SECOND AMENDMENT TO LEASE
THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made and entered into as of the date of its full execution, by and between City of Palo Alto, a municipal corporation (“City”), and Community Skating, Inc., a California non-profit corporation (“Tenant”).
RECITALS
A. City and Tenant are parties to that certain Lease, dated April 20, 2001, as amended by that certain Amendment Number 1 to Lease, dated April 27, 2009 (collectively, the “Lease”). Pursuant to the Lease, City has leased to Tenant the 1.634- acre tennis facility (the “Premises”) at the Winter Lodge located at 3005 Middlefield Road, Palo Alto, California (the “Property”).
B. The Lease expired on April 19, 2026 (“Scheduled Termination Date”) but Tenant continues in possession of the Premises.
C. The parties desire to retroactively extend the term, all on the following terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Tenant agree as follows:
1. Extension. The term is hereby retroactively extended to and shall expire on January 1, 2040 (“Extended Termination Date”), unless sooner terminated in accordance with the terms of the Lease. That portion of the term commencing on April 20, 2026 (“Extension Date”) and ending on the Extended Termination Date shall be referred to herein as the “Extended Term”. Tenant shall have no right to extend the Extended Term of the Second Amendment.
2. Required Program Services and Uses. Section III of the Lease is revised to read as follows:
III. REQUIRED AND OPTIONAL SERVICES AND USES
In furtherance of the purposes stated above, the following required and optional services and uses shall be provided, permitted or prohibited:
A. Required Services and Uses.
1. Prior to the completion of Phase I (10-foot perimeter sound wall), use of the site shall be limited to the existing recreational use.
2. Following construction and final inspection of the 10-foot perimeter sound wall, Tenant shall use the Premises to provide a public recreational tennis facility including tennis instruction (group and private lessons) and/or scheduled public use. Commencing September 15, 2026, and every first and third Tuesday of every month thereafter, Tenant will make at minimum one court available to the public to register and use at no cost from 12:00pm to 1:30pm. The parties shall evaluate the demand for free public use and impact to Tenant’s operation by April 1, 2027. If the parties reasonably determine that public use of the courts should be adjusted, the parties will promptly work in good faith to make changes.
Any adjustments to free public use shall take effect immediately.
B. Optional Services and Uses. Subject to the prior written approval of the City Manager, Tenant may also use the Premises to provide additional services, activities and uses which are ancillary to and compatible with the required services and uses stated above and not in conflict with the required uses. Approval of optional uses shall be within the sole discretion of the City Manager and subject to any other required City approval.
C. Prohibited Uses. The above-listed required, permitted and optional services, activities and uses shall be the only services and uses permitted upon or from the Premises. Tenant agrees not to use the Premises for any other purpose nor to engage in, or permit, any other business activity within or from the Premises.
D. Required Program Services and Uses. In order to ensure that the use of the Premises is keeping with the intended uses as set forth above, Tenant annually shall present to City reporting in such form and detail as City may reasonably request, including the annual budget of Tenant within thirty (30) days after the Tenant has approved said budget. Tenant also will present to City for its information an annual report of the operation of the program in the Form 990 as submitted to the State of California as required for a tax-exempt organization within one hundred and eighty (180) days of the end of each budget or operating year. Tenant shall perform the program services described in Exhibit A of this Second Amendment (Scope of Services & Program Services), which may be modified by Tenant, in collaboration with City, from time to time in accordance with the terms and conditions contained in this Lease. The performance of all program services shall be to the reasonable satisfaction of City.
Tenant shall provide annual activity reports relating to the Scope of Services & Program Services for the period ending June 30 of each year, by July 31 of each year, throughout the Term. The first annual activity report is due July 31, 2027.
The report shall cover performance measures in Attachment A and information on program services for the entire year.
3. Miscellaneous.
3.1 This Second Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.
3.2 Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect. In the case of any inconsistency between the provisions of the Lease and this Second Amendment, the provisions of this Second Amendment shall govern and control. The capitalized terms used in this Second Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Second Amendment.
3.3 Submission of this Second Amendment by City is not an offer to enter into this Second Amendment but rather is a solicitation for such an offer by Tenant. City shall not be bound by this Second Amendment until City has executed and delivered the same to Tenant.
3.4 Tenant hereby represents to City that Tenant has dealt with no broker in connection with this Amendment. Tenant agrees to indemnify and hold City harmless from all claims of any other brokers claiming to have represented Tenant in connection with this Second Amendment.
3.5 Each signatory of this Second Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.
3.6 The Premises have not undergone an inspection by a Certified Access Specialist (CASp), and a disability access inspection certificate, as described in subdivision (e) of Section 55.53 of the California Civil Code, has not been issued for the Premises. In accordance with Section 1938 of the California Civil Code, Tenant is advised of the following:
“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.”
Accordingly, the parties hereby agree that Tenant shall have the right, but not the obligation, to have a CASp inspect the Premises and determine whether the Premises complies with all of the applicable construction-related accessibility standards under state law. If it is determined that the Premises do not meet all applicable construction-related accessibility standards, then Tenant shall promptly make, as soon as reasonably possible, but subject to Section XIV of the Lease, any repairs necessary to correct violations of construction-related accessibility standards identified by such inspection, at Tenant’s sole cost and expense.
[Signature Page Follows]
IN WITNESS WHEREOF, City and Tenant have entered into and executed this Second Amendment as of the date first written above.
CITY:
CITY OF PALO ALTO,
a California municipal corporation
By: ______________________________
Name: ____________________________
Title: _____________________________
Dated: ____________________________
Approved as to form:
By: ______________________________
Name: ____________________________
Title: _____________________________
Dated: ____________________________
TENANT:
Community Skating, Inc.,
a California non-profit corporation
By: ______________________________
Name: ____________________________
Title: _____________________________
Dated: ____________________________
Exhibit A
Scope of Services & Performance Measures
WINTER LODGE TENNIS
Program Services
The purpose of the Winter Lodge Tennis Program is to provide a safe, inclusive, and community-centered experience that promotes active living, skill development, connection and fun, through recreational activities. Operating seven days a week, Winter Lodge Tennis is a bustling tennis school serving thousands of people per month on four high-quality, well-maintained courts, making high-quality tennis instruction readily available to Palo Alto residents. Winter Lodge Tennis is committed to offering a diverse range of high-quality tennis instruction—including group classes for all ages and levels including mini-tennis, special needs tennis, camps, private lessons and enrichment programs —while maintaining transparent operations, accessible pricing and clear communication with all participants. Through thoughtful program planning, scheduling, growth, ongoing evaluation, and continuous improvement, Winter Lodge Tennis seeks to meet the evolving needs of the community and ensure the facility remains a welcoming and vibrant destination for residents of all ages and abilities.
Goals and Strategies
Goal 1:
To enhance and broaden equitable access to high-quality, healthy recreational activities for all ages and abilities in the Palo Alto area, with a focus on safety, inclusivity, community outreach and year-round engagement.
Strategies:
Provide a wide range of classes, lessons and camps throughout the calendar year, offering high-quality tennis instruction on top-quality, well-maintained courts with no membership required, making tennis offerings inclusive and accessible to all.
Continue to grow group classes and skill development programs (from beginner to advanced) for youth and adults, including family friendly and intergenerational offerings.
Maintain and promote individual tennis lessons, group instruction, special needs instruction and mini-tennis instruction opportunities. Develop more partnerships with local schools to increase community awareness and participation.
Objectives (SMART):
1. Increase total public participation by promoting lower-attended times, for example morning court time for adult programs
2. Enroll more students in tennis classes by offering targeted adult/family friendly programs and outreach.
3. Schedule tennis offerings in response to community availability to maximize tennis facility usage, offering family discounts and early bird discounts to help with affordability and inclusivity.
Outcomes:
More community members of all ages engage in active, healthy outdoor recreation.
Participants report higher physical activity levels and increased satisfaction with recreational options.
Winter Lodge strengthens its role as a year-round Palo Alto recreational hub beyond traditional winter sports.
Goal 2:
To position Winter Lodge Tennis as a premier destination for youth engagement, sport- skills development, structured mentorship and positive social interaction. This includes long term participation and leadership development especially for local, underserved youth.
Strategies:
Offer high-quality tennis instruction to thousands of students annually, with a focus on local youth participation.
Incorporate peer leadership development by expanding the volunteer youth assistant program, allowing participants to progress from student to assistant and future junior coach.
Partner with local schools and youth organizations to increase awareness and sustained participation.
Objectives (SMART):
1. Expand youth assistant roles to support younger learners and train young leaders.
2. Collaborate with local organizations to offer healthy youth events.
Outcomes:
Increased youth physical activity, confidence, and leadership skills and sense of belonging (the tennis family).
Stronger ties between Winter Lodge Tennis and local educational/community youth partners.
Greater access to healthy, fun activities for youth who may lack other outlets.
Goal 3:
To cultivate Winter Lodge tennis as a welcoming community gathering place that supports social connection and mental well-being for residents of all demographics.
Strategies:
Provide inclusive group reservation opportunities and classes for schools, nonprofits, families, and community organizations.
Increase awareness of Winter Lodge Tennis as an affordable event venue. Continue developing enrichment programs for elementary, middle and homeschooled youth
Continue to Assist annually with the USTA Senior Games in Palo Alto Collaborate regularly with Palo Alto Tennis to offer Junior Tournaments.
Objectives (SMART):
1. Collect participant satisfaction feedback with the goal of positive growth around overall health, inclusivity and enjoyment.
2. Increase participation for community groups, nonprofits and social organizations through targeted outreach.
Outcomes:
A stronger sense of community connectedness through shared recreational experiences.
Broader participation by community residents, nonprofit partners, and social groups.
Winter Lodge Tennis becomes known not just for high-quality tennis instruction but also as a social and wellness touchstone in the area. Increase community love for the sport of tennis.
Goal 4:
To deepen Winter Lodge Tennis support for local schools, underserved community members, especially youth, through targeted access and formalized partnerships and measurable community impact.
Strategies:
Continue offering discounted options, including for scholarship students and community partners.
Partner with local school districts, nonprofit agencies, and social services to ensure access for all populations.
Continue recreation aimed at mental health and social inclusion, leveraging Winter Lodge Tennis as a safe, active respite from stress and screens for youth.
Objectives (SMART):
1.Establish formal partnerships with additional community service organizations focused on serving vulnerable populations, specifically youth.
2.Track and report youth participation levels and program retention to measure reach and effectiveness.
Outcomes:
Continued high participation levels among youth and families. Increased awareness of Winter Lodge Tennis as a supportive, trusted resource in addressing community health and positive youth development. Enhanced mental health and well-being among participants through increased access to physical recreation and social engagement.