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CC Resolution No. 7967 ,#"17 I ,£>1/ Ac..k- c/ . RESOIlJ'I'ION NO. 7967 A :RESOIlJI'ION OF '!HE c:I'fl: CXXJNCIL OF '!HE c:I'fl: OF ClIt'='.íNO AImœ!ZmG EXEa11'ION OF GEaJND lEASE FOR '!HE lEASniG OF PROPERlY TO SANTA CIARA CXXJNl'Y CE:N:mAL FIRE PR:1I'ECl'ION DISTRIcr TO OONS'IRJ'cr AND MAINrAIN A FIRE STATION Nr '!HE SOO!HWEST OORNER OF STELLING ROAD AND SEVEN SPRINGS PARRWAY WHEREAS, the City of CUpertino, as a con:tition of development abtained a certain parcel of land from the Gregory Group for a future fire station at the southwest comer of Stelling Read and Seven Springs Parkway; and WHEREAS, the Santa Clara County Central Fire Protection District is ready to construct a fire station at the aforementioned site; and WHEREAS, there has been presented a proposed IIGrolJrxi Lease" prescribing the terms and con:titions of leasing the aforementioned site to the Santa Clara County Central Fire Protection District; and WHEREAS, the provisions of said "GrolJrxi Lease" have been reviewed and approved by all interested parties; NOO, 'IHEREFORE, BE IT RESOLVED, that the City Council of the City of CUpertino hereby approves the "GrolJrxi Lease" and authorizes its Mayor and the City Clerk to execute said lease in behalf of the city of CUpertino PASSED AND AOOPI'ED at a regular meeting of the City Council of the City of CUpertino this _ day of ~.- , , 1989, by the following vote: vote Members of the City Council AYES: NOES: ABSENT: ABSTAIN: , ATTEST: APPROVED: City Clerk Mayor, City of Cupertino GROUND LEASE Preamble The City of Cupertino, a municipal corporation organized under the laws of the State of California herein after called "lessor," hereby leases to Santa Clara County Central Fire Protection District a fire protection district organized under the laws of the State of California, herein after referred to collec- tively as "lessee" the land and premises, herein called "said premises" in the City of Cupertino, County of Santa Clara, State of California, as more particularly described in Exhibit "A", attached hereto, and incor- porated herein by reference on the following terms and conditions: ARTICLE 1. TERM OF LEASE Fixed Term Section 1.01. The term of this Lease shall be a period of 30 years commencing February 1, 1990, and ending January 31, 2020, unless sooner terminated as herein provided. Upon expiration of the term of this lease, the parties shall negotiate, in good faith, re- newal of its provisions, beyond the original term. Early Termination by Lessor Section 1.02. Lessor shall have the right to term- inate this Lease prior to the expiration of the term if: a) The Lessee fails to utilize the premises for a fire station for a period of six months, or b) The Lessor withdraws from, or is no longer a part of the Central Fire Protection District. ARTICLE 2. RENT Basic Rent Section 2.01. The Lessee agrees to pay to Lessor the sum of one dollar ($1) per year commencing on Febru- ary, 1991 and thereafter continue said yearly payment during the entire term of the lease. Said rent is to be paid to Lessor at City Hall, 10300 Torre Avenue, Cupertino, California 95014. [CC.C/D2/rev. 2] 1 ARTICLE 3. CONDITION AND USE OF PREMISES Principal Use Section 3.01. Said premises shall, during the term of this Lease, be used by Lessee solely for the purpose of a fire station. It is expressly agreed that Lessee is leasing the premises as vacant and unimproved land with the express intention of developing said premises as a fire station by constructing, maintaining and operating thereon a fully operational fire station at Lessee's sole cost. Only Lawful Uses Permitted Section 3.02. Lessee shall not use or permit said premises or any portion of said premises to be improved, developed, used, or occupied in any manner or for any purpose that is in any way in violation of any valid law, ordinance, or regulation of any federal, state, county, or local governmental agency, body, or entity. Furthermore, Lessee shall not maintain, commit, or per- mit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to said premises on said premises or any part of said premises. Condition of the Premises Section 3.03. Lessee takes possession of the premises in an "as is" condition. Lessor makes no warrantees express or implied concerning the condition of the premises. Prior to taking possession, Lessee has the right to conduct all examinations, tests and audits of the property, including, but not limited to, toxic waste tests. At time prior to commencement of construc- tion by Lessee of any structure on the property, Lessee may rescind the provisions of this Lease and its terms shall have no further force and effect if Lessee de- termines, at its sole option, that it does not wish to continue in possession of the premises due to its present condition. ARTICLE 4. UTILITIES Section 4.01. Lessee shall payor cause to be paid, and hold Lessor and the property of Lessor in- cluding said premises free and harmless from, all charges for the furnishing of gas, water, electricity, telephone service, and other public utilities to said premises during the term of this Lease and for the re- moval of garbage and rubbish from said premises during the term of this lease. [CC.C/D2/rev.2] 2 ARTICLE 5. CONSTRUCTION BY LESSEE Section 5.01. Lessee shall, at Lessee's sole cost and expense, construct or cause to be constructed on said premises a fire station, hereinafter called "said fire station," in the manner and according to the terms and conditions specified in this Article. Approval Process Section 5.02. Lessee shall, at Lessee's sole cost, comply with LeSsor's approval process for construc- tion of the fire station including, but not limited to, zoning approvals, subdivision map approvals, architect- ural and site review, and building code compliance. Change in Plans Section 5.03. Any substantial changes in the plans or specifications for said building project must be approved by Lessor. All Work on Written Contract Section 5.04. All work required in the construc- tion of said building project, including any site prepa- ration work, landscaping work, utility installation work as well as actual construction work on said building project, shall be performed only by competent contrac- tors duly licensed as such under the laws of the State of California and shall be performed pursuant to written contracts with such contractors. Ownership of Building Project Section 5.05. Any and all buildings and improve- ments placed or erected on said premises as part of said fire station as well as any and all other alterations, additions, improvements, and fixtures, except furniture and trade fixtures, made or placed in or on said prem- ises by Lessee or any other person shall be considered part of the real property of said premises and on expira- tion or sooner termination of this Lease shall remain on said premises and become the property of Lessor; pro- vided, however, that in the event that the Lease is term- inated prior to expiration of its term as provided in paragraph 1.02 of this Lease, and is terminated within 15 years of the commencement of the term of this Lease, Lessor shall reimburse the Lessee in an amount equal to total cost of construction of the fire station (includ- ing financing costs for a period not to exceed fifteen years) multiplied by a fraction wherein the numerator equals the difference between 15 years and the number of years the Lessee actually operates the fire station and the [CC.C/D2/rev.2] 3 denominator is 15 years depicted algebraically as follows: Total Reimbursement by Lessor to Lessee = Total Cost of Construction (15-actual x Years of Operation) 15 If Lessee operates said fire station for a period greater than 15 years, no reimbursement by Lessor is due to Lessee under the provisions of this paragraph. Reimbursement under this paragraph, at the option of the Lessor, shall either be made, in annual install- ments for a term equal to the difference between 15 years and the number of years of actual operation by Lessee with no interest (debt service having already been included in the total cost of construction) or in a lump sum with an appropriate discount reflecting debt service savings to the Lessee. It is further agreed that upon expiration or termi- nation of this Lease, Lessor retains the option, upon 30 days written notice to Lessee, to require that any and all buildings and improvements placed or erected on said premises as part of the fire station be removed from the premises. The costs of said removal shall be shared on an equal basis between Lessor and Lessee. ARTICLE 6. REPAIRS AND RESTORATION Maintenance by Lessee Section 6.01. At all times during the term of this Lease, Lessee shall, at Lessee's own cost and ex- pense, keep and maintain said premises and all improve- ments now or hereafter on said premises as well as all facilities now or hereafter appurtenant to said premises in good order and repair and in a safe and clean condi- tion. Furthermore, Lessee shall, at Lessee's own cost and expense, maintain at all times during the term of this lease the whole of said premises as well as any improvements, landscaping, or facilities thereon in a clean, sanitary, neat, tidy, orderly, and attractive condition. Requirements of Governmental Agencies Section 6.02. At all times during the term of this lease, Lessee, at Lessee's own cost and expense, shall: (a) Make all alterations, additions, or repairs to said premises or the improvements or facilities [CC.C/D2/rev.2] 4 on said premises required by any valid law, ordi- nance, statute, order, or regulation now or here- after made or issued by any federal, state, county, local, or other governmental agency or entity; (b) Observe and comply with all valid laws, ordi- nances, statutes, orders, and regulations now or hereafter made or issued respecting said premises or the improvements or facilities on said premises by any federal, state, county, local, or other governmental agency or entity; (c) Indemnify and hold Lessor and the property of Lessor, including said premises, free and harmless from any and all liability, loss, damages, fines, penalties, claims, and actions resulting from Lessee's failure to comply with and perform the requirements of this section. Lessee's Option to Restore Section 6.03. Should, at any time during the term of this lease, any buildings or improvements now or here- after on said premises be destroyed in whole or in part by fire, theft, the elements, or any other cause not the fault of Lessor, Lessee may, at Lessee's own cost and expense, repair and restore the damaged or destroyed building, buildings, improvement, or improvements accord- ing to the original plan thereof or according to such modified plans therefore as shall be approved in writing by Lessor. Lessee shall, in addition, have the option of terminating this lease on the last calendar day of any month by giving Lessor at least 30 days' prior writ- ten notice of Lessee's intent to do so and by removing, at Lessee's own cost and expense, all debris and remains of the damaged improvements from said premises where any buildings or improvements now or hereafter on said prem- ises are so damaged or destroyed by fire, theft, the elements, or any cause not the fault of Lessee or Lessor that they cannot be repaired and restored at a cost not exceeding 35 percent of the costs of replacing all build- ings and improvements on said premises, if totally de- stroyed. Application of Insurance Proceeds Section 6.04. Any and all fire or other insurance proceeds that become payable at any time during the term of this lease because of damage to or destruction of any buildings or improvements on said premises shall be paid to Lessee and applied by Lessee toward the cost of re- pairing and restoring the damaged or destroyed buildings or improvements of this lease. [CC.C/D2/rev.2] 5 ARTICLE 7. INDEMNITY AND INSURANCE Indemnity Agreement Section 7.01. Lessor and Lessee shall indemnify, hold harmless, reimburse and defend the other from all liability, damages, loss, costs, and obligations, including court costs and reasonable attorneys' fees, arising out of any claim, suit, judgment, loss or expense occasioned by, but not limited to, injury or death of any person or persons, or loss or damage to, any property, arising from the act or omission of the indemnitor or its officers, agents, contractors, employees, sublessees or invitees. Liability Insurance Section 7.02. Lessee shall, at Lessee's own cost and expense, secure promptly upon execution of this lease and maintain during the entire term of this lease a broad form comprehensive coverage policy of public liability insurance issued by an insurance company ac- ceptable to Lessor and authorized to issue liability insurance in California insuring Lessee and Lessor against loss or liability caused by or connected with Lessee's occupation and use of said premises under this lease in amounts not less than: (a) $1,000,000 for injury to or death to one per- son and, subject to such limitation for the injury or death of one person, of not less than $1,000,000 for injury to or death of two or more persons as a result of anyone accident or incident; and (b) $1,000,000 for damage to or destruction of any property of others. In lieu of said insurance requirement, Lessee may self-insure as provided by law. Fire and Casualty Insurance Section 7.03. Lessee shall, at Lessee's own cost and expense, at all times during the term of this lease keep all buildings, improvements, and other structures on said premises, as well as any and all additions there- to, insured for 80 percent of their full insurance value by insurance companies authorized to issue such insur- ance in California against loss or destruction by fire and the perils commonly covered under the standard ex- tended coverage endorsement to fire insurance policies in the county where said premises are located. [CC.C/D2/rev.2] 6 ARTICLE 8. ASSIGNMENT AND SUBLEASING Permitted Assignments and Transfers Section 8.01. Lessee shall have the right to transfer, assign, or sublease the premises only upon written consent of the Lessor, which consent shall not be unreasonably withheld. ARTICLE 9. DEFAULT AND TERMINATION Termination for Breach by Lease Section 9.01. All covenants and agreements con- tained in this lease are declared to be conditions to this lease and to the term hereby demised to Lessee. Should Lessee in the performance of any covenant, con- dition, or agreement contained in this lease and the default not be cured within 60 days after written notice of the default is served on Lessee by Lessor, then Lessor may terminate this lease and bring action against Lessee as provided for by law for possession and dam- ages. Surrender of Premises Section 9.02. On expiration or sooner termination of this lease, Lessee shall surrender said premises, all improvements in or on said premises, and all facilities in any way appertaining to said premises, to Lessor in as good, safe, and clean condition as practicable, rea- sonable wear and tear excepted. Upon surrender of the premises, Lessor shall have the right to perform the necessary tests to determine whether toxic wastes are present on the property. Should such toxic wastes be present on the property, Lessee shall reimburse Lessor for any and all costs of clean up; upon written demand by Lessor to Lessee; provided that such written demand is made within one year after Lessee surrenders the premises. ARTICLE 10. MISCELLANEOUS Force Majeure -- Delays Section 10.01. Except as otherwise expressly pro- vided in this lease, should the performance of any act required by this lease to be performed by either Lessor or Lessee be prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to secure materials, restrictive governmental laws or regu- lations, or any other cause except financial inability not the fault of the party required to perform the act, [CC.C/D2/rev.2] 7 the time for performance of the act will be extended for a period equivalent to the period of delay will be ex- cused. Attorney's Fees Section 10.02. Should any litigation be commenced between the parties to this lease concerning said premi- ses , this lease, or the right and duties of either in relation thereto, the party, Lessor or Lessee, prevail- ing in such litigatiön shall be entitled, in addition to such other relief as may be granted in the litigation, to a reasonable sum as and for his attorney's fees in such litigation which shall be determined by the court in such litigation or is a separate action brought for that purpose. Governing Law Section 10.03. This lease, and all matters relat- ing to this lease, shall be governed by the laws of the State of California in force at the time any need for interpretation of this lease or any decision or holding concerning this lease arises. Binding on Heirs and Successors Section 10.04. This lease shall be binding on and shall inure to the benefit of the successors and assigns of the parties hereto; Lessor and Lessee, but nothing in this section shall be construed as a consent by Lessor to any assignment of this lease or any interest therein by Lessee except as provided in Article 8 of this lease. Partial Invalidity Section 10.05. Should any provision of this lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this lease shall remain in full force and effect unimpaired by the holding. Sole and Only Agreement Section 10.06. This instrument constitutes the sole and only agreement between Lessor and Lessee re- specting said premises, the leasing of said premises to Lessee, in this lease on said premises, or the lease terms herein specified, and correctly sets forth the obligations of Lessor and Lessee to each other as of its date. Any agreements or representations respecting said premises, their leasing to Lessee by Lessor, or any other matter discussed in this lease not expressly set forth in this instrument are null and void. [CC.C/D2/rev.2] 8 Validi ty Section 10.07. Lessor and Lessee certifies that this lease has been read and approved as to the form by their respective attorneys and that adherence to its provisions are within the powers of Lessor and Lessee granted to them by statute. EXECUTED on Santa Clara County, California. , 19 , at San Jose, LESSOR Dated: 1. -6-, In" 19~o ~ f2~~ yor / APPROVED AS 0 FORM c~l /:Lw., City Attorney ATTEST: i#¥-~ Ci Y Cl LESSEE Dated: Central Fire District by COUNTY COUNSEL [CC .C/D2/rev. 2] 9 " ".- RECc:.RDING REQUESTED BV . ORIGINAL ...0 w..... "C:O_D ...... '0 I {j ì RETURN TO crnr OF CUPERTINO "')~"O TORRE AVe. L ";'_ PERTI~ CA 9!Sot4 I F~-'" '-"'ORDANCIIIi I _....11..·_10 - I ì l ¡..! L ..J , 71 K 096PA6~ 778 921B035 - - - t't..!:> FOR RE(,;UH.D (;/1$~ Art 3 12 z, PH '81 OffICA~ AECOAO$ IANT A CLARA COUNTY ~.UAIE KANE RECORDER (;.... -- fC FEE MF MICRO 'UIDT M'£. ev .- --- C¡.." ... SPACE AeaVE THIS LINE 1"0" RECORDER'S USE Grant Deed GO....HC TNI. I'OIlllN "U"N._HaD .... TIIIIU.TOllla "CUIIIII TY ....VIC. 18UI19 - · u · < · The undenil.aed .tantor(.) declare(.): Documentary t,..fer lu i. , ( ) computed on fun value of property conveyed, or ( ) computed on full value leu value of lie... and encumbrance. remainiq at lime of Ale. ( ) Unincorpor.1ed ana, ( ) Cioy 01 . &ad FOR A VALUABLE CONSIDERATION. _ipt 01 which is be1ehy .cknowledpd. DOROTHY ANNE LYDDON, also known as DOROTHY A. LYDDON. also known as DOROTHY LYDDON · ~ hf'reby GRANT(S) 10 · the City of Cupertino, a municipal corporation · o o " ~ the follo.ine _ribed real property ill the Counoy 01 SantA Clara City of CUpertino I State of California: SEE A'1"1'ACIIBD DESCRIPTION EXHIBIT "A" IIND EXHIBIT "B" INCOJUlOBATED HEREIN ¡; J! ~ z .~ ~ ¡¡ :!! ~,/~..,~aJ DOROTHY LYDDON J DoIocI Fe6~', {'(Ii? Sta~ 01 California Count)' 01 ~'\.. .f;y... tIt# ':W'''b o.~dN~~ before me, \ the uncle,...,.. Noury Public, )treonall)' ap NIl nn~n.hy a~ftA Tyññnft o IMreonall)' known &0 m. o proved &0 11M on the bai, or..Uelac:&My .yidence &0 be the penonl,. whoM name(,. ; Q .ubKribed &0 the within inttrument. and ac:knowlt'dpd that --She.. .ucuted it. WrrNESS m)' ha otflci.1 ..al. 19-aJ @ ............... , IIOIIEIII T, FREY .' _MY PUaJC.CAlI"OIfM SoIII fR.\HQSCO COUNTY ..,c-.ú...... U.I_ NOYry'. SipatuA (Till. o,~~ ,... """,oJ "",.".1 ....11 Tille Ord« No. £acrow. Loan 01 Attorn., FUe No. MAIL TAX STATEMENTS AS OIRECTI!:D ABOVE · . ., Ruth and Going, Inc. , r---" ;--i-_ ( , 'w' ", ' ~ , - - December 4, 1986 Reviseà January 15, 1987 17095-128 EXHIBIT "A" Description Of The Lanàs Of Lyddon TO Be Granted To Tbe City Of Cupertino por A Pire Station K 096PA6~ 779 All of that certain real property situate in the City of Cupertino, County of Santa Clara, State of California describeà as follows: Portions of those certain parcels of lanà àescribeà as Parcels NO. 7 anà No. 8 in the Decree of pinal Distribution in the matter of the Estate of Jack Ryburn Lyààon, a copy of the instrument for which Decree was recoràeà April 27, 1977 unàer Recoràers File No. 5624194 in Book C 773 of Official Records, page 79, Santa Clara County Recoràs and being more particularly àescribeà as follows: BEGINNING at the Northeasterly corner of said Parcel No. 7 in the centerline of Stelling Roaà, saià corner also being the Northeasterly corner of that certain 1.530 acre parcel of lanà shown upon that certain Recorà of Survey filed June 28, 1974 in Book 342 of Maps at pages 34 through 37 inclusive, Santa Clara County Records: thence from said point of beginning along the Northerly line of said 1.530 acre parcel, South 890 27' 42' West 214.56 feet to the Northwesterly corner of said 1.530 acre parcel; thence along the Westerly line of saià 1.530 acre parcel South 190 25' 47' East 69.01 feet to a point in the Southerly line of future Seven Springs Parkway (65.00 feet wide), saià point being the TRUE POINT OP BEGINNING of this àescription: thence along the said So~therly line the following three courses anà distances: Easterly along a curve to the right, from a point with a raàial bearing of North 020 33' 40' West, with a raàius of 470.00 feet, through a central angle of 020 01' 22", an arc length of 16.59 feet, North 890 27' 42' East 130.36 feet, anà Southeasterly anà Southerly along a tangent curve to the right, with a radius of 20.00 feet, through a central angle of 900 11' 00', an arc length of 31.,48 feet to a line parallel wi th, anà 25.00 feet Westerly of the saià centerline of Stelling Roaà; thence along said parallel line South 000 21' 18' East 209.95 feet to a line parallel with, and 295.00 feet Souther ly of, measureà at right angles to, saià Norther ly line of said 1.530 acre parcel: thence along last nameà parallel line South 890 27' 42" West 87.67 feet to the said Westerly line of saià 1.530 acre parcel: thence along last named line, North 190 25' 47' West 242.78 feet to the saià true point of beginning anà cOntaining 0.671 acres of land, more or less. EXHIBIT "A" 0159D " :! K 09 6PAGE 7gu -~- LANDS OF WILUMtS t- o . '-",,,.,.., FUTURE SEVEN . SPRINGS PARKWI'Y ~ I""~'UT. 4tH' \ ' ~t~ ~ ~ ~ ~~ '" II: ,~ ~ . ~ 0.1171 #II;. '" ~ ('\ H" '" ~ Z :¡ ..J 1&.1 :... "en "'" . I: ~~4"~ o~r,.", PLAT TO ACCOMPANY THE DESCRIPTION OF THE LANDS OF LYDDON TO BE DEDICATED FOR THE FUTURE FIRE STATION OF THE CITY OF CUPERTINO DAWN.: N CHKD.: DEPT.: t'/Y/L R~GRuth and Going. Inc. CIVIl. ENGINEERS . UNO SllVEYIIRS iii 1M! AUICIA UN -. CM..-JA .1. ... 117-.n SCAl..E: r'/H' 0 DA TE: , ~u. /'''' .JOB.' IT/?,f J;'VJ.:TRTm "DII "NO FEE" City of CUpertino K 096fJflGE 781 CERl'IFICATE OF ACCEPrANCE is hereby given in order to OCII'ply with the provisions of Section 27281 of the Government Code. '!his is to certify that the interest in real property conveyed by the deed or grant dated December 23, 1986, fran DORCIIHY ANNE LYDOON, A!<A OORCmfY A. LYIX:X:N, A!<A OORCmfY LYDOON to City of OJpertino, a governmental agen::y, is hereby aocepted by order of the City Ca.n::il on March 30, 1987, am the grantee consents to recordation thereof by its duly authorized officer. Dated: APril 3. 1987 By: ~ K 096PAGE 78:¿ RESOWl'ION 00. 7124 A RE'3OWl'ICN OF 'IRE ClT\( CXXJNC:IL OF 'IRE ClT\( OF aJPERl'INO ~.1'J.NG GRAm' DEED OF REAL ~ FKH IXRmiY ANN I.YDI:X:H, AIßO l<NCMN AS ~ A. I.YDI:X:H, AIßO l<NCMN AS ~ I.YDI:X:H; FEE SIMPIE CHŒRSHIP OF PARCEL OF lAND FOR FIRE STATICN SITE; WEST SIDE OF STELLING SCX7lH OF SE.V!N SPRINGS PARI<WAY; ~ 0.671 AæE ~, Dorothy Ann I¥àdCn, also known as Dorothy A. ~, also kncwn as Dorothy ~, has executed a grant deed which is in qood and sufficient form granti¡q to the City of OJpertino, Ccunty of Santa Clara, State of Califomia, the fee title to certain real property for a fire station site, situate in the City of OJpertino, more particularly described in Exhibits "A" and "B", attached hereto and made a part hereof, which is as follows: All that certain real property situate in the City of OJpertino, Ccunty of Santa Clara, State of California, OX'ISisting of ~tely 0.671 acre, located at the wst side of Stelling south of Seven Springs Parkway. Naf, 'l1ŒRfl'~, BE IT RESOLVED that the City of 0Jpertin0 aooept said grant so tendered; and IT IS RJR1HER RE'3OLVED that the City Clerk be and she is hereby authorized to record said grant deed and this resolution. PASSED AND AOOPl'ED at a regular meetin:7 of the city Ccuncil of the City of 0Jpertin0 this 30th day of Marcn-~ , 1987 by the following vote: ~ -t"S of tf\è City Ccuncll AYES: OOES: ABSEm': ABSTAIN: Gatto, Plungy, Rogers. Spsrks None Johnson None &'.1="l': APÆD\1ED: /s/ Dorothy Cornelius City Clerk /s/ W. Reed Sparks Mayor, City of 0Jpertin0