marin day care lease

7/29/2019 Marin Day Care Lease

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MEMORANDUM OF UNDERSTANDING

BETWEEN

DEPARTMENT OF ADMINISTRATIVE SERVICES

AND

MARIN DAY SCHOOLS

The Department ofAdministrative Services (City) is entering into this Memorandum ofUnderstanding with Marin Day Schools (Operator) for the occupation and operation of the CityHall Child Care Facility located at 1 Dr. Carlton B. Goodlett Place, Rooms 068 and 081 andadjacent playground on McAllister Street. The purpose of tins Memorandum ofUnderstandingis to further solidifY and clarify the working relationship between Marin Day Schools and theDepartment ofAdministrative Services.

Operator shall provide child care services for children enrolled and operate in the City Hall ChildCare Center in the manner generally described . The target population for the services will be multi-ethnic children, ranging from ages 3

months to 5 yrs. 8 months, from diverse populations and families of all kinds. The City Hall CIllld Care facility will be a licensed facility with the State ofCalifornia,

Department ofSocial Services Community Care Licensing, for ~ FTE infants, A.L FTEpre-schoolers and FTE toddlers. Operator agrees to provide child care services and related child care services between the

hours of7:30 a.m. and 6:30 p.m., Monday through Friday. The facility will be closed on thefollowing City holidays:- New Year's Day- Martin Luther King, Jr. Day- Presidents Day- Memorial Day- Independence Day- LaborDay- Columbus Day- Veterans Day- Thanksgiving- Day after Thanksgiving- Christmas Day


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IPage 2 of5

Should a City holiday land on a Saturday, the holiday will be observed on the prior Fridayand, if a City holiday lands on a Snnday, the holiday will be observed on the followingMonday.

Operator agrees to provide quality care and early childhood education curriculum whichincludes fme and gross motor development, language acquisition, cognitive development,and self-help skills. The SFUSD agrees to provide activities promoting positive self-identityand enhancing self-esteem of the children.

Operator agrees to assess each child's developmental needs and make appropriate referrals asneeded.

Operator agrees to involve the parents in various aspects of program development andoperations, including, but not limited to opportunities to visit and participate in classrooms,social and recreational events, and parenting classes and support groups.

Operator shall operate in collaboration with community-based organizations and educationalinstitutions.

Operator shall work with the Courthouse Drop-In Child Care Center at 400 McAllister Streetto provide a "safe haven" for the City Hall Child Care Center.

Operator shall maintain a current and valid license with the State of California, DepartmentofSocial Services Community Care Licensing to operate the City Hall Child Care Center.

Operator shall perform and provide all services necessary to comply with State ofCalifornia,Department of Social Services Community Care Licensing, programmatic licensingrequirements, including, but not limited to, proper cleaning and sterilization oftoys, storageofmedicines, lunches, snacks, recording of child activities and health, cleaning anddisinfecting of diaper changing areas, etc.

Operator shall carry and maintain insurance coverage as defined in the Grant Agreement.The City shall be an additional insured on the insurance policy.

Operator will maintain and keep in good condition and working order, the facilities,equipment and furnishings provided by the City.

All equipment, supplies and furnishings paid for by the City shall be property of the City.An inventory of durable goods will be maintained by the Operator as well as the City. Uponexpiration, revokation and/or non-renewal of the Licensing Agreement and/or GrantAgreement, an inventory of equipment shall be taken and items damaged or missing shall berepaired or replaced by Operator.


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(Page 3 of5 Lease of a personal photocopier shall be the responsibility of the Operator. Maintenance,repair, replacement and supplies shall also be the responsibility of the Operator. The Cityshall reimburse Operator for the fIrst month's invoice on the photocopier lease. Operator shall control access into and out of the child care facilities in Rooms 068 and 081.

Operator shall be responsible for the distribution "nd collection of card keys. Operator shall secure subsidy and/or other funds for program operations. Operator shall be responsible for repair, maintenance or replacement of furniture, equipment,

or supplies used in the operations of the child care facilities. Operator shall not drill, tack or tape items directly on or into the walls. Operator shallcontactBuilding Services to arrange for the services of an engineer. Operator shalliockisecure Rooms 68 and 81 and the two adjacent playgrounds when not inuse. Operator shall be responsible for the safekeeping of all unattached equipment and toys used

or kept in the playgrounds. Operator shall keep the playground clean and clear of debris and other obstacles during use. Operator shall work with the City Hall Building Manager on emergency procedures and othermatters related to building security, events and building usage.

The City will provide the following equipment, supplies, furnishings and services to the CityHall Child Care Center and Operator. The City will provide the indoor and outdoor child care facility space in and on City Hallproperty to the Operator under the Licensing Agreement to carry out child care, childdevelopment and child education activities for a sum ofone dollar per annum ($1.00/year)

for the duration of the Grant Agreement between the City and Operator. The City shall provide all built-in cabinetry and work surfaces that cannot be freely moved

from the building, electrical and telephone outlets, illumination, bathroom and kitchenfIxtures, and floor and window coverings. The City shall provide one-time start-up fIxtures, furnishings, equipment and supplies. Itemspurchased by the City will remain the propeliy of the City. Property ofthe City may not beremoved from the premises or destroyed without prior authorization by the City.


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(Page 4 of5 The City shall provide scheduled basic building janitorial services including, but not limitedto, cleaning of floors, sinks, and toilets, emptying of trash and recycling receptacles andscheduled shampooing of carpets. Custodial Services will make every effort to use non-toxicor least toxic cleaners in the child care facilities. Special requests will be handled on a case

by-case basis. Carpet shampooing will be performed by the City once every month in the infant rooms andonce every four months in other areas. A carpet shampooing schedule will be provided bythe General Services Manager. Whenever possible, shamp90ing will be performed on aFriday after school hours, Saturday or Sunday. Operator will be responsible for removing allmovable items from areas to be shampooed immediately pdor to scheduled service and to

move items back. The City shall provide basic building engineering services, including, but not limited to,changing light bulbs, unclogging sinks and toilets, picture hanging, furniture moving and

repair of built-in items (attached to the building). Other requested services or additionalscopes of work shall be paid by Operator to Building Services. The City shall maintain the landscaping in and around the playground facilities. The City shall pay for and install telephones for the Operator's use in the course ofoperatingthe City Hall Child Care Center. An invoice shall be provided to the Operator for monthlytelephone service charges and the Operator shall reimburse the City for all charges incurred

on telephone lines installed in theChild Care facilities. Outside serviees subscdbed to by theOperator, i.e., Internet service provider shall be the responsibility of the Operator.

The City shall provide the Operator with 2 personal computers, 2 ink je t printers and 1 faxmachine. The use and maintenance of, supplies for, training on, repair, and replacement ofthis equipment shall be the responsibility ofthe Operator. The equipment shall operateof the City's LAN and WAN. The City will not be providing technical oradministrative support for the computers or related peripheral equipment.

The City shall provide building security and a card key access system, or similar for the childcare facility. The City shall charge $25 for each replacement card key issued.

The City shall provide cabling, wiring and monitor for the closed circuit cameras within thechild care facilities. Surveillance and/or recordation of activities within the child carefacilities shall be at the discretion of the Operator.


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Entered into by:

b f A ~Department ofAdministrative ServicesCity and County ofSan Francisco

r 7 ~ ' & - ~Marin Day Schools100 Shoreline HighwayBuilding B, Suite 275Mill Valley, CA 94941


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LICENSE AGREEMENTbetween

CITY AND COUNTY OF SAN FRANCISCO

andMARIN DAY SCHOOLS

granting a revocable license for the use ofA portion of the lower floor ofCity Hall

San Francisco, CaliforniaJuly 1, 2002

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Table of Contents

SECTION ............................................................................................................................. PAGE

1. BASIC LICENSE INFORMATION ......... : ............................................................................. 12. PREMISES; AS IS CONDITION ........................................................................................... .33. TERM ..................................................................................................................................... .44. FEE ......................................................................................................................................... .45. USE ......................................................................................................................................... .56. LIGHTING ......................................................... : ............................................. , ..................... 6 (7. ALTERATIONS .................... , ............................................................ : .................................. 68. REPAIRS AND MAINTENANCE ......................................................................................... 89. LIENS AND ENCUMBRANCES ........................................................................................... 810. UTILITIES AND SERVICES .................................................................................................. 911. COMPLIANCE WITH LAWS AND RISK MANAGEMENT REQUIREMENTS ............. 1012. SUBORDINATION ................................ : .............................................................................1213. INABILITY TO PERFORM ............. , ................................................................................... 12

.14. DAMAGE AND DESTRUCTION ....................................................................................... 1215. EMINENT DOMAIN ........................................................................... : ............................... 1316. ASSIGNMENT AND SUBLETTING ............................................................. .................... .1517. DEFAULT; REMEDIES ........................................................................ : .............................1518. WANER OF CLAIMS; INDEMNIFICATION ....................................................................1619. INSURANCE ...... : ................................................................................................................. 1720. ACCESS BY CITy ............................................................................................................... 1821. LICENSEE'S CERTIFICATES .............................................................................................. 1822. RULES AND REGULATIONS ............................................................................................19.23. (INTENTIONALLY OMITTED) .......................................................................................... 1924. SURRENDER OF PREMISES ..............................................................................................1925. HAZARDOUS MATERIALS ............................................................................................... 2026. GENERAL PROVISIONS ..................................................................................................... 21

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LICENSE AGREEMENTTHIS REVOCABLE LICENSE TO ENTER AND USE (this "License"), dated for

reference purposes only as ofJuly 1, 2002, is entered into by and between the CITY ANDCOUNTY OF SAN FRANCISCO, a municipal corporation ("City" or "Licensor"), and MARINDAY SCHOOLS, a California non-profit corporation ("Licensee" or "Contractor").

RECITALSA. City and Licensee are parties to that certain Grant Agreement dated as of July 1, 2002 (the"Grant Agreement") for establishing and maintaining a high quality, full service child carecenter.B. City desires that Licensee establish a child care center at San Francisco City Hall, and (therefore City agrees to give and Licensee agrees to accept a license for a space in City Hall inaccordance with the terms and conditionsse t forth herein.

AGREEMEN1:'

1. Basic License InformationThe following is a summary ofBasic License information (the "Basic License

Information"). Each item below shall be deemed to incorporate all of the terms in thisLicensepertaining to such item. In the event of any conflict between the information in this Section andany more specific provision ofthis License, the more specific provision shall control.

License Reference Date:Licensor:

Licensee:

Building (Section 2.1):

Premises (Section 2.1):

July 1, 2002CITY AND COUNTY OF SAN FRANCISCO,a: municipal corporationMARIN DAY SCHOOLS, a California nonprofitcorporation(and permitted successors and assigns)City Hall located at1 Dr. Carlton B. Goodlett PlaceSan Francisco, California

A portion ofthe lower floor of the Building andoutside playground area, as more particularly shownon Exhibit A

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Rentable Area'ofPremises (Section 2.1):

Tenn (Section 3.1):

Base Fee (Section 4.1):Use (Section 5.1):

Utilities and Services(Section 10.1):

Notice Address of City(Section 27.1):

and to:

Key Contact for City:Telephone No.:Notice Address for Licensee(Section 27.1):

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Approximately 3,500 square feet plus additional outsidearea as shown on Exhibit A.Commencement date: July 1, 2002;Expiration date: June 30, 2003 after which date this. .License shall automatical ly renew on an annualbasi? with either party having the right to tenninateby providing 120 days' advance written noticeAnnual License Fee: $1Full service child care center as se t forth in theGrant Agreemvnt

City shall provide the basic Building utilities andservices described in Exhibit C

Real Estate Department25 Van Ness Avenue, suite 400San Francisco, California 94102Attn: Director ofPropertyFax No.: (415) 552-9216Office of the City AttorneyCity Hall, Room 2341 Dr. Carlton B. Goodlett PlaceSan Francisco, California 94102-4682Attn: Real EstatelTransactionsFax No.: (415) 554-4755Jerry Romani(415) 554-9876

Marin Day Schools100 Shoreline HighwayBuilding B, Suite 275Mill Valley, CA 94941Attn: Pat Bums .

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SUITABILITY OF THE PREMISES FORLICENSEE'S BUSINESS, OR ANY OTHERMATTER WHATSOEVER RELATING TO THE PREMISES, INCLUDING, WITHOUTLIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE.

3. TERM3.1. License Term. The privilege given to Licensee pursuant to this License is

temporary only and for a term (the "Term") that shall commence on the date specified in theBasic License Information as the commencement date (the "Commencement Date"), or suchearlier date upon which City delivers and Licensee accepts possession of the Premises or anyportion of the Premises, and shall expire on the expiration (the'''Expiration Date") or earliertermination of the Grant Agreement unless earlier terminated under this License. Notwithstanding the aforementioned, this License shall renew automatically on an arulUal basis afterthe Expiration Date. Without limiting any of its rights hereunder, either party may at its soleoption freely revoke this License at any time, without cause and without any obligation to payany consideration to the other party, by providing 120 days' advance written notice oftermination. The termination date shall be the date that is 120 days after a party delivers thenotice oftermination to the oth!?r party. City shall deliver the Premises to Licensee on theCommencement Date in their then existing as is condition as further provided above, with noobligation of the City to make any improvements, repairs or alterations.

3.2. Confirmation ofCommencement Date and Expiration Date. The dates on whichthe Term commences and terminates pursuant hereto are referred to respectively as the"Commencement Date" and the "Expiration Date."

4. FEE4.1. Base Fee. Throughout the Term beginning on the Commencement Date, Licensee

shall pay to City the annual Base Fee specified in the Basic License Information (the "BaseFee"). The Base Fee shall be paid to City in advance, without prior demand and without anydeduction, setoff or counterclaim whatsoever; on or before the first day of the Term and on orbefore the first day of each anniversary thereafter. City reserves the right to increase the BaseFee at any time during the Term, including but not limited to any time during a year in whichLicensee has previously paid the $1 annual fee. All sums payable by Licensee to City hereundershall be paid in cash or by good check to the City and County of San Francisco in care of theDirector ofProperty at the primary address for City specified in the Basic License Information, orsuch other place as City may designate in writing. Ifthe Commencement Date occurs on a dayother than the first day of a calendar month, or the Expiration Date occurs on a day other than thelast day of a calendar month, then the Base Fee for such fractional month shall be prorated basedon a thirty (30) day month.

4.2. Additional Charges. Licensee shall pay to City any and all charges and otheramounts required under this License as additional fees (collectively, "Additional Charges"). All

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6. LIGHTING6.1 Lighting. Within 120 days following the Conunencement Date, Licensee shallinstall lights activated by motion sensors in the two outside play areas of the Premises inaccordance with plans and specifications approved by City.

7. ALTERATIONS7.1. Licensee's Alterations.(a) General. Licensee shall not make or permit any alterations to the Premises or tothe heating, ventilating, air conditioning, plumbing, electrical, fire protection, life safety, securityand other mechanical, electrical, conununications systems of the Premises ("Building Systems"),and shall not make or permit any alterations, installations, additions or improvements, slrJlcturalor otherwise (collectively, "Alterations"), in, to or about the Premises, without City's prior

written consent in each instance. All Alterations shall be done at Licensee's expense inaccordance with plans and specifications approved by City, only by duly licensed and bondedcontractors or mechanics approved byCity, and subject to any conditions that Citymayreasonably impose. With regard to the Building, with respect to any Alterations which would bevisible from the exterior of tile Building, City may require Licensee, at Licensee's expense, toobtain the prior written approval ofCity's Art Commission to the extent the Arts Conunissionhas jurisdiction over the design of such proposed alterations under City's Charter Section 5.103.If the cost of any Alterations is in excess of Five Thousand Dollars ($5,000), then Licensee shallpay to City an administrative fee equal to ten percent (10%) of the total "hard" costs of the workto compensate City for the costs of review.

(b) Asbestos. Without limiting Section 25.2 (No Hazardous Materials) below, in theevent that asbestos-containing materials ("ACM") are determined to exist in or about thePremises, Licensee shall ensure that all Alterations and any asbestos related work, as defined inCalifornia Health & Safety Code Section 25914.1(b), is performed in compliance with all lawsrelating to asbestos, including but not limited to California Occupational Safety and Health(OSHA) regulations found in Title 8 of the California Code ofRegulations, Sections 1502 and1529. Additionally, Licensee shall distribute notifications to all employees and contractors asrequired pursuant to California Health & Safety Code Sections 25915 et. seq. informing them ofthe existence ofACM and that moving, drilling, boring, or otherwise disturbing ACM maypresent a health risk and should not be attempted by an unqualified employee. No Alterationsaffecting ACM containing areas or any asbestos related work sha1l be performed without City' sprior written consent in each instance.

(c) Licensee's Alterations that Disturb or Remove Lead-Based Paint. Licenseecovenants and agrees that it and its Agents or Invitees sha1l comply with all requirements ofChapter 36 of the San Francisco Building Code and all other applicable local, state, and Federallaws, including hut not limited to the California and United States Occupational Health andSafety Acts and their implementing regulations, whenLicensee's Alterations or repairs disturb or

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9.2. Encumbrances. Licensee shall not create, permit or suffer any liens orencumbrances affecting any portion of the Premises, the Property or City's interest therein orunder this License.

10. UTILITffiS AND SERvicES10.1. Utilities and Services. City shall provide the basic Building utilities and services

described in the attached Exhibit C (the "Standard Utilities and Services") to the Premises,. subject to the terms and conditions contained therein. Licensee shall be responsible forfumishing, at its cost, any utilities or services other than orin excess of the Standard Utilities andServices that Licensee may need for its use of the Premises.

10.2. Mandatorv or Voluntary Restrictions. In the event any law, ordinance, code or (governmental or regulatory guideline imposes mandatory or voluntary controls on City or theProperty or any part thereof, relating to the use or conservation of energy, water, gas, light orelectricity or the reduction of automobile or other emissions, or the provision of any other utilityor srvice provided with respect to this License, or iIi. the event City is required or elects to makealterations to any part of the Premises in order to comply with such mandatory or voluntarycontrols or guidelines, such compliance and the making of such alterations shall in no evententitle Licensee to any damages, relieve Licensee of the obligation to pay the full Base Fee andAdditional Charges reserved hereunder or to perform each of its other covenants hereunder orconstitute or be construed as a constructive or other eviction ofLicensee. City shall have theright at any time to install a water meter in the Premises or otherwise to measure the amount ofwater consumed on the Premises, and the cost of such meter or other corrective measures and theinstallation and maintenance thereof shall be paid for by City.

10.3. Excess Use. IfLicensee requires any utilities or services to be provided by Cityhereunder in excess of the Standard Utilities and Services for the Premises, Licenseeshall firstprocure City's written consent, which City may give or withhold in its sole discretion. In thecase ofCity's consent, Licensee shall pay to City, as additional fee, the cost of such excess usage.Failure ofCity to bill Licensee for such excess utilities or services shall not impair City's right tobill Licensee for such costs at a later date. Without limiting the foregoing, Licensee shall not: (a)connect or use any apparatus, device or equipment that will require a dedicated circuit or that wil limpair the proper functioning or capacity ofthe Building Systems; or (b) connect any apparatus,device or equipment through electrical outlets except in the manner for which such outlets are

. designed and without the use of any device intended to increase the plug capacity of ariyelectrical outlet; or (c) maintain at any time an electrical demand load in excess of any amountspecified therefor in the Rules and Regulations. If at any time during the Term City has reason tobelieve that Licensee may be using any'utility or service in excess of the amount allowed to thePremises pursuant to the Standard Building Utilities or Services, City shall have thtJ right toinstall a separate meter in the Premises or to take other appropriate steps to measure the amountof utility or service used in the Premises, and the cost of such meter and all corrective measures,and the installation and maintenance thereof, shall be paid for by City.

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10.4. Floor Load. Without City's prior written consent, which City may give or refusein its sole discretion, Licenseeshall not place or install in the Premises any equipment thatweighs in excess of the normal" load-bearing capacity of the floors of the Building. If Cityconsents to the placement or installation of any such machine or equipment in the Premises,Licensee at its sole expense shall reinforce the floor of the Premises, pursuant to plans andspecifications approved by City and otherwise in compliance with Section 7;1 [licensee'sAlterations1 o the extent necessary to assure that no damage to the Premises or the Bui lding orweakening of any structural supports will be occasioned thereby.

10.5. Interruption of Services. City's obligation to provide utilities and services for thePremises are subject to the Rules and Regulations ofthe Building, applicable LegalRequirements (as defmed below) (including the rules or actions ofthe public utility companyfumishingthe utility or service), and shutdowns for maintenance and repairs, for securitypurposes, or due to strikes, lockouts, labor disputes, fire or other casualty, acts of God, or othercauses beyond the control of City. In the event of an intenuption in, or failure or inability toprovide any service or utility for the Premises for any reason, such interruption, failure orinability shall not impose upon City any liability whatsoever, including, but not limited to,liability for consequential damages or loss ofbusiness by Licensee; provided, however, that ifsuch interruption, failure or inability impairs Licensee's ability to carry on its business in thePremises for a period of five (5) or more consecutive business days, then Licensee shall have theright, as Licensee's sale remedy, to abate the Base Rent based on the extent such interruption,failure or inabilityil1lpairs Licensee's ability to carry on its business in the Premises. Licenseehereby waives any applicable existing or future Legal Requirement permitting the termination ofthis License due to such interruption, failure or inability. .

11. COMPLIANCE WITH LAWS AND RISK MANAGEMENT REQUIREMENTS11.1. Compliance with Laws Licensee shall promptly comply, at its sale expense, with

aU present or future laws, ordinance, resolution, regulation, requirement, proclamation, order ordecree of any municipal, county, state or federal government or other governmental or regulatoryauthority relating to the Premises or the use or occupancy thereof (the "Legal Requirements") andwith any and aU recorded covenants, conditions and restrictions affecting the Property or anyportion thereof, whether in effect at the time of the execution of this License or adopted orrecorded at any time thereafter and whether or not within the present contemplation of theparties. Licensee further understands and agrees-that it is Licensee's obligation, at its sole cost,to cause the Premises and Licensee's uses thereof to be conducted in compliance with theAmericans With Disabilities Act, 42 U.S.C.A. 12101 et seq. Licensee shall not be required tomake any structural Alterations in order to comply with such laws unless such Alterations shallbe occasioned, in whole or in part, directly or indirectly, by any Alterations, Licensee's use of thePremises, or any act or omission of Licensee, its Agents or Invitees. Any Alteration made by oron behalf of Licensee pursuant to the provisions of this Section shall comply with the provisionsof Section 8.2, Licensee's Repairs, above. The parties acknowledge and agree that Licensee'sobligation to comply with all Legal Requirements as provided herein is a material part of thebargained for consideration under this License. Licensee's obligation under this Section shall

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include, without limitation, the responsibility of Licensee to make substantial or structural repairsand alterations to the Premises (including any ofLicensee's Alterations), regardless of, amongother factors, the relationship of the cost of curative action to the fee under this License, thelength of the then remaining Term hereof, the relative benefit of the repairs to Licensee or City,the degree to which the curative action may interfere with Licensee's use or enjoyment of thePremises, the likelihood that the parties contemplated the particular Legal Requirement involved,and whether the Legal Requiremeilt involved is related to Licensee's particular use of thePremises.

11.2. Regulatory Approvals.(a) Responsible Party. Licensee understands and agrees that Licensee's use of

the Premises and construction of any Alterations permitted hereunder may require authorizations,approvals or peniUts from governmental regulatory agencies with jurisdiction over the Premises,including, without limitation, City agencies. Licensee shall be solely responsible for obtainingany and all such regulatory approvals. Licensee shall not seek any regulatory approval withoutflist obtaining the written consent ofCity under this License. Licensee shall bear all costsassociated with applying for and obtaining with any necessary or appropriate regulatory approvaland shall be solely responsible for satistying any and all conditions imposed by regulatoryagencies as part of a regulatory approval. Any fines or penalties levied as a result ofLicensee'sfailure to comply with the terms and conditions of any regulatory approval shall be immediatelypaid and discharged by Licensee, and City shall have no liability, monetary or otherwise, for anysuch fines or penalties. Licensee shall.Indemnify City and the other Indemnified Partieshereunder against all Losses arising in connection with Licensee's failure to obtain or complywith the terms and conditions of any regulatory approval.

(b) City Acting as -Owner ofReal Property. Licensee further understands andagrees that City is entering into this License in its capacity as a property owner or lessee with aproprietary interest in the Premises and not as a regulatory agency with police powers. Nothingin this License shall limit in any way Licensee's obligation to obtain any required approvals fromCity officials, departments, boards or commissions having jurisdiction over the Premises. Byentering into this License, City is in no way modifying or limiting Licensee's obligation to causethe Premises to be used and occupied in accordance with all applicable laws, as provided furtherabove.

11.3. Compliance with City's Risk Management Requirements. Licensee shall not doanything, or permit anything to be done, in or about the Premises which would be prohibited byor increase the rates under a standard form fire insurance policy or subject City to potentialpremises liability. Licensee shall faithfully observe, at its expense, any and all requirements ofCity's Risk Manager with respect to Licensee's use and occupancy of the Premises, so long assuch requirements do not unreasonably interfere with Licensee's use of the Premises.

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This License is and shall be subordinate to any reciprocal easement


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reduction ofBase Fee and Additional Charges during the petiod of such repairs based upon theextent to which such damage and the making of such repairs materially interferes with Licensee'suse or occupancy of the Premises, or (b) City's election to terminate this License as of a' datespecified in such notice. In case of termination, the-Base Fee and Additional Charges shall bereduced as provided above, and Licensee shalI pay such reduced Base Fee and AdditionalCharges up to the date oftermination. .

Notwithstanding anything to the contrary in this License, City shalI have no obligation torepair the Premises or the Building in the event the damage or destruction, and nothing hereinshall affect or limit City's right to terminate this License for any reason or no reason on 30 daysnotice.. In no event shaH City be required to repair any damage to Licensee's Personal Propertyor any paneling, decorations, railings, floor coverings, or any Alterations ins taIled or made on thePremises by or at the expense ofLicensee. In the event the Premises. or the Building issubstantially damaged or destroyed and City intends to rebuild for public purposes inconsistentwith this License, City may tenninate this License upon wtitten notice to Licensee.

14.2. Licensee Waiver. City and Licensee intend that the provisions of this Section 14govern fully in the event of any damage or destructi(;m and accordingly, City and Licensee each'hereby waives the provisions of Section 1932, subdivision 2, Section 1933, subdivision 4, andSections 1941 and 1942 ofthe Civil Code of California or under any similar law, statute orordinance now or hereafter in effect.

15. EMINENT DOMAIN15.1. Definitions.

(a) "Taking" means a taking or damaging, including severance damage;byeminent domain, inverse condemnation or for any public or quasi-pUblic use under law. ATaking rnayoccur pursuant to the recording of a final order of condemnation, or by voluntary (sale or conveyance in lieu ofcondemnation or in settlement of a condemnation action.

(b) "Date ofTaking" mearis the earlier of (i) the date upon which title to theportion of the Property taken passes to and vests in the condemnor or (ii) the date on whichLicensee is dispossessed. '

(c) "Award" means all compensation, sums or anything or value paid,awarded or received for a Taking, whether u r s u ~ n t to judgment, agreement, settlement orotherwise.

15.2. 'General. If during the Term or duting the petiod between the execution ofthisLicense and the Commencement Date, there is any Taking of alI or any part of the Premises orany interest in this License, the tights and obligations of Licensee shall be determined pursuant tothis Section 15. City and Licensee intend that the provisions hereof govern fully Licensee'stights in the event of a Taking and accordingly, Licerisee hereby waives any tight to tenninate

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any Award made specifically to Licensee, for Licensee's relocation expenses or the interruptionof or damage to Licensee's business or damage to Licensee's Personal Property.

15.7. Temporary Takings. Notwithstanding anything to contrary in this Section, if aTaking occurs with respect to all or any part ofthe Premises for a limited period of time not inexcess of one hundred eighty (180) consecutive days, this License shall remain unaffectedthereby, and Licensee shall continue to pay fee and to perform all of the terms, conditions andcovenants of this License. In the event of such temporary Taking, Licensee shall be entitled toreceive that portion of any Award representing compensation for the use or occupancy of thePremises during the Term up to the total fee owing by Licensee for the period of the Taking, andCity shall be entitled to receive the balance of any Award.

16. ASSIGNMENT AND SUBLETTING16.1. Restriction on Assignment and Subletting. Licensee shall not directly orindirectly (including, without limitation, by merger, acquisition or other transfer of any

controlling interest In Licensee), voluntarily or by operation of law, sell, assign, encumber,pledge or otherwise transfer (collectively, "Assigmnent") any part of its interest in or rights withrespect to the Premises, or permit any portion of the Premises to be occupied by anyone otherthan itself, or sublet or license any portion of the Premises (collectively, "Subletting"), withoutCity'S prior written consent in each instance.

17. DEFAULT; REMEDIES17.1. Events ofDefault. Any ofthe.following shall constitute an event of default by

Licensee hereunder:(a) a failure to pay Base Fee or Additional Charges when due, and such failure

continues for three (3) days after the date ofwritten notice by City .(b) a failure to comply with any other covenant, condition or representation

made under this License and such failure continues for fifteen (IS) days after the date ofwrittennotice by City, provided that if such default is not capable of cure within such IS-day period,Licensee shall have a reasonable period to complete such cure ifLicensee promptly undertakesaction to cure such default within such IS-day period and thereafter diligently prosecutes thesame to completion within sixty (60) days after the receipt of notice of default from City. Cityshall not be required to provide such notice more than twice in any twelve (12) month period andafter the second notice in any calendar year, any subsequent failure by Licensee during such 12-month period shall constitute an event of default hereunder;

(c) a vacation or abandonment ofthe Premises for a continuous period inexcess of five (5) business days;

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(d) Licensee defaults under the Grant Agreement or any other agreementbetween City and Licensee; or

(e) an appointment of a receiver to take possession of all or substantially all ofthe assets of Licensee, or an assignment by Licensee for the benefit of creditors, or any actiontaken or suffered by Licensee under any insolvency, bankruptcy, reorgat'\ization, moratorium orother debtor relief act or statute, whether now existing or hereafter amended or enacted, if anysuch receiver, assignment or action is not released, discharged, dismissed or vacated within sixty(60) days.

17.2. Remedies. Upon the occurrence of an event of default by Licensee, City shall,without further notice or demand of any kind to Licensee or to anyother person, have the right totenninate this License or the Grant Agreement in addition to any rights and remedies available toCity at law or in' equity.

17.3. City 's Right to Cure Licensee's Defaults. If Licensee defaults in the performanceof any of ts obligations under this License, then City may, at its sole option, remedy such defaultfor Licensee's account and at Licensee's expense by providing Licensee with three (3) days' priorwritten or oral notice of City's intention to cure such default (except that no such prior noticeshall be required in the event of an emergency as detennined by City). Such action by City shalInot be construed as a waiver of such default or any rights or remedies of City, and noth ing hereinshall imply any duty of City to do any act that Licensee is obligated to perform. Licensee shallpay to City upon demand, as additional fee, all costs, damages, expenses or liabilities incurred byCity, including, without limitation, reasonable attorneys' fees, in remedying or attempting toremedy such default. Licensee's obligations under this Section shallsurvive the termination of

. this License.

18. WAIVER OF CLAIMS; INDEMNIFICATION18.1. Limitation on City'S Liability; Waiver of Claims. City shall not be responsible fo r

or liable to Licensee, and Licensee hereby assumes the risk of, and waives and releases City andits Agents from all Claims (as defined below) for, any injury, loss or damage to any person orproperty in or about the Premises by or from any cause whatsoever including, without limitation,(i) any act or omission of persons occupying adjoining premises or any part of the Buildingadjacent to or connected with the Premises which are not occupied by City, (ii) theft, (iii)explosion, fire, steam, oil, electricity, water, gas or rain, pollution or contamination, (iv) stopped,leaking or defective Building Systems, (v) Building defects, and (vi) any other acts, omissions orcauses. Nothing herein shall relieve City from liability caused solely and directly by the grossnegligence or willful misconduct of City or its Agents, but City shall not be liable under anycircumstances for any consequential, incidental or punitive damages.

18.2. Licensee' s Indemnitv. Licensee, on behalf of itself and its successors and assigns,shall indemnify, defend and hold harmless (".Indemnify") City including, but not limited to, all ofits boards, conunissions, departments, agencies and other subdivisions, including, without

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19.4. Waiver ofSubrogation. Notwithstanding anything to the contrary containedherein, City, in the event that City does not self-insure, arid Licensee (each a "Waiving Party")each hereby waive any right of recovery against the other party and against any other partymaintaining a policy of insurance covering the Building or the contents, or any portion thereof,for any loss or damage maintained by such other party with respect to the Building or thePremises or any portion thereof or the contents ofthe same or any operation therein, whether ornot such loss is caused by the fault or negligence of such other party, to the extent (i) such loss ordamage is actually recovered from valid and collectible insurance covering the Waiving Party,and (ii) the Waiving Party's insurance carrier agrees to its written waiver of right to recover suchloss or damage.

20. ACCESS BY CITYCity reserves for itself and any of its designated Agents, the right to enter the Premises as

follows: (i) on a regular basis without advance notice to supply any necessary or agreed-uponservice to be provided by City hereunder; (ii) on an occasional basis, at all reasonable times aftergiving Licensee reasonable advance written or oral notice, to show the Premises to prospectiveLicensees or other interested parties, to post notices of non-responsibility, to conduct anyenvironmental audit of Licensee's use ofthe Pretnises, to repair, alter or improve any part of theBuilding, Bui lding Systems or the Premises, and for any other lawful purpose; and (iii) on anemergency basis without notice. whenever City believes that emergency access is required. Cityshall have the right to use any means that it deems proper to open doors in an emergency in orderto obtain access to any part of the Premises, and any such entry shall not be construed or deemedto be a forcible or unlawful entry into or a detainer of, the Premises, or an eviction, actual orconstructive, of Licensee from the Premises or any portion thereof. Licensee shall not alter anylock or install any new or additional locking devices without the prior written consent of City.All locks installed in the Premises (excluding Licensee's vaults, safes or special security areas, ifany, designated by Licensee in writing to City) shall be by keyed to the Building master keysystem, and City shall at all times have a key with which to unlock all such doors.

21. LICENSEE'S CERTIFICATESLicensee, at any time and from time to time upon not less than ten (10) days' prior notice

. from City, shall execute and deliver to City or to any party designated by City a certificatestating: (a) that Licensee has accepted the Premises, (b) the Commencement Date and ExpirationDate of this License, (c) that this License is unmodified and in full force and effect (or, iftherehave been modifications, that the License is in full force and effect as modified and stating themodifications), (d) whether or not there are ihen existing any defenses against the enforcement ofany of Licensee' s obligations hereunder (and if so, specifYing the same), (e) whether or not thereare any defaults then existing under this License (and ifso specifYing the same), (f) the dates, i fany, to which the Base Fee and Additional Charges have been paid, and (g) any other informationthat may be required.

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22. RULES AND REGULATIONSLicensee shall faithfully comply with the rules and regulations attached to this License as

Exhibit D (Building Rules and Regulations) and all modifications thereof and additions theretothat City may from time to time put into effect (the "Rules and Regulations"), City shall not beresponsible for the non-performance of the Rules and Regulations by any other Licensee oroccupant of the Property. In the event of anyconflict between any provision of this License andany provision ofthe Rules and Regulations, this License shall control.

23. (INTENTIONALLY OMITTED)

24.. SURRENDER OF PREMISESUpon the Expiration Date or other termination ofthe Term of this License, Licensee shallimmediately peaceably quit and surrender to City the Premises together with all Alterations

approved by City in good order and condiiion, except for normal wear and tear after Licensee'shaving made the last necessary repair required on its part under this License, and further exceptfor any portion of the Premises condemned and any damage and destruction for which Licenseeis not responsible hereunder, The Premises shall be surrendered free and clear of all liens andencumbrances other than liens and encumbrances existing as of the date of this License and anyother encumbrances created by City, Innnediately before the Expiration Date or othertermination of this License, Licensee shall remove all ofLicensee's Personal Property asprovided in this License, and repair any damage resulting from the removal. If such removal isnot completed at the expiration or other termination of this License, City may remove the same atLicensee's expense. Notwithstanding anything to the contrary in this License, City can elect atany time prior to the Expiration Date or within thirty (30) days after termination of this License,to require Licensee to remove, at Licensee's sole expense, all or part of the Alterations or otherimprovements or equipment constructed or installed by or at the expense of Licensee, Licenseeshall promptly remove such items and shall repair, at its expense, any damage to the Premises orthe Building resulting from such removal, or if Licensee fails to repair, City may do so, atLicensee's expense, Licensee's obligations under this Section shall survive the Expiration Dateor other termination of this License, Any items ofLicensee's Personal Property remaining in thePremises after the Expiration Date or sooner termination of this License may, at City's option, bedeemed abandoned and disposed of in accordance with Section 1980 e t ~ , of the CaliforniaCivil Code or in any other manner allowed by law.

Concurrently with the surrender of the Premises, Licensee shall, if requested by City,execute, acknowledge and deliver.to City a quitclaim deed to the Premises and any other .instrument reasonably requested by City to evidence or otherwise effect the termination ofLicensee's interest hereunder and to effect such transfer or vesting of title to any improvementsor equipment which remain part of the Premises,

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25. HAZARDOUS MATERIALS25.1. Definitions. As used herein, the following tenns shall have the meanings set forth

below:(a) "Environmental Laws" shall mean any present or future federal, state,local or administrative law, rule, regulation, order or requirement relating to Hazardous Material

(including, without limitation, its use, handling, transportation, production, disposal, discharge orstorage), or to health and safety, industrial hygiene or the envirorunent, including, withoutlimitation, soil, air and groundwater conditions.

(b) "Hazardous Material" shall mean any material that, because of its quantity,concentration or physical or chemical characteristics, is at any time now or hereafter deemed byany federal, state or local governmental authority to pose a present or potential hazard to humanhealth, welfare or safety or to the environment. Hazardous Material includes, without limitation,any material or substance defined as a "hazardous substance," or "pollutant" or "contaminant"pursuant to the Comprehensive Environmental Response, Compensation and Liability Actof1980 ("CERCLA", also commonly known as the "Superfund" law), as amended, (42 U.S.C.Sections 960 I et seq.) or pursuant to Section 25316 of the California Health & Safety Code; any."hazardous waste" listed pursuant to Section 25140 of the California Health & Safety Code; andpetroleum, including crude oil or any fraction thereof, natural gas or natural gas liquids.

(c) "Investigate and Remediate" ("Investigation" and "Remediation") shallmean the undertaking of any activities to detennine the nature and extent ofHazardous Materialthat may be located in, on, under or about the Property or that has been, are being or threaten tobe Released into the environment, and to clean up, remove, contain, treat,stabilize, monitor orotherwise control such Hazardous Material. .

(d) "Release" when used with respect to Hazardous Material shall include anyactual or irnminent spilling, leaking, pumping, pouring, emitting, emptying, discharging,inj ecting, escaping, leaching, dumping, or disposing into or inside the Premises, or in, on, underor about any other part of the Property or into the environment.25.2. No Hazardous Materials. Licensee covenants and agrees that neither Licensee norany of its Agents or Invitees shall cause or penni! any Hazardous Material to be brought upon,

kept, used; stored, generated or disposed of in, on or about the Property, or transported to or fromthe Property, with the sole exception that Licensee may keep and use such substances in thePremises in such reasonably limited amounts as are customarily used for general office purposes(such as copy toner and other nonnal office and cleaning supplies) so long as such storage anduse are in compliance with all applicable Environmental Laws at all times. Licensee shall giveimmediate written notice to City of: (a) any action, proceeding or inquiry by any governmentalauthOlity (including, without limitation, the Califomia State Department ofHealth Services, theState or any Regional Water Quality Control Board, the Bay Area Air Quality Management

. district or any local governmental entity) against Licensee with respect to the presence or Releaseor suspected presence or Release ofHazardous Material on the Premises, Building orProperty or



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( (prior to the effective date of such change. Any notice hereunder shall be deemed to have beengiven two (2) days after the date when it is mailed if sent by first class or certified mail, one dayafter the date it is made if sent by overnight courier, or upon the date personal delivery is made.For convenience onhe parties, copies ofnotic.es may also be given be telefacsimile to thetelephone number set forth in the Basic License Information or such other number as may beprovided from time to time; however, neitl).er party may give official ot binding notice byfacsimile. Licensee shall promptly provide City with copies of any and all notices receivedregarding any alleged violation ofhiws or insurance requirements or any alleged unsafe conditionor practice.

26.2. No Implied Waiver. No failure by City to insist upon the strict performance ofany obligation ofLicensee under this License or to exercise any right, power or remedy arisingout of a breach thereof, irrespective of the length of time for which such failure continues, noacceptance of full or paltial Base Feeor Additional Charges during the continuance of any suchbreach, and no accept,mce of the keys to or possession of the Premises prior to the expiration ofthe Telm by any Agent of City, shall constitute a waiver of such breach or ofCity'S right todemand strict co'mpliance with such term, covenant or condition or operate as a surrender of thisLicense. No express written waiver of any default or the performance of any provision hereofshall affect any other default or performance, or cover any other period oftime, other than thedefault, performance or period oftime specified in such express waiver. One or more writtenwaiversof a default Or the performance of any provision hereof shall not be deemed to be awaiver of a subsequent default or perfonnance. AllY consent by City hereunder shall not relieveLicensee of any obligation to secure the consent ofCity in any other or future instance under thetenns ofthis License. .

26.3. Amendments. Neither tills License nor any tenn or provisions hereofmay'bechanged, waived, discharged or terminated, except by a written instrument signed by both partieshereto. Whenever an amendment, waiver, notice, or other instrument or document is to beexecuted by or on behalfofCity,the Director ofProperty ofthe City, or his or her designee, shallbe authorized to execute such instrument on behalfofCity, except as otherwise provided byapplicable law, including City's Charter.

26.4. Authority. I f Licensee signs as a corporation or a partnership, each of the personsexecuting this License on behalfofUcenseedoes hereby covenant and warrant that Licensee is aduly authorized and existing entity, that Licensee has and is qualified to do business inCalifomia, that Licensee has full right and authority to enter into this License, and that each andall of the persons signing on behalfof Licensee are authorized to do so. Upon City's request,Licensee shall provide City with evidence reasonably satlsfactory to City continning theforegoing representations and warranties.

26.5. Parties and Their Agents; Approvals. The words "City" and "Licensee" as usedherein shall include the plural as well as the singular. If there is more than one Licensee, theobligations and liabilities under this License imposed on Licensee shall be joint and several. Asused herein, the term "Agents" when used with respect to either party shall include the agents,employees, officers, contractors and representatives of such party, and the term "Invitees" when

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26.9. Severability. If any provision of this License or the application thereofto anyperson, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder ofthis License, or the application of such provision to persons, entities or circumstances other thanthose as to which it is invalid or unenforceable, shall not be affected thereby, and each otherprovision ofthis License shall be valid and be enforceable to the fullest extent permitted by law.

26.10. Governing Law. This License shall be construed and enforced in accordance withthe laws ofthe State of California and the City's Charter. .

26.11. Entire Agreement. This instrument, including the exhibits hereto, which are madea part of this License, contains the entire agreement between the parties and all prior written ororal negotiations, understandings and agreements are merged herein. The parties further intendthat this License shall constitute the complete and exclusive statement ofits terms and that noextrinsic evidence whatsoever (including prior drafts hereof and changes therefrom) may beintroduced in any judicial, administrative or other legal proceeding involving this License.Licensee hereby acknowledges that neither City nor City's Agents have made any representationsor warranties with respect to the Premises, the Building or this License except as expressly setforth herein,and no rights, easements or licenses are or shall be acquired by Licensee by. .implication or otherwise unless expressly set forth herein.

26.12. Attorneys' Fees. In the event that either City or Licensee fails to perform any ofits obligations under this License or in the event a dispute atises concerning the meaning orinterpretation of any provision ofthis License, the defaulting party or the party not prevailing insuch dispute, as the case may be, shall pay any and all costs and expenses incurred by the otherparty in enforcing or establishing its tights hereunder (whether or not such action is prosecuted tojudgment), including, without limitation, court costs and reasonable attorneys' fees. Forpurposes of this License, reasonable fees of attorneys of City 's Office of the City Attorney shallbe based on the fees regularly charged by ptivate attorneys with the equivalent number of yearsof experience in the subject matter area of the law for which the City Attorney's services wererendered who practice in the City of San Francisco in law firms with approximately the samenumber of attorneys as employed by the Office of the City Attorney.

26.13. Holding Over. Any holding over without City's consent shall constitute a defaultby Licensee and entitle City to exercise any or all of ts remedies as provided herein,notwithstanding that City may elect to accept one or more payments of fee; provided, that all ofthe terms and conditions ofthis License shall continue to apply to Licensee's unauJhorizedoccupancy during such hold over period except for the Base Fee. The Base Fee for any such holddver period shall be increased to an amount equal to one hundred fifty percent (100%) of the thenprevailing market rent for comparable commercial space, as determined by City.

26.14. Time of Essence. Time is of the essence with respect to all provisions of thisLicense in which a definite time for perfonnance is specified.

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. .imposed upon the Premises or upon any equipment or property located thereon without promptlydischarging the same, provided that Licensee, if so desiring, may have reasonable opportunity tocontest the validity ofthe same . (d) San Francisco Administrative Code Sections 23.6-1 and23.6-2 require that the City and County of San Francisco report certain information relating tothis License, and any renewals thereof, to the County Assessor within sixty (60) days after anysuch iransaction, and that Licensee report certain information relating to any assignment of orSublicense under this License to the County Assessor within sixty (60) days after suchassignment or Sublicense transaction. Licensee agrees to provide such information as may berequested by the City to enable the City to comply with this requirement.

26.24. Non-Liability of City Officials. Employees and Agents. No elective or appointiveboard; commission, member, officer, employee or other Agent of City shall be personally liableto Licensee, its successors and assigns, in the event of any default or breach by City or for anyamount which may become due to Licensee, its successors and assigns, or for any obligation ofCity under this Agreement. .

26.25. Wages and Working Conditions. With respect to the construction of anyAlterations, any employee performing services for Licensee shall be paid not less than the highestprevailing rate of wages as required by Section A7.204 ofthe City and County of San FranciscoCharter and Sections 6.33 through 6.45 of the San Francisco Administrative Code, shall besubject to the same hours and working conditions, and shall receive the same benefits as in eachcase are provided for similar work performed in San Francisco, California. Licensee shallrequire any contractor to provide, and shall deliver to City every two weeks during anyconstruction period, certified payroll reports with respect to all persons performing labor in theconstruction of the Licensee Improvement Work or any Alterations on the Premises.

26.26. Non-Discrimination in City Contracts and Benefits O r d i n a n c e ~(a) Covenant Not to Discriminate. In the performance of this License,Licensee covenants and agrees not to discriminate on the basis ofthe fact or perception of a

person 's race, color, creed, religion, national origin, ancestry, age, sex, sexual orientation, genderidentity, domestic partner status, marital status, disability, weight, height or Acquired ImmuneDeficiency Syndrome or HIV status (AIDSIHIV status) against any employee of, any Cityemployee working with, or applicant for employment with Licensee, in any ofLicensee'soperations within the United States, or against any person seeking accommodations, advantages,facilities, privileges, services, or membership in all business, social, or other establishments ororganizations operated by Licensee.

(b) Subcontracts. Licensee shall include in all a s s i ~ e n t , subleases or othersubcontracts relating to the Premises a non-discrimination clause applicable to such assignee,subtenant or other subcontractor in substantially the form of subsection (a) above. In addition,Licensee shall incorporate by reference in all assignments, subleases, and other subcontracts theprovisions of Sections 12B.2(a), 12B.2(c)-(k), and 12C.3 of the San Francisco AdministrativeCode and shall require all assignees, subtenants and other subcontractors to comply with such

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prOVISIOns. Licensee's failure to comply with the obligations in this subsection shall constitute amaterial breach of this License.(c) Non-Discrimination in Benefits. Licensee does not as of the date of this

License and will not during the Term, in any of its operations or in San Francisco or with respectto its operations under this License elsewhere within the United States, discriminate in theprovision ofbereavement leave, family medical leave, health benefits, membership ormembership discounts, moving expenses,.pen.sion and retirement benefits or travel benefits, aswell as any benefits other than the benefits specified above, between employees with domesticpartners and employees with spouses, andlor between the domestic partners and spouses of suchemployees, where the domestic partnership has been registered with a governmental entitypursuant to state or local law authorizing such registration, subject to the conditions set forth in'Section 12B.2(b) of the San Francisco Administrative Code.(d) HRC Form. As a condition to this License, Licensee shall execute the"Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits" form (Form HRC-12B-101) with supporting documentation and secure the approval ofthe form by the San FranciscoHuman Rights Commission.(e) . Incorporation ofAdministrative Code Provisions by Reference. Theprovisions ofChapters 12B and 12C ofthe San Francisco Administrative Code relating to nondiscrimination by parties contracting for the License ofCity property are incorporated in thisSection 26.26 by reference and made a part of this Agreement as though fully set forth herein.Licensee shan comply funy with and be bound by all of the provisions that apply to this License

(

. under such Chapters of the Administrative Code, including but not limited to the remedies .provided in such Chapters. Without limiting the foregoing, Licensee understands that pursuantto Section 12B.2(h) of the San Francisco Administrative Code, a penalty of $50 for each personfor each calendar day during which such person was discriminated against in violation ofthe .provisions of this License may be assessed against Licensee andlor deducted from any payments~ ~ ~ (

26.27. No Relocation Assistance; Waiver ofClaims. Licensee aclmowledges that it willnot be a displaced person at the time this License is terminated or expires by its own terms, andLicensee funy RELEASES, WAWES AND DISCHARGES forever any and all Claims against,and covenants not to sue, City, its departments, cOnllnissions, officers, directors and employees,and an persons acting by, through or under each of them, under any laws, includihg, withoutlimitation, any and all claims for relocation benefits or assistance from City under federal andstate relocation assistance laws (including, but not limited to, California Government CodeSection 7260 et seq.), except as otherwise specifically provided in this License with respect to aTaking.

26.28. MacBride Principles - Northern Ireland. The City and County ofSan Franciscourges companies doing business in Northern Ireland to move toward resolving employmentinequities and encourages then to abide by the MacBride Principles as expressed in SanFrancisco Administrative Code Section 12F.l, et seq. The City and County ofSan Francisco also



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urges San Francisco companies to do business with corporations that abide by the MacBridePrinciples. Licensee acknowledges that it has read and understands the above statement of theCity and County of San Francisco conceming doing business in Northern Ireland.

26.29. Tropical Hardwood and Virgin Redwood Ban. The City and County of SanFrancisco urges .companies not to import, purchase, obtain or use for any purpose, any tropicalhardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product.Except as expressly pennitted by the application of Sections 12I.3.b and 12I.4.b of the SanFrancisco Administrative Code, Licensee shall not provide any items to the construction oftheAlterations, or otherwise in the performance of this License which are tropical hardwoods,tropical hardwood wood products, virgin redwood, or virgin redwood wood products. In theevent Licensee fails to comply in good faith with any of the provisions of Section 121 of the SanFrancisco Administrative Code, Licensee shall be liable for liquidated damages for eachviolation in any amount equal to Licensee 's net profit on the contract, or five percent (5%) of thetotal amount ofthe contract dollars, whichever is greater.

26.30, Sunshine Ordinance. In accordance with Section 67.24(e) of the San FranciscoAdministrative Code, contracts, contractors' bids, leases, agreements, responses to Requests forProposals, and all other records of communications between City mid persons or firms seekingcontracts will be open to inspection immediately after a contract has been awarded. Nothing inthis provision requires the disclosure of a private person 's or organization's ne t worth or otherproprietary financial data submitted for qualification for a contract, lease, agreement or otherbenefit until and unless that person or organization is awarded the contract, lease, agreement orbenefit. Information provided which is covered by this Section will be made available to thepublic upon request.

26.31. Pesticide Prohibition. Licensee shall comply with the provisions of Chapter 39 ofthe San Francisco Administrative Code (the "Pesticide Ordinance") which (i) prohibit the use of .certain pesticides on City property, (ii) require the posting of certain notices and the maintenanceof certain records regarding pesticide usage and (iii) require Licensee to submit to Department ofReal Estate an integrated pest management ("IPM") plan that (a) lists, to the extent reasonablypossible, the types and estimated quantities of pesticides that Licellsee may need to apply to thePremises during the terms ofthis License, (b) describes the steps Licensee will take to meet theCity's IPM Policy described in Section 39.1 of the Pesticide Ordinance and (c) identifies, byname, title, address and telephone number, an individual to act as the Licensee's primary IPMcontact person with the City. .



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26.32. First Source Hiring Ordinance. The City has adopted a First Source HiringOrdinance (Board of Supervisors Ordinance No. 264-98), which establishes specificrequirements, procedures and monitoring for first source hiring of qualified economicallydisadvantaged individuals for entry level positions. Within thirty (30) days after the City andCounty ofSan Francisco Department ofRea Estate adopts a First Source Hiring Implementationand Monitoring Plan in accordance with the First Source Hiring Ordinance, City shall enter into aFirst Source Hiring Agreement meeting applicable requirements ofSection 83.9 of the FirstSource Hiring Ordinance. .

26.33. Conflicts of Interest. Licensee states that it is familiar with the provisions ofSection C8.105 of the San Francisco Charter and certifies that it knows ofno facts which wouldconstitute a violation of such provisions. Licensee further certifies that it has made a completedisclosure to the City of all facts bearing on any possible interests, direct or indirect, whichLicensee believes any officer or employee of the City presently has or will have in this License orin the performance thereof or in any portion of the profits thereof. Willful failure by Licensee tomake such disclosure, if any, shall constitute grounds for the City's termination and cancellationofthis License.

26.34. Charter Provisions. This License is governed by and subject to the provisions ofthe Charter of the City and County ofSan Francisco.26.35. Drug-Free Workplace. Licensee acknowledges that pursuant to the Federal Drug

Free Workplace Act of 1989, the unlawful manufacture, distribution, possession or use of a. controlled substance is prohibited on City premises. Licensee agrees that any violation of thisprohibition by Licensee, its Agents or assigns shall be deemed a material breach of this License.

26.36. Prohibition ofTobacco Advertising. Licensee acknowledges and agrees that noadvertising of cigarettes or tobacco products is allowed on any real property owned by or underthe control of the City, including the Premises and the Property. This prohibition includes theplacement of the name ofa company producing selling or distributing cigarettes or tobaccoproducts or the name of any cigarette or tQbacco product in any promotion of any event orproduct. This prohibition does not apply to any advertisement sponsored by a state, local ornonprofit entity designed to communication the health hazards of cigarettes and tobacco productsor to encourage people not to smoke or to stop smoking.

26.37. References No reference to this License is necessary in any instrument ordocument at any time referring to the Grant Agreement. Any future reference to the GrantAgreement shall be deemed a reference to such document as amended hereby.

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26.38. Amendments Except as expressly amended as provided herein the GrantAgreement shall continue unmodified and remain in full force and effect. The Grant Agreementand this License constitute the entire agreement between City and Contractor and may not bemodified except by an instrument in writing signed by the party to be charged. In the event ofany conflict between the terms of the Grant Agreement and the terms of this License, the terms ofthe License shall control.

26.39. Requiring Health Benefits for Covered Employees. Unless exempt, Licenseeagrees to comply fully with and be bound by all of the provisions of the Health CareAccountability Ordinance (HCAO), as set forth in San Francisco Administrative CodeChapter 12Q, including the remedies provided, and implementing regulations, as the same maybe amended from time to time. The provisions of Chapter 12Q are incorporated herein byreference and made a partofthis License as though fully set forth. The text of the HCAO isavailable on the web at www.ci.sf.ca.us\HCAO. Capitalized terms used in this Section and notdefined in this License shalIhave the mearungs assigned to such terms in Chapter 12Q.

(a) For each Covered Employee, Licensee shall provide the appropriate heal thbenefit set forth in Section 12Q.3 of the HCAO. If Licensee chooses to offer the health planoption, such health plan shall meet the minimum standards set forth by the San Francisco HealthCommission.

(b) Notwithstanding the above, if the Licensee is a small business as defined inSection 12Q.3(d) of the HCAO, it shall have no obligation to comply with part (a) above.(c). Licensee's failure to comply with the HCAO shall constitute a material breach

ofthis License. City shall notify Licensee ifsuch a breach has occurred. If, within 30 days afterreceiving City's written notice ofa breach of this License for violating the HCAO, Licensee failsto cure such breach or, if such breach cannot reasonably be cured within such period of30 days,Licensee fails to commence efforts to cure within such period, or thereafter fails diligently topursue such cure to completion, City shall have the right to pursue the remedies set forth in .12Q.5(f)(1-S). Each ofthese remedies shall be exercisable individually or in combination withany other rights or remedies available to City.

(d) Any Subcontract entered into by Licensee shall require the Subcontractor tocomply with the requirements of the HCAO and shall contain contractual obligationssubstantially the same as those set forth in this Section. Licensee shall notify City's PurchasingDepartment when it enters into such a Subcontract and shall certify to the Purchasing Departmentthat it has notified the Subcontractor of the obligations under the HCAO and has imposed therequirements of the HCAO on Subcontractor through the Subcontract. Each Licensee shall beresponsible for its Subcontractors' compliance with this Chapter. If a Subcontractor fails. tocomply, the City may pursue the remedies set forth in this Section against Licensee based on theSubcontractor's failure to comply, provided that City has first provided Licensee with notice andan opportunity to obtain a cure of the violation.

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(b) Licensee understands that any public official who approved this contract may notaccept campaign contributions, gifts, or future employment from Licensee except as providedunder the Conduct Code. Licensee agrees to notify any other individuals or entities that may bedeemed "public benefit recipients" under the Conduct Code because of this contract. Uponrequest, Licensee agrees to furnish, before this contract is entered into, such information as anypublic official approving this contract may require in order to ensure such official's compliancewith the Conduct Code. Upon request, the City agrees to provide, before this contract is enteredinto, Licensee with a list ofpublic officials who, under the Conduct Code, approved this contract. .Failure of any public official who approved this contract to abide by the Conduct Code shall notconstitute a breach by either the City or Licensee of this contract. Notwithstanding anything tothe contrary in this contract, neither party shall have the right to terminate the contract due to anyfailure by the other party to provide the information described in this paragraph.

26.41. Further Instruments The parties hereto agree to execute such further instrumentsand to take such further actions as may be reasonably required to carry out the intent ofthisLicense.

26.42. Counterparts. This License may be executed in two or more counterparts, each ofwhich shall be deemed an original, but all ofwhich taken together shall constitute one and thesame instrument.

26.43. Effective Date. This License shall become effective on the date upon which (i)City's Board of Supervisors adopt a resolution approving this License and the Mayor approvesthis License, in their sale and absolute discretion, in accordance with all applicable laws and (ii)this License is duly executed and delivered by the parties hereto.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THISLICENSE, LICENSEE ACKNOWLEDGES AND AGREES THAT NO OFFICER OREMPLOYEE OF CITY HAS AUTHORITY TO COMMIT CITY TO THIS LICENSE UNLESSAND UNTIL CITY'S DIRECTOR OF PROPERTY EXECUTES AND AGREES TO THIS

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LICENSE. THEREFORE, ANY OBLIGATIONS OR LIABILITmS OF CITY HEREUNDERARE CONTINGENT UPON SUCH ACTIONS

City and Licensee have executed this License as of the date first written above.LICENSEE:MARIN DAY SCHOOLS,a California non-profit cOIporation

By: ' / i i i i ~ d ~ & ~ - =It, 'dtc/"'fZ;;:hNjBy:___ - - - ' - - ____Its:__________CITY:CITY AND COUNTY OF SAN FRANCISCO,a municipal corporation

'-.:t:lll'xctor of(per Admin. Code sectIOn 23.31)

APPROVED AS TO FORM:DENNIS J. HERRERA, City Attorney

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LICENSE

EXHIBIT APREMISESIFLOOR PLAN

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EXHIBITC

STANDARD UTILITIES AND SERVICES

The standards set forth below describe the basic utilities and services which are presentlyin effect for the Building. City reserves the right to adopt any nondiscriminatory modificationsand additions to such standards, which do not materially impair Licensee's rights under thisLicense or Licensee's use ofthe Premises. City shall give Licensee reasonable advance notice, inaccordance with the provisions of this License, of any material modifications and additions,which shall be subject to the reasonable approval ofLicensee.

Subject to the terms and conditions of this License, City shall provide the following basic (utilities and serviCes:A. Elevator. Unattended automatic passenger elevator facilities serving the floor(s)on which the Premises are located, on a 24-hour a day, 7-day a week basis. Freight elevator

. service is available upon reasonable advance written request, subject to rules and regulationsestablished by City including hours and days ofusage.B. Ventilation; Heating and Air-Conditioning. Ventilation to the Premises, and air-conditioning and heating to the Premises in season, on a 24-hour a day, 7 -day a week basis, and

at such temperatures and in such amounts as City deems reasonably necessary for thecomfortable occupancy of the Premises, subject to applicable govermnentallaws, ordinances,rules and regulations. Licensee shall not alter, adjust, tamper 'with or in any manner affect theinstallations or facilities supplying climate control to the Building or the Premises.C. Electricity. Electric current to the Premises on a 24-hours a day; 7-days a week

basis, in such quantity as is reasonably detennined by City to service standard office lighting andnormal fractional horsepower machines for the Premises. If Licensee's electrical installation orconsumption is in excess ofthe quantity described above, Licensee shall reimburse City monthlyfor the additional consumption. Licensee shall not connect any apparatus or device with wires,conduits or pipes, or other means by which the services are supplied, for the purpose ofusingadditional or extraordinary amounts of the services without the prior written consent ofCity. Atall times, Licensee's use of electric current shall not exceed the capacity of feeders to theBuilding or the Property or the risers or wiring installation, except as provided in workingdrawings to City.

D. Water. Water available at current points of supply in public areas for drinking andlavatory purposes only, on a 24-hours a day, 7-days a week basis.E. Janitorial Service. Building standard janitorial service to the Premises on a 5-dayper week basis, Monday through Friday, except holidays generally recognized in the City of San

Francisco, provided the Premises are kept reasonably in order by Licensee. Licensee shall pay toH:JR\MarinDaySchoolsLicenseFinai


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EXHIBITDRULES AND REGULATIONS

1. The sidewalks, halls, passages, exits, entrances, elevators and stairways of the Buildingand the Property shall not be obstructed by Licensee or used by it for any purpose otherthan for ingress to and egress from the Premises. City shall in all cases retain the right tocontrol and prevent access to the halls, passages, exits, entrances, elevators, escalatorsand stairways are not for the use of the general public, and City shall in all cases retain theright to control and prevent access thereto of all persons whose preSence in the judgmentof City would be prejudicial to the safety, character, reputation and interests of theBuilding and the Property and its occupants, visitors or invitees, provided that nothingherein contained shall be construed to prevent such access to persons with whomLicensee normally deals in the ordinary course of its business, unless such persons areengaged in illegal activities. Licensee shall not go upon the roof of the Building, exceptin areas that City may designate as "Common Areas" from time to time.

2. No sign, placard, picture, name, advertisement or notice visible from the exterior of thePremises or the Property shall be installed or displayed by Licensee on any part oftheoutside or inside of the Building or the Property without the prior written consent of City.City shall have the right to remove, at Licensee's expense and without notice, any signinstalled or displayed in violation of this rule. All approved signs or lettering shall beprinted, painted, affixed or inscribed at the expense of Licensee by a person approved byCity, which approval will not be unreasonably withheld. Material visible from outsidethe Building or the Property will not be pennitted.

3. The Premises shall not be used for the storage of merchandise held for sale to the generalpublic or for lodging. No cooking shall be done or permitted by Licensee on thePremises, except that use by Licensee of Underwriters' Laboratory-approved microwaveoven and portable equipment for brewing coffee, tea, hot chocolate imd similar beveragesshall be pennitted, provided that such use is in accordance with all applicable federal,state and local laws, codes, ordinances, tules and regulations ..

4. Licensee shall not employ any person or persons other thari the janitor of City for thepurpose of cleaning the Premises, unless otherwise agreed to by City in writing. Exceptwith the written consent of City, no person or persons other than those approved by CityshaH be pennitted to enter the Building for the purpose of cleaning same. Licensee shallnot cause any unnecessary labor by reason of Licensee's carelessness or indifference inthe preservation of good order and cleanliness. Janitor service will not be furnished onnights when rooms are occupied after 9:00 p.m. unless, by agreement in writing, serviceis extended to a later hour for specifically designated rooms.

5. City will furnish Licensee with two (2) keys to the Premises, free of charge. City maymake a reasonable charge for such additional keys and for having locks changed.

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Licensee shall not make or have made additional keys without City's prior writtenconsent, which consent shall not be unreasonably withheld or delayed. Licensee shall notalter any lock or install any new or additional locking devices without the prior writtenconsent ofCity. All locks installed in the Premises, excluding Licensee's vaults andsafes, or special security areas (which shall be designated by Licensee in a written noticeto City), shall be keyed to the Building master key system. City may make reasonablecharge for any additional lock or any bolt (including labor) installed on any door of thePremises. Licensee, upon the termination of its tenancy, shall deliver to City all keys todoors in the Premises. I f Licensee loses any keys, Licensee shall pay City for the cost ofre-keying the Premises.

6. The elevators to be used for the loading of freight shall be available to Licensee inaccordance with such reasonable scheduling as City shall deem appropriate. Licensee.shall schedule with City, by written notice given no less than forty-eight (48) hours inadvance, its move into or out of the Building, which moving shall occur only on weekenddays if required by City; and Licensee shall reimburse City upon demand for anyadditional security or other charges incurred by City as a consequence ofsuch moving.The persons employed by Licensee to move equipment or other items in or out of theBuilding must be accept!lble to City. The floors, comers and walls of elevators andcorridors used for the movingof equipment or other items in or out ofthe Building mustbe adequately covered, padded and protected, and City may provide such padding andprotection, at Licensee's expense, ifCity determines that such measures undertaken byLicensee or Licensee's movers are inadequate. City shall have the right to prescribe theweight, size and position of all equipment, materials, supplies, furniture or other propertybrought into the Building. Heavy objects shall, if considered necessary by City, stand onwood strips of such thickness liS is necessary to properly distribute the weight of suchobjects. City will not be responsible for loss ofor damage t6 any such property from anycause, and all damage done to the Building by moving or maintaining Licensee's propertyshall be repaired at the e x p e n ~ e ofLicensee.

7. Licensee shall not use or keep in the Premises or the Building any kerosene, gasoline orflammable, combustible or noxious fluid or materials or use any method ofheating or airconditioning other than those limited quantities necessary for the operation andmaintenance of normal office equipment. Licensee shall not use, keep or permit or sufferthe Premises to be occupied or used in a maimer offensive or objectionable to City orother occupants of the Building by reason of noise, odors, and/or vibrations, or interferein any way with other Licensees or those

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