CC Resolution No. 00-073RESOLUTION NO. 00-073
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
AUTHORIZING EXECUTION OF GROUND LEASE BETWEEN THE SANTA
CLARA COUNTY CENTRAL FIRE PROTECTION DISTRICT AND THE CITY
OF CUPERTINO
WHEREAS, there has been presented to the City Council a proposed Agreement
between the Santa Clara County Central Fire Protection District and the City of
Cupertino; and
WHEREAS, the terms, conditions and provisions of the agreement have been
reviewed and approved by the Director of Administrative Services and the City Attorney.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Cupertino hereby approves the aforementioned agreement and authorizes the Mayor to
execute said agreement on behalf of the City of Cupertino.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Cupertino this 22nd day of February 2000, by the following vote:
Vote
Members of the City Council
AYES: Burnett, Chang, James, Statton
NOES: None
ABSENT: Lowenthal
ABSTAIN: None
ATTEST:
City Clerk
,~~APPR VED:
~ayor, City of Cupertino
GROUND LEASE
THIS GROUND LEASE ("Lease") is dated for reference purposes as of
~and is made and entered into by the Santa Clara County Central Fire Protection District, a
special district of the State of California ("Lessor" or "Districf'), and the City of Cupertino ("Lessee" or
"City").
1. Recitals. This Lease is made with reference to the following intentions:
1.1 Lessor is the owner of certain real property located ia the City of Cupertino at
20235 Stevens Creek Blvd. at Stevens Creek Blvd. and Vista Drive.
1.2 The Board of Supervisors, which serves as the governing Board of District
("Board of Directors"), has determined that a portion of the Stevens Creek site as shown on Exhibit
"A' and hereinafter referred to as "Development," is not currently required for the use by the District.
The parties acknowledge that Lessor is currently constructing a new fire station, and upon completion,
the final boundary line of the Development will be determined. Current estimates of the surplus parcel
area is approximately 1 to 1.2 acres. The parcel reserved to the District is referred to as the "Fire
Station parcel."
1.3 The District has sent notices required by law offering the property to affordable
housing sponsors, parks and school districts. The City of Cupertino responded to the offer, with a
proposal for an affordable housing project, and this Lease is the result of negotiations between the
District and the City for that purpose. The Board of Directors has determined that the best use of the
site is an affordable housing project, which is currently unimproved.
1.4. Lessee desires to lease the Development from Lessor for use as aa affordable
housing project. Lessor desires to lease the Development to Lessee upon the terms and conditions set
forth herein.
1.5. The parties hereto intend that Lessor's fee interest in the Development shall at
all times be and remain unsubordinated to any Leasehold Mortgage (as hereafter defined) except for a
Mortgage in favor of Cupertino National Bank which may be imposed upon Lessee's leasehold interest
hereunder and/or upon any Lessee improvements, and that nothing contained in this Lease shall be
construed as an agreement by Lessor to subject its fee interest in the Development to any other lien.
1.6 An appraisal report places a valuation of the Land at approximately $2 million,
and the parties have agreed to apply a discount factor in consideration of the nature of the transaction
as a lease rather than sale, and in consideration of the receipt of all rent in advance. The City has
offered, and the District has accepted, that the present value of the lease is $1.8 million.
of this Lease and end on the last day of the following December, and the last Lease Year shall begin on
January 1 of the last Lease Year and end on the last day of the Lease Term.
n) "Lessee" is City of Cupertino or approved assignee.
o) "Tenants" shall mean the residents of the affordable housing units and CCS
which is authorized by the Lessee to occupy the dwelling units.
2. Exhibits.
The following.exhibits are attached to and made part of this Lease:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Description of the Land
Confirmation of Lease Commencement Date
Preliminary Title Report and Title Exceptions - Stevens Creek Property
Grant Deed to Seven Springs Property
Permitted Exception to title to Seven Springs Property
3. Term and Commencement Date.
3.1 Lease of Land
a) The Lessor leases the Land to the Lessee, and the Lessee leases the Land
from the Lessor, pursuant to the terms of this Lease.
b) The parties shall cause a memorandum of this Lease to be recorded
against the Land in the Official Records of the County of Santa Clara.
c) As a condition of releasing its signature on this Lease from escrow, the
Lessee has obtained title insurance insuring Lessee's interest in the Land subject only to the exceptions
set forth in the attached Extfibit C,
d) The closing costs associated with execution of this Lease and
recordation of a memorandum of this Lease shall be allocated as follows: recording charges (if any),
county documentary transfer tax (if any), and conveyance taxes (if any) shall be borne by the Lessor.
The cost of the Lessee's tire insurance policy shall be borne by the Lessee. All other expenses, fees or
costs (except for attorney's fees and costs) incurred in connection with the leasehold conveyance shall
be divided equally between the parties. Each party shall bear its own attorney's fees and legal costs.
e) Except as otherwise provided in this Lease, the Lessee accepts the Land
in its "as is" physical condition, without representation or warranty as to its physical condition or
suitability for Development.
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4.1 Payment of Rent.
Lessee shall pay in advance the rent described in paragraph 4 above immediately upon
delivery of possession of the Land to Lessee by Lessor. Payment of the rent shall include delivery ora
Grant Deed to the Land and buildings and all other improvements on Seven Springs Parkway (''the
Seven Springs property"), in a form suitable for recordation, which conveys title to the Lessor. The
parties agree that the value of the Seven Springs property is Six Hundred Fifty Thousand ($650,000).
A copy of the Grant Deed is attached hereto as Exhibit D. Lessee has provided a pre-liminary title
report to Lessor
4.2 Minor Premise Adjustments
The parties acknowledge that the Lessor is currently constructing a new fire station
upon the adjacent fire station property and that only upon completion of construction will the exact area
of surplus property to be leased by Lessee be known. In the event that the adjacent fire station use
requkes a slight modification of the area of the Land described in Exhibit A hereto, the parties agree to
cooperate in the obtaining of a lot line adjustment to effectuate the modification. Such lot line
adjustment shall not effect the amount of rent payable under this lease. As used herein, the term "slight
modification" means a modification of the boundary between the Land and the fire station property
which will result in no more than a one percent loss to the Land of its area and which shall not materially
affect the construction and use of the improvements constructed thereon.
4.3 Additional Obligation
Lessee shall also pay prior to delinquency, all sums, Taxes and Assessments, costs,
expenses, penalties and other payments which Lessee in any of the provisions of this Lease assumes or
agrees to pay ("Additional Rent"); and, in the event of any non-payment thereof, Lessor shall have (in
addition to all other rights and remedies hereunder or at law) all the fights and remedies provided for
herein or by law in the case of non-payment of Additional Obligation.
5. Title to Improvements
The Lessor hereby grants to the Lessee, without warranty (express or implied), any right, title
or interest that the Lessor may have in the improvements located on the Land from time to time.
Improvements on the Land during the Lease Term shall be and remain the Property of the Lessee;
however, Lessee shall have no fight to destroy, demolish or remove the improvements except as
specifically provided for in this Lease or as approved in writing by Lessor. When the Lease Term
expires or when the Lease is otherwise terminated under the terms of this Lease, title to the
Improvements shall revert to and vest in the Lessor without cost to the Lessor. It is the intent of the
parties that this Lease shall create a constructive notice of severance of the Improvements from the
Land without necessity of a deed from the Lessor to the Lessee after the Improvements have been
constructed. The Improvements, when built, shall be and remain real property and shall be owned in
fee by the Lessee for the Lease Term. The Lessee shall execute, at the end of the Lease Term, within
of this Lease. Notwithstanding the foregoing, in the case of any special assessment levied upon the
Development or any part thereof during the Term of this Lease, Lessee shall be obligated to pay in full
at the inception (or provide Lessor sufficient funds which, together with the accrual of investment yield
thereon, shall be sufficient to pay to maturity all installments under) the amount of any such special
assessment. Nothing in this Section shall limit Lessors right to recover, as Additional Rent, Taxes and
Assessments payable after termination of this Lease pursuant to Section 28 of this Lease. The
provisions of this Section 7 shall survive the expiration or earlier termination of this Lease; provided,
however, that nothing herein shall obligate Lessee to pay Taxes and Assessments which are both (i)
imposed upon the Development subsequent to the termination of this Lease and (ii) applicable to a
period or periods subsequent to the termination of this Lease.
7.2. Changes in Method of Taxation. If at any time during the Term of this Lease
the methods of taxation prevailing at the commencement of the Term hereof shall be altered so that in
lieu of or as a supplement to or as a substitute for the whole or any part of the Taxes and Assessments
now levied, assessed or imposed on the Development, there shall be levied, assessed or imposed (i) a
tax, assessment, levy, Taxes and Assessments or charge, wholly or partially as a capital levy or
otherwise, on the rents received therefrom or (ii) a tax, assessment, levy (including but not limited to any
municipal, state or federal levy), Taxes and Assessments or charge measured by or based in whole or
in part upon the Development and/or improvements and imposed upon Lessor, or (iii) a license fee, tax
or other similar charge measured by the Rent payable under this lease, then all such taxes, assessments,
levies, Taxes and Assessments or charges, or the part thereof so measured or based, shall be deemed
to be included within the term "Taxes and Assessments" as defined in Section 7.1 hereof; to the extent
that such Taxes and Assessments would be payable if the Development were the only property of
Lessor subject to such Taxes and Assessments, and Lessee shall pay and discharge the same as herein
provided in respect of the payment of Taxes and Assessments. The payment to be made by Lessee
pursuant to this Section shall be made before any fmc, penalty, interest or cost may be added thereto
for the non payment thereof. Each such tax, assessment, levy, imposition or charge shall be deemed to
be an item of Additional Rent hereunder. The parties acknowledge that Lessee, or its sublessee,
intends to apply for an exemption from property taxes. Lessor agrees that it will fully cooperate with
Lessee's attempts to obtain such exemption. In addition, Lessor covenant that it will not, without
written permission of the Lessee, cause or allow any additional encumbrances to attach to the Land that
could foreseeably cause to be increased any property tax, possessory interest tax, or bond payment.
7.3. Limitation. Nothing in this Lease shall require Lessee to pay any franchise, capital
levy or transfer tax of Lessor or any assessment, charge or levy upon the Rent payable by Lessee under
this Lease except to the extent provided in Section 7.2 hereof.
7.4. Right to Contest. Lessee shall have the right before any delinquency occurs to
contest or object to the amount or validity of any Taxes and Assessment by appropriate legal
proceedings but this shall not be deemed or construed in any way as relieving, modifying or extending
Lessee's covenant to pay any such Taxes and Assessments at the time and in the manner in this Section
provided, unless (i) the legal proceedings shall operate to prevent the sale of the Development and/or
improvements or any part thereof to satisfy such Taxes and Assessments and to stay any action against
and every Taxes and Assessments which is to be borne or paid or which may become payable by
Lessee under the provisions of this Section 7 and Lessor shall not be or become responsible to Lessee
therefor, nor for the contents of any such declaration, statement or report. Lessor shall cooperate, as
necessary, to facilitate such filings.
8. Assignment of Lessee's Leasehold Interest, Transfer of the Development
a) The Lessee may not assign its interest in this Lease or sell or transfer the Land
except with the written consent of the Lessor. However, the following transfers shall not requke the
consent of the Lessor:
i) any transfer of the Lessee's interest in the Lease and the Development to an
Approved Lender
ii) any transfer of the Lessee's interest ia the Lease and Development to the
Foreclosure Transferee, and one subsequent transfer of the Lessee's interest in this Lease and the
Development by a Foreclosure Transferee, and,
iii) any transfer of the Lessee's interest in this Lease and the Development to
Cupertino Community Services, a California non-profit corporation, or to Bridge Housing Corporation.
b) The Lessee's assignee may admit general partners only with the written consent
of the Lessor. However, the admission of Cupertino Community Services or Bridge Housing
Corporation as a general partner shall not require the consent of the Lessor. No Lessor consent is
required for a general partner withdrawal upon a permitted general parmer admission.
c) The Lessee or Lessee's assignee may admit limited partners without consent of
the Lessor, as long as Lessee, or its assignees remain as a general partner under all provision of this
Lease.
d) The Lessee shall notify the Lessor of the occurrence of a transfer permitted
under this section within 5 days after its occurrence and shall promptly deliver to the Lessee all related
documentation reasonable requested by the Lessor.
e) Upon the assignment of its interests in this lease as prescribed in this paragraph
8, the Lessee shall have no further rights or obligations arising under this lease, it being understood by
the parties, that the assignee will assume all such rights and obligations thereunder and that the Lessor
shall look solely to the assignee with respect to any performance due under the lease or any provision
thereof.
9. Use. Lessee plans to develop and use the Development as an affordable housing
project, and this Lease is predicated on this intent. Throughout the Term of this Lease, in the use and
occupancy of the Development, Lessee covenants that:
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Lessee's behalf and put the same in good order, condition and repair, and the cost thereof together with
interest thereon at the maximum rate then allowable by law shall become due and payable by Lessee.
10.2 No Lessor Obligations. Except for the obligations of Lessor under Section 20
(relating to destruction of the Development) and under Section 26 (relating to condemnation of the
Development), it is intended by the parties hereto that Lessor have no obligation, in any manner
whatsoever, to repair and maintain the Development nor to repair or replace any buildings located
thereon nor the equipment therein, whether structural or non structural, all of which obligations are
intended to be that of the Lessee. Lessor shall have no obligation to repair or replace any part of the
Development as a result of any patent or latent defect in the Development, Lessee havi~_g assumed
responsibility for all such matters.
11. Development of Improvements
11.1 Commencement of Construction Subject to paragraph 29 (force majuere), the
Lessee shall commence construction of improvement no later than June, 2002, unless such date is
extended by Lessor in writing.
11.2. Completion of Construction. The Lessee shall prosecute diligently to completion
the construction of the Improvement, and shall complete construction by twenty-four (24) months after
commencement, subject to paragraph 29.
11.3 Construction Pursuant to Permits. The Improvements shall be constructed in
accordance with the terms and conditions, &the City of Cupertino's land use permits and approvals
and building permits.
11.4 Permits. Licenses and Easement.q. Within ten (10) days after receipt ofwritte~
request from the Lessee, the Lessor shall (at no expenses to i0 inexecute any and all applications for
permits, licenses or other authorizations required by any governmental or other body claiming
jurisdiction, in connection with any work that the Lessee may do pursuant to this Lease or the operation
of the Development, and shall also grant easements for public utilities useful or necessary to the
pro. perty construction of the Improvements or the operating of the Development.
12. Parcel Mao/Lot Line Adiustment. Lessor agrees that, as soon after the date on which
this Lease is executed as is possible, Lessor shall, record a parcel map ("Map") or such other
documents as may be required to effect (i) a subdivision of the Land, and (ii) an adjustment of the
boundaries between the Lessee Land and the District Land ("Lot Line Adjustment"), in substantially the
manner depicted on Exhibit E hereto.
13. Entrance Sign. Lessee may, at its expense, design and install signage, of size, design,
and content, and in conformity with local ordinances pertaining thereto. Throughout the Term of this
Lease Lessee shall, at its sole cost and expense, maintain in good condition and repair, the signage and
all appurtenances thereto.
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claims for labor, materials, appliances, or power, or either or all performed, furnished or contributed in
connection with said works of improvement, then surety shall no longer be bound thereon. Said bond
shall be maintained in full force and effect until all claims for labor, materials, appliances, or power have
been paid, as evidenced by release of mechanic's liens by all claimants and the expiration of all periods
for the proper filing of mechanics' liens.
15.1.5. Not less than thirty 00) days prior to the constmctiun or major repair,
renovatton or demolition of any improvements on the Development, Lessee shall provide Lessor with
information regarding the contractor's financial condition and evidence to Lessor's reasonable
satisfaction that adequate funds to complete the improvements are committed and available or that
completion has been otherwise adequately assured. Such assurances shall include a bond, completion
guarantees, additional Security Deposit, or any combination thereof. No construction shall commence
until Lessor has given Lessee written acceptance of such assurances.
15.1.6. Lessee shall give Lessor fffieen (15) days' prior written notice before
commencing any work of improvement on the Development so that Lessor may post such notices of
non-responsibility with respect thereto as Lessor may deem appropriate;
15.1.7. Not less than fifteen (15) days prior to the construction, major repair,
renovation or demolition of any improvements on the Development, Lessee shall provide Lessor with
sufficient evidence that it has obtained all required approvals and permits for the work and that Lessee
or Lessee's contractor(s) has ia effect, with premiums paid, adequate casualty and liability insurance
(including builder's risk) coverage~ and workers compensation;
15.1.8. Upon commencement of construction of any improvements, Lessee
shall cause the work to be diligently pursued to completion, subject to unavoidable delays caused by
supply shortages, strikes or acts of God;
15.1.9. Any construction or repair described in Section 15.1.5 performed
by or for Lessee on the Development shall be done by a licensed general contractor who furnishes
evidence of all worker's compensation insurance to Lessee and to Lessor prior to commencement of
any work.
15.1.10. All work on improvements shall be performed in a sound and
workmanlike manner, in compliance with the applicable laws and building codes, and without
unreasonable disturbance of the activities conducted on the adjoining properties.
15.1.11. Lessor or Lessor's agent shall have a continuing right at all times
during the period that improvements are being constructed on the Development to enter the
Development and to inspect the work provided that such entries and inspections do not unreasonably
interfere with the progress of the construction. Lessor and Lessor's agents in entering and inspecting
the premises shall comply with all applicable safety and conduct rules of the site. Lessee shall require
its contractors and the contractors of any Sublessees who construct improvements on the
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or requirement may legally be delayed pending the prosecution of any such proceeding without the
incurrence of any lien, charge or liability of any kind against Lessor, the Development, or Lessee's
interest therein and without subjecting Lessee or Lessor to any liability, civil or criminal, for failure so tn
comply therewith, Lessee may delay compliance therewith until the final determination of such
proceeding.
16.3. Lessors Cooperation. Lessor shall cooperate with Lessee in any contest
referred to herein, provided that Lessor shall not be required to join in any proceedings referred to in
this Section unless the provisions of any applicable law, rule or regulation at the time in effect shall
require that such proceedings be brought by and/or in the name of Lessor, in which event Lessor shall
join in the proceedings or permit the same to be brought in its name if Lessee shall pay all expenses in
connection therewith.
17. Hazardous Materials. Lessor and Lessee agree as follows with respect to the
existence or use of Hazardous Materials on the Development.
17.1. Definition. As used herein, the term "Hazardous Materials" means any
hazardous or toxic substance, material or waste which is or becomes regulated by any local
governmental authority, the State of California or the United States Government. The term
"Hazardous Materials" includes, without limitation, petroleum products, asbestos, PCB's, and any
material or substance which is (i) listed under Article 9 or defined as hazardous or extremely hazardous
pursuant to Article 1 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ii)
defined as a "hazardous waste" pursuant to Section (14) of the federal Resource Conservation and
Recovery Act, 42 U.S.C. 6901 et. seq. (42 U.S.C. 6903), or (iii) defined as a "hazardous substance"
pursuant to Section 10 of the Comprehensive Envkonmental Response, Compensation and Liability
Act, 42 U.S.C. 9601 et. seq. (42 U.S.C. 9601). As used herein, the term "Hazardous Materials
Law" shall mean any statute, law, ordinance, or regulation of any governmental body or agency
(including the U.S. Environmental Protection Agency, the California Regional Water Quality Control
Board, and the California Department of Health Services) which regulates the use, storage, release or
disposal of any Hazardous Material.
17.2 Hazardous Materials. Lessee shall not cause or knowingly permit any
H~zardous Material to be generated, brought onto, used, stored, or disposed of in or about the
Development and Lessee Improvements by Lessee or its agents, employees, contractors, Sublessees,
or invitees, except for limited quantities of standard janitorial office and household supplies (which shall
be used and stored in strict compliance with Environmental Laws). Lessee shall comply with all
Environmental Laws.
17.3. Responsibility of Lessee. From and after the Commencement Date, Lessee
shall be solely responsible for all environmental matters affecting the Development and any Lessee
Improvements. Lessee has been afforded the opportunity to enter the Development for the purpose of
conducting tests, engineering studies, to satisfy itself of the condition of the Development with respect
to Hazardous Materials.
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C. TheLessee"s discovery of the presence of any hazardous materials
in, on, or under the DeVelopment; or
D. The Lessee's discovery of any hazardous materials on any
property adjoining or in the vicinity of the Development, which Lessee reasonably believes may impact
the Development. ffthe Lessor reasonably believes that the Lessee is not acting prudently and with
diligence, or if the Lessor otherwise reasonably believes that its interests are not adequately protected,
then the Lessor shall have the right to join and participate in, as a party, if it so elects any legal
proceeding or actions initiated in connection with any hazardous materials claims.
17.4.7. Without the Lessor's prior written consent, which shall not be
unreasonably withheld, the Lessee shall not take any remedial action in response to the presence of
any hazardous materials on, under, or about the Development (other than in emergency situations or as
required by governmental agencies having jurisdiction), not enter into any settlement agreement,
consent decree, or other compromise in respect to any hazardous materials claims.
17.5 Indemnification. Lessee shall indemnify, defend upon demand with counsel
reasonably acceptable to Lessor, and hold harmless Lessor from and against any liabilities, losses,
claims, damages, lost profits, consequential damages, interest, penalties, frees, monetary sanctions,
attorneys' fees, experts fees, court costs, remediafion costs, investigation costs, and other expenses
which result from or arise in any manner whatsoever out of the use, storage, treatment, transportation,
release, disposal, or presence from any cause or source whatsoever of Hazardous Materials on or
about the Development and any Lessee Improvements.
17.6. Lessee Action. If the presence of Hazardous Materials on the Development
and any Lessee Improvements (from any source whatsoever) results in contamination or deterioration
of water or soil resulting in a level of contamination greater than the levels established as acceptable by
any governmental agency having jurisdiction over such contamination, and if the owner or operator of
the Development and Lessee Improvements is responsible therefor under applicable law then Lessee
shall, at its sole cost and expense, promptly take any and all action necessary to investigate and
remediate such contamination if required by law or as a condition to the issuance or continuing
effectiveness of any governmental approval which relates to the use of the Development and Lessee
Improvements or any part thereof Lessee shall further be solely responsible for, and shall defend,
indemnify and hold Lessor and its agents harmless from and against, all claims, costs and liabilities,
including attorneys' fees and costs, arising out of or in connection with any investigation and
remediation required hereunder to return the Development and Lessee Improvements to full
compliance with all Hazardous Materials Laws.
17.7. Notice. Lessor and Lessee shall each give written notice to the other as soon
as reasonably practicable of (i) any commurdcation received from any governmental authority
concerning Hazardous Materials which relates to the Development and Lessee Improvements, and (ii)
any contamination of the Development and Lessee Improvements by Hazardous Materials which
constitutes a violation of any Hazardous Materials Law. Lessee and Sublessees may use small
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lien, if Lessee shall give to Lessor such security as Lessor may reasonably require to insure payment
thereof and prevent any sale, foreclosure or forfeiture of the Development or Lesso~s reversionary
interest in the improvements, or any portion thereof; by reason of such nonpayment. On final
determination (following exhaustion, waiver or expiration of all rights of appeal) of such lien or claim for
lien, Lessee shall immediately pay any judgment rendered with all proper costs and charges and shall
have the lien released or judgment satisfied at Lessee's own expense, and if Lessee shall fail to do so,
Lessor may at its option pay any such f'mal judgment and clear the Development or Lesso~s
reversionary interest in the improvements therefrom and charge Lessee for the cost thereof. For
purposes of this Section 19.1, Lessor agrees that a lien release bond by Lessee as principal given in
accordance with the requirements of the California Civil Code shall constitute adequate security to
allow Lessee the right to contest a lien.
18.2. No Liens On Development. Nothing herein or elsewhere in this Lease shall
imply any consem or agreement on the part of Lessor to subject its estate in the Development to liability
under any mechanics' lien law or to any contractor or laborer for work performed.
19. Insurance. If the City is the Lessee, then the City may fulfill its insurance obligations
by self-insurance. Upon assi~mant by Lessee to any assignee, and upon the condition that the District
receixtes notice of said assignment, the assignee shall at its own expense, provide and maintain the
following insurance coverage in full force and effect throughout the term of this lease:
19.1. Evidence of Coverage Prior to commencement of this lease, Lessee shall
provide a Certificate of Insurance certifying that coverage as required has been obtained. Individual
endorsements executed by the insurance cartier may be substituted for District's Special Endorsement
form if they provide the coverage as required. In addition, a certified copy of the policy or policies shall
be provided by Lessee upon request. A periodic review/change of insurance requirements may be
made every five years to ensure that appropriate coverage to standards of the County of Santa Clara,
to which the District adheres.
19.2. Qualifvin~ Insurers All policies shall be issued by companies which hold a
current policy holder's alphabetic and f'mancial size category rating of not less than A V, according to
the current Best's Key Rating Guide, unless otherwise approved by County's Insurance Manager.
19.3. Insurance Required
19.3.1. Commercial General Liability Insurance - for bodily injury
(including death) and property damage which provides limits as follows:
a. Each occurrence -
$5,000,000
b. General aggregate - $5,000,000
c. Products/Completed Operations aggregate - $2,000,000
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million dollars ($1,000,000) per occurrence.
19.3.6. Lessee shall maintain Property Insurance coverages specified
respectively for both and for Lessee Improvements, when constructed, as follows:
19.3.6.1. Lessee shall maintain Fire Legal Liability on ail Lessee
Improvements, including improvements and betterments owned by Lessee, at replacement cost value,
and shail name District as loss payee. Lessee shall also provide fire insurance on ail personal property
owned by the Lessee contained within or on the leased Development. The policy shail be written on a
standard "all risk" contract, excluding earthquake and including flood (for property located in a 100
year flood plain). The contract shall insure for not less than ninety (90) percent of the actual cash value
of the personal property, and Lessee shall name District as an additional insured.
19.3.7. Boiler and machinery insurance, including air tanks, pressure piping
and major air conditioning equipment provided the improvements contain equipment of the
nature ordinarily covered by such insurance and for an amount not less than $1,000,000 and
with not more than $50,000 deductible from the loss payable for any casualty;
19.3.8. Such other insurance and in such amounts, as may from time to time be
reasonably required by Lessor or by a Leasehold Mortgagee, and which is reasonably available at
normal commercial rates, against the same or other insurable hazards which at the time are commonly
insured against in the case of Development similarly situated, with appropriate deductible amounts from
time to time redctermined and with due regard being given to the height and type of buildings on the
Development and their construction, use and occupancy.
19.4. Waiver of Subrogation. Except as may be specifically provided for elsewhere in
this lease, District and the Lessee hereby each mutually waive any and all rights of recovery from the
other in event of damage to the Development or property of either caused by acts of God, perils of fire,
lightning, and all other all-risk perils as del'reed in insurance policies and forms approved for use in the
state of California. Each party shall obtain any speciai endorsements, if required by their insurer, to
evidence compliance with the aforementioned waiver.
19.5 Indenmification. If Lessee is the City of Cupertino, then in lieu of and not
withstanding the pro rata risk allocation which might otherwise be imposed between the Parties
pursuant to Government code Section 895.6, the Parties agree that all losses or liabilities incurred by a
party shall not be shared pro rata but instead the Lessor and Lessee agree that pursuant to Government
Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of the other parties,
their officers, board members, employees and agents, harmless from any claim, expense or cost,
damage or liability imposed for injury (as defined by Government code Section 810.8) occurring by
reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers,
employees or agents, under or in connection with or arising out of any work, authority or jurisdiction
delegated to such party under this Agreement. No party, nor any officer, board member, employee or
agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or
21
Lessee for the purpose of accomplishing any restoration and rebuilding required under this Section,
provided that Lessee is not then in default under the Leasehold Mortgage.
21. Approved Loans
21.1 ~ation Nothing contained in this Lease shall relieve the Lessee of its
obligations and responsibilities under any Approved Loans to operate the Development as set forth in
the applicable Approved Loan documents.
21.2 Liens and Encumbrances P'gainat Lessee's Interest in the Leasehold Estate.
a) Lessee shall have the fight to encumber, without the consent of Lessor, the
leasehold estate created by this Lease and the Improvements with the following:
i) a deed of trust securing a construction loan from a commercial bank
in a total amount not to exceed $1.8 million dollars.
ii)a deed of trust securing a bridge loan from the City of Cupertino in a
total amount not to exceed $1,000,000.
iii) a deed of trust securing a loan from the Federal Home Loan Bank
not toexceed $150,000.
iv) a deed of trust securing Santa Clara County Home Funds and
CDBG not to exceed $100,000. And CDBG for $300,000.
v) a deed of trust securing a loan from Silicon Valley Manufacturers
Housing Trust Fund or other affordable housing below market lender not to Exceed $250,000.
vi) Regulatory Agreement of Approved Lenders and of the California
Tax Credit Allocation Committee.
b) The Lessee shall not have the right, without Lessor's consent, to encumber
the Lessor's interest in the Land and the Improvements. If the Lessor so consents, then the
encumbrance documents, must state that the Lessor's liability is limited to the real property security for
the loan, and that the Lessor is not liable for repayment of such loan or any other borrower obligation,
and that the Lessor shall have the notice and cure rights described in paragraph 21.2c. Subject to the
conditions in the previous sentence, the Lessor agrees to encumber its interest in the Land and
Improvements to secure the loam* described in paragraphs 21.2(a)(i).
c) For as long as there is any Lien securing any Approved Loans:
23
Development, and (D) after g~inlng possession of the Development, the Approved Lender or investor
performs all other obligations of Lessee hereunder capable of performance by the Approved Lender or
investor when the obligations are due.
vi) If Approved Lenders or investor are prohibited, stayed, or enjoined by any
bankruptcy, insolvency, or other judiciai proceedings involving the Lessee from commencing or
prosecuting foreclosure or other appropriate proceedings, then the times specified for commencing or
prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition,
so long as the Approved lender or investor claiming the extension has fully cured any default in the
payment of any monetary obligations of Lessee under this Lease, continues to pay currently such
monetary obligations when the same fall due, and does not interfere with the Lessor's efforts to seek
compliance by the Lessee with any non-monetary obligation under this Lease.
vii) The Lessor shall mail or deliver to any Approved Lenders or investor which
have any outstanding Approved Loan or investment a duplicate copy of ail notices which the Lessor
may from time to time give to the Lessee pursuant to this Lease. No notice by the Lessor to the Lessee
shall be effective unless and until a copy of the notice has been delivered to such Approved Lenders or
investor.
viii) In the event any Foreclosure Transferee becomes the Lessee under this
Lease by means of foreclosure or deed in lieu of foreclosure or pursuant to any new lease obtained
under subsection (ix) below, that Foreclosure Transferee shall be personaily liable under this Lease or
such new lease only for the period of time that the Foreclosure Transferee remains the lessee. Nothing
in this section obligates any Foreclosure Transferee to remedy any default of the Lessee, and any failure
of any Approved Lender or investor to complete any such cure after commencing the same shail not
give rise to any liability of the Approved Lender or investor to the Lessor or the Lessee.
ix) If a Foreclosure Transferee becomes the legal owner of the leasehold estate,
and upon written request by the Foreclosure Transferee within six'ty (60) days after becoming the legal
owner of the leasehold estate, the Lessor shall enter into a new lease of the Land with the Foreclosure
Transferee for the remainder of the Lease Term with the same agreements, covenants, reversionary
interests, and conditions (except for any requirements which have been fulfilled by the Lessee prior to
termination) as are contained in this Lease and with priority equai to this Lease, so long as the
Foreclosure Transferee promptly cures any defaults by the Lessee susceptible to cure by the
Foreclosure Transferee.
x) If the Lease is terminated by a bankruptcy proceeding, foreclosure, or by
other operation of law, then the Lessor shall, upon request by an Approved Lender or investor, execute
a new lease of the Land to the Approved Lender or investor or other transferee, as the case may be,
on the same terms and conditions as this Lease, except that the term will commence on the date of the
new lease and will continue for the remaining unexpired term of this Lease. If the Lessor receives
conflicting requests for a new lease of the Land, then the Lessor shail execute a now lease of the Land
with the requesting Approved Lender or investor having the most senior deed of trust.
25
21.5 Notice and Right to Cure Defaults Under A~roved Loan.
In the event of default by the Lessee under an Approved Loan, notice shall be given to
the Lessor at the same time given to the Lessee, and the Lessor shall have the right, but not the
obligation, to cure the default with the same cure period provided to the Lessee under the applicable
Approved Loan Documents. Any payments made by the Lessor to cure a default shall be treated as
rent due from the Lessee, which shall be paid within (30) days of the date on which the payment was
made by the Lessor.
22. Subleases
22.1 Provided Lessee is not then in default under this Lease, Lessee shall have the
right, at any time during the Term hereof, and from time to time, with the prior written consent of
Lessor, which consent shall not be unreasonably withheld or delayed, to sublet all or any portion of the
Improvements provided that: (a) each such Sublease shall be subject to each and all of the covenants,
conditions, restrictions, and provisions of this Lease, (b) Lessor shall have no obligation to accept the
attomment of any Subleassee except upon termination of this Lease, (c) without Lessor's approval,
Lessee shall not accept more than one (1) month'~ rent in advance from any Sublessee, (d) no
Sublease shall extend beyond the Term of this Lease without Lessor's express consent thereto which
may be withheld in Lessor's sole and absolute discretion, (e) a full, tree, and complete copy of; every
Sublease and of all amendments or modifications thereto shall be delivered to Lessor not late than ten
(10) days m°cer the execution thereof by the parties thereto. This section does not apply to individual
residential lease to Tenants as defmed in Section 1.6(o) of this lease.
22.2 Lessor hereby acknowledges Lessee's authority, so long as this Lease is in full
rome and effect and Lessee is not in default hereunder, to act as Sublessor under all future Subleases
including, but not limited to, Lessee's authority to collect rents, to enforce the performance by
Subtenants of their obligations thereunder and to retain any security deposits. In no event shall Lessor
be liable to any Subtenant for the credit or return of any security deposit unless Lessee shall have paid
and delivered said security deposit to Lessor
22.3 Without limiting the reasons for Lessor's refusal to consent to a Sublease,
L~ssor may refuse to consent to a Sublease to a Subtenant whose contemplated use of the Premises is
not permitted by this Lease.
23. Defaults and Remedies.
23.1. Events of Default. Any one or more of the following events shall constitute an
"event of Default":
23.1.1. Failure to pay rent, as required pursuant to paragraph 4 or any other
monetary obligations of the Lessee under this Lease, and continuance of such failure for a period of
thirty (30) days after receipt by the Lessee of written notice specifying the non-payment.
27
23.3 Remedy for Default by Lessor.
If the Lessor defaults under this Lease, then the Lessee shall give the Lessor and the Approved
Lenders written notice requiring that the default be remedied by the Lessor, if the default is not cured
within the time set forth by the Lessee (which shall be a reasonable time for curing the default and shall
in any event be at least sixty (60) days), then the Lessee and Approved Lenders may take any action as
may be necessary to protect their respective interests. Such action may include the right of the Lessee
and Approved Lenders to cure such default and receive reimbursement for any expenditure with
interest thereon (at the reference rate then in effect at State of California Local Agency Investment Fund
(LA/F) from the Lessor within thirty (30) days after sending to the Lessor a statement therefor.
24. Lessors Right To Perform Lessee's Covenants.
24.1. Lessee's Failure To Pay. If Lessee shall at any time fail to pay Taxes and
Assessments or other charge in accordance with Section 7 hereof; within the time therein permitted, or
to make any other payment or perform any other act on its part to be made or performed hereunder
within the time permitted by this Lease, then Lessor, may (but shall not be required to):
24.1.1. Pay such Taxes and Assessments or other charge payable by the
Lessee pursuant to paragraph 7 hereof.
24.1.2. Make such other payment or perform such other act on the Lessee's
part to be made or performed as in this Lease provided, and may enter upon the Development thereon
for such purpose and take all such action thereon as may be reasonably necessary therefore.
24.2. Reimbursement. All sums paid by Lessor pursuant to Section 24.1 and all
costs and expenses incurred by. the Lessor in connection with the performance of any such act (together
with interest thereon at the Rate from the respective dates of Lessor's making of each such payment)
shall become immediately due and payable by the Lessee.
25. Ownership of Improvements. On the last day of the Term, or upon an earlier
termination of this Lease pursuant to the terms hereof, Lessee Improvements and all other permanent,
built on site, not easily removable improvements consmacted on the Development, together with all the
right; title and interest of Lessee (as lessor) in the then existing Subleases (as defined in Section 22
hereof) shall unconditionally be and become the property solely of Lessor, free and clear of all claim q
whatsoever imposed or suffered by Lessee, and no compensation therefor shall be due or paid by
Lessor to Lessee for any part thereof. This Lease shall operate as a conveyance and assi~ment
thereof. Upon such expiration or earlier termination, or upon entry or reentry upon the Development by
Lessor pursuant to Section 24.1.2, Lessee shall surrender to Lessor the Development and any then
existing Lessee improvements in good order, condition and repair, reasonable wear and tear excepted,
free and clear of all liens, claims and encumbrances, other than the Permitted Exceptions or other
matters created or consented to by Lessor, subject only to rights of Sublessees in possession under
Subleases, and, if requested to do so, Lessee shall execute, acknowledge and deliver to Lessor such
29
security for their respective Approved Loans as a result of the partial taking (calculated as set forth
below in this paragraph 26.1 less mounts payable to or recovered by the Approved Lender pursuant
to such taking, but not to exceed the unpaid balance of their Approved Loans. For purposes of this
subsection, the amount of decrease in the value of the security for an Approved Loan shall be the
amount, if any, necessary to reduce the outstanding principal of the Approved Loan such that the Loan
to Value Ratio (as defined below) of the approved Loan immediately following the taking is equal to the
Loan to Value Ratio of the Approved Loan immediately preceding the taking, Loan to Value Ratio shall
mean that fraction the numerator of which is the sum of the principal amount of the Approved Loan plus
the principal amounts of all Approved Loans higher in lien priority to the Approved Loan either
immediately following the taking (after taking into account any pay down pursuant to this subsection of
any loans of higher priority) or immediately preceding the taking, as applicable, and the denominator of
which is the appraised value of the Development immediately following the taking or immediately
preceding the taking, as applicable. The values of the Development immediately preceding the taking
and immediately following the taking, shall be determined by an MAI or SRI appraiser selected by the
Lessee and who is reasonably satisfactory to the Lessor.
iii) The balance, if any, shall be divided between the Lessor and the Lessee in
the manner specified in subparagraph (e) below; however, if the taking has no effect on the value of the
Lessor's fee interest in the Land or reversionary interest in the Improvements, then the balance shall be
paid exclusively to the Lessee.
b) Net awards and payments received on account of a partial or total taking of only the
Lessor's fee interest in the Land or the reversionary interest in the Improvements (that is, a taking of the
Lessor's fee interest in the Land or the Lessor's reversionary interest in the Improvements that has no
effect on the value of the Lessee's leasehold interest in the Land or the Lessee's fee interest in the
Improvements), including severance damages, shall be paid to the Lessor, subject to the rights of any
Approved Lenders to which the Lessor has encumbered it fee interest in the Land (in the order of their
respective lien priority, if there is more than one such Approved Lender), which amount shall be free,
and clear of any claims of the Lessee, or any other persons claiming rights to the Land through or under
the Lessee, other than Approved Lenders to which the Lessor has encumbered its interest in the Land.
c) Net awards and payments received on account of a taking for temporary use not
exceeding one (1) year and relating to a period during the Lease Term shall be paid to the Lessee;
however, if such taking for temporary use has resulted in any damage to or destruction of the
Development, then such net awards and payments shall be first applied to pay the cost of restoration if
the Lessee determines that restoration is economically feasible. Net awards and payments received on
account of a taking for temporary use not exceeding one (1) year and relating to a period beyond the
Lease Term shall be paid to the Lessor.
d) Net awards and payments received on account of a total taking of the Development
shall be allocated and paid in the following order of priority:
i) First, to any Approved Lenders with then-outstanding Approved Loans
31
outstanding Approved Loan shall be made parties to those proceedings, and if not made parties by the
petitioning party, shal! be brought into the proceedings by appropriate proceedings of other parties so
that adjudication may be made of the damages, if any, to be paid to the Lessee, Lessor and Approved
Lenders as compensation for loss of their rights in the Improvements or the Land, or for damage to or
destruction of the Development. Should the Lessor or Lessee receive notice of institution of any
proceedings subject to paragraph 26, the Party receiving such notice shall notify the other Party not
later than thirty (30) days after receiving such notice.
b) The Lessor and the Lessee shall cooperate and consult with each other in all matters
pertaining to the settlement, compromise, arbitration, or adjustment of any and all claims and demands
for damages on account of damage to or destruction of the Development, or for damages on account of
the taking or condemnation of the Improvements or the Land.
26.4 Termination
In the event of a total taking or in the event of damage, destruction, or a partial taking,
other than a temporary taking of the Development, which the Lessee reasonably determines renders
continued operation of the Development infeasible both as a whole and in substantial part, the Lease
shall terminate (except if the Lessee is rebuilding the Development in accordance with the terms of this
Lease), and in such event any proceeds shall be allocated pursuant to 26. I. In the event of a partial
taking that does not result in termination pursuant to this paragraph, this Lease shall remain in full force
and effect as to the portion of the Development remaining.
27. Representations and Assurance&
27.1 Lessor to Give Peaceful Possession
Lessee shall have, hold, and enjoy, during the Lease Term, peaceful, quiet, and
undisputed possession of the Land without hindrance or molestation by or from anyone so long as the
Lessee is not in default under this Lease following the expiration of all applicable notice and cure
periods,
27.2 Lessor Re resentations
The Lessor represents, as of the date of this Lease, as follows:
Exhibit C:
a) it is unaware of any exceptions to tire to the Land except as set forth in the attached
b) it has not received any notice of any special assessments or public improvements
being contemplated.
c) to the best of its knowledge, based in part on the Phase I Environmental Assessment
33
the laws of the State of California.
b) all requisite action has been taken by it in connection with entering into this Lease
and the consummation of the transactions contemplated by this Lease, and this Lease has been duly
executed and delivered by the Lessee and constitutes the legally valid and binding obligation of the
Lessee, enforceable against the Lessee in accordance with its terms except as the same may be
affected by banlrraptcy, insolvency, moratorium or similar laws, or by legal or equitable principles
relating to or limiting the rights of contracting parties generally;
c) the execution of this Lease, the incurrence of the obligations set forth in this Lease,
and the consummation of the transactions contemplated by this Lease do not violate any order or ruling
of any court binding on the Lessee or any provision of any indenture, agreement or other instrument to
which the Lessee is a party or may be bound, and neither the entry into nor the performance of this
Lease or the other documents contemplated in this Lease has resulted or will result in the violation of, or
conflict with, or invalidate, cancel or make inoperative, or constitute a default under, any charter, bylaw,
partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, credit agreement,
franchise, permit, judgment, decree, order, easement, restriction or other charge, right or interest
applicable to the Lessee, and
d) Lessee acknowledges that neither Lessor nor any party acting on behalf of Lessor
has made any representation or warranty (except as may be explicitly set out in this Lease) as to any
matter relating to the Development and that Lessee is relying solely on its own investigations in
executing this Lease.
27.4 Release of Lessor
The Lessor may sell, assign, transfer or convey (but not encumber) all or any part of
Lessor's interest in the Land, reversionary interest in the Improvements, or this Lease only with the
written consent of the Lessee which shall not be unreasonably withheld provided that the purchaser,
assignee, or transferee i) expressly assumes all of the obligations of the Lessor under this Lease by a
written instrument in a form reasonably satisfactory to Lessee and recordable in the Official Records of
the. County of Santa Clara, and (ii) executes necessary documentation to effect continued encumbrance
of the fee interest in the Land to Approved Lenders who have required encumbrance pursuant to
paragraph 22 above (to which encumbrance the Lessee has consented). In the event the Lessor
intends to sell all or any part of the Land, the Lessor shall notify the Lessee of such intention in writing
not later than sixty (60) days before close of escrow. In the event of a sale, assignment, transfer or
conveyance by the Lessor of the Land or its fights under this Lease, the same shall operate to release
the Lessor from any future liability upon any of the covenants or conditions of this Lease, expressed or
implied, in favor of the Lessee, and in such event the Lessee shall look solely to the successor in interest
of the Lessor in and to the Land or this Lease. This Lease shall not be affected by any such sale or
transfer, and the Lessee agrees to attom to any such purchaser or assignee.
35
or supplier; acts of the other Party; acts or failure to act of any public or governmental agency or entity
(other than the acts or failure to act of the Lessor); or any other causes (other than the Lessee's inability
tO obtain financing for the Development) beyond the control or without the fault of the Party claiming an
extension of time to perform. Specific time period requirements for this Lease may also be extended in
writing by the Lessor and the Lessee.
30. Approvals Whenever this Lease calls for a Party's approval, consent, or waiver,
the written approval, consent or waiver of the Party's authorized Officer(s) shall constitute the
approval, consent, or waiver of the Party without further authorization required from the Party's. The
Parties hereby authorize their Authorized Officers to deliver such approvals or consents as are required
by this Lease, or to waive requirements under this Lease, on behalf of them (including, in the case of the
Lessor, or encumber the fee in the Land.
31. Miscellaneous Provisions.
31.1. Amendment. No modification, waiver, amendment, discharge, or change of
this Lease shall be valid unless the same is in writing and signed by the party against which the
enforcement of such modification, waiver, amendment, discharge or change is or may be sought.
31.2. Applicable Law. This Lease shall be construed in accordance with, and
governed by, the laws of the State of California.
31.3. Attorneys' Fees. If any party hereto fails to perform any of its obligations
under this Lease, or if any dispute arises between parties hereto concerning the meaning or
interpretation of any provision of rids Lease, then the defaulting party or the party not prevailing in such
dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party or
parties on account of such default in enforcing or establishing its or their rights hereunder, including,
without limitation, court costs and reasonable attorneys' fees and disbursements.
31.4. Authority. Each party hereby represents and warrants to each other party
hereto that such party may legally enter into and perform all of the obligations set forth in this Lease,
that all required authorizations and consents have been obtained to enter into this Lease, and that the
person or persons executing this Lease on behalf of such party are duly authorized and empowered to
sign this Lease and by their signature to bind the party for whom they have signed.
31.5. Brokers
31.5.1 Lessor hereby represents and warrants to Lessee that the consulting
firm of Enshallah, Inc. is Lessors sole representative in connection with this Lease and that no other
firm has been engaged by it, or performed any services for it, in connection with this transaction. Lessor
hereby agrees to indemnify and hold harmless Lessee from and against any and all costs, expenses
(including attorneys' fees), liabilities, causes of action, claims or suits by any party, including Enshallah,
37
31.13 Non-liability of Officials, Employees and Agents. No member, official,
employee or agent shall be personally liable to the Lessee, or any successor in interest, in the evem of
any default by either party.
31.14 Non-Waiver of Breach. Neither the failure of a Party to insist upon
strict performance of any of the covenant and agreements of this Lease nor the failure by the Party to
exercise any rights or remedies granted to such Party under the terms of this Lease shall be deemed a
waiver or relinquishment (a) of any covenant herein contained or of any of the rights or remedies of the
applicable Party, (b) of the right in the furore of the applicable Party to insist upon and to enforce by
any appropriate legal remedy a strict compliance with all of the covenants and conditions thereof, or (c)
the right of the Lessor to recover possession of the Land upon occurrence of a default and the
expiration of applicable notice and cure periods or the expiration of the Lease Term.
31.15. Notices. Unless otherwise specifically permitted by this Lease, all notices or
other communications required or permitted under this Lease shall be in writing, and shall be personally
delivered or sent by facsimile transmission with hard copy to follow by mail, by overnight receipted
courier (such as Federal Express), or by registered or certified mail, postage prepaid, return receipt
requested, and shall be deemed received: (i) if personally delivered, upon the date of delivery to the
address of the person to receive such notice, (ii) if sent by overnight courier, one (1) business day after
delivery to such courier, (iii) if mailed in accordance with the provisions of this Section, four (4)
business days after the date placed in the United States mail, (iv) if mailed other than in accordance with
the provisions of this Section or mailed from outside the United States, upon the date of delivery to the
address of the person to receive such notice, or (v) if transmitted by facsimile, upon telephonic or
automatic confu-mation of receipt. Notices shall be given at the following addresses:
IF TO Lessor:
Santa Clara District Central Fire Protection District
14700 Winchester Blvd.
Los Gatos, CA 95032-1818
ATTN: Fire Chief
IF TO Lessee:
City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
ATrN: City Manager
Phone: (408) 3784010
Facsimile: (408) 3784079
Phone: (408) 777-3212
Facsimile: (408) 777-3366
31.16. Recordation. This Lease shall not be recorded, l/Lessee desires a
recordation, a Memorandum of this Lease shall be agreed upon, executed and acknowledged by the
parties hereto and shall be recorded by Lessor at the cost and expense of the Lessee.
31.17. Severabilit~. If any provision of this Lease shall be determined by a court of
competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed from
this Lease and the remaining parts shall remain in full force as though the invalid, illegal, or
unenforceable portion had never been part of this Lease.
39
32.2.6. Any party shall have the right to join any third parties in such
proceedings in order to resolve any other similar disputes, the facts of which are related to the matters
submitted for arbitration hereunder.
32.2.7. Notwithstanding any provision contained in this Lease, throughout any
arbitration process, Lessee shall continue to timely pay rent and other monetary .obligations of Lessee to
Lessor.
NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE
AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS
INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION
DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU
MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT
OR JURY TRIAL. BY INITIALING THE SPACE BELOW YOU ARE
GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL,
UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE
"ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO
SUBMIT TO ARBITRATION AFYER AGREEING TO THIS PROVISION,
YOU MAY BE COMPELLED TO ARBITRATE UNDER THE
AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.
YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS
VOLUNTARY.
WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE
TO SUBMIT DISPU'I~S ARISING OUT OF THE MATrERS INCLUDED
IN THE "ARBITKATION OF DISPUTES" PROVISION TO NEUTRAL
ARBITRATION.
Initials: Initials:
Lessor Lessee
IN W1TNESS WHEREOF, Lessor nnd Lessee l~ve executed thL~ Le~e, through their
respective officers or representatives duly authorized, as of the d~y and yenr ~ above wri~L
Lessoc Lessee:
Dis~ct: City of' Cupertino:
Its: ~ayor
Donald F. Gase, Chairperson,
Board of Directors of
Santa Clara Central Fire Protection Dist.
ATTEST:
Phyllis A. Perez, Clerk
Board of Supervisors
Approved ns to Form and Legality:
Deputy County Co,,-.el
Approved as to Form:
Exhibit "A": . Description of leased "Developmeaf'
Exhi§it "A-1" Diagram of Leased Development and
Exhibit"B': Confirmation of Lease Commellcellle;lt Date
Exhibit "C" Prelimlnnry Title Report and Title Exceptions - Stevens Cm~k Propen'y
Exhibit"D" Grant Deed to Seven Springs Parkway
Exhibit "E" Permitted Exceptions - Seven Sprln__gs Property
S :\GeneralGow'"~"~B m:ry~'opea~qAGr ou~ Lease-Cenlral F~m#2
Match 19, 1999
planning ·
Land Sunmymg
Civil Eflgin~ering
Conltruct~on Sta#lng
9925O
LEGAL DRSCRIPTION
SANT~ CLARA ~OUNTY ~'NTRAL ~ PROTEL'rlON DISTRICT
PARCEL 1
All that certain re. al property located in the City of Culm'tino, Coumy of Santa Clara, Sram of
C-~,. despoil as follow~
A portion of Lo~ 19.20,21 nnd 22 i~ shown on thnl ceslain mn~ entitkd *MON I l'. Vlb~l'A
lb~ record on July 20. 1906 in Book 'L" of Mai~ al ling~ 43, S~la Clam C°ualy R~'°rd~ re°re
particularly describ~l as fol~w~:
BEGINNING a~ a point in the ~ulh~rly bouna~*~ of Lot 23 as shown on said map entitled
"MONTE VISTA", in the ~:Sterly boondary ~ ofRnndy s ~,n~ at dm southnsst~ly corner of
patcel.,C, as said [..and and Parcel ~-Y. ar~ shown on lmn..d map fil~! forteeord onAugust I0, 19'/2
in Book 306 oF Maps ~t P~ 27, Santo Chra County Re~otds;
'~. 6'om said POfNT OF BF. GfNNING n}o~g mid ~ly ~o~ndary Rn~ of Ran~ Lam South
0~' 22' 25" F.a.~, 40.00
Thn~'e. alon~ -', ~ drawn parallel to and distsnt 40.00 feet from said south~ bounda~/~ of Lot
23 South 89° 00' 34" West, 134.5'/~
Thence. South 0° 22.25" .Ea~, 153.q3 f~-t to a ~ drawn ~ to and di~nt 198.00
north~l~ ~ Ste~n$ Ct~k Boukvard ns it now e~ht~
TI~nce, nlon~ s~l tine ~ l~'nllel South 90' 40' 39~ We~. ~36.87 feet to the ensterly ~oundnry
~ of Vi.~a .Drive a~ shown on Map of'l'ra~t No. ~297 ~ ~r record in P~mk 613 oflVl~ at
Pages 38 and 39, Santo Clara County R~cords;
~'~, alon~ last ~ bounda~ line North'0' 18' 00" W~st, 193.93 f~t to th: soutl~r~y boundary
lin, oft~t 12 as s~own un hint s~id map~
f~sl to th: POINT OF BEG/NN~. NO and ~mmun~ 1.1776 a~s, mo~ °r -- /:'.. :.;. :.~,
.,-~'.::':' \'".,. '\:
2978 Scott Boulevard, Santa Clara, California gs05a-3322~,~r._.~.,,.,.,., ..' ,, '
(406) 727-8262 FAX (406) 727-8285 mmsloneng~earthlink.~*-..L../'
CONFIRMATION OF LEASE COMMENCE DATE
Santa Clara County Central Fire Protection District
14700 V~mchester Blvd.
Los Gatos, CA 95032-1818
Ann: Fir~ Chiff
This notice is ~o provide Confirmation.of'Lense Commencement Date ns provided in a
Ground Lease between the City of' Cupertino ("Lessee~) and the Santa Clara County Central Fir~ ..
Protection District (~Lessof') pumuent to paragraph 3.3 of the Ground Lease.
The lease commencement date is the dnt~ of poss~,~lolg a date of
200_. The lease term sh~l commen~ fiom ~ ~ thia ~
list. 23/1999
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7. T'Re ,*f~ct of'my ~:nilura M co~ with b tum~ covum~ mhd condMom of th~ lm.qc or lmmu'~
d~m'l~! m ~,,~.~ ta in ttm Yestial linen.
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FOR A YALI]ABI~ CONSIDERATION, minim d' which b bad,y ,dmovbdsed,
I:IQIlG~Y ~ X3XiI~M, &1mo ~ Il DOItO~llY A. L.YDIX~, also known as
kinky GR~NT(S) i
K 0 9 6 PA6E "~.~ID
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PLAT TO ACCOMPANY THE DESCRIPTION OF
THE LANDS OF LYDDON
TO BE DEDICATED FOR THE FUTURE FIRE STATION
OF THE CITY OF CUPERTINO
K 096PASE 752
c:Lt',y o,c oL,*-,'ctr~ 'ch,ts 30r. h ~ ot ,'
Vol:fa
Johnson
Hone
Is! DoroCh~ Co~neltus lei If, Raid Sparks -.
Ma.rch 19, t9~9
planning
Lan~ Surv~y~g
C~l Eng~eer~ng
Con~n S~k~
~9250
L~GAL DF. SCRllrFION
SA~tTA CLARA COUNTY CENTRAL FIRF. PROTECFION DISTRICT
PARCEL !
All tha~ ~ teal property looted in th~ City of C'u~ertino, Coumy of Santa Clara. Slate of
c~fmn~, desc~'d as follows:
A portion of Lot~ 19. 2~, 2~ and 22 a~ shown on thai ~ ,~, entitled *MONTE. VlS~I'A' ~
t~' r~:ord on July 20. 1906 i~ Book "L" of Mqss at page 43. Santa Clara County Re~ord~ more
part~u~ly described as follows:
BEGI~'~I'G at a point i~ the south=~ boundary of Lot 23 as shown on said map emptied
"MONTE VISTA", in the v~Sterly Ix)undm'y ~ ofRnndy Lan~ s~ th~ souths:ast~ly miner of
pm. cel,.C, assaid T.~d and pstcel,.C- ate shown on pnn:d ma~ fiK. d for r~ot~d onAugust 10, 19'/2
in Book 306 of Maps at Pq~ 27, San~ Clara County R~:~otds;
Thence. fi'om said POINT OF BEGINNING al~ snid wes~l~ ~xmnda~ ~ ofRandy Lan~ South
O* 22' 25" F. mt, 40.00 feet;
Tl~nce, nlong a ~ drawn pandiel to and distant 40.00 f~-'T ~-om ,,said southet~ boundary line of Lot
23 South 89° 00' 34" West, 134.57 ~
Them:e. South 0° 22' 25" East, 153.q3 feet to a ~ dra~n ~ to and d~nt 198.00 f~q
north~l~ ~ Stevens Cruek Boulgvanl as b. aow ~xist~
line' of Vista Drive a~ .~own on Map of'I tact NO. ~2~7
Pas~ 38 ~ 39, ~ C~ Co~y ~
~, ~ ~t ~ ~ I~ North'0' i 8' ~ W~ 193.~
~ oft~t 12 m ~ on ~ ~ ~:
f~t. to tls: POINT OF BEOlNN~NO and conlammg 1-177oa~s,m°~°r ..... --~'."-i ','.
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· Exhlbit "A'. Pag, l of 2 ~:'~
20'/'8 Scott 8oul~ard, Santa glare, California 05054-3322'"%~,~:.?; "... · /
(406) 727.6262 F,aO~ (406) 727-8265 missloneng~eafthhnk'n~'--.d---/
CONFIRMATION OF LEASE COMMENCEMENT DATE
To: Santa Clara County C~tral Fire Pwtection District
14700 W'mchester Blvd.
Los C-ares, CA 95032-1818
Arm: Fire Chief
~ notice is to provide Confmnarion of Le~e Commencement'Date a~ provided in a
Ground Lease between the City of Cupertino ("Lessee") a~d the Santa Clara County Central Fire..
Protection District ~'Lessor~) pui~]snt to paragraph 3.3 of the C-round Lea~e.
The lea~e commence~le~lt date i~ tho da~ of possession, a date of ,
200_. The lea~e term shall commel~ce flDm and a_Pf~r th~ date.
Dated:
By: (-,me)
Its: (rifle)
Ci~ of Cup~ino
23. lggg II:I6AM
6016 l'. ~,/10
SCSI, 1998 m M~ IS. 2012
Sq~e~r M, IgC8 unda' Rsm(de~ kziss No. 1442,416'7. O~ Jtecatd~
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~ P~T TO ~CCO~P~NY THE DESCRIPTION OF TNE L~NDS OF LYDDON
TO BE DEDICATED FOR THE FUTURE FIRE STATION
OF THE CITY OF CUPERTINO
K 096~A~ 752
~ .Lq~Lt):Lt, ~ ard"~", at:tactw~]~,zet:oardw, a-&c~-Cbecec~.
~&C'CO, Flun~, Rogers, Sparks
Hone
Johnson
_/I/ Dorothy Cotneliui
had Sparks