THIRD AMENDMENT TO TENANT WORK LETTER
THIS THIRD AMENDMENT TO TENANT WORK LETTER (this “Third Amendment”) is entered into as of _______________ (“Execution Date”) by and between CITY OF PALO (“City”) and PALO ALTO HISTORY MUSEUM (“Museum”).
RECITALS
A. WHEREAS, City and Museum are parties to that certain Tenant Work Letter dated as of April 20, 2023 as amended by that certain First Amendment to Tenant Work Letter dated September 6, 2023 and that certain Second Amendment to Tenant Work Letter dated November 13, 2023; and
B. WHEREAS, City and Museum desire to further modify and amend the Tenant Work Letter only in the respects and on the conditions hereinafter stated.
AGREEMENT
NOW, THEREFORE, City and Museum, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:
1. Definitions. For purposes of this Third Amendment, capitalized terms shall have the meanings ascribed to them in the Tenant Work Letter unless otherwise defined herein.
2. Attachment A. Attachment A of the Tenant Work Letter is hereby deleted and replaced with the Attachment A attached hereto.
3. Effect of Third Amendment. Except as modified by this Third Amendment, the Tenant Work Letter and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. In the event of any conflict between the terms contained in this Third Amendment and the Tenant Work Letter, the terms herein contained shall supersede and control the obligations and liabilities of the parties.
4. Counterparts and PDF Signatures. This Third Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document. A portable document format (PDF) signature using Docusign on this Third Amendment shall be equivalent to, and have the same force and effect as, an original signature.
[Signature page follows]
IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the day hereinabove first written.
CITY:
CITY OF PALO ALTO,
a California chartered municipal corporation
By: ______________________________
Name: ___________________________
Title: City Manager or designee
Date: ____________________________
Approved as to Form:
By: ______________________________
Name: ___________________________
Title: City Attorney or designee
Date: ____________________________
MUSEUM:
PALO ALTO HISTORY MUSEUM
By: ______________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________
ATTACHMENT A
PROJECT FUNDING
This Attachment A details the Parties’ respective funding commitments for construction of the Project, based on the estimated Construction Cost set forth in Recital F, which is subject to amendment prior to commencement of Project construction. Pursuant to Section 5.4, this Attachment A will be amended based on the final GMP, as a condition precedent to commencement of Project construction.
1. Museum Contribution. The Museum is contributing $3,108,292.00 to pay for certain hard and soft costs for the construction of the Project as further specified in Section 4.3, which is comprised of the following:
A. The Museum will contribute $372,011.00 to pay for all construction phase soft costs, including, without limitation, all permit and utility fees that are not expressly waived or reimbursed by the City and the premiums for the Builder’s Risk insurance for the Project.
B. The Museum will contribute $2,736,881.00, based on the difference between the City Contribution and the estimated amount of the GMP as of the Effective Date.
The Museum Contribution shall be funded by pledged and received donations in the amount of $850,000.00 (the “Museum Donations”) and, to the extent available and subject to Section 4.3 of the Tenant Work Letter, funds from the HUD Grant in the amount of $2,258,892.00 (the “HUD Funds”). Notwithstanding the foregoing, the amounts set forth herein are subject to amendment pursuant to Section 5.4 to reflect the final GMP and commensurate adjustments to the final amount of the Museum Contribution as a condition precedent to commencement of Project construction.
2. City Contribution. The City Contribution is comprised of the following contributions and reimbursements for construction of the Project, for a total City Contribution of $10,702,448, provided the Museum meets its funding obligations and timely complies with the conditions for Project commencement set forth in this Tenant Work Letter:
A. The City will contribute $5,400,000.00 from transferable development rights and City general funds.
B. The City will contribute $2,000,000.00 from Stanford University Medical Center development agreement funds.
C. The City will contribute $835,448.00 from funds received pursuant to the County Grant Agreements, which is to be allocated solely for the improvements specified in the County Grant Agreements, and conditioned
upon the Museum’s compliance with the terms and conditions of the County Grant Agreements, as may be further specified in the Lease.
D. The City will contribute $1,650,000.00 from Community Center Impact Fees, toward construction cost for the community room facilities in the Building, provided those facilities are available for public community center use as further specified in the Lease.
E. The City will contribute $350,000.00 from Park Impact Fees toward construction costs for the restroom facilities on the northeast side of the Building, provided those facilities are available as the public restrooms serving Heritage Park as further specified in the Lease.
F. The City will contribute $300,000.00 from Library Impact Fees toward construction costs for the City Archive Room, provided the City Archive Room is available and accessible for City archives as further specified in the Lease.
G. The City will reimburse the Museum in the amount of $100,000.00 for permit fees previously assessed for the Project.
H. The City will contribute $67,000.00 to offset the cost for the General Contractor’s procurement of a payment bond and a performance bond.