to Monitor and Audit
i. CONSUL TANT shall maintain records relating to
CONSUL TANT's operation of the Palo Alto Animal Shelter for a period of four (4) years after the expiration or
termination of this Agreement or until any audits or reviews are completed, whichever comes later, and such records
shall be subject to examination and/or audit of CITY, a Federal granter agency, and the State of California for a period of four (4) years after the expiration or termination of this Agreement or until any audits or reviews are completed, whichever comes later.
ii. Records/accounts relating to CONSULTANT's operation of the Palo Alto Animal Shelter shall be open and accessible to inspection upon reasonable notice during normal
business hours throughout the term of this Agreement and for a period of four (4) years thereafter or until any audits or reviews are completed, whichever comes later.
iii. Parties, upon request by either party to the other, shall meet on occasion to consider revisions which may be needed to the reporting forms created to document performance of the Services provided.

7. Fundraising, Marketing and Branding
a) CONSULTANT shall create and manage fundraising, marketing, volunteer development and education programs. Local volunteer

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groups shall be integrated into fundraising and other activities and events when reasonably possible. The "Pets In Need Palo Alto Animal Shelter" shall be the initial brand name of the shelter to be operated by CONSULTANT pursuant to this Agreement, and any logo or name change shall be approved in writing by
CONSUL TANT and the CITY's City Manager or designee prior to use.

8. Licensing and other fee collection
a) CONSULTANT shall charge fees for services according to the CITY's municipal fee schedule or according to state or local laws.

Fees for any services not covered by CITY's municipal fee schedule or state or local laws shall be set by CONSUL TANT.

CONSUL TANT shall take CITY's comments into consideration when setting such fees. CITY shall take CONSUL TANT's
comments into considefation when setting its municipal fee schedule.
b) CONSUL TANT shall manage dog licensing including processing, issuance, and renewals on behalf of CITY and Contract Cities.

Licensing information shall be included on all Incident Reports and, additionally, provided to CITY on an as requested basis.

CONSULTANT shall collect all associated license fees on behalf of CITY, at the fee amounts set by CITY. Licensing includes the licensing of dogs as defined in Municipal Code Chapter 6.16 as amended from time to time.
c) CONSUL TANT shall process citation fees, and shall remit 100% of these fees to the CITY on a quarterly basis. PETS IN NEED shall process and retain all other fees and revenues, including without limitation adoption fees, spay, neuter, impoundment, permit, license, and other fees as listed in the municipal fee schedule.

9. Contract Cities; WeCare Alliance
a) CITY and CONSULTANT shall provide services to the City of Los Altos and the Town of Los Altos Hills (the "Contract Cities0 ) pursuant to the CITY's amended Regional Animal Care and Control contracts approved by City Council on June 2, 2014.

These contracts are valid through June 30, 2019 with an option for an additional five-year extension . The Parties agree that this Agreement assumes that the Contract Cities' contracts will be in effect during the entire term of this Agreement.
b) CITY shall consult with CONSUL TANT should the contracts with the Contract Cities be amended or terminated, provided that if any such amendment or termination is reasonably expected to result in increased costs to CONSULTANT, such amendment or
termination (if initiated by CITY) shall be subject to

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CONSUL TANT's prior written consent. CONSUL TANT shall notify CITY in writing of its consent or lack thereof within forty-five (45) days after receipt of CITY's written request, which request shall include the precise language of such amendment or all relevant details of such termination (whichever applies}. If CONSULTANT consents, the parties shall amend this Agreement (i} to adjust the scope of Services accordingly and (ii) to cover any reasonable cost increases to CONSUL TANT.
c) CITY may contract with additional cities, subject to CONSULTANT's prior written consent. CONSULTANT shall
notify CITY in writing of its consent or lack thereof within forty­ five (45) days after receipt of CITY's written request, which request shall include the text of such proposed contracts. If CONSUL TANT consents, CONSUL TANT and CITY shall
amend this Agreement (i) to adjust the scope of Services accordingly and (ii) to cover any reasonable cost increases to CONSULTANT.
d) CONSUL TANT shall continue membership in
the WeCare Alliance (www.sheltersfirst.org} .

10. Cost Overruns or Changes
a) If CITY or state laws are passed during the term of this Agreement that require a greater level of service, CITY and CONSUL TANT agree to negotiate in good faith regarding the reimbursement of CONSULTANT for additional costs associated with implementing the new laws. If Parties are unable to agree on reimbursement costs, CONSUL TANT shall document the increased costs and submit to the City Auditor. The City Auditor shall conduct an independent audit. Parties agree to accept the City Auditor's determination of any increased costs.
b) If current state laws are amended, repealed, otherwise changed or suspended during the term of this Agreement that reduce, alter, or remove existing relevant mandates, either party may require the other party to meet to discuss possible financial and operational impacts of levels of service per the change in law, including but not limited to any decrease in contract amounts paid to CONSULTANT, provided that no such decrease shall be
effective unless agreed by CONSULTANT.
111. CITY RESPONSIBILITIES. CITY shall:

1. Provide an adequate and safe facility for CONSULTANT to perform the Services.

2. Provide Animal Control Officers (ACOs) and their services for CITY and Contract Cities. This shall include maintenance of ACO vehicles

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and equipment. Establish fees for dog licensing and animal impounding.

3. With regard to the shelter facility, provide and/or pay for utilities, taxes, electricity, water, gas, waste water, recycling, waste (not animal disposal), internet, Chameleon software/database and associated support, and Chameleon server hardware and support (if any), which collectively is estimated to cost approximately $55,000 peryear.

4. Develop and maintain proactive and consistent communication and rapport with CONSUL TANT
a) Respond in a timely manner to emails and phone calls b) Communicate and resolve issues and concerns immediately c) Provide excellent customer service to CONSUL TANT staff and customers

5. Develop, in cooperation with CONSULTANT, a disaster preparedness plan

6. Administer the agreements between the CITY and the Contract Cities regarding animal shelter services.

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EXHIBIT "B11

COMPENSATION
CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the schedule below.

SCHEDULE
Year1
Year2
Year3
Year4
Years
Sub-total Basic Services
Reimbursable Expenses

TO EQUAL AND NOT TO EXCEED
(SUBJECT TO SECTION 19 "TERMINATION OR
SUSPENSION OF AGREEMENT OR SERVICES")
$708,000.00
$663,000.00
$676,260.00
$689,785.20
$703,580.90
$3,440,626.10
$0.00
Total Basic Services and Reimbursable expenses $3,440,626.10 Contingency Funds $200,000.00
(not to exceed $40,000 per year)
Additional Compensation for Renovation Delays $60,000.00 Maximum Total Compensation

ONE-TIME ADVANCE
(not to exceed $5,000 per month; see
Exhibit D, Section 15.7)
$3,700,626.10
Simultaneous with the execution of this Agreement, CITY shall pay to CONSULTANT One Hundred Seventy Eight Thousand dollars ($178,000) as an advance against the first three months of CONSULTANT's fee. CONSULTANT shall not submit an invoice for the remainder of its fee for the third month until the end of such third month.

CONTINGENCY FUNDS
CITY shall provide contingency funds to CONSUL TANT in the following circumstances, subject to written approval by the CITY's project manager, and to equal and not to exceed the amount in this Exhibit C:

1. CITY shall provide contingency funds for after-hours and emergency veterinary care if:
a. CONSULTANT has already spent at least $10,000 in the past 12 months on a rolling basis on after-hours or emergency veterinary care that was reasonable based on AVMA guidelines; and
b. The emergency or after hours treatment being sought is reasonable based

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on AVMA guidelines.

2. CITY shall provide contingency funds for hoarding cases if:
a. CONSUL TANT has already served more than 600 animals from the CITY or the Contract Cities in the past 12 months; and
b. The hoarding case involves a minimum of 12 animals brought at once that are expected to stay in the facility for at least 30 days each.

3. CITY shall provide contingency funds for the actual costs of wildlife intake at the Peninsula Humane Society if:
a. The Peninsula Humane Society begins charging for the costs of wildlife services; and,
b. This Agreement has not yet been amended to reflect the additional costs of such services.

4. CONSULTANT may also request contingency funds in other unforeseen circumstances.

To request contingency funds, the CONSULTANT shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, for such services. In addition to the factors above, CITY may consider whether contingency funds are appropriate within existing funding and workload, and contingency funds shall not be released if CONSULTANT has not exhausted unused or unallocated funds.

The CITY shall notify CONSULTANT in writing of its approval or lack thereof within ten (10) days after the date of CONSUL TANT's proposal. If CITY's project manager does not approve CONSUL TANT's request, CONSUL TANT may appeal that decision to the City Manager.

If authorized by CITY, the contingency services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's project manager and CONSULTANT, and payment shall be made to CONSUL TANT, no later than ten (10) days after the date of CITY's authorization. Contingency funds are subject to all requirements and restrictions in this Agreement.

ADDITIONAL COMPENSATION FOR RENOVATION DELAYS
The City shall pay Consultant up to $5,000 monthly for up to twelve consecutive months pursuant to the terms of Exhibit D, Section 15.7 ("Additional Compensation for Renovation Delaysa) of this Agreement.

REIMBURSABLE EXPENSES
No Reimbursable Expenses are authorized by CITY through this Agreement, unless pursuant to a written amendment to this Agreement as provided for herein.

ADDITIONAL SERVICES
No Additional Services are authorized by the CITY through this Agreement, unless pursuant to a written amendment to this Agreement as provided for herein.

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REQUIRED
YES
YES
YES
YES
YES
YES

INSURANCE
YES
YES
EXHIBIT 11C"

INSURANCE REQUIREMENTS

CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE

TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A­ :VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:

MINIMUM LIMITS

TYPE OF COVERAGE REQUIREMENT EACH

OCCURRENCE AGGREGATE

WORKER'S COMPENSATION STATUTORY

EMPLOYER'S LIABILITY
BODILY INJURY $5,000,000 $5,000,000
GENERAL LIABILITY. INCLUDING
PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $5,000,000 $5,000,000

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY
BODILY INJURY $1,000,000 $1,000 ,000
- EACH PERSON $1,000,000 $1,000,000
- EACH OCCURRENCE $1,000,000 $1,000,000

AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000 ,000 BODILY INJURY AND PROPERTY $1.000,000 $1,000,000

DAMAGE, COMBINED

PROPERTY INSURANCE ALL RISK, FULL REPLACEMENT INSURANCE \/.II.I I I&:

BUSINESS INTERRUPTION

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN ALL DAMAGES $2,000,000

APPLICABLE), AND NEGLIGENT

PERFORMANCE
THE CITY OF PALO AL TO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR , AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN. IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY

RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND

ITS SUBCONTRACTORS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER 'S

LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

I. INSURANCE COVERAGE MUST INCLUDE:

A PRIMARY COVERAGE

WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED

INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT

ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.

B. CROSS LIABILITY

THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS

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UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS

OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF

MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF CONSULTANT UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR

ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM,
CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30)

DAY WRITIEN NOTICE BEFORE THE EFFECTIVE DATE OF
CANCELLATION.

2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE

FOR THE NON-PAYMENT OF PREMIUM, CONSULTANT SHALL
PROVIDE CITY AT LEAST A TEN (10) DAY WRITIEN NOTICE
BEFORE THE EFFECTIVE DATE OF CANCELLATION.

II. INSURANCE COVERAGE MUST INCLUDE:

1. A PROVISION FOR AWRITIEN THIRTY (30) DAY ADVANCE NOTICE

TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE
CANCELLATION; AND

2. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING

INSURANCE COVERAGE FOR CONSULTANT'S AGREEMENT TO
INDEMNIFY CITY.

3. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL.

Vendors are required to file their evidence of insurance and any other related notices with the City of Palo Alto at the following URL:
https://www .planetbids.com/portal/portal.cfm?Company1D=25569 OR
http://www .cityofpaloalto.org/qov/depts/asd/planet bids how to.as Q

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. EXlllBITD

USE OF PREMISES
SECTION 1. USE OF PREMISES. Consultant shall have the exclusive right to enter and use the Premises during the tenn of this Agreement for the sole purposes of perfonning the Services and fulfilling Consultant's obligations under the Agreement, as detailed in this Section 1 ("Use of Premises") of this Exhibit D. Consultant shall have the right to pennit Consultant's employees, agents and subcontractors to enter and access the Premises for the sole purposes of perfonning the Services and fulfilling Consultant's obligations under this Agreement. Consultant shall have the right to exclude third parties and trespassers onto the Premises. Notwithstanding the foregoing, City's Animal Control Officers and their supervisors have the right to enter the Premises at any time. In addition, City has the right to enter Premises at any time for the purposes of inspection, emergency response and the perfonnance of City obligations under this Agreement. Consultant shall, at City's request, promptly remove any of Consultant's property or Consultant-installed improvements on the Premises to allow City access to the utilities or other City owned facilities/property. In the event City deems it necessary, for purposes of health, safety or building code requirements, in City's sole discretion, City shall have the right to move, alter or remove any such property or improvements and City shall be responsible for promptly restoring or returning the same to its prior condition.

SECTION 2. CONDITION OF PREMISES, CLEANING AND MAINTENANCE.

2.1 Condition of Premises, Routine Interior Cleaning and Janitorial Activities. In connection with its use, Consultant shall maintain the Premises in a clean, safe, secure, orderly, and sanitary condition, consistent with a commercially reasonable standard for a well-run animal shelter facility, so far as the Premises may be affected by Consultant's activities under this Agreement.

Specifically, Consultant shall undertake routine cleaning and janitorial activities as necessary to maintain the interior of the Premises in an orderly condition, as above, provided that nothing in this section shall obligate Consultant to make any alterations or capital improvements to the Premises. Consultant shall maintain all of its own equipment, furnishings and trade fixtures upon the Premises which are required for the maintenance and operation of the Palo Alto Animal Shelter.

2.2 Maintenance and Utilities. Outside of Consultant's responsibilities for routine interior cleaning and janitorial activities in Section 2.1 of this Exhibit, City shall be responsible for the maintenance of the interior and exterior of the Premises and the surrounding grounds, including (without limitation) the maintenance, repair, and replacement of the roof, building structure, improvements, and the HV AC, electrical, plumbing, and other building systems. City shall perfonn any alterations to the Premises (1) required by applicable laws or laws of general application (i.e. ADA, seismic regulations, and building codes) and (2) to ensure that utilities (including, without limitation, water, gas, and electricity) are available to the Premises, in amounts sufficient for Consultant to perform the Services. In the event of a utilities outage, the City will work diligently to restore availability as quickly as possible.

City shall promptly perform its obligations under this Section 2.2 ("Maintenance and Utilities"). In the event of a maintenance issue that impacts the health and safety of the operations, the City shall respond within 24 hours of receipt of notice from Consultant to develop an action plan to address the issue in an expedited timeframe.

SECTION 3. HAZARDOUS MATERIALS.

3.1 Environmental Laws. "Environmental Laws" means any applicable federal, state or local laws and regulations relating to Hazardous Material (including, without limitation, its use, handling, transportation, production, disposal, discharge or storage) or to human health and safety, industrial hygiene or environmental conditions in, on, under or adjacent to the Premises, including without limitation soil, air and groundwater conditions.

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3.2 Hazardous Materials. "Hazardous Materials" means any substance, material, waste, pollutant or contaminant which is regulated by applicable Environmental Laws as being hazardous, toxic, flammable, carcinogenic, explosive or radioactive, or is potentially injurious to the public health, safety or welfare or the environment.

3.3 Release. "Release," when used with respect to Hazardous Materials, means any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, depositing, or disposing on, in, under or adjacent to the Premises, or any improvements constructed hereunder by or on behalf of the Consultant, or in, on, under or adjacent to the Premises or any portion thereof in violation of Environmental Laws.

3.4 Remediation. "Remediation" (and derivatives thereof such as an without limitation "remediate"), when used with reference to Hazardous Materials, means any activities undertaken to clean up, remove, contain, treat, stabilize, monitor or otherwise control Hazardous Materials located in, on or under or adjacent to the Premises, or which have been or are being, or risk of being Released into the environment. Remediation includes, without limitation, those actions included within the definition of "remedy" or "remedial action" in California Health and Safety Code Section 25322 and "remove" or "removal" in California Health and Safety Code Section 25323, and as may be amended from time to time.

3.5 No Hazardous Materials. Consultant covenants and agrees that Consultant shall not, nor shall Consultant permit any of Consultant's officers, employees, agents, or subcontractors, to cause or pe1mit any Hazardous Material to be brought upon, kept, used, stored, generated, deposited or disposed of in, on, under or adjacent to the Premises in violation of Environmental Laws, provided that Consultant may store and use such substances in and on the Premises in such limited amounts as are customarily used in the operation of an animal shelter such as the Premises so long as such storage and use is at all limes in full compliance with all applicable Environmental Laws and permits. Consultant shall notify the City as soon as possible within 24 hours if and when it learns or has reason to believe that there has been any Release of Hazardous Material in, on, under or adjacent to the Premises. The City may request Consultant to provide adequate information for City to determine that any Hazardous Material permitted hereunder is being handled in compliance with all applicable Environmental Laws, and Consultant shall promptly provide all such information. In the event that any Hazardous Material is Released in, on, under or adjacent to the Premises by Consultant or any of Consultant's officers, agents, employees, or subcontractors, Consultant shall promptly undertake all necessary actions to Remediate the contaminating Hazardous Material from the Premises and to return the Premises and other City property affected thereby, to the condition existing prior to such Release, or its reasonable equivalent or better, and otherwise investigate and Remediate the Release in accordance with applicable Environmental Laws, at no cost to City. Notwithstanding the foregoing, and excluding Consultant's notice obligations under this Section, Consultant shall have no Remediation obligations under this Section for (i} the mere discovery of any preexisting condition, or (ii) any conditions arising out of any action or inaction of City, its Council members, officers, employees, agents or subcontractors, and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors, (iii) any conditions arising out of any action or inaction of third party vendors that are not an agent or subcontractor of Consultant, and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors, (iv) any conditions arising out of any action or inaction of a third party, not an agent or subcontractor of Consultant, and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors.

3.6 Hazardous Material Indemnity. Consultant shall, on behalf of itself and its successors and assigns, indemnify, defend and hold harmless City, its Council members, officers, employees and agents ( each a "City Indemnified Party"} from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses (including, without limitation, diminution in value of the Premise, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premise, Item 13
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damages arising from any adverse impact or marketing of the Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, reasonable attorneys' fees, reasonable expert fees, judgments, administrative rulings or orders, fines, penalties, costs of death of or injury), to any person or damage to any property whatsoever (including, without limitation, groundwater, sewer systems and atmosphere), arising from, or caused or resulting, in whole or in part, directly or indirectly, by the presence or discharge in, on, under or adjacent to the Premises by Consultant, or Consultant's officers, employees, agents or subcontractors, of Hazardous Material, or by any such party's failure to comply with any applicable Environmental Law, whether knowingly or by strict liability. Such Consultant indemnity obligations include, without limitation, and whether foreseeable or unforeseeable, all costs of any Hazardous Materials management plan, closure, investigat.ion, repairs, and Remediation and restoration of the Premises to its prior condition. For purposes of such indemnity obligations, any acts or omissions of Consultant, its officers, employees, agents, or subcontractors (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Consultant. Consultant shall provide the City with written notice of and afford City a full opportunity to participate in any discussions with governmental regulatory agencies regarding any settlement agreement, Remediation or abatement agreement, consent decree, permit, approvals, or other compromise or proceeding involving a Release of Hazardous Materials in, on, under, or adjacent to the Premises by Consultant or Consultant's officers, employees, agents, or subcontractors as detailed in this Section. Notwithstanding the foregoing, Consultant shall have no obligation to indemnify the City or any City Indemnified Party for (i) the mere discovery of any preexisting condition, or (ii) any conditions arising out of any action or inaction of City, its Council members, officers, employees, agents or subcontractors and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors, (iii) any conditions arising out of any action or inaction of third party vendors that are not an agent or subcontractor of Consultant, and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors, (iv) any conditions arising out of any action or inaction of a third party, not an agent or subcontractor of Consultant, and not contributed to by any action or inaction of Consultant or Consultant's officers, employees, agents, or subcontractors.

SECTION 4. DAMAGE TO UTILITIES. Consultant shall exercise reasonable care to not do anything in, on, under or adjacent to the Premises that damages any City utilities (e.g. gas, water, wastewater, fiber, electric) located in, on, under or about the Premises. Consultant agrees to reimburse City within thirty (30) calendar days of City's written request for any damages caused to City owned utilities caused by a failure of PIN to exercise reasonable care the Premises.

SECTION 5. [RESERVED BY AGREEMENT OF THE PARTIES]
SECTION 6. SURRENDER; DUTIES UPON TERMINATION OR EXPIRATION. Upon the expiration or earlier termination of this Agreement, Consultant shall immediately surrender the Premises in the same condition as received upon completion of the improvements detailed in this Agreement and any other improvements completed by City during the term of this Agreement (excepting reasonable wear and tear; casualty not caused or contributed to by Consultant or its officials, employees, agents or subcontractors; or condemnation not caused or contributed to by Consultant or its empl9yees, agents or subcontractors), broom cleaned, walk-through with City staff completed, and free from hazards that are not pre-existing and were not introduced by the City or its officials employees, agents or subcontractors and clear of all debris that is not pre-existing and was not introduced by the City or its officials, employees, agents or subcontractors. At such time, Consultant shall remove all of its property from the Premises hereunder, and shall repair, at its cost, any damage to the Premises caused by such removal.

Consultant's obligations under this Section shall survive any termination of this Agreement. Consultant shall deliver to the City the originals of all books, permits, plans, records, licenses, contracts, and other documents pertaining to the Premises and its operation, any insurance policies, bills of sale or other documents evidencing title or rights of the City, and any and all other records or documents pertaining to the Premise, whether or not enumerated herein, which are requested by the City or necessary or desirable for the ownership and operation of the Premise, which are in the Consultant's possession. Consultant shall also deliver to City all keys, alarm codes, passwords, and other items used to secure the Premise.

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Consultant further agrees to do all other reasonable things reasonably necessary to cause an orderly transition of the management and operation of the Premises. The provisions of this Section shall survive the expiration or earlier termination of this Agreement until the obligations of the Consultant under this Section are fulfilled to the reasonable satisfaction of the City.

SECTION 7. REPAIR OF DAMAGE. If any portion of the Premises or any property of City located in, on, under or adjacent to the Premises is damaged or at risk of damage by any of the activities conducted by Consultant or anyone acting by or through Consultant, Consultant shall immediately notify City in writing of such damage or risk of damage. City may remedy, but shall not be obligated to remedy, such damage or risk of damage at Consultant's sole cost, or City may elect to witness Consultant's repair work. In the event City elects not to remedy such damage or threat, Consultant shall repair any and all such damage and restore the Premises or such property to its previous condition subject to City's inspection, review and approval.

SECTION 8. CITY'S RIGHT TO CURE DEFAULTS BY CONSULTANT. If Consultant fails to perform any of its obligations under this Exhibit D to restore the Premise, remove or alter improvements or repair damage, or if Consultant defaults in the performance of any of its other obligations under this Exhibit D within a reasonable time after demand by City, then City may, at its sole option, remedy such failure at Consultant's expense; within ten ( I 0) days of receipt of a bill, Consultant shall promptly reimburse the City's actual reasonable costs (including without limitation all costs, damages, expenses or liabilities incurred by City, reasonable attorneys', experts' and Consultants' fees) in remedying or attempting to remedy such failure, or City may reduce any outstanding amount due to Consultant under the Agreement by the cost to City of such remedial action. In the alternative, the cost thereof may be made a lien on Consultant's property as provided in section 12.12.010 of the Palo Alto Municipal Code.

Any such remedial action by City shall not be construed as a waiver of any rights or remedies of City under this Exhibit D or the Agreement, and nothing herein shall imply any duty of City to do any act that Consultant is obligated to perform. Consultant's obligations under this Section shall survive the expiration or earlier tennination of this EKhibit D.

SECTION 9. GENERAL PROVISIONS. (a) If Consultant consists of more than one person, the obligations of each person shall be joint and several. (b) Consultant may not record this Exhibit Dor any memorandum hereof. ( c) Any sale or conveyance by City of the Premises, the provisions of Section 19 ("Termination or Suspension of Agreement or Services") of this Agreement shall govern.

SECTION 10. HOLDING OVER. If Consultant remains in possession of the Premises or any part thereof after the expiration of the term of this Agreement, or any renewal option thereto, such occupancy shall be a revocable license from month to month with all the obligations of this Exhibit D applicable to Consultant. Nothing contained Exhibit D or in the Agreement shall give to Consultant the right to occupy the Premises after the expiration of the term of this Agreement, or any renewal option thereto, or upon any earlier termination.

SECTION 11. WAIVER OF CML CODE. Consultant expressly waives. the benefit ofany statute now or hereinafter in effect, including the provisions of sections 1941 and 1942 of the Civil Code of California, to the extent applicable, which would otherwise afford Consultant the right to make repairs at City's expense or to terminate this Agreement because of City's failure to keep Premises in good order, condition and repair.

SECTION 12. ALTERATIONS BY CONSULTANT. Consultant shall not make any alterations or improvements to the Premises without obtaining the prior written consent of the City Manager, except for alterations or improvements that cost less than Ten Thousand Dollars ($10,000 .00) and which do not affect any building systems or the structural integrity or any structural components of the Premises.

12.1 Ownership of Improvements. All improvements constructed, erected, or installed upon the Premises by Consultant must be free and clear of all liens, claims, or liability for labor or material and Item 13
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shall become the property of City, at its election, upon expiration or earlier tennination of the term, and shall remain upon the Premises upon expiration or earlier termination of this Agreement. Any furniture, trade fixtures installed by Consultant, equipment or other property of Consultant (whether obtained prior to or during the term of this Agreement) shall remain the property of Consultant. Consultant shall restore the Premises to the condition prior to Consultant's installation of such trade fixtures, consistent with Section 6 ("Surrender; Duties Upon Termination or Expiration") . .

12.2 Indemnity for Claims Arising Out of Construction. For the avoidance of doubt, included in Consultant's obligations under Section 16 ("Indemnity; Limitation of Liability") of the Agreement to which this is an exhibit, is Consultant's obligation to indemnify, defend and hold hannless City Indemnified Parties against all Claims arising out of construction and maintenance work perfonned on the Premises by Consultant or caused to be performed on the Premises by Consultant.

12.3 Certificate of Inspection. In the event Consultant will perform, or cause to be performed, any construction, improvement or alteration or any other work on or to the Premises for which City requires a certificate of completion, then upon completion of any such construction, improvement or alteration, Consultant shall submit to the City Manager a Certificate of Inspection, verifying that such construction, improvement or alteration was completed in conformance with Title 20 of the California Code of Regulations for residential construction, or in conformance with Title 24 of the California Code of Regulations for non-residential construction, as applicable.

12.4 As Built Plans. Consultant shall provide the City Manager with a complete set of reproducible "as built plans" reflecting actual construction within or upon the Premises upon completion of any: (i) new construction or (ii) structural alterations.

SECTION 13. ASBESTOS NOTIFICATION. Consultant acknowledges that City has advised Consultant that the Premises contains, or because of its age, is likely to contain asbestos-containing materials ("ACMs"). If Consultant undertakes any alterations, additions, or improvements to the Premises, Consultant shall do so in a manner that avoids disturbing any ACMs present on the Premises .

If ACMs are likely to be disturbed in the course of such work, Consultant shall encapsulate or remove the ACMs in accordance with an asbestos-removal plan approved by the City and otherwise in accordance with all applicable laws, including giving all notices required, if any, by California Health and Safety Code§§ 25915-25919.7, as may be amended.

SECTION 14. MATERIAL CASUALTY

14.1 Damage and Repair. If a Material Casualty (as defined herein) occurs, then the City shall detennine, in its sole and absolute discretion, whether it wishes to continue to operate the Premises as an animal shelter. The City's failure to provide written notice to Consultant of such election within thirty (30) days after the occurrence of a Material Casualty or other damage or destruction of the Premises shall constitute the City's election to continue the operation of the Premises as an animal shelter. If the City elects (or is deemed to elect) to continue the operation of the Premises as an animal shelter after a Material Casualty, or if the Premises is damaged but such damage does not constitute a Material Casualty, then the City shall promptly reconstruct or repair the destroyed or damaged portion of the Premises. City shall pay all costs of repairing and reconstructing the Premises. A "Material Casualty" is a total destruction of the Premises or any damage to the Premises the repair of which would exceed the City Manager's Council-delegated contracting authority under Palo Alto Municipal Code section 2.30.210, depending on the applicable contract types in relation to the repairs required.

14.2 Termination. If City notifies Consultant in writing within thirty (30) days after the occurrence of a Material Casualty that the City elects to not continue the operation of the Premises as an animal shelter after such Material Casualty, then the Agreement shall immediately terminate as of the date such notice is delivered to Consultant. In the event of such termination, (i) City shall pay Consultant's reasonable costs in winding down the operations at the Premises, including, but not limited to, any costs Item 13
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associated with the tennination of employees by Consultant and (ii) Consultant shall be entitled to retain its prorated compensation amount for the quarter in which termination occurs (prorated for the number of days in such quarter that elapsed up to the date of termination).

14.3 Continuation. If the City elects (or is deemed to elect) or is obligated to reconstruct or repair the damaged portions of the Premises because such damage does not constitute a Material Casualty pursuant to Section 14. l ("Damage and Repair"), the City and Consultant shall make a determination as to whether the Premises will continue to operate during the reconstruction/repair period. If the parties mutually determine (in their respective reasonable discretion) that the Premises will operate during such period, this Agreement shall remain in full force and effect. Otherwise, Consultant's obligations to provide animal shelter services under this Agreement shall be suspended during such period. In the event of such suspension, (i) City shall pay Consultant's reasonable costs incurred by Consultant during any such suspension of operations and (ii) Consultant shall be entitled to retain its prorated compensation amount for the quarter in which suspension occurs (prorated for the number of days in such quarter that elapsed up to the date of suspension). City shall further pay all reasonable costs incurred by Consultant due to such suspension. If the parties desire, during the suspension period, the parties may negotiate in good faith to try to provide for animal shelter services to the best of the parties' reasonable abilities under the circumstances of such a suspension.

SECTION 15. CITY IMPROVEMENTS TO PREMISES. The City has worked with Consultant to identify improvements to the Premises. The City shall improve the Premises as follows, subject to the Contingencies described in this section:

15.1 Expansion of Existing Medical Suite. The City shall expand the medical suite at the Premises to accommodate more animals and offer more privacy to customers. The remodeled medical suite shall expand into the office area for the shelter and shall offer separate entrances for medical customers, separate treatment, recovery, and preparation areas, as well as a lobby for medical customers.

The expansion will not be inconsistent with the plans entitled "Floor Plan - New Medical Area" that Consultant provided to City, attached as (Exhibit D-1 ), to the extent practicable and feasible based on site requirements and architectural- or engineering-based considerations. The City shall abate asbestos and lead paint within the medical suite area of the Premises.

Expected Timeline:

Design and Review Timelines:

A/E Consultant Procurement: November 8 - December 30, 2018 Schematic Design/ Design Development: January 2, 2019 - February 25, 2019 Construction Documents: February 28- March 22, 2019
Building Permit: April 4-May 5, 2019
Procurement and Construction Timelines:

General Contract Bidding/Procurement: April 25 - July 7, 2019 Construction: July 24 - November 14, 2019
Note: During construction, the building will be closed, and staff will need alternative worksites. All other parts of the building should still be open.

15.2 Addition of New Modular Building. The City shall place a modular building on the site to supplement the existing building. The building shall be used for offices as well as for meetings and educational programs for the public. The modular building shall be connected to utilities and will likely require a concrete pad. The modular building will not be inconsistent with Exhibit D-2, to the extent practicable and feasible based on site requirements and architectural- or engineering-based considerations.

The City will place one (1) construction-type trailer within sixty (60) days as temporary accommodations until the modular building is installed and operational.

Expected Timeline:

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Design and Review Timelines:

Design: November 8, 2018 - February 25, 2019
ARB Review: January IO, 2019- February 8, 2019
Building Pennit (concurrent): January I I, 2019 - May 4,2019 Procurement and Construction Timelines:

Procurement (9 steps): February 28 - May 12, 2019
Construction (4 major steps): May l, 2019 - July 28, 2019

15.3 Renovation of Existing Dog Kennels. The City shall renovate the existing dog kennels located at the Premises to ensure that all kennels are operable and expected that this work shall be done by March 15, 2019. The renovation shall be as described in Exhibit D-3, to the extent practicable and feasible based on site requirements and architectural- or engineering-based considerations.

15.4 Construction of New Dog Kennels. The City shall construct 16 new kennels on the Premises. Construction is expected to be complete by July 30, 2020. The new kennels will be constructed of galvanized steel, will be air-conditioned and heated, and located as close as possible to the existing dog kennels and medical area, to the extent practicable and feasible based on site requirements and architectural- or engineering-based considerations. Interior and exterior runs shall be of material size and quality not inconsistent with the applicable items as set forth on Exhibit D-4, to the extent practicable and feasible based on site requirements, architectural- or engineering-based considerations, and procurement requirements applicable to the City as a public entity.

15.5 Total Cost. The total cost of these improvements above is expected to be approximately $3.4 million, not including staff time, as estimated at the time as of the execution of this Agreement, and shall be fully paid for by the City of Palo Alto.

15.6 Contingencies. The Parties acknowledge that the improvements in this Section are subject to conditions which may alter the scope of the aforementioned improvements and could prevent one, some, or all of them from being constructed . These conditions include, but are not limited to:
(a) Permitting and architectural review;
(b) Appropriation of sufficient funds, as decided by the City Council; (c) Compliance with all laws, regulations, permits, and conditions, including CEQA; and (d) Changes in the prices for construction and materials.

15.7 Additional Compensation for Renovation Delays. Due to facility inadequacies, that would be remedied by the completion of the renovations outlined in sections 15.1, 15.2, and 15.3, the City will provide additional compensation to Consultant up to five-thousand dollars ($5,000) per month, should the City be unable to substantially complete the renovations in the time periods outlined in sections 15.1, 15.2, and 15.3. The additional compensation must be specifically documented and related to costs Consultant incurs as a result of facility inadequacies that would be remedied by the completion of renovations.

15.8 All work perfonned by the City shall be performed in a workmanlike manner, in compliance with all applicable laws., City shall take reasonable steps to perfonn such work in a manner which results in minimal disruption to Consultant's activities in the Premises. Consultant will take reasonable steps to accommodate City's work. The City shall enforce all applicable third party warranties at the request of Consultant. City shall promptly obtain final certificates of occupancy for all applicable portions of the Premises.

15.9 Renovation Timeline Updates. City shall provide renovation timeline updates to Consultant on a quarterly basis or more frequently upon request. Six months after the commencement of the construction of the improvements detailed in this Agreement, the parties will meet to review whether the renovation timelines stated herein are on track. City shall provide renovation timeline updates to Item 13
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Consultant on a quarterly basis or more frequently upon request. If, in Consultant's reasonable determination, there is excessive delay in any renovation timelines stated herein, and City is not diligently pursuing completion of the improvements detailed in Section 15.1, 15.2, or 15.3, Consultant may terminate this Agreement upon sixty (60) days' written notice to City.

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Palo Alto Animal Shelter
3281 East Bayshore Rd., Palo Alto, CA
Legend
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/19/11/12/25/i255/35/3/i255/36/11/11/26/i255/37/19/35/36/38/i255/4/25/i255/6/i255/18/11/26/11/13/6/7/7/21/i255/13/11/23/17/14/3/4/39/11/26/i255/40/33/30/37/23/38/29/i255/3/17/3/41/16/13/17/42/12/i255/23/17/13/16/17/13/6/12/4/17/3/i255/44/45/46/44/i255/47/48/49/50/48/47/i255/51/46/52/i255 /53/49/48/46/i255/54/48/55/56/55/47/57/58/46/i255/59/60/61/62/46/55/56/60/55/i255/46/55/56/61/46/58/47/i255/46/55/63/i255/44/45/48/56/49/i255/62/48/60/62/58/48/i255/64/49/60/61/i255/60/57/49/i255/65/46/66/47/45/56/62/i255/47/45/48/58/44/48/49/i255/64/46/59/56/58/56/44/52/i255/56/55/i255 /67/48/63/68/60/60/63/i255/69/56/44/52/70/i255/46/55/63/i255/46/47/i255/46/i255/69/56/44/52/i255/60/64/i255/54/46/58/60/i255/53/58/44/60/i255/47/48/49/50/56/59/48/i255/62/46/49/44/55/48/49/i255/47/56/55/59/48/i255/71/72/73/74/75/i255/47/45/48/58/44/48/49/56/55/66/75/i255/49/48/45/60/61/56/55/66/75/i255/46/55/63/i255 /62/49/60/50/56/63/56/55/66/i255/46/59/59/48/47/47/76/44/60/76/59/46/49/48/i255/47/48/49/50/56/59/48/47/i255/44/60/i255/46/55/56/61/46/58/47/i255/46/55/63/i255/44/45/48/56/49/i255/62/48/60/62/58/48/i255/56/55/i255/44/45/48/i255/54/46/58/60/i255/53/58/44/60/75/i255/77/60/47/i255/53/58/44/60/47/75/i255/46/55/63/i255 /77/60/47/i255/53/58/44/60/47/i255/78/56/58/58/47/i255/79/57/49/56/47/63/56/59/44/56/60/55/47/80/i255/i255 /i255
/81/11/i255/82/11/7/4/11/83/11/i255/12/10/6/12/i255/12/10/11/i255/6/3/4/5/6/7/41/10/22/5/6/3/i255/82/17/3/26/i255/4/5/16/13/17/83/11/25/i255/12/10/11/i255/84/22/6/7/4/12/21/i255/17/18/i255/7/4/18/11/31/i255/10/11/6/7/12/10/31/i255/6/3/26/i255/85/11/7/7/82/11/4/3/14/i255 /18/17/13/i255/6/7/7/86/i255/53/44/i255/46/i255/44/56/61/48/i255/68/45/48/55/i255/62/48/60/62/58/48/i255/49/48/62/60/49/44/i255/64/48/48/58/56/55/66/i255/46/55/i255/57/55/62/49/48/59/48/63/48/55/44/48/63/i255/63/48/66/49/48/48/i255/60/64/i255/63/56/47/59/60/55/55/48/59/44/56/60/55/i255/46/55/63/i255 /58/60/55/48/58/56/55/48/47/47/75/i255/59/46/49/56/55/66/i255/49/48/58/46/44/56/60/55/47/45/56/62/47/i255/68/56/44/45/i255/59/60/61/62/46/55/56/60/55/i255/46/55/56/61/46/58/47/i255/59/46/55/i255/87/48/i255/58/56/64/48/47/46/50/56/55/66/80/i255/54/88/89/90/47/i255/47/44/49/46/44/48/66/56/59/i255/64/60/59/57/47/i255 /64/60/49/i255/59/60/61/61/57/55/56/44/52/i255/68/48/58/58/55/48/47/47/i255/56/47/i255/44/60/i255/47/48/49/50/48/i255/46/55/56/61/46/58/47/i255/46/55/63/i255/44/45/48/i255/62/48/60/62/58/48/i255/68/45/60/i255/58/60/50/48/i255/44/45/48/61/80/i255/i255 /i255
/i255
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/i255
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/99/i255/101/102/103/104/105/i255/106/107/108/109/104/105/110/i255/101/104/111/112/107/i255/113/107/114/i255/115/116/117/i255 /99/i255/106/118/102/119/103/108/102/107/110/114/i255/120/121/122/i255 /99/i255/106/107/108/109/104/105/110/i255/123/102/110/103/112/124/112/118/i255/125/126/103/110/108/118/112/i255/102/127/i255/103/128/112/i255/129/106/i255/130/128/112/105/103/112/124/114/i255/131/117/132/i255 /99/i255/130/128/112/105/103/112/124/i255/133/i255/134/102/109/109/126/107/108/103/135/i255/130/119/104/135/136/107/112/126/103/112/124/i255/130/126/124/137/112/124/108/112/110/114/i255/138/117/131/i255 /99/i255/139/112/110/140/126/112/i255/141/124/102/126/119/i255/130/119/104/135/142/143/112/126/103/112/124/i255/130/126/124/137/112/124/108/112/110/114/i255/138/131/i255 /99/i255/134/102/109/109/126/107/108/103/135/i255/144/104/140/140/108/107/112/110/i255/106/118/109/108/107/108/110/103/112/124/112/118/114/i255/117/138/116/117/i255 /99/i255/113/107/136/110/128/112/105/103/112/124/i255/144/102/105/126/107/103/112/112/124/i255/145/102/126/124/110/114/i255/138/122/122/146/i255 /99/i255/145/102/126/124/110/i255/102/127/i255/129/124/102/127/112/110/110/108/102/107/104/105/i255/147/112/128/104/148/108/102/124/i255/106/110/110/112/110/110/109/112/107/103/i255/133/i255/149/102/118/108/127/108/140/104/103/108/102/107/i255/101/124/104/108/107/108/107/137/114/i255/132/120/121/122/i255 /i255
/98/17/85/i255/19/11/12/25/i255/35/3/i255/36/11/11/26/i255/12/13/6/3/25/18/17/13/5/11/26/i255/17/83/11/13/i255/12/10/11/i255/16/6/25/12/i255/30/150/i255/5/17/3/12/10/25/31/i255/6/3/26/i255/16/6/13/12/3/11/13/25/10/4/16/i255/18/17/13/i255/12/10/11/i255/20/4/12/21/i255/17/18/i255/19/6/7/17/i255 /2/7/12/17/i255
/99/i255/145 /108/124/112/118/i255/107/112/151/i255/105/112/104/118/112/124/110/128/108/119/i255/103/112/104/109/152/i255/108/107/140/105/126/118/108/107/137/i255/134/153/125/i255/154/104/126/124/104/i255/101/102/105/105/112/124/i255/141/104/124/118/107/112/124/i255/104/107/118/i255/155/108/124/112/140/103/102/124/i255/102/127/i255 /123/108/107/104/107/140/112/i255/101/112/124/108/i255/155/126/107/151/102/102/118/135/152/i255/140/102/109/109/108/103/103/112/118/i255/103/102/i255/112/156/126/108/103/104/157/105/112/i255/140/104/124/112/i255/127/102/124/i255/104/107/108/109/104/105/110/i255/104/107/118/i255/110/126/119/119/102/124/103/i255/110/112/124/148/108/140/112/110/i255 Item 13
Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
46 Packet Pg. 363 of 461

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/22/i255/24/12/17/6/11/4/6/18/i255/45/46/47/47/48/i255/50/51/i255/52/53/54/55/i255/56/57/i255/58/53/53/59/60/55/i255/61/62/63/64/65/54/53/i255/62/53/55/50/66/62/67/53/55/i255/63/57/54/50/i255/54/68/53/i255/50/61/53/62/65/54/63/50/57/i255/50/51/i255/54/68/53/i255/52/65/69/50/i255/70/69/54/50/i255 /11/5/6/9/4/6/2/i255/1/17/6/2/i255/4/5/6/i255/9/13/11/4/i255/19/6/13/2/i255/4/1/i255/2/6/14/2/15/7/4/i255/14/2/7/4/7/14/13/9/i255/4/13/9/6/12/4/10/i255/13/12/18/i255/4/1/i255/18/6/6/8/9/19/i255/6/16/31/6/18/i255/1/15/2/i255/8/5/7/9/1/11/1/8/5/19/i255/1/0/i255 /25/15/13/9/7/4/19/i255/1/0/i255/14/13/2/6/10/i255/6/25/15/7/4/19/10/i255/13/12/18/i255/6/26/14/6/9/9/6/12/14/6/i255/7/12/4/1/i255/18/13/19/33/4/1/33/18/13/19/i255/11/5/6/9/4/6/2/i255/1/8/6/2/13/4/7/1/12/11/21/i255 /i255
/71/72/73/74/75/76/i255/76/72/71/72/i255/78/79/80/i255/81/82/83 /84/72/85/72/71/86/87/75/88/i255 /i255
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/99/107/108/109/110/i255/111/112/i255/89/113/114/115/107/116/117/118/113/119/i255/120/113/i255/92/110/119/117/119/118/121/109/107/i255/103/121/114/107/119/110/i255/96/113/122/117/110/120/123/i255 /124/125/126/i255 /127/128/129/130/131/132/133/134/135/132/i255 /124/136/137/i255 /127/128/129/130/131/132/133/134/135/132/i255 /138/139/140/140/141/142/143/144/i255/146/147/139/148/143/i255/149/150/151/151/152/153/154/155/156/i255 /157/155/139/158/i255/140/159/142/141/160/144/159/160/161/i255/155/141/162/141/160/148/141/i255 /163/149/150/151/151/152/i255/164 /159/142/141/160/144/159/160/161/i255/155/141/162/141/160/148/141/i255 /158/146/160/146/161/141/158/141/160/143/i255/143/139/i255/147/141/i255 /165/141/143/141/155/158/159/160/141/165/i255
/i255
/138/139/140/140/141/142/143/144/i255/146/147/139/148/143/i255/149/166/151/151/152/153/154/155/156/i255 /159/160/i255/159/160/142/141/160/167/162/141/i255/168/146/154/158/141/160/143/144/i255 /163/149/166/151/151/152/i255/169 /139/i255/159/160/142/141/160/167/162/141/i255/168/146/154/158/141/160/143/144/i255/i255 /170/141/155/157/139/155/158/144/i255/171/141/140/165/i255/172/173/160/159/158/146/140/i255 /138/139/160/143/155/139/140/i255/174/175/142/141/155/i255/176/176/i255/173/138/174/177/i255 /144/141/155/162/159/142/141/144/i255
/173/165/165/159/167/139/160/146/140/i255/142/139/144/143/i255/139/157/i255/173/138/174/i255 /144/143/146/178/179/i255/139/178/144/141/143/i255/147/154/i255/144/146/162/159/160/161/144/i255 /157/155/139/158/i255/180/146/162/159/160/161/i255/142/139/160/143/155/139/140/i255/139/162/141/155/i255 /180/139/181/i255/173/138/174/144/i255/158/146/160/146/161/141/i255 /146/160/159/158/146/140/144/i255/147/155/139/148/161/180/143/i255/143/139/i255 /144/180/141/140/143/141/155/182/i255/155/141/144/148/140/167/160/161/i255/159/160/i255/157/141/181/141/155/i255 /159/158/168/139/148/160/165/144/i255
/169/139/i255/171/141/140/165/i255/172/173/138/174/177/i255/144/141/155/162/159/142/141/144/i255 /168/141/155/157/139/155/158/141/165/179/i255/142/139/140/140/146/147/139/155/146/167/139/160/i255 /181/159/143/180/i255/138/159/143/154/i255/173/138/174/144/i255 /i255
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/174/168/141/155/146/143/141/144/i255/159/160/i255/170/146/140/139/i255/173/140/143/139/i255/166 /151/185/i255 /170/141/155/157/139/155/158/144/i255/142/139/155/141/i255/144/141/155/162/159/142/141/144/187/i255 /173/165/139/168/167/139/160/144/i255/i255
/188/160/143/146/189/141/i255/139/157/i255/144/143/155/146/154/144/i255/i255 /190/139/140/148/160/143/141/141/155/i255/168/155/139/161/155/146/158/144/i255 /191/139/144/143/141/155/159/160/161/i255/i255
/192/141/180/146/162/159/139/155/i255
/173/144/144/141/144/144/158/141/160/143/153/193/155/146/159/160/159/160/161/i255 /190/146/142/142/159/160/141/i255/146/160/165/i255/184/159/142/155/139/142/180/159/168/i255 /138/140/159/160/159/142/144/i255
/190/141/143/141/155/159/160/146/155/154/i255/142/146/155/141/i255/i255 /170/148/147/140/159/142/i255/144/168/146/154/153/160/141/148/143/141/155/i255 /194/148/158/146/160/141/i255/141/165/148/142/146/167/139/160/i255 /i255/170 /141/155/157/139/155/158/144/i255/142/139/155/141/i255/144/141/155/162/159/142/141/144/187/i255/i255 /173/165/139/168/167/139/160/144/i255/i255
/188/160/143/146/189/141/i255/139/157/i255/144/143/155/146/154/144/i255/i255 /190/139/140/148/160/143/141/141/155/i255/168/155/139/161/155/146/158/144/i255 /191/139/144/143/141/155/159/160/161/i255/i255
/192/141/180/146/162/159/139/155/i255
/173/144/144/141/144/144/158/141/160/143/153/193/155/146/159/160/159/160/161/i255/i255 /190/146/142/142/159/160/141/i255/146/160/165/i255/184/159/142/155/139/142/180/159/168/i255 /138/140/159/160/159/142/144/i255
/190/141/143/141/155/159/160/146/155/154/i255/142/146/155/141/i255/i255 /170/148/147/140/159/142/i255/144/168/146/154/153/160/141/148/143/141/155/i255 /194/148/158/146/160/141/i255/141/165/148/142/146/167/139/160/i255 /i255
Item 13
Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
47 Packet Pg. 364 of 461

/0/1/2/3/i255/5/6/i255/7/6/6/8/7/9/i255/10/11/12/11/6/8/11/i255/i255 /0 /14/3/i255/5/6/i255/7/6/6/8/7/9/i255/10/11/12/11/6/8/11/i255/i255 /0/1/2/3/i255/5/6/i255/8/6/10/11/15/16/10/5/17/16/11/18/i255/17/7/15/19/i255 /7/6/18/i255/5/6/12/11/15/16/20/11/6/16/15/i255
/i255/0 /14/3/i255/5/6/i255/8/6/10/11/15/16/10/5/17/16/11/18/i255/17/7/15/19/i255 /7/6/18/i255/5/6/12/11/15/16/20/11/6/16/15/i255
/i255
/0/14/21/3/i255/5/6/i255/16/22/16/7/9/i255/7/15/15/11/16/15/i255/i255 /0 /23/24/3/i255/5/6/i255/16/22/16/7/9/i255/7/15/15/11/16/15/i255 /5/6/17/9/8/18/5/6/25/i255/12/7/9/8/11/i255/22/26/i255/22/27/6/11/18/i255 /28/8/5/9/18/5/6/25/i255/5/6/i255/29/30/31/i255
/i255
/23/32/2/i255/16/22/16/7/9/i255/11/20/33/9/22/34/11/11/15/i255/i255 /24 /35/i255/16/22/16/7/9/i255/11/20/33/9/22/34/11/11/15/i255/36/23/1/37/21/i255/38/39/40/i255 /15/33/11/17/5/41/17/7/9/9/34/i255/7/9/9/22/17/7/16/11/18/i255/16/22/i255/42/7/9/22/i255 /43/9/16/22/i255/15/19/11/9/16/11/10/44/i255
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/i255/48 /22/i255/11/17/22/6/22/20/5/11/15/i255/22/26/i255/15/17/7/9/11/49/i255 /15/11/10/12/5/17/11/i255/20/22/18/11/9/i255/5/15/i255/7/i255/15/20/7/9/9/50 /15/17/7/9/11/i255/15/19/11/9/16/11/10/46/i255/19/5/25/19/9/34/i255 /17/8/15/16/22/20/5/51/11/18/i255/16/22/i255/16/19/11/i255/6/11/11/18/15/i255/22/26/i255 /42/43/46/i255/52/43/46/i255/7/6/18/i255/52/43/53/i255/i255 /i255
/42/22/33/8/9/7/54/22/6/i255/22/26/i255/35/2/2/55/i255/15/11/10/12/11/18/i255/i255 /42 /22/33/8/9/7/54/22/6/i255/22/26/i255/23/2/2/55/i255/15/11/10/12/11/18/i255/i255 /56/7/12/11/i255/10/7/16/11/57/i255/58/58/59/i255/i255 /56 /7/12/11/i255/29/7/16/11/57/i255/60/58/59/i255/i255 /i255 /i255 /i255 /i255
/48/61/39/40/57/i255/i255
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/i255
Item 13
Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
48 Packet Pg. 365 of 461

/i255
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/i255/i255 /50 /34/21/31/28/24/43/i255/27/26/30/31/23/24/27/77/25/24/27/38/26/23/54/i255/91/37/27/23/i255/27/23/i255 /26/38/24/i255/27/26/35/28/21/33/31/33/i255/27/26/i255/24/37/31/i255/35/21/34/34/31/26/24/i255 /35/38/26/24/34/25/35/24/78/i255/51/31/24/23/i255/52/26/i255/53/31/31/33/i255 /40/34/38/40/38/23/31/23/i255/42/25/27/26/24/25/27/26/27/26/77/i255/23/24/25/24/21/23/i255 /92/21/38/54/i255
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Item 13
Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
49 Packet Pg. 366 of 461

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/i255/i255/i255/186/1/14/2/172 /190/172 /174/176 /187 /173 /192 /173 /188 /176 /173 /i255/i255/i255/0/9/3/2/187 /187/176 /191/174 /173/174 /172/172 /187/174 /176/172 /189/172 /174/172 /192/173 /i255/i255/i255/193/9/17/17/12/3/2/47/194/7/12/5/6/9/i255/18/12/14/2/47/195/44/9/10/10/2/188 /172 /172 /189 /172 /173 /189 /172 /172 /172 /205/200/199/201/202/i255/207/197/199/208/201/209/201/210/211/201/210/167/165/165 /159/71 /166/71 /166/159 /160/162 /164/161 /159/161 /166/159 /163/163 /163 /71/159 /163/203/159/163 /i255
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/i255/i255/i255/212/9/13/13/12/5/9/3/12/1/5 /172/189/187/192/189 /189/172 /188/172/187/188 /188/191 /i255/i255/i255/213/12/13/8/1/13/22/12/42 /191/176/189 /189 /188 /191/189/188 /191 /i255/i255/i255/195/42/9/15/47/20/6/7/3/6/8 /189/189/189 /188 /172/174/172 /192/172 /53/73/74/67/69 /172/172/190/188/189 /189/173 /174/172/189/190 /191/187 /50/77/170/70/i255/57/70/69/70/67/78/70/i255/57/67/74/70/78/192 /189/214/192 /172/214/192 /188/214/192 /174/214/192 /190/214/192 /176/214/192 /192/214/192 /191/214/192 /191/214/192 /191/214/167 /71/215/167 /166/215 /216/217/41/1/3/9/10/i255/12/44/42/1/7/5/16/2/i255/175/i255/6/7/3/22/9/5/9/2/12/9/2/218/47/41/1/3/9/10/i255/19/44/42/1/7/5/16/2 Item 13
Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
50 Packet Pg. 367 of 461

/0/1/2/3/4/5/i255/7/8/i255/9/10/7/11/12/7/13/14/i255/8/7/5/i255 /15/16/17/18/16/17/18/16/19/i255/5/4/14/20/10/4/13/21/14/i255 /23/24/25/i255/27/28/i255/29/27/30/31/i255/32/33/34/32/34/35/36/37/i255 /i255
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/15/49/60/15/60/47/61/62/i255/63/64/62/65/61/66/i255/67/60/49/i255/67/68/49/47/66/i255/69/61/16/49/i255/60/67/i255/0/61/70/i255/71/60/0/66/49/16/71/66/i255 /i255
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/i255
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Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
51 Packet Pg. 368 of 461

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/i255
/i255
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/126/102/i255/100/102/i255/91/92/98/99/106/i255/149/108/i255/97/108/101/102/111/111/108/94/100/i255/112/96/98/107/100/98/94/109/i255/93/i255/94/108/149/106/i255/99/111/93/107/107/i255/112/96/98/107/100/98/94/109/i255/102/94/i255/91/92/108/i255/108/154/98/99/91/98/94/109/i255/104/93/97/101/108/107/i255/91/102/i255/104/97/102/144/98/100/108/162/i255/i255 /163/i255/142/100/100/98/91/98/102/94/93/107/i255/99/104/93/101/108/99/i255/105/102/97/i255/101/93/91/99/i255/93/94/100/i255/99/111/93/107/107/i255/93/94/98/111/93/107/99/i255/91/102/i255/112/108/i255/108/154/93/111/98/94/108/100/i255/112/110/i255/144/108/91/108/97/98/94/93/97/98/93/94/99/i255/93/94/100/i255 /99/102/101/98/93/107/98/161/108/100/143/i255/i255/i255 /163/i255/74/165/165/166/82/166/83/167/77/81/i255/168/169/79/79/82/i255/77/167/165/i255/170/78/79/79/82/171/i255/75/172/77/173/79/i255/84/83/78/i255/172/83/82/79/167/82/166/77/81/i255/77/165/83/172/82/79/78/75/i255/82/83/i255/174/166/75/166/82/i255/175/166/82/176/i255/173/77/82/75/i255/77/167/165/i255/75/177/77/81/81/i255 /93/94/98/111/93/107/99/143/i255
/163/i255/151 /102/96/99/98/94/109/i255/105/102/97/i255/101/93/91/99/i255/91/92/93/91/i255/98/94/101/107/96/100/108/99/i255/104/102/97/91/93/107/99/i255/93/94/100/i255/108/107/108/144/93/91/98/102/94/i255/102/105/105/i255/91/92/108/i255/109/97/102/96/94/100/106/i255/91/102/i255/101/102/111/104/107/110/i255/149/98/91/92/i255 /142/99/99/102/101/98/93/91/98/102/94/i255/102/105/i255/178/92/108/107/91/108/97/i255/153/108/91/108/97/98/94/93/97/98/93/94/99/i255/109/96/98/100/108/107/98/94/108/99/143/i255/i255 Item 13
Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
52 Packet Pg. 369 of 461

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/49/8/11/14/3/i255/6/7/i255/5/27/14/i255/11/20/8/9/9/i255/7/18/20/38/14/16/11/i255/8/7/3/i255/5/14/20/12/14/16/8/20/14/7/5/i255/6/15/i255/5/27/14/i255/13/8/5/11/i255/5/27/14/i255/2/22/81/11/i255/38/16/4/7/29/i255/4/7/5/6/i255/5/27/14/i255/40/2/i255/11/27/14/9/5/14/16/37/i255 /5/27/14/16/14/i255/8/12/12/14/8/16/i255/5/6/i255/38/14/i255/15/14/30/i255/15/14/16/8/9/i255/13/8/5/11/i255/4/7/i255/6/18/16/i255/79/18/16/4/11/3/4/13/5/4/6/7/21/i255/i255/39/5/i255/30/6/18/9/3/i255/38/14/i255/27/14/9/12/15/18/9/i255/15/6/16/i255/22/4/5/36/i255/11/5/8/15/15/i255/5/6/i255/16/14/11/14/8/16/13/27/i255 /5/27/14/i255/7/18/20/38/14/16/i255/6/15/i255/15/14/16/8/9/i255/13/8/5/11/i255/4/7/i255/6/18/16/i255/79/18/16/4/11/3/4/13/5/4/6/7/i255/11/6/i255/5/27/8/5/i255/30/14/i255/27/8/26/14/i255/20/6/16/14/i255/15/8/13/5/11/i255/5/6/i255/30/6/16/25/i255/30/4/5/27/21/i255 /i255
/i255
/70/65/55/63/69/66/63/64/53/60/i255/67/76/i255/152/67/54/153/56/69/64/i255/154/56/66/62/i255/63/69/i255/155/54/64/63/69/56/156/63/66/56/67/69/i255/154/56/66/62/i255/70/i255/86/53/63/54/77/73/157/i255/70/72/66/53/54/69/63/66/56/55/53/i255/158/67/57/63/66/56/67/69/i255 /159/14/16/36/i255/16/14/13/14/7/5/9/36/37/i255/5/27/14/i255/40/8/9/6/i255/2/9/5/6/i255/11/27/14/9/5/14/16/i255/30/8/11/i255/15/18/20/4/29/8/5/14/3/i255/15/6/16/i255/5/14/16/20/4/5/14/i255/13/6/7/13/14/16/7/11/160/i255/146/133/139/136/161/48/i255/132/127/i255/44/45/46/47/48/i255 /23/14/3/30/6/6/3/i255/22/4/5/36/i255/11/27/14/9/5/14/16/i255/8/7/3/i255/6/18/16/i255/30/4/3/14/78/16/8/7/29/4/7/29/i255/15/6/11/5/14/16/i255/27/6/20/14/i255/7/14/5/30/6/16/25/37/i255/40/8/9/6/i255/2/9/5/6/i255/11/27/14/9/5/14/16/i255/8/7/4/20/8/9/11/i255 Item 13
Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
53 Packet Pg. 370 of 461

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/i255
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/86/87/88/89/i255/91/92/93/i255/94/95/96/97/i255/98/99/98/100/i255/95/97/98/101/87/102/94/98/103/104/88/i255/98/97/105/106/98/104/89/107/i255 /37/30/29/24/i255/38/27/i255/39/30/30/108/i255/23/24/i255/33/26/27/108/26/29/30/108/i255/109/110/i255/28/111/31/i255/112/28/27/29/31/26/112/29/i255/113/23/29/22/i255/29/22/30/i255/114/23/29/110/i255/28/36/i255/37/26/35/28/i255/115/35/29/28/i255/29/28/i255/26/112/112/30/34/29/i255/30/116/30/31/110/i255/26/27/23/33/26/35/i255 /36/28/111/27/108/i255/23/27/i255/29/22/30/i255/117/111/31/23/24/108/23/112/29/23/28/27/118/i255/119/22/26/29/i255/23/24/i255/111/27/23/120/111/30/i255/26/109/28/111/29/i255/28/111/31/i255/24/30/31/116/23/112/30/24/i255/23/24/i255/29/22/26/29/i255/29/22/23/24/i255/33/26/27/108/26/29/30/i255/26/35/23/41/27/24/i255/113/23/29/22/i255/28/111/31/i255 /116/26/35/111/30/i255/24/110/24/29/30/33/i255/29/22/26/29/i255/98/104/104/i255/121/87/106/102/98/97/105/87/97/i255/98/97/105/106/98/104/89/i255/101/88/89/88/96/122/88/i255/94/123/88/i255/103/88/89/94/i255/87/102/102/87/96/94/95/97/105/94/100/i255/94/87/i255/123/88/98/104/124/i255/103/88/i255/125/96/88/88/i255/125/96/87/106/i255 /125/88/98/96/i255/98/97/101/i255/123/98/96/106/124/i255/98/97/101/i255/94/87/i255/94/123/96/105/122/88/i255/99/105/94/123/i255/98/i255/125/98/106/105/104/100/i255/99/123/87/i255/104/87/122/88/89/i255/98/97/101/i255/96/88/89/102/88/121/94/89/i255/94/123/88/106/118/i255/i255 /i255
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/i255
/i255
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/i255
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/134/28/113/30/116/30/31/126/i255/94/123/88/i255/121/95/96/96/88/97/94/i255/121/87/97/94/96/98/121/94/i255/87/97/104/100/i255/102/98/100/89/154/96/88/105/106/103/95/96/89/88/89/i255/91/88/94/89/i255/92/97/i255/93/88/88/101/i255/125/87/96/i255/149/155/147/147/124/147/147/147/i255/87/125/i255/88/156/102/88/97/89/88/144/i255 /157/123/105/89/i255/123/98/89/i255/96/88/158/95/105/96/88/101/i255/91/88/94/89/i255/92/97/i255/93/88/88/101/i255/94/87/i255/105/97/122/88/89/94/i255/106/87/96/88/i255/94/123/98/97/i255/149/159/147/147/124/147/147/147/i255/87/125/i255/105/94/89/i255/87/99/97/124/i255/102/96/105/122/98/94/88/i255/125/95/97/101/89/i255/94/87/i255 Item 13
Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
54 Packet Pg. 371 of 461

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/58/59/60/97/10/i255/100/11/3/6/i255/102/11/8/6/i255/2/18/i255/122/123/124/i255 Item 13
Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
55 Packet Pg. 372 of 461

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/i255
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Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
56 Packet Pg. 373 of 461

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Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
57 Packet Pg. 374 of 461

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Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
58 Packet Pg. 375 of 461

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Item 13
Attachment B - Pets in
Need Response to Council
Questions March 27,
2023

Item 13: Staff Report
Pg.
59 Packet Pg. 376 of 461

Term Sheet
for
Revised Professional Services Agreement
between Pets in Need (PIN) and City of Palo Alto (City) (Agreement)
Dated, March 16, May 31, 2023
This Term Sheet sets forth certain mutually agreed business terms that shall be included in any revised Agreement the parties may elect to enter into. This Term Sheet is binding on the parties.

However, it does not create any obligation whatsoever on the part of either party to enter into any revised Agreement.

Term:

A. Five years with ability to mutually extend an additional five years.

Improvements to Premises:

B. City will allocate $2,500,000 in one lump sum in Fiscal Year 2024 for the shelter capital improvements to be specified in the Agreement. If these funds are unspent in Fiscal Year 2024, the balance will be reappropriated to the same project in the Fiscal Year 2025 capital budget, subject to City Council approval. PIN will pay for all costs more than $2,500,000, contingent on agreement of the parties with respect to ownership of each such improvements. The following conditions apply:
•Final budget is subject to City Council approval.
•City and PIN will agree on a prioritized project list within 60 days after the Agreement is executed.
•City will manage all phases of capital improvement projects to include planning, design, and construction, with input from PIN.

C. Improvements will be prioritized in the following order:
•New cat and small animal area
•Additional dog kennel improvements
•Retrofit of medical suite to accommodate recovery of large animals C.D. PIN may undertake additional capital improvements not specified in the Agreement at its own cost with City review and approval. PIN will comply with all public agency and other legal requirements for capital projects, including prevailing wage laws.

D.E. If PIN is no longer the City’s operator of the Palo Alto Animal Shelter, any improvements funded by PIN that are not attached to an existing building, and that can be easily removed will be the property of PIN. Building or room additions, stand-alone buildings and other permanent fixtures will remain the property of the City.

Compensation:

E.F.Annual compensation to PIN will start at $1.37M for Year 1 and increase annually at a minimum of the CPI cost-of-living increase for each year.

Item 13
Attachment C - Proposed
Term Sheet between Pets
in Need and City of Palo
Alto for a new Five-year
Agreement, Revised May
31, 2023

Item 13: Staff Report
Pg.
60 Packet Pg. 377 of 461

F.G. City will cover all costs of delivering any additional services City requires of PIN above and beyond the original 2019 Agreement (such as additional spay neuter requirements).

H. PIN may also provide additional services not specified in the new Agreement at its own expense. Services must comply with all applicable laws and City policies. PIN will notify City staff 14 days before providing such services.

I. In addition to the monthly fee due to Consultant under the new Agreement, City shall pay to Consultant the difference between the monthly fee (1) specified for Year 5 in Exhibit B of the 2019 Agreement and (2) the monthly fee specified for Year 1 in the new Agreement, effective date of the new Agreement to June 1, 2023. By way of example only, if the Agreement is effective October 1, 2023, City shall pay to Consultant the difference between the new monthly fee and the amounts due under the 2019 Agreement for the months of June, July, August, and September 2023. Based on the current compensation proposed in this term sheet, the monthly additional expense is $55, 535.

Scope of Services:

PIN will provide the services specified in the current Agreement, with the following modifications:

G.J.Spay/neuter. PIN will provide low-cost, high-quality spay/neuter services to dogs and cats to the best of its ability, prioritizing residents of Palo Alto, Los Altos, and Los Altos Hills.

H.K.After-hours emergency vet care. For animals on stray hold, Palo Alto will pay for any after-hours emergency vet services.

I.L.Cruelty investigations. PIN will provide veterinary care, including appropriate medical records, for live animals that are impounded as part of cruelty investigations. However, PIN will not have an obligation to provide additional services related to cruelty investigations, including after-hours emergency veterinary care, post-mortem examinations of animals that are deceased upon arrival at PIN, and off-site crime scene investigations, but may do so in its sole discretion.

City and PIN agree to the following:

J.M.Trap/Neuter/Return Program Feral Cat Policy. Both parties will work together to develop a humane feral cat program reflective of municipal best practices.implement a Trap/Neuter/Return program that the community will support, and which will humanely reduce the feral cat population in the community.

N.Animal Welfare. PIN and Palo Alto will review animal welfare policies to ensure all policies are up-to-date and in line with shelter best practices.

K.O.Animal Shelter Software. PIN is at liberty to acquire, at its own cost, new shelter management software that best meets its needs. The City will work with PIN to identify the minimum viable data that PIN will be required to add to the current, shared software system Chameleon upon PIN animal intake.

Item 13
Attachment C - Proposed
Term Sheet between Pets
in Need and City of Palo
Alto for a new Five-year
Agreement, Revised May
31, 2023

Item 13: Staff Report
Pg.
61 Packet Pg. 378 of 461

L.P.Existing City Policy. Pets in Need will comply with all applicable municipal and other laws, and with the City’s shelter policies attached as Exhibit A. City approves PIN’s shelter policies attached as Exhibit B. If either PIN or the City has an interest in revising or creating a new policy set forth on Exhibit A or B, it will notify the other party in writing.

Notices from PIN will be addressed to the Supervising Animal Control Officer. The Supervising Animal Control Officer will advise the PIN Executive Director in writing within five (5) business days whether review and approval are deemed necessary. Review and approval will be deemed necessary only if the proposed revision will result in (a) a change to the terms of the Services Agreement, or (b) a material change in the level of risk to the City, in services to residents of Palo Alto and/or the contract cities, or in roles and duties of City staff.

Notices from the City will be addressed to the PIN Executive Director CEO, who will advise the City in writing within five (5) business days whether review and approval are deemed necessary. Review and approval will be deemed necessary only if the proposed revision or addition will result in (a) a change to the terms of the Agreement or the cost to PIN of performance of the Agreement, or (b) a material change in the level of risk to PIN, in services to residents of Palo Alto and/or the contract cities, or in roles and duties of PIN staff.

In either case, if the response is not an approval, the parties will meet within five (5) business days of receipt of the response and attempt in good faith to reach an agreement. The subject policy may be revised only upon the written agreement of both parties.

All City and PIN policies relating to the operation of the Palo Alto Animal Shelter will be kept in a shared online folder and be accessible to all PIN and City staff.

M.Q.Corrective Action Plan. The City and Pets in Need agree to work in good faith to meet the obligations described in the Scope of Services and Capital Improvements sections of the Agreement. If either party determines that it will not meet a due date or will fail to deliver a service, it will promptly send a written corrective action plan to the other party. The corrective action plan will include the following information:
•Task that will not be met.
•Justification for failure to complete task
•Plan to correct including timeline to reach full compliance •Weekly progress updates to Project Manager (of either the City or PIN) If the timeline to reach full compliance is not acceptable to the other party, or if compliance has not been met by the due date identified in the corrective action plan, the parties will meet and confer to determine next steps.

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Attachment C - Proposed
Term Sheet between Pets
in Need and City of Palo
Alto for a new Five-year
Agreement, Revised May
31, 2023

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Force Majeure
N.R. Standard Force Majeure provision to be added, including epidemics and quarantines.

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Attachment C - Proposed
Term Sheet between Pets
in Need and City of Palo
Alto for a new Five-year
Agreement, Revised May
31, 2023

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Animal Shelter Options
Pets In Need (Proposed) In-House New RFP
Shelter Operation Cost
Shelter Operations Cost $1.37M/Year $1.45M/Year TBD
Capital Improvements $2.5M One time Unidentified at this time Unidentified at this time Interim Compensation $55k/Month Beginning June 1,2023 $0 $0 Services
Hours Open to the Public 82 hours biweekly
M-F 12:30PM-6PM, Sat 10AM-6PM,
Sun 12:30-6PM
80 hours biweekly
M-F 8AM-5PM, 9/80 closed
TBD
Impounds/Intakes No cap No cap TBD
Spay/Neuter 60 surgeries, dogs + cats only 150 surgeries, all pets TBD Vaccines Clinics Weekly Weekly TBD
After Hours Vet Care At cost At cost TBD
Cruelty Investigations Not in Scope, $10K year Performed in-house TBD Necropsies Not in Scope Performed in-house TBD
Feral Cats Implement City policy Implement City policy TBD Revenue
Shelter Services Revenue Licensing revenue to City of $180K $400K (including licensing) No revenue to City Licensing Admin Cost $40K additional cost to City Included in shelter operations cost
Implementation Strategy
Implementation Immediately upon contract
agreement
6 months to 1 year, dependent
on staff hiring
1-1.5 years
Considerations
-Operational costs slightly lower
-Capacity to leverage donations and
networks
-City oversight limited to contract
management
-Liability on PIN
-No pension costs
-City controls shelter policies and
services
-City controls veterinarian time
and focus (surgeries, clinics)
-Consistent shelter hours for
public access
-Consistent vaccine clinic services
-Priority services to Palo Alto
residents and contract cities
-Possibility of finding a shelter
operator with mission
compatibility
-Possibility of no shelter option
results in surplus land
-No liability
-No pension costs
-Shelter and animal welfare policies
are a collaboration
-Costly investment in shelter
infrastructure improvements
-Services focused regionally
-Incurred liability on shelter
operation
-Long-term pension costs from
new positions
-Possible loss of animal shelter in
Palo Alto
-Loss of control on animal shelter
and welfare policy decisions
-No revenue to the City
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Attachment D - Comparison of
Shelter Operating Models

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Animal Shelter Org Chart
New Positions:
7 FTE and 2 Hourly
Assistant
Director
(10%)
Animal Control
AC Officer
(3 FTE)
Animal Care
Kennel
Attendant
(1 FTE)
Kennel
Attendant
(2 Hourly)
Medical Care
Veterinarian
(1 FTE)
Vet Tech
(2 FTE)
Admin Support
Admin Assoc
(2 FTE)
Superintendent
(1 FTE)
New Position Existing
Position
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Attachment E - Organizational Chart
for In-House Model for Shelter
Operations

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City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: City Manager
Meeting Date: June 12, 2023
Report #:2304-1267
TITLE
Approval of Homekey Lease Agreement with LifeMoves for use of 1237 San Antonio Road for a term of nine years and Revenue Agreement with Santa Clara County to enable the County to execute an operating agreement with LifeMoves for interim housing operations

RECOMMENDATION
Staff recommends that the City Council review and approve the following:

1. Approve and authorize the City Manager or their designee to execute the attached Lease Agreement by and between the City of Palo Alto (City) as landlord and LifeMoves as tenant (“Lease Agreement”) for the use of 1237 San Antonio Road for a term of 9 years in the amount of $9 (which equates to $1 per year); and

2. Approve and authorize the City Manager or their designee to execute the attached Revenue Agreement with the County of Santa Clara (County), authorizing the City to provide funding in the amount of $7,000,000 over seven years to enable the County to execute an operating agreement with LifeMoves for interim housing operations.

EXECUTIVE SUMMARY
Approval of the Lease Agreement and Revenue Agreement will allow construction to begin on the Palo Alto Homekey Project (Project), a modular interim housing facility, with on-site support services. The Project will have 88 units whose door configuration equates to 108 units1 per the HCD definition. The Lease Agreement will allow LifeMoves to construct improvements (i.e., interim housing and related infrastructure) and to occupy the site with the built improvements in order to operate the facility and support services for seven years. The total 1 The California Department of Housing and Community Development (HCD) defines a unit as a room with an external facing door and it differs from the California Building Code. For the Palo Alto Homekey project, the 108 units include 84 single-bedrooms, 20 two-bedrooms, and 4 three-bedrooms. Through this staff report and associated lease and revenue agreements, the 108 “unit” reference is following the HCD definition.

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lease term is 9 years which includes construction time and the 7 years of operations. LifeMoves will be responsible to:
•Receive State grant funds and manage the associated reporting and auditing requirements,
•Manage site construction,
•After construction, to effectively manage the site operations and meet County and City performance requirements,
•Perform regular site maintenance and participate in regular site inspections, and •Report back to City Council on progress and outcomes on a regular basis.

The Revenue Agreement will allow the County to manage pass-through funding from the City for interim housing and support services operations for seven years. In turn, the County, with its in-house expertise managing unhoused services providers, will enter a Service Agreement with LifeMoves to operate the interim housing and support services at 1237 San Antonio Road, the Palo Alto Homekey site. The Revenue Agreement includes performance measures and reporting requirements for operations.

Approval of the lease agreement reflects acceptance of the conceptual design plans and architectural elements.

Lastly, this report provides information about the capital funding needs for this project. As identified in a March 2023 Information Report to Council,2 the Project had a $6.0 million capital funding gap which has been pledged to be filled by $2.0 million from the City in the FY 2024 proposed Capital Improvement Program (CIP) budget and $4 million from Santa Clara County (LifeMoves pledged $2 million as well). In addition to the City’s contribution to closing the capital funding gap, $2.5 million in the Tier 2 budget discussion accounts for other additional costs such as permitting fees (approximately $0.5 million) and to add back elements removed from the Project scope (approximately $2.0 million) as cost saving measures.

BACKGROUND
Homekey is a State of California Department of Housing and Community Development (HCD) funding program to develop new and convert existing property to permanent or interim housing for unhoused people and people at risk of being unhoused. This program began in response to the COVID-19 pandemic. The intent was to quickly house people experiencing (or at risk of) homelessness, because of their increased impact or medical risk from COVID-19.

To get people housed quickly, Homekey provides many exemptions and requires meeting rapid deadlines. The City, in partnership with LifeMoves, applied for Homekey funding in 2021 for a modular interim housing facility with on-site support services and received its award in August 2022. The neighboring City of Mountain View partnered with LifeMoves in 2020 on similar 2 March 2023 Information Report, https://cityofpaloalto.primegov.com/Portal/viewer?id=1233&type=0.

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Homekey-funded modular interim housing. The Mountain View project, owned and operated by LifeMoves, opened during the Covid-19 pandemic. It moved 82 people off the streets within the first six weeks of opening and has served approximately 400 clients during its less-than-two years of operation. The Palo Alto Project has the advantage of learning from Mountain View and has incorporated improvements into the Palo Alto Homekey site, such as including en suite (rather than communal) restrooms. In addition, Santa Clara Housing Authority is assisting the City with overall review of construction financing, budget and schedule and will be assisting with monitoring all phases of construction (see Attachment D). Post-construction, the Housing Authority will provide review and feedback of financial reports and budgets related to property operations asset management, as well as conduct site visits and unit inspections in regular reviews of operations and adequacy of maintenance.

In November 2022, the City and LifeMoves re-examined the project scope in response to significant cost increases related to economic uncertainty, high inflation, and supply chain issues. LifeMoves hired a new construction firm, Devcon, in December 2022. The change in construction firms led to identified cost savings but also affected the construction schedule as the project team developed modified plans. Proposed cost savings included moving the fire loop road and creating two separate entrances into the site (one for GreenWaste, one for Palo Alto Homekey) and setting buildings back from San Antonio Road to avoid impacting an existing gas line. The full project timeline is available in the information staff report shared on March 27, 2023 (https://cityofpaloalto.primegov.com/Portal/viewer?id=1233&type=0).

Numerous state laws, including but not limited to AB 140 (2021) and AB 2553 (2020) have exempted emergency shelter projects, and specifically Homekey-funded projects, from the requirements of the California Environmental Quality Act. Additionally, Homekey-funded projects are automatically deemed consistent with all local planning and zoning requirements and no discretionary approvals can be required (Health and Safety Code section 50675.1.3).

Therefore, site and design review is not required; under State law the project must be ministerially approved. Since the City is leasing the land for this Project, City Council decided that, though not required, the Project would be heard by the Architectural Review Board (ARB).

Discussion of the project elements requested by ARB, as well as descriptions of what elements are and are not included in current Project design are found in the Fiscal Impact section.

ANALYSIS
Many of the project elements requested by the ARB at its July 21, 2022 meeting were subsequently included in Project design, through conversation and creative problem-solving between City staff, LifeMoves, and Devcon. Positive changes incorporated from ARB feedback include increased landscaping around both the perimeter and interior of the site, a more weather-resistant material for the decking between modules, and a better, protected, location for the playground. Decorative paving and planter boxes have also been added, though the durability/maintenance of the colored asphalt coating has not been evaluated.

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There are several Project elements suggested by the ARB that LifeMoves and Devcon were unable to accommodate within the Project budget. These are described in the fiscal impact section.

Lease Agreement
As referenced above, approval of the lease agreement reflects acceptance of the conceptual design plans and architectural elements. City staff and LifeMoves have corresponded regularly to draft a legal document formalizing the relationship between the parties. The resulting document is a Lease Agreement (Attachment B) by and between the City as landlord and LifeMoves as tenant at 1237 San Antonio Road (Palo Alto Homekey site). The below table provides a summary of the Lease Agreement key terms.

Lease Provision Summary of Key Terms

1. PREMISES 1237 San Antonio Road; LifeMoves will lease 1.36 acres of Area C3. •For portions of the property outside of the premises, City will have the right to make changes including to any
common and landscaped areas.

2. TERM 9 years, commencing upon mutual execution of the lease.

3. RENT $1 per year.

4. SECURITY DEPOSIT $9 security deposit.

5. USE OF PROPERTY The Premises shall be used and occupied only for construction and operation of the Project. The initial period of construction for the Project shall not extend beyond February 2025.

7. UTILITIES AND

OPERATING EXPENSES
LifeMoves is responsible for all charges for utilities supplied to the Premises during the Lease Term.

9. MAINTENANCE LifeMoves is responsible for all maintenance costs and repair, with a budget of $160,000 to be adjusted annually by the local consumer price index. Both parties will meet and confer to determine cost allocation should maintenance costs exceed budgeted amount in any given year. If costs are below budgeted amount in any given year, remaining budget will carry over to expand the following year’s maintenance budget.
•Costs may include but are not limited to landscaping,
janitorial service, and all aspects of improvements (e.g., roofs, foundations, exterior walls/doors/windows,
plumbing/pipes/conduits, and all heating and air
conditioning units.
3 1237 San Antonio Road, known as the former LATP (Los Altos Treatment Plant) site, comprises three areas: A, B, and C. Area C is shown on Exhibit A to the Lease Agreement.

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10. CONSTRUCTION

AND OWNERSHIP OF

THE IMPROVEMENTS
During the Lease Term, improvements shall be property of LifeMoves; upon termination of Lease all improvements shall be property of the City provided they are in good and habitable condition.

Revenue Agreement
City and County staff have met regularly to discuss a Revenue Agreement (Attachment C) for $7 million of pass-through funding for Palo Alto Homekey operations for an initial term of seven (7) years, subject to approval by the Board of Supervisors. This step aligns with the City’s Letter of Intent signed by LifeMoves, the City, the County, and the Santa Clara County Housing Authority (see Attachment D). The County is committed to scheduling the Revenue Agreement for the Board of Supervisors’ consideration, following review and approval by the County Administration and Office of the County Counsel, no later than 60 days after the City of Palo Alto approves the Revenue Agreement. The County will also continue discussions with the City of Palo Alto and LifeMoves regarding a Service Agreement for LifeMoves to operate Palo Alto Homekey. The below table provides a summary of the Revenue Agreement key terms.

The Revenue Agreement sets performance expectations for Palo Alto Homekey based on data collected by the County. These performance expectations will be added to the Operating Agreement between the County and LifeMoves and will factor into how the Palo Alto Homekey site is run. Key performance expectations are shown in Exhibit A, section 5, in the chart below.

LifeMoves has been providing these types of services for many years and some of their statistics and program features are included on Attachment E, LifeMoves Overview and Programs.

Agreement Section Summary of Key Terms

1. TERM January 1, 2025 through June 30, 2032.

2. ROLES AND
RESPONSIBILITIES4
• City will designate a Program Manager to act as a liaison with the County, assist in program development and
improvement to meet goals, and review and process
invoices and disburse funds to the County. City will
reimburse the County on a quarterly basis for expenses
associated with the Agreement for total maximum
amount of $7,000,000 ($1,000,000 annually for each
operational year).
•County will designate a Program Manager to serve as a
liaison with the City, lead program development and
4 These roles and responsibilities are related to County management of an Operating Agreement with LifeMoves for interim housing operations and support services at 1237 San Antonio Road.

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improvement to meet goals, and lead coordination with
stakeholders. County will provide or subcontract Program services.
•Both parties will together establish success and outcome measures, meet regularly to discuss performance and
progress, and jointly monitor Program expenses and
outcomes.

EXHIBIT A: PROGRAM SPECIFICS

1. Program Description “Program” is Palo Alto Homekey, a modular interim housing facility with onsite support services, which will provide privacy, security, mental health support, recovery programs, employment services, financial literacy, and programs for children. The facility includes nightly sleeping
accommodations, meals, en suite bathrooms, showers,
laundry services, internet access, and other basic need services. Case management services are provided to all
clients, focused to support housing placement and long-term housing retention.

2. Target Population Unsheltered homeless households, with preference given to households who reside in or have a connection to the City.

3. Number of Households Single units are intended to serve individuals and family units are intended to serve families with the average family size being a family of 3. The Project will have 88 units whose door configuration equates to 108 units5 per the HCD definition.

4. Program Funding Amount $7,000,000 ($1,000,000 annually)

5. Reporting Requirements County will provide quarterly reports to the City that include information on:
•Number of clients served (total and City-connected),
•Exit destinations (total and City-connected, number per period by exit category),
•Enrollments of City-connected clients (total and new
enrollments),
•Average time in shelter, and
•Returns to homelessness (within 12 months and within 2 years).6
5 The California Department of Housing and Community Development (HCD) defines a unit as a room with an external facing door and it differs from the California Building Code. For the Palo Alto Homekey project, the 108 units include 84 single-bedrooms, 20 two-bedrooms, and 4 three-bedrooms. Through this staff report and associated lease and revenue agreements, the 108 “unit” reference is following the HCD definition. 6 Data on returns to homelessness will be provided as it becomes available (e.g.,12 months after initial client exits).

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Palo Alto staff also reached out to the City of Mountain View to learn more about what they are seeing at the Mountain View Homekey site and the impact it has had in their community. Staff will share the information when it is received by staff.

FISCAL/RESOURCE IMPACT
In August 2022, the City of Palo Alto and LifeMoves were awarded $26.6 million in Homekey funds from HCD; which, combined with City and Santa Clara County funding, generous local donations (including from Sobrato Philanthropies), and the dedication of over an acre of land, met the capital and operating needs as understood at that time.

Part of the City’s funding contribution includes a pledge to support operations with $7 million, distributed at a rate of $1 million annually for seven years. Other resources include the City land as well as the significant staff time dedicated to this project to date from both the City and LifeMoves. LifeMoves secured contractors to perform design and other relevant work to keep this project moving. The City funded studies and reports to ensure the site is in a condition to build upon (e.g., Phase I, Phase II, and soil studies and reports).

The funding sources are shown in the chart below.
$21,732,228
$5,000,000
$500,000$2,000,000
$2,000,000
$2,500,000
$2,000,000
$2,000,000
$-
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
$30,000,000
$35,000,000
$40,000,000
County Additional Gap Fill
County Gap Fill
City Proposed FY 2024 Tier 2
LifeMoves Pledge
City of Palo Alto CIP Gap Fill
Various Private Funders*
Sobrato Philanthropies
Homekey Award - Capital
Current Projections:

Funding Sources
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Capital Gap
As identified in a March 2023 Information Report to Council,7 the Project had a $6.0 million capital funding gap. The City has included $2.0 million in the Capital Improvement Program (CIP) as the City contribution to the funding gap. LifeMoves and Santa Clara County also both committed funding to close the capital funding gap as shown in the charts above. In addition to the City’s contribution to closing the capital funding gap, staff included an additional up to $2.5 million in the Tier 2 budget discussion to account for other additional costs such as permitting fees (approximately $0.5 million) and elements removed from the Project scope (approximately $2.0 million) as cost saving measures. Separate from these are several Project elements suggested by the ARB that LifeMoves and Devcon were unable to accommodate within the Project budget. The full list of elements removed from the Project scope are below:
• The ARB was unsure about the durability of the proposed wood siding and therefore asked for a sealant to be applied, or use of another material be considered such as Hardie board, particularly due to the project location near the Baylands (salt water). • The proposed fence is a standard black metal fence with vertical pickets and a closed frame design. ARB recommended considering a more decorative fence pattern, particularly facing the street, and visually separating the site from the GreenWaste sorting operation (located at the rear of the site). Pre-made decorative metal panels could be a cost-effective way to achieve this.
• The ARB recommended incorporating operable windows for fresh air and natural ventilation, but due to operational concerns for LifeMoves, this was not factored into the design.

In addition to the ARB feedback, City staff reviewed the project and asked for the following items to be considered that are also unable to be accommodated within the Project budget:
• Additional parking: It has not been proven that the proposed 23 parking spaces and 8 bicycle spaces is sufficient for Homekey staff and clients. This may result in off-site parking impacts along San Antonio Road and potentially to surrounding sites, such as the trailhead parking lot. The interim housing use does not have a parking requirement determined in the Zoning Code (PAMC 18.52.040). For comparison, the Homekey project in the City of Mountain View has 19 spaces for 100 units. For typical residential uses, the City would require 112 parking spaces and 88 long-term bike spaces, but this project does not match the typical residential use standards. This project location is mainly served by the Mountain View shuttle and Palo Alto Link public transportation. Understanding that there are no set requirements for this type of use, City staff has asked if a demand analysis could be prepared. But given timing 7 March 2023 Information Report, https://cityofpaloalto.primegov.com/Portal/viewer?id=1233&type=0.

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and budget, and atypical nature of this type of analysis for this type of project, the analysis was not able to be done for this Project.
• Shade Sails. These were eliminated from the project for more cost-effective options in the short term.
• Green Building Standards: Under AB 140’s ”deemed consistent” rule, the Project will only be designed to comply with the 2022 Green Building Standards CALGreen mandatory requirements, not the local requirements outlined in Palo Alto Municipal Code (PAMC) 16.14.

Therefore, the Project will not be designed to this list of CALGreen Tier 2 requirements:
oIrrigation metering device,
oWater reuse,
oEnergy STAR profile manager,
oEnergy and water performance reviews,
oEnhanced indoor air quality,
oAdditional electrical vehicle charging stations,
oEnhanced construction waste reduction,
oLight pollution reduction,
oCompliance with formaldehyde limits, and
oReduction in cement use.
• Solar: One of the cost savings changes was to eliminate the solar and electric vehicle charging aspects from the site plan. Thus, Palo Alto Homekey does not currently include solar/energy storage. Given California Energy Code requirements, it is likely the Project will need to install some level of solar and/or energy storage system. The City was hopeful this project would include solar to help reduce some operating costs so the City is seeking private donors to assist with being able to add this aspect back into the project at some point. • The detached storage structure and detached trash enclosure (”Building B”), are not proposed to have fire sprinklers. While this is a local regulation, and not required by State Code, the Building and Fire Departments strongly recommend adding fire sprinklers to these structures to reduce the spread of fire.

Technically, as part of this lease approval, City Council could ask that the Project team, as a condition of lease approval, re-incorporate items removed or deferred as part of cost-savings.

However, staff recommends the City Council only consider adding items back into the project within the additional Tier 2 funding proposed and items that will not majorly affect the overall project timeline (e.g., solar/PV, fencing, and fire sprinklers for detached storage structure and detached trash enclosure). For the rest of the elements removed from the scope, the City and LifeMoves remain committed to finding donors and solutions to deferred items and will determine the best timing to add the items to the project schedule while not slowing down the rest of the project.

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Plans are provided (Attachment A) while noting this Project, like all projects funded under AB 140 (Homekey) is deemed automatically consistent with all local requirements and no discretionary approvals can be required. Moreover, as noted above, there are several aspects of the design that do not include standards that would be included in other non-exempt projects. Approval of the lease agreement reflects acceptance of the conceptual design plans and architectural elements.

Recommendation Related to City Funding Allocations
Staff recommend allocating funding as shown in the table below:

Amount Source Purpose
$2,000,000 FY 2024 Proposed Capital
Budget
Capital funding gap
$500,000 Measure K Business Tax
Revenue for Housing and
Homeless Services
Permitting fees
$2,000,000 Unspent FY 2023 Adopted
Budget (FY 2023) & FY
2024 Homekey facilities
operating funds
Reallocating the funding from operations
support to capital support to reinstate
removed project elements (e.g.,
photovoltaic [PV] system, decorative
fencing, fire sprinklers for storage structure
and garbage enclosure) into the Project
Notes: 1. The $500,000 for permitting fees is an estimate. The final amount will be calculated on a cost recovery basis related to the level of effort in reviewing and permitting the Project. 2. The $2,000,000 for reinstating removed elements is an estimate. The total amount would be determined by what elements, if any, Council chooses to reinstate and the associated cost. For some elements, like the PV system, the City may be able to find a donor or grant to offset a portion of the cost. For other elements, like the fencing, the final cost would depend on the fencing material selected (e.g., decorative wrought iron versus wood).

The Fiscal Year 2024 Proposed Capital Budget recommends funding $2.0 million in the Homekey Facilities capital project (PE-24005) for the City's contribution to the capital project funding gap and is subject to the Council’s adoption of the FY 2024 Capital Budget.8 As mentioned above, as part of the FY 2023 Adopted Budget, the City Council committed $1.0 million per year over seven years (through FY 2029) to offset a portion of annual operating expenses; however, since the project will not be complete before the end of FY 2024, no operating expenses occurred in FY 2023 and none are anticipated in FY 2024. As part of the FY 2024 Budget Hearings, the Finance Committee recommended that staff proactively recognize the $1.0 million unspent operating funds in each year (in FY 2023 and FY 2024) and transfer them to the Homekey Facilities capital project (PE-24005) for capital needs in FY 2024. The remaining $0.5 million is recommended to be offset with Measure K Business Tax Revenue for Housing and Homeless Services. To maintain the City’s commitment of $1.0 million for shelter Item 14
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operations over seven years, staff will update the next Long Range Financial Forecast to fund the total $7.0 million with $1.0 million annually in FY 2025 through FY 2031. These actions are subject to the City Council’s adoption of the FY 2024 Budget, which is currently scheduled for June 19, 2023.

With approval of the lease and revenue agreements, construction will begin in July 2023 and complete by the beginning of 2025. This project timeline reflects the fact that this Project involves more than just the placement of modular buildings on a site. This Project involves adjustments to the GreenWaste operations within the site, site grading and infrastructure improvements, and procurement of switchgear (an item currently experiencing industry-wide long lead times).

STAKEHOLDER ENGAGEMENT
Stakeholder engagement includes regular and as-need meetings between partners (e.g., LifeMoves, Office of Supportive Housing [Santa Clara County], Santa Clara County Housing Authority, GreenWaste, Google [related to easements] and the City of Mountain View). As the Project progresses, staff and LifeMoves will plan for opportunities for the public to engage. For those interested in giving to LifeMoves for this project, the donation page is www.lifemoves.org/gift.

ENVIRONMENTAL REVIEW
Projects funded by the Project Homekey program are exempt from the requirements of the California Environmental Quality Act through state laws, including but not limited to AB 140 (2021) and AB 2553 (2020). To the extent any of the actions contemplated by the City Council in relation to this project are not covered by these statutory exemptions, they are exempt pursuant to CEQA Guidelines Section 15269 as actions to mitigate an emergency related to the unhoused population in Palo Alto.

ATTACHMENTS
Attachment A: Project Plans
Attachment B: Ground Lease between LifeMoves and the City of Palo Alto Attachment C: Revenue Agreement between Santa Clara County and the City of Palo Alto Attachment D: Letter of Intent between Santa Clara County, LifeMoves, Santa Clara County Housing Authority, and the City of Palo Alto
Attachment E: LifeMoves Overview and Programs
APPROVED BY:

Ed Shikada, City Manager
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Attachment A
Project Plans
In order to reduce paper consumption, a limited number of hard copy project plans are provided to Council for their review. The same plans are available to the public, at all hours of the day, via the following online resources.

Directions to review Project plans online:

1. Go to: bit.ly/PApendingprojects

2. Enter street address “1237 San Antonio Road” and click the Search button

3. Click on the pin on the map, and scroll to click on “Tell me more about 1237 San Antonio Road”

4. On this project specific webpage you will find a link to the project plans and other important information
Direct Link to Project Webpage:
https://www.cityofpaloalto.org/Departments/Planning-Development-Services/Current- Planning/Projects/1237-San-Antonio-Road
Item 14
Attachment A - Project
Plans

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MN Revised 7-19-22

1 DRAFT

LEASE AGREEMENT

BETWEEN

CITY OF PALO ALTO
AND

LIFEMOVES

This Lease agreement (this “Lease”) is made and entered into on ____________________, by and between the City of Palo Alto, a California chartered municipal corporation (herein “City” or “Lessor”) and LifeMoves, a California non-profit corporation (herein “Lessee”). City and Lessee may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Lease.” The City Manager serves as Contract Administ rator for this Lease on behalf of the City Council.

RECITALS

A. These recitals are a substantive portion of this Lease and are incorporated herein by this reference.

B. City owns real property and improvements located at 1237 San Antonio Road, Palo Alto, Santa Clara County, California, commonly referred to as the former Los Altos Treatment Plant Site (the “Property”), as more particularly described in Exhibit A attached hereto and incorporated by this reference and commonly known as Areas A, B, and C.

C. Lessee desires to lease a portion of the Property from City, consisting of approximately

1.36 acres of Area C (the “Premises”), as shown on Exhibit B.

D. Lessee desires to construct an 88-unit emergency shelter to provide temporary housing for the unhoused, to be known as Homekey Palo Alto (the “Improvements,” and together with the Premises “Project”).

E. Upon completion of construction of the Improvements, Lessee will be the owner of the Improvements until the termination of this Lease.

F. Upon termination of this Lease, title of the Improvements will be transferred from the Lessee to the City.

G. City desires to lease the Premises to Lessee to construct the Improvements and operate the Project, and Lessee desires to lease the Premises from City, construct the Improvements and operate the Project. .

DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

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2 Now, therefore, in consideration of these recitals and the following covenants, terms, and conditions, Lessee and City mutually agree as follows:

LEASE PROVISIONS

1. PREMISES.

1.1 Creation of Lease. City hereby leases to Lessee, and Lessee hereby leases from City, the Premises for the Term subject to the terms and conditions and for the purposes set forth in this Lease. For portions of the Property outside of the Premises: City shall have the right, in City’s sole discretion, from time to time, with written notice to Lesee, to make changes to the size, shape, location, number and extent of the improvements comprising the Property, including any common and landscaped areas. In connection with the changes, City may, among other things, erect scaffolding or other necessary structures at the Property, limit or eliminate access to portions of the Property, including portions of common areas, or perform work on the Property which work may create noise, dust, or leave debris on the Property. City shall have no responsibility or for any reason be liable to Lessee for any direct or indirect injury or damages to Lessee resulting from any inconvenience or annoyance occasioned by such changes or City’s actions in connection with such changes.

1.2 Condition. Lessee hereby accepts the Premises for use in its “AS-IS” “WHERE-IS” “WITH ALL FAULTS” condition. The Parties agree to meet and confer in good faith to resolve issues related to unforeseen circumstances arising prior to or during construction of the Improvements that: (1) materially alter the propos ed scope and/or budget for the Project; and (2) are beyon d the reasonable, mutual contemplation of the Parties. Lessee shall notify City within two days of the discovery of such unforeseen circumstances. In the event the Parties are unable to reach a resolution as to how to proceed with the Project within 30 -days of commencement of discussion , either Party may terminate this Lease upon 30-days written notice. In the event of termination of this Lease in accordance with this Section after the Improvements have received a final certificate of occupancy, Lessee shall return the Premises and convey the Improvements to the City in good and habitable condition.I In the event of termination prior to issuance of a final certificate of occupancy, Lessee shall return possession of the Premises to the City and fully cooperate with the City in exhausting all available remedies, including those assurances provided pursuant to Section 10.5, to complete construction o f the Improvements and obtain a final certificate of occupancy. In the event of termination resulting from Lessee’s breach of this Lease pursuant to Section 6.3 and Section 15, or resulting from HCD’s termination of Standard Agreement No. 22-HK-17472 due to Lessee’s breach of said Agreement, Lessee shall be responsible for any costs incurred as a result of termination. Except as otherwise expressly provided in this Lease, City shall not have any obligation to make any alterations, repairs, maintenance or improvements to the Premises.

DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

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3 1.3 Compliance. Lessee is responsible for determining whether or not the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances (“Applicable Requirements”) are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be all owed. Lessee understands, acknowledges, accepts and agrees that 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 herein shall limit in any way Lessee’s obligation to obtain any required regulatory approvals from City departments, boards or commissions or other governmental regulatory authorities or limit in any way City's exercise of its police powers.

1.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by City to satisfy itself with respect to the size and condition of the Premises (including but not limited to the environmental conditions), and the suitability of the Premises for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary for the Lease of the Premises, (d) it is not relying on any representation as to the size of the Premises made by City, (e) the exact square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither City nor City's agents, have made any oral or written representations or warranties with respect to said matter s other than as set forth in this Lease.

2. TERM.

2.1 Term. The term of this Lease shall be nine (9) years (“Term”), commencing on July 1, 2023 (“Commencement Date”) and ending on June 30, 2032, unless terminated earlier pursuant to the provisions hereof.

2.2 Lessee Compliance. City shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance. Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Commencement Date.

3. RENT.

Base rent shall be $1.00 per year (“Base Rent”). Lessee shall prepay the entire amount of the Base Rent for the Term concurrently with the execution of this Lease. City and Lessee acknowledge that, except as otherwise provided to the contrary in this Lease, it is their intent and agreement that this Lease be a “triple net ” lease. As additional rent (the “Additional Rent”), Lessee shall pay and discharge when due, Lessee’s portion of the real property taxes described in Section 8, all insurance premiums, utility costs, maintenance costs and all other liabilities and obligations which the Lessee assumes or agrees to pay or undertake pursuant to this Lease. To the extent that Lessee’s share of real property taxes or other expenses cannot be charged directly to, and paid by, Lessee, but instead charged and DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

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4 paid by City, Lessee shall reimburse City as Additional Rent within 30 days from the date City delivers any invoice. Base Rent and Additional Rent are referred to collectively herein as “Rent.”

4. SECURITY DEPOSIT.

Lessee shall deposit with City upon execution hereof $1 as security for Lessee’s faithful performance of its obligations under this Lease (“Security Deposit”). If Lessee fails to pay any rental sums, including without limitation such additional rent as may be owing under any provision hereof, or otherwise defaults under this Lease, City may use, apply, or retain all or any portion of said Security Deposit for payment of any amount already due City, for rents which will be due in the future, and/or to reimbu rse or compensate City for any liability, expense, loss, or damage which City may suffer or incur by reason thereof. If City uses or applies all or any portion of the Security Deposit, Lessee shall within ten (10) days after written request therefor deposit monies with City sufficient to restore said Security Deposit to the full amount required by this Lease. If rent increases during the Term of this Lease, Lessee shall, upon written request from City, deposit additional monies with City so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased rent as the initial Security Deposit bore to the initial Base Rent. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in City’s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with City as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. City shall not be required to keep the Security Deposit separate from its general accounts.

Within 90 days after the e xpiration or termination of this Lease, City shall return the Security Deposit to the Lessee. No part of the Security Deposit shall be considered to be held in trust, to bear interest, or to be prepayment for any monies to be paid by Lessee under this Lease. The Security Deposit shall not be used by Lessee in lieu of pa yment of rent.

5. USE OF PROPERTY.

5.1 Permitted Uses. The Premises shall be used and occupied only for construction and operation of the Project, and programs or other activities associated with that use that are reasonably similar, and for no other purpose. The initial period of construction for the Project shall not extend beyond February 2025.

5.2 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted hereunder. Lessee shall not create, cause, maintain or permit any nuisance or waste in, on, or about the Premises, or permit or allow the Premises to be used for any unlawful purpose.

Lessee shall not do or permit to be done anything in any manner which unreasonably disturbs the users of the Property, the Premises or the occupants of other neighboring properties. Specifically, and without limiting the above, Lessee agrees not to cause any DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

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5 unreasonable odor, noise, vibration, power emission , or other item to emanate from the Premises. No unreasonable sign or placard shall be painted, inscribed or placed in or on the Premises; and no tree or shrub thereon shall be destroyed or removed or other w aste committed of the Premises. No bicycles, motorcycles, automobiles or other mechanical means of transportation shall be placed or stored anywhere on the Premises except in designated areas.

6. HAZARDOUS MATERIALS.

6.1 Hazardous Materials Defined. The term Hazardous Material(s) shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant, or infectious or radioactive material, including but not limited to, those substances, materials, or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of hazardous substances, hazardous waste, hazardous chemical substance or mixture, imminently hazardous chemical substance or mixture,” “toxic substances,” hazardous air pollutant, toxic pollutant or solid waste in the : (a) CERCLA or Superfund as amended by SARA, 42 U.S.C. Sec. 9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f) The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal. Hazardous Waste Control Act, Cal. Health & Safety Code Section 25100 et seq., (l) Porter-Cologne Act, Cal.

Water Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., (n) Proposition 65, Cal. Health and Safety Code Sec. 25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health & Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal. Health & Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all other substances, materials, and wastes which are, or in the future become, regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including without limitation: (i ) trichloroethylene, tetracholoethylene, perchloroethylene and other chlorinated solvents; (ii) any petroleum products or fractions thereof; (iii) asbestos, (iv) polychlorinated biphenyls; (v) flammable explosives; (vi) urea formaldehyde; and, (vii) radioactive materials and waste.

DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

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MN Revised 7-19-22

6 6.2 Compliance with Laws . The Lessee shall not permit the Premises or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials nor shall the Lessee permit the presence or release of Hazardous Materials in, on, under, about or from the Premises with the exception of materials customarily used for the construction and maintenance of the Project or for the cleaning of the Improvements, provided such materials are used, stored and disposed of in compliance with Hazardous Materials Laws.

6.3 Termination of Lease. Subject to Section 6.2, City shall have the right to terminate the Lease in City’s sole and absolute discretion in the event that: (i) any anticipated use of the Premises by Lessee involves the generation or storage, use, treatment, disposal , or release of Hazardous Material in a manner or for a purpose prohibited by any governmental agency, authority , or Hazardous Materials Laws; (ii) Lessee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises, if the contamination resulted from Lessee’s action or use of the Premises; or (iii) Lessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal , or storage of a Hazardous Material on the Premises.

6.4 Hazardous Materials Indemnity . Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect , and hold City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses , and/or expenses, including without limitation, diminution in value of the Premises, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact or marketing of the Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person, or damage to any property whatsoever (including, without limitation, groundwater, sewer systems, and atmosphere), arising from, caused, or resulting, either during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the Premises by Lessee, Lessee’s agents, employees, licensees, or invitees or at Lessee’s direction, of Hazardous Material, or by Lessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its em ployees, agents, customers, sublessees, assignees, contractors, or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term.

DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

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7 6.5 City’s Right to Perform Tests . At any time prior to the expiration of the Lease Term, City shall have the right to enter upon the Premises in order to conduct tests of water and soil.

7. UTILITIES AND OPERATING EXPENSES.

Lessee shall pay for all utilities provided to the Premises. If City is required to construct new or additional utility installations, including, without limitation, wiring, plumbing, conduits, and mains, or refuse collection materials or service, resulting from Lessee’s special requirements, and that are related to the Project, Lessee shall on demand pay to City the total cost of such items, or pay and contract for such installations directly.

8. TAXES.

8.1 Real Property Taxes Defined. The term “real property taxes” as used herein shall mean all taxes (including possessory interest taxes) , assessments, levies and other charges, general and special, foreseen and unforeseen, now or hereafter imposed by any governmental or quasi -governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against or with respect to: (i) value, occupancy, use or possession of the Premises; (ii) the Improvements, any additional improvements, fixtures, equipment and other real or personal property of Lessee that are an integral part of the Premises; or, (iii) use of the Premises, the Improvements, public utilities or energy within the Premises . The term “real property taxes” shall also mean all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the premises and/or the Improvements, new or altered excise, transaction, sales, privilege, assessment, or other taxes or charges now or hereafter imposed upon City as a result of this Lease, and a ll costs and fees (including attorneys’ fees) incurred by City in contesting any real property taxes and in negotiating with public authorities as to any real property taxe s affecting the Premises . If any real property taxes are based upon property or rents unrelated to the Premises and/or the Improvements, then only that part of such tax that is fairly allocable to the Premises and/or the Improvements, as determined by City, on the basis of the assessor’s worksheets or other available information, shall be included within the meaning of the term “real prope rty taxes.”

8.2 Payment of Real Property Taxes. Due to the non -profit nature of Lessee and the proposed use of the Premises in accordance with the HCD Standard Agreement, the parties do not anticipate that real property taxes (as defined in Section 8.1 above) will be levied as a result of this L ease. However, in the event Lessee operates the site in a manner inconsistent with the approved use under the HCD Standard Agreement, Lessee shall be responsible for payment of Lessee's share of real property taxes. Subject to the right to contest, Lessee shall be responsible for payment of Lessee’s share of all real property taxes on or before the later of : ten (10) days prior to the delinquency thereof or three (3) days DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

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8 after the date on which Lessee receives a copy of the tax bill from a taxing authority. In the event a tax bill for the Premises is provided to the City, Lessee shall, within ten (10) days after City delivers notice, reimburse City for Lessee’s share of real property taxes from Lessee’s operating budget, including any increase in real property taxes attributable to the Improvements. Lessee’s liability to pay real property taxes shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fraction or portion of a tax year included in the Term at the commencement or expiration of the Lease.

Lessee shall have the right before any delinquency occurs to contest or object to the amount or validity of any real property tax by appropriate legal proceedings, but such right shall not be deemed or construed in any way as relieving, modifying or extending Lessee’s covenant to pay any such real property taxes at the time and in the manner required by law.

Any such contest shall be conducted in accordance with and subject to the requirements of all Applicable Laws and otherwise in a manner that does not subject the City’ s title to the Property to foreclosure or forfeiture. Lessee shall indemnify, defend, and hold the City and its elected and appointed officers, officials, employees, agents and representatives (all of the foregoing, collectively the “Indemnitees”) harmless from and against all liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys’ f ees and court costs) (all of the foregoing, collectively “Claims”) arising as a result of or in connection with any such contest brought by Lessee. During any contest of real property taxes, Lessee shall (by payment of disputed sums, if necessary) prevent any advertisement of tax sale, foreclosure of, or any divesting of the City’s title, reversion or other interest in the Premises. Upon final determination of the amount or validity of any Imposition contested pursuant to this Section 8.2, Lessee shall immediately pay such real property taxes and all costs and expenses relating to such challenge.

8.3 Revenue and Taxation Code . Lessee specifically acknowledges it is familiar with section 107.6 of the California Revenue and Taxation Code . Lessee realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax, (unless exempted by County) and hereby waives any rights Lessee may have under said California Revenue and Taxation Code section 107.6.

8.4 Personal Property Taxes. Lessee shall pay before delinquent, or if requested by City, reimburse City for, any and all taxes, fees, and assessments associated with the Premises, the personal property contained in the P remises and other taxes, fees, and assessments regarding any activities which take place at the Premises. Lessee recognizes and understands in accepting this Lease that its interest therein may be subject to a possible possessory interest tax that City or County may impose on such interest and that s uch tax payment shall not reduce any rent due City hereunder and any such tax shall be the liability of and be paid by Lessee.

DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

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9 8.5 Exemption from Taxes. Lessee is a non-profit corporation and will be applying to the County for an exemption from real property taxes. City acknowledges that Lessee is a non-profit corporation and agrees to cooperate with Lessee, if needed, for Lessee’s application for a real property tax exemption.

9. MAINTENANCE.

9.1 Lessee Responsibilities. The Lessee shall operate, maintain and manage the Project, including all landscaping and any other improvements thereon in good order and repair and in neat, clean sanitary and safe condition in compliance with all local, state and federal laws, statutes and regulat ions relating to the use, occupancy or operation of the Project.

Lessee shall further perform maintenance and repair on specified off-site improvements, including sidewalks and rights of way adjacent to the Premises that are not owned by Lessee. City acknowledges that Lessee has budgeted $160,000 for Lessee’s maintenance responsibilities, which is to be adjusted annually on the anniversary of the Commencement Date by the local consumer price index. If Lessee’s annual maintenance responsibilities do not exceed $160,000, as adjusted, in any given year, the remaining maintenance budget will be added to the subsequent year’s maintenance budget. If the Lesee’s maintenance responsibilities exceed the budgeted amount in any given year, then the Parties agree to meet and confer to determine the appropriate cost allocation for the remaining maintence costs that will be assigned to either Party . Either Party may request that the issue be referred to mediation, as provided in Section 21.

Lessee shall provide janitorial service to the Project. Lessee further agrees to provide approved containers for trash and garbage and to keep the Premises free and clear of rubbish and litter. City shall have the right to enter upon and inspect the Premises at any time for cleanliness and safety, and LifeMoves shall complete any maintenance identified by the City during such inspection subject to the conditions set forth in Section 9.1 .

Notwithstanding the above provisions, Lessee shall be responsible for damage or repair to the Premises or any of its support systems resulting from Lessee’s use of the Premises and not occasioned by normal wear and tear.

9.2 Waiver of Civil Code . Lessee expressly waives the benefit of any statute now or hereinafter in effect, including the provisions of sections 1941 and 1942 of the Civil Code of California, which would otherwise afford Lessee the right to make repairs at City’s expense or to terminate this Lease because of City’s failure to keep Premises in good order, condition and repair. Lessee further agrees that if and when any repairs, alterations, additions or betterments shall be made by Lessee as required by this paragraph, Lessee shall promptly pay for all labor done or materials furnished and shall keep the P remises free and clear of any lien or encumbrance of any kind whatsoever. If Lessee fails to make any repairs or perform any maintenance work for which Lessee is responsible within a reasonable time (as determined by the City in the City’s sole discretion) after demand by the City, City shall have the right, but not the obligation, to make the repairs at Lessee’s DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

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10 expense; within ten (10) da ys from the date City delivers a bill for such repa irs, Lessee shall reimburse City, including a fifteen percent (15%) administrative overhead fee. The making of such repairs or performance of maintenance by C ity shall in no event be construed as a waiver of the duty of Lessee to make repairs or perform m aintenance as provided in this Section.

9.3 Lessee’s Capital Maintenance and Repair Obligations . Lessee, as owner of the Improvements following construction, shall maintain all aspects of the Improvements, including but not limited to : a ) roofs, foundations, and exterior walls for the Project (including all doors, and windows); (b) plumbing, pipes and conduits; and ( c) all heating and air conditioning units.

9.4 Capital Maintenance Costs. Notwithstanding Lessee’s responsibility for maintenanc e of the Premises and the Improvements , in the event the cost of a capital maintenance obligation, exclusive of insurance proceeds, exceeds $50,000, the Parties shall meet and confer in good faith to determine the level of City contribution to such costs, if any. Either Party may request that the issue be referred to mediation, as provided in Section 21.

10. CONSTRUCTION AND OWNERSHIP OF THE IMPROVEMENTS.

10. 1 Construction Standards. Design and construction of the Improvements performed by or on behalf of Lessee shall conform to the plans, specifications, construction and architectural standards approved by the City . Once the work is begun, Lessee shall with reasonable diligence prosecute all construction to completion within the time frame set forth in this Lease. All work shall be performed in a good and workmanlike manner, shall substantially comply with any plans and specifications approved by City and shall comply with all applicable governmental permits, laws, ordinances and regulations, and shall meet all other requirements contained in this Lease.

10.2 Cost of Improvements. Lessee shall pay all costs for construction done or caused to be done by Lessee on the Premises as permitted or required by this Lease , except that the City shall pay for costs related to City construction permits and inspections. Lessee shall keep the Premises free and clear of all claims and liens resulting from construc tion done by or for Lessee. Promptly after completion of construction, Lessee shall provide to the City a statement of the reasonable and actual costs of construction for the Improvements, which statement shall be certified as to accuracy and signed by Lessee under penalty of perjury.

10.3 Ownership of Improvements . All Improvements constructed, erected , or installed upon the P remises must be free and clear of all liens, claims, or liability for labor or material. During the term of this Lease, the Improvements shall be property of the Lessee.

Title to all equipment, furniture, furnishings, and trade fixtures placed by Lessee upon the Premises shall remain in Lessee. and r Replacements, substitutions and modifications DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

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11 (“Alterations”) thereof shall not be made by Lessee without City’s prior written consent, which shall not be unreasonably withheld. If, as a result of any Alterations proposed or made by Lessee, City is obligated to comply with the Americans With Disabilities Act or any other law or regulation and such compliance requires City to make any improvement or Alteration to any portion of the Property or off-site, as a condition to City’s consent, City shall have the right to require Lessee to pay to City prior to the construction of any Alteration by Lessee, the entire cost of any improvement or alteration City is obligated to complete by such law or regulation.

Upon termination of this Lease, all Improvements constructed on the Premises by Lessee shall be transferred to the City and become the property of the City , provided such Improvements are in a good and habitable condition . Lessee retains the right to retain personal property located on the Premises and to remove such personal property from the Premises.

10.4 Indemnity for Claims Arising Out of Construction . Lessee shall defend and indemnify the Indemnitees against all Claims arising out of work performed on the Premises by Lessee, together with reasonable attorneys' fees and all costs and expenses reasonably incurred by C ity in negotiat ing, settling, defending or oth erwise protecting against such Claims.

10.5 Assurance of Completion. Prior to commencement of the Improvements, Lessee shall furnish the City evidence that assures C ity that sufficient monies will be available to complete th e proposed work. The amount of such assurance shall be at least the total estimated construction cost. Evidence of such assurance shall take one of the forms set out below and shall guarantee Lessee’s full and faithful performance of all of the terms, covenants, and conditions of this Lease:

A. Completion Bond;
B. Performance, labor and material bonds, supplied by Lessee’s contractor or contractors, provided the bonds are issued jointly to Lessee and City; C. Irrevocable letter of credit from a financial institution; or D. Any combination of the above.

All bonds and letters of credit must be issued by a company qualified to do business in the State of California and be acceptable to the City. All bonds and letters of credit shall be in a form acceptable to the City, and shall insure faithful and full observance and performance by Lessee of all of the terms, conditions, covenants, and agreements relating to the construction of the improvements or alterations in accordance with this Lease.

10.6 As Built Plans. Lessee shall provide the City with a complete set of reproducible “as built plans” reflecting actual construction within or upon the Premises upon completion of DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
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12 any: (i) new construction ; (ii) structural alterations ; or, (iii) non -structural alterations costing more than $25,000.

11. HOLD HARMLESS/INDEMNIFICATION.

11.1 Indemnification. To the extent permitted by law, Lessee agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees (“Indemnitees”) against any Claim, arising during the Term and arising from or in connection with any of the following: (i) the operation or management of the Premises, (ii) any work or thing done on or in the Premises, (iii) any condition of any alteration or addition constructed by the Lessee on the Premises, (iv) any breach or default by the Lessee in the performance of any covenant or agreement to be performed by the Lessee pursuant to the terms of this Lease, (v) any recklessness, willful misconduct, or active negligence of the Lessee, or any of its agents, contractors, subcontractors, employees, or licensees, (vi) any accident, injury or damage caused to any person occurring during the Term in or on the Premises, and (vii) the furnishing of labor or materials by the Lessee or its contr actors, subcontractors, employees, or agents. Lessee shall giv e City immediate notice of any C laim hereby indemnified against. This indemnity shall be in addition to the Hazardous Materials and Construction indemnities contained in this Lease and shall survive the expiration of or early termination of the Term.

11.2 Waiver of Claims . Lessee waives any claims against City for injury to Lessee’s business or any loss of income therefrom, for damage to Lessee’s property, or for injury or death of any person in or about the Premises or the City Property, from any cause whatsoever, except to the extent caused by City’s active negligence or willful misconduct.

12. DAMAGE, DESTRUCTION AND TERMINATION.

12.1 Nontermination and Nonabatement . Except as pro vided herein, no destruction or damage to the Premises by fire, windstorm or other casualty, whether insured or uninsured, shall entitle Lessee to terminate this Lease. City and Lessee waive the provisions of any statutes which relate to termination of a lease when leased property is destroyed and agree that such event shall be governed by the terms of this Lease.

12.2 Force Majeure. Prevention, delay or stoppage due to strikes, lockouts, labor disputes, Acts of God, inability to obtain labor, inability to obtain materials or reasonable substitutes, governmental restrictions, governmental regulation, governmental controls, judicial orders, enemy or hostile governmental actions, civil commotion, fire or other casualty, health pandemic and other causes beyo nd the reasonable control of Lessee (financial inability excepted) , shall excuse the performance by Lessee for a period equal to the prevention, delay, or stoppage, except the obli gations imposed with regard to R ent to be paid by Lessee pursuant to this Lease. In the event any work performed by Lessee or Lessee’s contractors results in a strike, lockout, and/or labor dispute, the strike, lockout, DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
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13 and/or labor dispute shall not excuse the performance by Lessee of the provisions of this Lease.

12.3 Restoration of Improvements by Lessee.

12.3.1 Destruction Due to Risk Covered by Insurance . If, during the Term, the improvements on the Premises totally or partially destroyed from a risk covered by the insurance described in Section 18 (Insurance), then Lessee shall, at Lessee's expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and e ff ect.

Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are n ot sufficient to e ff ect such repair, the Parties shall meet and confer to agree on apportionment of payment to cover the shortage in proceeds as and when required to complete said repairs.

12.3.2 Destruction Due to Risk Not Covered by Insurance. If, during the Term, the improvements on the Premises totally or partially destroyed from a risk not covered by the insurance described in Section 18 (Insurance), then the Parties shall meet and confer in good faith, as provided in Section 9.4.

13. SIGNS.

Lessee shall not place , construct, maintain, or allow any signs upon the Premises without prior written consent of City.

14. ASSIGNMENT AND SUBLETTING.

14.1 City's Consent Required. Lessee shall not assign this Lease, nor any interest therein, and shall not sublet or encumber the Premises or any part thereof, nor any right or privilege appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Premises, or any portion thereof, without the prior written consent of City. This Leas e shall be binding upon any permitted assignee or successor of Lessee. Consent by City to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. No assignment, subletting, or encumbrance by Lessee shall release it from or in any way alter any of Lessee's obligations under this Lease. Lessee may have the Premises delivered to a subsidiary company of Lessee, but such arrangement shall in no way alter Lessee's responsibilities hereunder with respect to the Premises. Any assignment, subletting, encumbrances, occupation, or use contrary to the provisions of this Lease shall be void and shall constitute breach of this Lease. In the event Lessee requests the consent of City to any assignment or subletting, then Lessee shall pay City’s reasonable administrative fees (including attorneys’ fees) incurred in connection therewith. City may assign any of its rights hereunder without notice to Lessee.

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14 14.2 No Release of Lessee. No subletting or assignment as approved by City shall release Lessee of Lessee’s obligation or alter the primary liability of Lessee to pay the rent and to perform all other obligations by Lessee hereunder. The acceptance of rent by City from any other person shall not be deemed to be a waiver by City of any provision hereof. In the event of default by any assignee of Lessee or any successor of Lessee in the performance of any of the terms hereof, City may proceed directly against Lessee without the necessity of exhausting remedies against said assignee.

15. DEFAULTS; REMEDIES.

15.1 Defaults. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Lease, by Lessee:

15.1.1 Abandonment of the Premises by Lessee as defined by California Civil Code section 1951.3;

15.1.2 Failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as provided in this Lease , where such failure shall continue for a period of ten (10) business days after written notice thereof from City to Lessee. In the event City serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph;

15.1.3 Failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease in any material respect where such failure sh all continue for a period of (i) 10 days for a monetary default after written notice from the City and (ii) forty-five days (45) days after written notice thereof from City to Lessee for all other defaults ; provided, however, that if the nature of Lessee’s default is such that more than forty-five (45) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said forty-five (45) day period and thereafter diligently prosecutes su ch cure to completion;

15.1.4 Making by Lessee of any general arrangement or assignment for the benefit of creditors as an alternative to bankruptcy proceedings ; Lessee’s becoming a “debtor” as defined in 11 U.S.C. §101 or any successor statute thereto ( unless, in the case of a petition filed against Lessee, the same is dismissed within one hundred twenty (120) days); the appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease where possession is not restored to Lessee within one hundred twenty (120) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessee’s assets located at or on the Premises or DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
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15 of Lessee’s interest in this Lease, where such seizure is not discharged within one hundred twenty (120) days.

15.2 Remedies. In the event of any material default or breach by Lessee, City may at any time thereafter, following any notice required by this Lease or by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of such default or breach:

15.2.1 Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surre nder possession of the Premises . In such event, City shall be entitled to recover from Lessee all damages incurred by City by reason of Lessee’s default including but not limited to: the cost of recovering possession of the Premises; expenses of reletting, including necessary renovation and alteration of the Premises and the Improvements; and reasonable attorneys’ fees.

15.2.2 Maintain Lessee’s right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Premises. In such event, City shall be entitled to enforce all of City’s rights and remedies under this Lease, including the right to recover Rent and other payments as they become due hereunder.

15.2.3 Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. City shall have all remedies provided by law and equity.

15.3 No Relief from Forfeiture After Default . Lessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure sections 1174 and 1179, and any other present or future law, in the event Lessee is evicted or City otherwise lawfully takes possession of the Premises by reason of any default or breach of this Lease by Lessee.

15.4 Disposition of Abandoned Property . If the Lessee fails to remove any personal property belonging to Lessee from the Premises after forty-five (45) days of the expiration or termination of this Lease, such property shall at the option of City be deemed to have been transferred to City. City shall have the right to remove and to dispose of such property without liability to Lessee or to any person claiming under Lessee, and the City shall have no need to account for such property . Lessee shall be liable to City for City’s costs for storing, removing , and disposing of such property and shall indemnify and hold City harmless from the claim of any third party to an interest in such property, unless otherwise agreed to by the Parties.

16. INTEREST ON PAST-DUE OBLIGATIONS.

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16 Except as expressly provided herein, any amount due City when not paid when due shall bear interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law from the date that written notice of the delinquent payment is provided by City.

17. HOLDING OVER.

If Lessee remains in possession of the Premises or any part thereof after the expiration of the Term hereof subject to any amendment to the Lease , such occupancy shall be a tenancy from month to month with all the obligations of this Lease applicable to Lessee and Base Rent payable at a monthly rate equal to the then market rate as determined by City to be increased annually by the greater of 3% or the local consumer price index . Nothing contained in this Lease shall give to Lessee the right to occupy the Premises after the expiration of the Term, or upon an earlier termination for breach.

18. CITY’S ACCESS.

City and City’s agents shall have the right to enter the Premises at reasonable times, upon not less than twenty-four (24) hours prior telephonic or written (including email) notice to Lessee (except in the case of any emergency, where no advance notice shall be required) , for the purpose of inspecting same, showing same to prospective purchasers, lenders or lessees, and making such alterations, repairs, improvements, or additions to the Premises as City may deem necessary. For purposes of this section 18, “emergency” shall include , but is not limited to, public health and safety concerns, or declared states of emergency that impact the Premises or the uses thereon. City may at any time place on or about the Premises any “For Sale” or “For Lease” signs, all without rebate of rent or liability to Lessee.

19. INSURANCE.

Lessee's responsibility for the Premises begins immediately upon delivery and Lessee, at its sole cost and expense, and at no cost to City, shall purchase and maintain in full force and effect during the entire Term of this Lease insurance coverage in amounts and in a form acceptable to City as set forth in Exhibit C attached hereto and incorporated herein by reference. Said policies shall be maintained with respect to Lessee’s employees, if any, and all vehicles operated on the Premises.

The policies shall include the required endorsements, ce rtificates of insurance and coverage verifications as described in Exhibit C.

Lessee shall deposit with the City, on or before the effective date of this Lease, certificates of insurance necessary to satisfy City that the insurance provisions of this Lease have been complied with, and to keep such insurance in effect and the certificates therefore on deposit with City during the entire Term of this Lease. Should Lessee not provide evidence of such required coverage at least three (3) days prior to the exp iration of any existing insurance coverage, City may purchase such insurance, on behalf of and at the expense of Lessee to provide six months of coverage.

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17 City shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If, in the opinion of the C ity’s Risk Manager (or comparable official), the insurance provisions in this Lease do not provide adequate protection for City and for members of the public using the P remises as defined in Exhibit B , the City ma y require Lessee to obtain insurance sufficient in coverage, form, and amount to provide adequate protection as determined by the Risk Manager. C ity's requirements shall be reasonable and shall be designed to assure protection from and against the kind and extent of risk that exists at the time a change in insurance is required.

The City shall notify Lessee in writing of reasonable changes in the insurance requirements. If Lessee does not deposit copies of acceptable insurance policies with C ity incorporating such changes within sixty (60) days after City’s delivery of such notice, or in the event Lessee fails to maintain in effect any required insurance coverage, Lessee shall be in default under this Lease without further notice to Lessee. Such failure shall constitute a material breach and shall be grounds for immediate termination of this Lease at the option of City.

The procuring of such required policy or policies of insurance shall not be construed to limit Lessee’s liability hereunder nor to fulfi ll the indemnification provision and requirements of this Lease. Notwithstanding the policy or policies of insurance, Lessee shall be obligated for the full and total amount of any damage, injury, or loss caused by or connected with this Lease or with use or occupancy of the Premises.

20. RESERVATION OF AVIGATIONAL EASEMENT.

City hereby reserves for the use and benefits of the public, a right of avigation over the Premises for the passage of aircraft landing at, taking off, or operating from the adjacent airport operated by the City of Palo Alto. Lessee releases the City from all liability for noise, vibration, and any other related nuisance.

21. DISPUTE RESOLUTION.

21.1 Unless otherwise mutually agreed to, any controversies between Lessee and City regarding the construction or application of this Lease, and claims arising out of this Lease or its breach shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

21.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Lease.

21.3 The costs of mediation shall be borne by the Parties equally.

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18 21.4 Mediation under this section is a condition precedent to filing an action in any court.

In the event of litigation arising out of any dispute related to this Lease, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit, regardless of the outcome of the litigation.

22. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of City or Lessee shall be personally liable for any default or liability under this Lease.

23. NON-DISCRIMINATION

23.1 Non-discrimination in Lease Activities. Lessee agrees that in the performance of this Lease and in connection with all of the activities Lessee conducts on the Premises, it shall not discriminate against any employee or person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Lessee acknowledges that is familiar with the provisions set forth in Section 2.30.510 of the Palo Alto Municipal Code relating to nond iscrimination in employment and Section 9.73 of the Palo Alto Municipal Code relating to City policy against arbitrary discrimination.

23.2 Human Rights Policy. In connection with all activities that are conducted upon the Premises, Lessee agrees to accept and enforce the statements of policy set forth in Section 9.73.010 which provides: “It is the policy of the City of Palo Alto to affirm, support and protect the human rights of every person within its jurisdiction. These rights include, but are not lim ited to, equal economic, political, and educational opportunity; equal accommodations in all business establishments in the city; and equal service and protection by all public agencies of the city.”

24. ACCESSIBLITY; AMERICANS WITH DISABILITIES ACT.

The Premises have not undergone an inspection by a Certified Access Specialist (CASp). Note:
“A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”

Since compliance with the Americans with Disabilities Act (ADA) and other state and local accessibility statutes are dependent upon Lessee’s specific use of the Premises, Lessor makes no DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
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19 warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee’s use of the Premises requires modifications or additions to the Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or additions at Lessee’s expense.

25. CONFLICT OF INTEREST.

Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Lease. Lessee warrants and covenants that no official or employee of City nor any business entity in which any official or employee of City is interested: (1) has been employed or retained to solicit or aid in the procuring of this Lease ; or (2) will be employed in the performance of this Lease without the divulgence of such fact to C ity. In the event that C ity determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of City, Lessee upon request of City shall immediately terminate such employment. Viol ation of this provision constitutes a serious breach of this Lease and City may terminate this Lease as a result of such violation.

26. MEMORANDUM OF LEASE.

Following execution of this Lease, either party, at its sole expense, shall be entitled to record a Memorandum of Lease in the official records of Santa Clara County. In the event such document is recorded, u pon termination or expiration of this Lease, Lessee shall execute and record a quitclaim deed as to its leasehold interest.

27. ESTOPPEL CERTIFICATE.

Lessee shall, from time to time, upon at least thirty (30) days prior written notice from City, execute, acknowledge and deliver to City a statement in writing: (i) certifying this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the modification and certifying that the Lease, as modified, is in full force and effect, and the date to which the rental and other charges, if any, have been paid; (ii) acknowledging that there are not to Lessee’s knowledge, any defaults, or stating if any defaults are claimed, any statement may be relied upon by any prospective purchaser or encumbrancer of the City Property ; and (iii) such additional information, confirmation, and/or statements as may be reasonably requested by the City.

28. LIENS.

Lessee agrees at its sole cost and expense to keep the Premises free and clear of any and all claims, levies, liens, encumbrances or attachments.

29. NOTICES.

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20 All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Palo Alto
Attention: Real Property Manager
250 Hamilton Avenue
Palo Alto, CA 94301

With a copy to: [email protected]

And to Lessee addressed as follows:

LifeMoves
Attention: Paul Simpson
181 Constitution Drive
Menlo Park, CA 94025
[email protected]

Notices may be served upon either Party in person, by first class mail, or by certified mail whether or not said mailing is accepted by addressee. These addresses shall be used for service of process.

Nothing contained herein shall be construed to limit City’s right to serve any notice to pay rent or quit or similar notice by any method permitted by applicable law, and any such notice shall be effective if served in accordance with any method permitted by applicable law whether or not the requirements of this Lease have been met.

30. TIME.

Time shall be of the essence in the performance of this Lease.

31. AMENDMENTS.

It is mutually agreed that no oral Leases have been entered into and that no alteration or variation of the terms of this Lease shall be valid unless made in writing and signed by the Parties to this Lease.

32. SIGNING AUTHORITY.

Each Party represents and warrants on its own behalf that the individual executing this Lease on behalf of such Party that he or she is duly authorized to execute and deliver this Lease on its behalf.

Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority. This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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21 33. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

34. SURRENDER OF LEASE NOT MERGER.

The voluntary or other surrender of this L ease by Lessee, or a mutual cancellation thereof, sha ll not work a merger, and shall, at the option of City, terminate all or any existing Lessees or subtenancies, or may, at the option of City, operate as an assignment of any and all such Lessees or subtenancies.

35. INTEGRATED DOCUMENT.

This Lease, including any exhibits attached hereto, embodies the entire agreement between City and Lessee. No other understanding, agreements, conversations or otherwise, with any officer, agent or employee of City prior to execution of this Lease shall affect or modify a ny of the terms or obligations contained in any documents comprising this Lease. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City. All agreements with City are subject to approval of the City Council before City shall be bound thereby.

36. WAIVER.

Waiver by City of one or more conditions of performance or any breach of a condition under this Lease shall not be construed as a waiver of any other condition of performance or subsequent breaches. The subsequent acceptance by a Party of the performance of any obligation or duty by another Party shall not be deemed to be a waiver of any term or condition of this Lease. The exercise of any remedy, right, option or privilege hereunder by City shall not prec lude City from exercising the same or any and all other remedies, rights, options and privileges hereunder and City's failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which City may have, shall not be construed as a waiver.

37. INTERPRETATIONS.

In construing or interpreting this Lease, the word “or” shall not be construed as exclusive and the word “including” shall not be limiting. The Parties agree that this Lease shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against any other Party.

38. SEVERABILITY CLAUSE.

If any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for any reason, then such provision shall be modified to the minimum extent necessary to make the DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
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22 provision legal, valid and enforceable, and the other provisions of this Lease shall not be affected thereby.

39. GOVERNING LAW.

This Lease shall be governed and construed in accordance with the statutes and laws of the State of California.

40. VENUE.

In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara.

41. COMPLIANCE WITH LAWS.

The Parties hereto shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments in the performance of their rights, duties and obligations under this Lease.

42. BROKERS.

Each party represents that is has not had dealings with any real estate broker, finder, or other person, with respect to this Lease in any manner. Each Party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the other Party by any broker, finder, or other person with whom the indemnifying party has or purportedly has dealt.

43. ATTACHMENTS TO LEASE.

The following exhibits are attached to and made a part of this Lease:

“A” – Legal Description of Subject Property
“B” – Map of Property and Premises
“C” – Standard Insurance Requirements
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23 IN WITNESS WHEREOF, the parties have executed this Lease the day and year first above written.

CITY: LESSEE:

CITY OF PALO ALTO (LESSOR) LifeMoves

By: __________ By:___________________________ City Manager or Designee

ATTEST:

______________
City Clerk

APPROVED AS TO FORM:

By: _______________________
Asst. City Attorney

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MN Revised 7-19-22

Exhibit A Page 24 of 27

LEASE AGREEMENT

BETWEEN

CITY OF PALO ALTO
AND

LIFEMOVES

EXHIBIT A

LEGAL DESCRIPTION OF SUBJECT PROPERTY

DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

Item 14: Staff Report
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MN Revised 7-19-22

Exhibit B Page 25 of 27

LEASE AGREEMENT

BETWEEN

CITY OF PALO ALTO
AND

LIFEMOVES

EXHIBIT B

MAP OF SUBJECT PROPERTY AND PREMISES

This diagram shows Area C of the LATP site. The picture below is an updated site plan.

DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

Item 14: Staff Report
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MN Revised 7-19-22

Exhibit B Page 26 of 27

The diagram below shows the updated site plan as of May 2023.

DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

Item 14: Staff Report
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38 Packet Pg. 420 of 461

MN Revised 7-19-22

Exhibit C Page 27 of 28

LEASE AGREEMENT

BETWEEN

CITY OF PALO ALTO
AND

LIFEMOVES

EXHIBIT C

STANDARD INSURANCE REQUIREMENTS

Insurance Requirements for LESSEE:

Lessee shall purchase and maintain the insurance policies set forth below on all of its operations under this Lease at its sole cost and expense. Such policies shall be maintained for the full Term of this Lease and the related warranty period (if applicable). For purposes of the insurance policies required under this Lease, the term “City” shall include the duly elected or appointed council members, commissioners, officers, agents, employees and volunteers of the City of Palo Alto, California, individually or collectively.

Coverages (RL 28.1A) S

Minimum Scope of Insurance

Coverage shall be at least as broad as:

1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance (for Lessees with employees). 4) Property insurance against all risks of loss to any tenant improvements or betterments

The policy or policies of insurance maintained by Lessee shall provide the following limits and coverages:

POLICY MINIMUM LIMITS OF LIABILITY

DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

Item 14: Staff Report
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MN Revised 7-19-22

Exhibit C Page 28 of 28

(1) Commercial General Liability $1,000,000 per each
occurrence for bodily injury, personal injury
and property damage

(2) Automobile Liability $ 1,000,000 Combined Single Limit Including Owned, Hired and
Non-Owned Automobiles

(3) Workers’ Compensation Statutory
Employers Liability $1,000,000 per
accident for bodily injury or disease

(4) Lessee’s Property Insurance
Lessee shall procure and maintain property insurance coverage for:
(a) all office furniture, trade fixture, office equipment, merchandise, and all other items of Lessee’s property in, on, at, or about the premises and the building, include property installed by, for, or at the expense of Lessee;
(b) all other improvements, betterments, alterations, and additions to the premises.

Lessee’s property insurance must fulfill the following requirements:
(a) it must be written on the broadest available “all risk ” policy form or an equivalent form acceptable City of Palo Alto, including earthquake sprinkler leakage.
(b) for no less than ninety percent (90%) of the full
replacement cost (new without deduction for depreciation) of the covered items and property; and
(c) the amounts of coverage must meet any coinsurance
requirements of the policy or policies.

(RL 28.2)

Deductibles and Self-Insured Retentions

Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Lessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Insurance shall be in full force and effect commencing on the first day of the Term of this Lease.

Each insurance policy required by this Lease shall:

DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

Item 14: Staff Report
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MN Revised 7-19-22

Exhibit C Page 29 of 28

1. Be endorsed to state that coverage shall not be su spended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

2. Include a waiver of all rights of subrogation against the City and the members of the City Council and elective or appointive officers or employees, and each party shall indemnify the other against any loss or expense including reasonable attorney fees, resulting from the failure to obtain such waiver.

3. Name the City of Palo Alto as a loss payee on the property policy.

4. Provide that the City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Lessee; products and completed operations of the Lessee; premises owned, occupied or used by the Lessee; or automobiles owned, leased, hired or borrowed by the Lessee. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers.

5. Provide that for any claims related to this Lease, the Lessee's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Lessee's insurance and shall not contribute with it.

6. Provide that any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers.

7. Provide that Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

8. Lessee agrees to promptly pay to City as Additional Rent, upon demand, the amount of any increase in the rate of insurance on the Premises or on any other part of Building that results by reason of Lessee’s act(s) or Lessee’s permitting certain activities to take place.

Acceptability of Insurers

All insurance policies shall be issued by California -admitted carriers having current A.M. Best's ratings of no lower than A-:VII.
5147261.2
DocuSign Envelope ID: CF51EA91-F30B-4FC5-98B6-413FF8F97E4C Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

Item 14: Staff Report
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41 Packet Pg. 423 of 461

Certificate Of Completion
Envelope Id: CF51EA91F30B4FC598B6413FF8F97E4C
Status: Completed
Subject: Complete with DocuSign: LifeMoves - PROPOSED FINAL - Lease with City of Palo Alto City Edit 05-...

Source Envelope:

Document Pages: 29
Signatures: 1
Envelope Originator:

Certificate Pages: 2
Initials: 0
Ingrid Velasquez
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 199.33.32.254
Record Tracking
Status: Original
6/1/2023 9:38:24 AM
Holder: Ingrid Velasquez
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Palo Alto
Location: DocuSign
Signer Events
Signature
Timestamp
Aubrey Merriman
[email protected]
Aubrey Merriman, Chief Executive Officer
LifeMoves
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.35.211.130
Sent: 6/1/2023 9:47:20 AM
Viewed: 6/1/2023 10:05:33 AM
Signed: 6/1/2023 10:28:19 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Melissa McDonough
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 6/1/2023 10:28:20 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Paul Simpson
[email protected]
CFO
Security Level: Email, Account Authentication
(None)
Sent: 6/1/2023 10:28:21 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

Item 14: Staff Report
Pg.
42 Packet Pg. 424 of 461

Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
6/1/2023 9:47:20 AM
Certified Delivered
Security Checked
6/1/2023 10:05:33 AM
Signing Complete
Security Checked
6/1/2023 10:28:19 AM
Completed
Security Checked
6/1/2023 10:28:21 AM
Payment Events
Status
Timestamps
Item 14
Attachment B - Ground
Lease between LifeMoves
and the City of Palo Alto

Item 14: Staff Report
Pg.
43 Packet Pg. 425 of 461