00-039 Santa Clara County Central Fire Protection DistrictGROUN~i LEASE
Between
Santa Clara County Central Fire Protection District
and
City of Cupertino
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INDEX
Page
1
2.
3.
4
5
6
7
8
9
10
11
12.
Recitals 1
1.7 Definitions 2
Exhibits 3
Term and Commencement Date 3
3.1 Term and Commencement Date 3
3.2 Term 4
3.3 Commencement Date 4
3.4 Possession 4
Rent 4
4.1 Payment of Rent 5
4.2 Minor Premise Adjustments 5
4.3 Additional Obligation 5
Title to Improvements 5
Utilities 6
Taxes and Assessments 6
7.1 Obligation to Pay 6
7.2 Changes in Method of Taxation 7
7.3 Limitation 7
7.4 Right to Contest 7
7.5 Proof of Non-Payments g
7.6 Filings g
Assignment of Lessee's Leasehold Interest, Transfer of the Development 9
Use 9
9.1 Compliance with Laws 10
9.2 No Waste or Nuisance 10
9.3 Security Measures 10
9.4 Cleanliness 10
9.5 Noise 10
9.6 Activities of the Parties 10
Repairs and Maintenance 10
10.1 Lessor's Rights 10
10.2 No Lessor Obligations 11
Development of Improvements 11
11.1 Commencement of Construction 11
11.2 Completion of Construction 11
11.3 Construction Pursuant to Permits 11
11.4 Permits, Licenses and Easements 11
Parcel Map/Lot Line Adjustment 11
1
Index Continued Page
13. Entrance Sign 11
14. Limitations 12
15. Lessee Improvements 12
15.1 Requirements 12
15.1.2 Bonds 12
15.1.3 Performance Bond 12
15.1.4 Payment Bond 12
16. Compliance with Laws 14
16.1 Governmental Requirements 14
16.2 Right to Contest 14
16.3 Lessor's Cooperation 15
17. Hazardous Materials 15
17.1 Definition 15
17.2 Hazardous Materials 15
17.3 Responsibility of Lessee 15
17.4 Responsibility of the Lessor 16
17.5 Indemnification 17
17.6 Lessee Action 17
17.7 Notice 17
17.8 Monitoring Wells 18
17.9 Survival 18
18. Liens 18
18.1 Lessee to Discharge 18
18.2 No Liens On Development 19
19. Insurance 19
19.1 Evidence of Coverage 19
19.2 Qualifying Insurers 19
19.3 Insurance Required 19
19.3.1 Commercial General Liability Insurance 19
19.3.2 General Liability Coverage 20
19.3.3.1 Additional visured Endorsement 20
19.3.3.2 Notice of Cancellation or Change of
Coverage 20
19.3.4 Automobile Liability Insur~i.nce 20
. 19.3.5 Workers' Compensation and Employer's Liability InsurancQ0
19.4 Waiver of Subrogation 21
19.5 Indemnification 21
19.6 Loss Payable Endorsement 22
2
Index Continued Page
19.7 Compliance 22
19.8 Insurance Unobtainable 22
20. Damage or Destruction 22
20.1 Restoration 22
21. Approved Loans 23
21.1 Loan Obligation 23
21.2 Liens and Encumbrances Against Lessee's Interest in the
Leasehold Estate 23
21.3 Cost of Approved Loans to be Paid by Lessee 26
21.4 Proceeds of Approved Loans 26
21.5 Notice and Rights to Cure Defaults Under Approved Loan 27
22. Subleases 27
23.. Defaults and Remedies 27
23.1 Events of Default 27
23.2 Remedies for Default by Lessee 28
23.3 Remedy for Default by Lessor 29
24. Lessor's Right to Perform Lessee's Covenants 29
24.1 Lessee's Failure to Pay 29
24.2 Reimbursement 29
25. Ownership of Improvements 29
25.1 Abandoned Property 30
26. Condemnation 30
26.1 Condemnation 30
26.2 Administration of Construction Fund in the Event of Condemnation
or Damage or Destruction of Development 32
26.3 Lessee-Lessor-Approved Lenders to be Made Parties in Legal
Proceedings 32
26.4 Termination 33
27. Representations and Assurances 33
27.1 Lessor to Give Peaceful Possession 33
27.2 Lessor Representations 33
27.3 Lessee Representations 34
27.4 Release of Lessor 35
27.5 Encumbrance by Lessor 36
27.6 Release of Lessee 36
28. Payment of Lessor's Costs 36
29. Force Majeure 36
30. Approvals 37
3
Index Continued Page
31. Miscel laneous Provisions 37
31.1 Amendment 37
31.2 Applicable Law 37
31.3 Attorneys' Fees 37
31.4 Authority 37
31.5 Brokers 37
31.6 Counterparts 38
31.7 Entire Agreement 38
31.8 Further Assurances 38
31.9 Headings 3 8
31.10 Heirs, Successors and Assigns 38
31.11 No Joint Venture 38
31.12 No Merger 38
31.13 Non-liability of Officials, Employe:es and Agents 39
31.14 Non-Waiver of Breach 39
31.15 Notices 39
31.16 Recordation 39
31.17 Severability 39
31.18 Successors and Assigns 40
31.19 Time of Essence 40
32. Arbitration of Disputes 40
32.1 When Arbitration Is Required 40
32.2 Rules and Procedures 40
S:\GeneralGovernment\Beny\Property\Ground Lease Index-Central Fue
5~
GROUND LEASE
THIS GROUND LEASE ("Lease") is dated for reference purposes as of Fib yv~,yy ~9
2voo
1-39; 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 "District"), and the City of Cupertino ("Lessee" or
« ~,
City
Recitals. This Lease is made with reference to the following intentions:
1.1 Lessor is the owner of certain real property located in the City of Cupertino at
20235 Stevens Creek Blvd. at Stevens Creek Blvd.. and Vista Drive.
1.2 The Board of Supervisors, ~~vhich 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 rE;served 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 cun•ently unimproved.
1.4. Lessee desires to lease the Development from Lessor for use as an 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 it:; 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 fa~~tor 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.
1.7 Definitions
a) "Approved Lenders" shall mean all of the lenders providing the approved
loans to the Lessee.
b) "Approved Loans" shall mean the loans described in Paragraph 22 below,
or any other loan obtained by the Lessee in connec;tion with and secured by the Development and
approved in writing by the Lessor.
c) "Approved Loan Documents" shall mean all documents executed by the
Lessee evidencing or securing the approved loans.
d) "Authorized Officers" shall mean in the case of the Lessor, its Fire Chief,
and in the case of the Lessee, the City manager of the City of Cupertino.
e) "Commencement Date" shall be the date of possession by Lessee.
f) "Development" shall mean the improvements and the Lessee's leasehold
interest in the land.
g) "Execution Date" shall mean the latest date shown on the signature page of
the Lease.
h) "Foreclosure Transferee" shall mean a transferee who acquires the Lessee's
interest in this Lease and the Development through the exercise of remedies (such as foreclosure or a
deed in lieu of foreclosure) pursuant to the Approved Loan Documents.
i) "Improvements" shall mean the twenty-four units of rental housing in the
improvements, which shall be occupied by the residential Tenants, an office utilized by Cupertino
Community Services for the purpose of managing; the development and other public purposes including
the buildings, structures, and other improvements, building fixtures, located on the land from time to
time.
j) "Land" shall mean the land described in the attached Exhibit A.
k) "Lease" shall mean this Ground Lease.
1) "Lease Term" shall mean the year period, set forth in section paragraph 3.2
below, during which this Lease shall be in effect i unless earlier terminated in accordance with the
provisions of this Lease).
m) "Lease Year" shall me~~,n a period of one calendar year beginning January 1
and ending December 31, except that the first lea;~e year shall commence on the commencement date
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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 th~~ residents of the affordable housing units and CCS
which is authorized by the Lessee to occupy the d~~velling units.
2. Exhibits.
The following exhibits are attached to and made part of this Lease:
Exhibit A Description of the Land
Exhibit B Confirmation of Leese Commencement Date
Exhibit C Preliminary Title Rf;port and Title Exceptions -Stevens Creek Property
Exhibit D Grant Deed to Seve~i Springs Property
Exhibit E Permitted Exception to title to Seven Springs Property
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 Exhibit C,
d) The closing costs a;;sociated 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 title insurance policy shall be borne by the Lessee. All other expenses, fees or
costs (except for attorney's fees and costs) incurre;d 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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3.2 Term
The parties acknowledge that construction of a new fire station prevents Lessor from
conveying possession of the premises until complf;tion of the fire station improvements. Upon
completion of said improvements, Lessor shall deliver possession to Lessee; however, even if
construction is not completed, Lessor shall deliver possession to Lessee by February 28, 2001, to
enable Lessee to secure the financing for the Improvements. Unless, terminated sooner under any
provision hereof, the term shall expire at midnight, Pacific Time, fifty-seven (57) years after the
Commencement Date.. Notwithstanding the Comrencement Date, if for any reason Lessor cannot
deliver possession of the Land to Lessee on the commencement date, Lessor shall not be subject to any
liability of any type or alternatively may maintain the validity of the Lease without liability therefor,
however, the Lessee may, as its sole option, termiliate the Lease and the obligations thereunder by
providing written notice to the Lessor within 15 d~iys after the commencement date.
3.3 Commencement Date.
The Commencement Date shall be the date of possession. Notwithstanding the
Commencement Date, if for any reason Lessor carmot deliver possession of the Land to Lessee on the
Commencement Date, Lessor shall not be subject to any liability therefor, nor shall Lessor's failure
affect the validity of this Lease or the obligations of Lessee hereunder or extend the term hereof, but in
such case, Lessee shall not be obligated to pay any sums hereunder until possession of the Land is
tendered to Lessee. Lessee shall provide notice to Lessor of the date of possession pursuant to the
form provided by Exhibit B, attached hereto.
3.4 Possession.
Upon completion of the construction of a new fire station or February 28, 2001,
whichever occurs first, possession of the Land shall be delivered to Lessee a) free and clear of all liens
or encumbrances except for the items ("Permitted Exceptions") shown on Exhibit C and any other
items which are caused by the actions of or agreed to in writing by Lessee and free, clear and vacant of
any occupants, leases, licenses, concessions or other agreements granting to any third party any right
(other than provided by a Permitted Exception) to occupy unless otherwise agreed by the Lessee.
Otherwise, said Land shall be delivered to Lessee, free and clear of any structures, foundations,
underground utilities, pipes, fences, or other improvements.
4. Rent.
The term "Rent" as used herein shall mean, collectively, Grant Deed to the Seven Springs
property and an advance rental payment of One Million One Hundred Fifty Thousand Dollars
($1,150,000).
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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 Le:ssor. Payment of the rent shall include delivery of a
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 apre-liminary title
report to Lessor
4.2 Minor Premise Adiustment:~
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
requires 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 pay~~ble 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 lo::s to the Land of its area and which shall not materially
affect the construction and use of the improvements constructed thereon.
4.3 Additional Obli ag tion
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 rights and remedies provided for
herein or by law in the case of non-payment of Additional Obligation.
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 right to destroy, demolish or remove the improvements except as
specifically provided for in this Lease or as appro~~ed 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
5
ten (10) days of Lessor's written request, a confirmatory quitclaim deed of the Improvements to be
recorded at Lessor's option and expense and any other documents that may be reasonably required by
the Lessor or the Lessor's title company to provide: the Lessor's title company to provide the Lessor
title to the Land and the Improvements free and clc;ar of all monetary liens and monetary encumbrances
not caused or agreed to by the Lessor.
6. Utilities
Lessee shall pay directly to the provider for all water, gas, heat, light, power, telephone, sewer
and other utilities and services supplied to or used on the Development, together with any taxes
thereon. Lessor shall not be liable for any damagc;s directly or indirectly resulting from, nor shall the
Rent or any monies owed Lessor under this Lease be abated by reason of: (a) the installation, use or
interruption of use of any equipment used in conneaction with the furnishing of any such utilities or
services; (b) the failure to furnish or delay in furnihing any such utilities or services; or (c) the limitation
curtailment, rationing or restriction on use of water, electricity, gas or any other form of energy or any
other service or utility serving the Development. Lessee shall be obligated to cooperate in a reasonable
manner with the efforts of national, state or local governmental agencies or utility suppliers in reducing
energy or other resource consumption. Lessor will cooperate with Lessee's design and installation of
necessary utilities to serve the project, including, but not limited to, signing applications for utility service
as the property owner.
7. Taxes and Assessments
7.1. Obligation to Pay. Lessee covenants and agrees to pay, from and after the
Commencement Date, in addition to all other Rent payable hereunder, before any fine, penalty, interest
or cost may be added thereto for the non-payment thereof, all taxes, assessments, levies, possessory
interest taxes, and other charges and governmental fees, general and special, ordinary and
extraordinary, unforeseen, as well as foreseen, of any kind or nature whatsoever, including, but not
limited to assessments for public improvements or benefits, which prior to or during the Term of this
Lease are laid, assessed, levied, or imposed upon ar become due and payable and a lien upon or
represent an escape assessment from (i) the Development and/or any improvements situated thereon or
any part thereof or any personal property, equipment or other facility used in the operation thereof; or
(ii) the rent or income received from Sublessees or licensees; or (iii) any use or occupancy of the
Development and of any rights, obligations, easements and franchises as may now or hereafter be
appur Lessee, or appertain to the use thereof; or (iv) this transaction or any document to which Lessee
is a party creating or transferring an estate or interest in the Development (all of which taxes,
assessments, charges, levies and other governmental fees are hereinafter collectively referred to as
"Taxes and Assessments"); provided, however, th~it except as provided below, any Taxes and
Assessments relating to a fiscal period of the taxing authority, a part of which period is included within
the Term of this Lease, shall be adjusted as between Lessor and Lessee as of the commencement and
termination of the Term of this Lease, and Lessor ;;hall pay the portion of Taxes and Assessments
attributable to any period prior to the Commencement Date and subsequent to the termination of the
Term of this Lease, and Lessee shall pay the portion thereof attributable to any period during the Term
6
of this Lease. Notwithstanding the foregoing, in the case of any special assessment levied upon the
Development or any part thereof during the Term ~~f 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 Le;~sor's right to recover, as Additional Rent, Taxes and
Assessments payable after termination of this Lea:;e pursuant to Section 28 of this Lease. The
provisions of this Section 7 shall survive the expiration or eazlier termination of this Lease; provided,
however, that nothing herein shall obligate Lessee to pay Taxes and Assessments which aze 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 ~:he 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 chazge, 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 similaz charge measured by the Rent payable under this lease, then all such taxes, assessments,
levies, Taxes and Assessments or charges, or the Dart 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 dischazge the same as herein
provided in respect of the payment of Taxes and ~.ssessments. The payment to be made by Lessee
pursuant to this Section shall be made before any :fine, penalty, interest or cost maybe 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 t~~xes. 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 Ass~:ssments 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 'faxes and Assessments and to stay any action against
7
Lessor for a personal judgment for such Taxes and. Assessments prior to the final determination of such
proceedings; or (ii) Lessee shall have provided a good and sufficient undertaking as may be required or
permitted by law to accomplish a stay of such proceedings or shall have deposited with Lessor, as
security for the payment of such Taxes and Assessments, either money (or United States government
securities satisfactory to Lessor) in an amount sufficient in the reasonable judgment of Lessor to pay
said Taxes and Assessments together with all interest and penalties in connection therewith, and all
charges that may or might be assessed against or become a charge on the Development, or any part
thereof; in said legal proceedings, or a surety bond in an equal amount written by a surety company
satisfactory to Lessor. (Without limiting the generality of the foregoing, if any governmental subdivision
shall undertake to create improvement or special assessment districts or other similar funding
mechanisms ("Districts"), the proposed boundarie;~ of which include the Development, Lessee shall be
entitled to appear in any proceeding relating therei:o and voice Lessees' opinion as to whether or not the
Development should be excluded from or included in the Districts, as to the appropriate scope and cost
of any proposed public improvements to be funded thereby, and as to the degree of benefit to the
Development resulting therefrom. The party recei~~ing any notice or any other information relating to the
proposed creation of any Districts shall promptly ~idvise the other party in writing of such receipt.)
Upon the termination of such legal proceedings, Lessee shall deliver to Lessor proof of the amount of
any such Taxes and Assessments as finally determined in such proceedings and such moneys or
securities so deposited shall be applied to the payment, removal and discharge of said Taxes and
Assessments, if any, then payable and the interest and penalties in connection therewith, and the
charges accruing in such legal proceedings, and the balance, if any, shall be paid to Lessee, provided
Lessee is not in default under this Lease, and any deficiency, if any, shall be paid by Lessee. Lessee
shall have the right, from time to time, to withdra~~v securities on deposit with Lessor, pursuant hereto,
provided that simultaneously with such withdrawal, Lessee deposits in substitution therefor cash or
other governmental securities of the kind permitted under clause (ii) above and satisfactory to Lessor of
a value at least equal to those withdrawn. Coupons on bonds forming part of the securities shall be
delivered to Lessee as and when the same mature, provided Lessee is not then in default hereunder.
Lessor shall not be required to join in any such pr~~ceedings unless it shall be necessary for it to do so in
order to properly prosecute such proceedings and Lessor shall have been fully indemnified to its
satisfaction against all costs and expenses in connection therewith, provided, however, that Lessor shall
not be subjected to any liability for the payment of any costs or expenses in connection with any such
proceedings brought by Lessee, and Lessee covenants to indemnify and save Lessor harmless from any
such costs or expenses.
7.5. Proof of Non-Payment. The certificate, advice or bill of the non-payment of
any such Taxes and Assessments made or issued ley the appropriate official designated by law to make
or issue the same or to receive payment of any su~:h Taxes and Assessments shall be prima facie
evidence, subject to rebuttal, that such Taxes and Assessments are due and unpaid at the time of the
making or issuance of such certificate, advice or till.
7.6. Filin s. As between the parties hereto, Lessee alone shall have the duty of
attending to, making or filing any declaration, statement or report which may be provided or required
by law as the basis of or in connection with the determination, equalization, reduction or payment of any
8
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 declarati~~n, statement or report. Lessor shall cooperate, as
necessary, to facilitate such filings.
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 require 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 in 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 partner 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 occurren~~e 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 oblig~itions 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 airy 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 covenant;. that:
9
9.1. Compliance with Laws. Le;>see shall, and shall require all Sublessees,
licensees, and invitees to, comply with all laws, orders, ordinances, rules and regulations of all federal,
state, District and municipal authorities regulating the development, use and occupancy of the
Development.
9.2. No Waste or Nuisance. Lessee shall not use or permit the use of the
Development in any manner that is unlawful or immoral, that will constitute a waste or a nuisance, or
that will in anyway interfere with the adjacent property owned by Lessor.
9.3 Security Measures. The parties shall reasonably cooperate to establish
security or other measures designed to (i) prohibit unwanted migration of foot or automobiles traffic
between the Development and the Fire Station parcel.
9.4 Cleanliness. The parties shall keep their respective lands and structures in neat,
clean, litter free, and graffiti free condition.
9.5 Noise. The parties acknowledge that the Lessor has operated a fire station on
its property adjoining the Development for several. decades, and that the Lessee intends to construct a
residential housing project. The parties shall reasonably cooperate to assist in mediating complaints
related to noise and operation of a fire station and the Development.
9.6 Activities of the Parties. T11e parties shall use reasonable efforts to control their
activities such that these activities shall not cause ~~isruptions to the operations of either the fire station or
the Development. Any dispute between the parties under this paragraph shall be submitted to binding
arbitration pursuant to paragraph 37 of this Lease.
10. Repairs and Maintenance.
Lessee covenants and agrees, throughout the Term of this Lease, without cost to
Lessor, to take good care of the Development and all improvements constructed thereon and to keep
the same in good order, condition, and repair and in compliance with all applicable laws, ordinances,
regulations and rules applicable thereto, and shall promptly, at Lessee's own cost and expense, make all
necessary repairs, interior and exterior, structural and non-structural, ordinary as well as extraordinary,
foreseen as well as unforeseen, to keep the Development and all improvements constructed thereon in a
well-maintained, safe, clean and sanitary conditio~i. When used in this Section the term "repairs" shall
include replacements or renewals when necessary, and all such repairs made by Lessee shall be at least
equal in quality and class to the original work.
10.1 Lessor's Rights. If Lessee fails to perform Lessee's obligations under this
Paragraph 10, or under any other paragraph of this, Lease, Lessor may at its option (but shall not be
required to) enter upon the Development after thirty (30) days prior written notice to Lessee (except in
the case of an emergency, in which case no notice shall be required), perform such obligations on
10
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 allowab~~e by law shall become due and payable by Lessee.
10.2 No Lessor Obli ations. Excerpt for the obligations of Lessor under Section 20
(relating to destruction of the Development) and udder 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 having 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 improvem~;nt 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, of the City of Cupertino's land use permits and approvals
and building permits.
11.4 Permits. Licenses and Easements. Within ten (10) days after receipt of written
request from the Lessee, the Lessor shall (at no expenses to it) 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 easement;> for public utilities useful or necessary to the
property construction of the Improvements or the operating of the Development.
12. Parcel Man/Lot Line Adjustment. 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.
11
14. Limitations. Lessee shall not permit any odors, smoke, dust, gas, substances, noise or
vibrations to emanate from the Development which would constitute a nuisance or would disturb,
obstruct or endanger the owners or occupants of nf;ighboring properties. Lessee shall not use or allow
the Development to be used for any immoral, improper or unlawful purpose, nor shall Lessee cause or
maintain or permit any nuisance in, on or about thE; Development. No waste, materials or refuse shall
be dumped upon or permitted to remain outside the Development except in trash containers placed
inside exterior enclosures.
15. Lessee Improvements. Lessee may, at its sole cost and expense, after the
Commencement Date, construct or cause to be constructed on the Development improvements
including, but not limited to, buildings, roadways, sidewalks, fences, parking areas, utilities, signs,
monuments and landscaping, hereinafter referred b~ as "Lessee Improvements."
15.1. Requirements. In regard to the Improvements and to any other improvements
constructed on the Development consistent with the provisions of this Lease:
15.1.1. Prior to construction or major repair, renovation or demolition of any
improvements on the Development, Lessee shall obtain the prior written consent of Lessor. Lessee
shall submit to Lessor the final plans and specifications therefor and schedule for completion thereof.
Any plans or specifications submitted to Lessor fo:r approval shall be deemed approved by the Lessor if
written approval or disapproval thereof is not give~i by Lessor within twenty (20) days after such
submission. Lessor shall not unreasonably disapprove plans and specifications.
15.1.2 Bonds.
15.1.3 Performance Bond. During any period of construction or installation
or otherwise authorized, Lessee shall provide to l;~istrict a performance bond in an amount of not less
than one hundred twenty-five percent (125%) of the cost of the Lessee Improvement to be performed
as evidenced by construction contracts for all work, naming the District and Lessee as beneficiaries
and obligees issued by a corporate surety admitted to conduct business as a surety in the State of
California and acceptable to District.
15.1.4 Payment Bond. Daring any period of construction or installation or
otherwise authorized, Lessee shall provide a payment bond in an amount of not less that one hundred
(100%) of the cost of the Lessee Improvement to ire performed as evidenced by construction
contracts for all work, naming the District and Le;;see as beneficiaries and obligees issued by a
corporate surety admitted to conduct business as a. surety in the State of California and acceptable to
District. The payment bond shall also inure to the: benefit of claimants, as said term is presently defined
by Section 3085 of the California Civil Code, or may hereafter be amended, so as to give such
claimants a right of action to recover thereon in arty suit brought to foreclose liens provided for in Title
15 of Part 4, of Division 3 of the California Civil ~~ode or in a separate suit brought upon the bond.
The condition of the bond shall be such that if Le~~see shall well and truly pay, or cause to be paid, all
12
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 (30) days prior to the construction or major repair,
renovation 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 cc-mbination thereof. No construction shall commence
until Lessor has given Lessee written acceptance of such assurances.
15.1.6. Lessee shall give Lessor fifteen (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 fiftee~l(15) days prior to the construction, major repair,
renovation or demolition of any improvements oii 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 in effect, with premiums paid, adequate casualty and liability insurance
(including builder's risk) coverages and workers compensation;
15.1.8. Upon commencement of construction of any improvements, Lessee
shall cause the work to be diligently pursued to c~~mpletion, 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', 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 tY-at such entries and inspections do not unreasonably
interfere with the progress of the construction. LE;ssor 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
13
Development to reasonably cooperate with Lessor or its agent in such inspections. In connection with
any entry by Lessor or Lessor's agent pursuant to this Subsection 15.1.11 Lessor covenants and
agrees to defend (by counsel reasonably acceptable to Lessee), indemnify, and hold harmless Lessee
and its officers, directors, and employees, from ar~d against any and all damage, loss, liability or
expense, including, without limitation, reasonable: attorneys' fees and costs, which arises as a result of
damage to property or injury to persons caused b5~ the negligence or willful misconduct of Lessor or its
agent;
15.1.12. Within ninety (90)~ days after completion of construction of any work
of improvement or major repair on the Development, Lessee shall deliver to Lessor one (1) full and
complete sets of as-built plans for the work so completed;
15.1.13. Lessor shall cooperate to the extent of Lessor's authority, with
Lessee by executing such applications for use permits, building permits, zoning applications, etc.
necessary for the operation of Lessee's business as may be reasonably required to complete Lessee
improvements, however, no costs shall accrue to ~~r be borne by Lessor.
15.1.14.. Lessee shall at its sole cost and expense, throughout the term of this
Lease, to be provided with all public utilities on a separately metered or charged basis including
electricity, water, gas, sewer, telephone, and refu.,e disposal, and pay or cause to be paid to all
providers thereof; when due, all charges and deposits required to maintain such utility service on a
current basis. Upon termination of this Lease, the Development shall be surrendered to Lessor with
such utilities so provided.
15.1.15. No consent or approval by Lessor pursuant to this Section 15.1 shall
be deemed or construed as a waiver of any of Lessor's rights under this Lease except as such may be
expressly set forth in writing by Lessor in any such consent or approval. No inspection by Lessor or
Lessor's agent pursuant to this Section 15.1 shall constitute acceptance of any condition of the
Development or be construed as an acknowledgrr~ent by Lessor of Lessee's compliance with the
provisions of this Lease.
16. Compliance With Laws.
16.1. Governmental Requireme~its. During the Term of this Lease, Lessee, at its
sole cost and expense, shall promptly comply with all requirements of all federal, state and municipal
governments, agencies, courts, commissions, boards, or any other body exercising functions similar to
those of any of the foregoing, foreseen or unforeseen, ordinary as well as extraordinary, which maybe
applicable to the Property.
16.2. l~ht to Contest. Lessee ;hall have the right to contest by appropriate
proceedings diligently conducted in good faith, iii the name of Lessee, without cost or expense to
Lessor, the validity or application of any law, ordinance, order, rule, regulation or requirement of the
nature referred to in Section 16.1. If compliance with any such law, ordinance, order, rule, regulation
14
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 to
comply therewith, Lessee may delay compliance therewith until the final determination of such
proceeding.
16.3. Lessor's Cooperation. Lessor shall cooperate with Lessee in any contest
referred to herein, provided that Lessor shall not tie required to join in any proceedings referred to in
this Section unless the provisions of any applicab]~e law, rule or regulation at the time in effect shall
require that such proceedings be brought by and/ar 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 Environmental Response, Compensation and Liability
Act, 42 U.S.C. 9601 et. seq. (42 U.S.C. 9601). A.s 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
Hazardous 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 opp~~rtunity to enter the Development for the purpose of
conducting tests, engineering studies, to satisfy it:;elf of the condition of the Development with respect
to Hazardous Materials.
15
17.4 Responsibility of the Lessor. It is recognized by the parties that Lessor shall
deliver the property to Lessee free of known Hazardous Materials. Lessee hereby accepts the findings
and conclusions of the Environmental site assessment prepared for the Lands by E2C, Inc. for
Jackson, Tufts, Cole and Black dated October 14, 1994 (Phase I) together with the reinspection
results referred to in the conclusions and recommendations section of the report and a Phase II report,
if any exists.
17.4.1. Any handling, tran;~portation, storage, treatment, disposal or use of
Hazardous Materials in or about the Development: or Lessee Improvements by any person or entity
shall be the responsibility of Lessee and shall strictly comply with all applicable Hazardous Materials
Laws and the provisions of this Lease.
17.4.2 The Lessee shall not knowingly permit the Development or any
portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or
transportation of hazardous materials or otherwise: knowingly permit the presence of hazardous
materials in, on or under the Development.
17.4.3. It shall be the duty of Lessee to insure that the Development and
Lessee Improvements is at all times in strict com~~liance with all Hazardous Materials Laws and that all
activities conducted in or about the Development and Lessee Improvements comply in every respect
with all applicable Hazardous Materials Laws inc~~uding, but not limited to, all notification, record
keeping, and maintenance requirements of such Laws.
17.4.4. The Lessee shall keep and maintain the Development or any portion
thereof in compliance with, and shall not cause or permit the Development or any portion thereof to be
in violation of, any hazardous materials laws.
17.4.5. Lessee shall have and discharge all of the duties and obligations of the
owner of the Development and Lessee Improvements under applicable Hazardous Materials Laws,
including, but not limited to, response and remediation; and
17.4.6.. Upon receiving act~.~al knowledge of the following, the Lessee shall
immediately advise the Lessor in writing of:
A. Any and all enforcement, cleanup, removal, or other governmental
or regulatory actions institutes, completed or threatened against the Lessee or the Development
pursuant to any applicable hazardous materials laws.
B. Any and all claims made or threatened by any third party against
the Lessee or the Development relating to damage, contribution, cost recovery, compensation, loss or
injury resulting from any hazardous materials (the matters set forth in the foregoing paragraphs A and B
are hereinafter referred to as "Hazardous Material;; Claims");
16
C. The Lessee"s di;;covery of the presence of any hazardous materials
in, on, or under the Development; or
D. The Lessee's di::covery of any hazardous materials on any
property adjoining or in the vicinity of the Development, which Lessee reasonably believes may impact
the Development. If the 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 jurisdi~;tion), 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, fines, monetary sanctions,
attorneys' fees, experts fees, court costs, remediation costs, investigation costs, and other expenses
which result from or arise in any manner whatsoe~~er 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 v~~hatsoever) 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 res~~onsible 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 communication 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
17
quantities of household chemicals such as adhesives, lubricants, and cleaning fluids in order to conduct
their business on the Development and Lessee Improvements and such other Hazardous Materials as
are necessary for the operation of their respective business of which Lessor receives notice prior of
such Hazardous Materials being brought onto the Development and which Lessor consents in writing
may be brought onto the Development. As a condition to its consent, Lessor may require from
Lessee or any Sublessee additional security and/or indemnification against potential claims or losses
resulting from the presence or use of such Hazardous Materials at the Development and Lessee
Improvements. At any time during the Term, Lessee shall, within thirty (30) days after written request
therefor received from Lessor, disclose in writing all Hazardous Materials that are being used by
Lessee or Sublessees on the Development and Le;~see Improvements, the nature of such use, and the
manner of storage and disposal.
17.8. Monitoring Wells. In the event that Lessor has reason to believe that
Hazardous Materials may be present on the Development and Lessee Improvements, Lessor may
require that, at Lessee's expense, testing wells be .installed on the Development, at locations
determined by Lessor and Lessee, and may cause the ground water to be tested to detect the
presence of Hazardous Materials by the use of such tests as are then customarily used for such
purposes. Lessee shall comply promptly with an~~ such request. If said tests establish no toxic
contamination above acceptable levels, the Lessor shall reimburse Lessee for all expenses associated
with said testing.
17.9. Survival. The obligations of Lessee under this Section 18 shall survive the
expiration or earlier termination of this Lease. Tree rights and obligations of Lessor and Lessee with
respect to issues relating to Hazardous Materials tcre exclusively established by this Section. In the
event of any inconsistency between any part of this Lease and this Section, the terms of this Section
shall control, provided, however, that in the event that this lease is assigned under the provisions of
Section 8 of this lease, the rights and obligations of the Lessee are extinguished and the Lessor shall
look solely to the assignee for any performance wider Section 17. Notwithstanding any provision to
the contrary herein, Lessee shall not be Liable under Section 17 for Hazardous Materials which are
shown to have existed on the site prior to Lessee'; taking of possession under this lease nor shall the
Lessee be liable to the Lessor under Section 17 for Hazardous Materials which can be shown to have
migrated on to the site from other properties after the expiration of this lease.
18. Liens.
18.1. Lessee to Discharge. During the Term of this Lease, Lessee shall not permit to
remain, and shall promptly discharge by payment, deposit, bond or otherwise, at its cost and expense,
all mechanics' liens, encumbrances and charges (other than liens, encumbrances and charges created by
Lessor or a Leasehold Mortgage), or any other lien, encumbrance, or charge arising out of any matter
the payment or performance of which is an obligation imposed upon Lessee under this Lease or
otherwise, upon the Development and Lessee Improvements or which would encumber Lessor's
reversionary interest in the improvements, or any Dart thereof, upon termination of this Lease. Lessee
shall, however, have the right to contest with due ciiligence the validity or amount of any lien or claimed
18
lien, if Lessee shall give to Lessor such security as Lessor may reasonably require to insure payment
thereof and prevent any sale, foreclosure or forfeit~.rre of the Development or Lessor'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 Les:;ee's own expense, and if Lessee shall fail to do so,
Lessor may at its option pay any such final judgm~;nt and clear the Development or Lessor'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 Californi<< 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 consent 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 assignment by Lessee to any assignee, and upon the condition that the District
receives 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 carrier m~~y be substituted for District's Special Endorsement
form if they provide the coverage as required. In ;rddition, a certified copy of the policy or policies shall
be provided by Lessee upon request. A periodic review/change of insurance requirements maybe
made every five years to ensure that appropriate coverage to standards of the County of Santa Clara,
to which the District adheres.
19.2. Oualifving Insurers All policies shall be issued by companies which hold a
current policy holder's alphabetic and financial si.:e 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 pro~rides limits as follows:
a. Each occurrence - $5,000,000
b. General aggregate - $5,000,000
c. Products/Completed Operations aggregate - $2,000,000
19
d. Personal Injury - $1,000,000
A minimum of 50% of each of the aggregate limits must remain available at all
times unless coverage is project specific.
19.3.2. General liability coverage shall include:
a. Development and O~~erations
b. Products/Completed
c. Contractual liability., expressed including liability assumed under
this Agreement.
d. Personal Injury liability
e. Owners' and Contractors' Protective liability
£ Severability of interest
19.3.3. General liability coverage shall include the following endorsements,
copies of which shall be provided to the District:
19.3.3.1 Additional Insured Endorsement:
Insurance afforded by this policy shall also apply to the District, and members of the Board of
Supervisors of the District which serves as its governing Board, and the officers, agents, and employees
of the District, individually and collectively., as ad~3itional insureds.
19.3.3.2 Notice of Cancellation or Change of Coverage
Endorsement: Insurance afforded by this policy shall not be canceled or changed to as to no longer
meet the specified District insurance requirements without 30 days' prior written notice of such
cancellation or change being delivered to the District.
19.3.4. Automobile Liabilit:~ Insurance. For bodily injury (including
death) and property damage which provides total limits of not less than one million dollars ($1,000,000)
combined single limit per occurrence applicable to all owned, non-owned and hired vehicles.
19.3.5. Workers' Compensation and Employer's liability insurance.
19.3.5.1. Statutory California Workers' Compensation coverage
including broad form all-states coverage.
19.3.5.2. Employer's Liability coverage for not less than one
20
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 all Lessee
Improvements, including improvements and betterments owned by Lessee, at replacement cost value,
and shall name District as loss payee. Lessee shall. also provide fire insurance on all personal property
owned by the Lessee contained within or on the le;rsed Development. The policy shall be written on a
standard "all risk" contract, excluding earthquake :ind 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 l~iortgagee, 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 redetermined 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 Subro ag tion. 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 defined in insurance policies and forms approved for use in the
state of California. Each party shall obtain any special endorsements, if required by their insurer, to
evidence compliance with the aforementioned wai~~er.
19.5 Indemnification. 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 P:~,rties agree that all losses or liabilities incurred by a
party shall not be shared pro rata but instead the Lc;ssor 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 ager.~ts, harmless from any claim, expense or cost,
damage or liability imposed for injury (as defined ley 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
omissions or willful misconduct of the other parties hereto, their officer, board members, employees or
agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such
other parties under this Agreement for the term of this Agreement.
If Lessee is not the City of Cupertino, then each party shall indemnify, reimburse; hold
harmless and defend the other from any and all liability, damages, loss costs, a and obligations,
including, but not limited to, court costs and reasonable attorney's 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 that party, or those of its officers,
agents, contractors, sublessees, employees, invitees, and assigns.
19.6. Loss Payable Endorsement. All policies of casualty insurance required to be
furnished by Lessee pursuant to this Section 19 m~iy have attached thereto the Lender's Loss Payable
Endorsement (Form 438BFU NS), or its equivalent, for the benefit of any Leasehold Mortgagee, and
each Leasehold Mortgagee may be named as an additional insured under all liability policies.
19.7. Compliance. Lessee shall observe and comply with the requirements of all
policies of public liability, fire and other policies of insurance at any time in force with respect to the
Development and Lessee Improvements and Lessee shall so perform and satisfy the requirements of
the companies writing such policies such that at all times companies of good standing shall be willing to
write or to continue such insurance.
19.8. Insurance Unobtainable. If any of the insurance provided for in this Section 19
should, after diligent effort by Lessee, be unobtainable through no act or omission on the part of Lessee,
and if Lessee shall in such case obtain the maximum insurance obtainable and promptly give notice to
Lessor of the extent of Lessee's inability to obtain any insurance required to be maintained hereunder,
then the failure of Lessee to procure and maintain ;such insurance as is unobtainable as aforesaid shall be
excused so long as Lessee provides Lessor with such additional security against the uninsured or
partially insured loss as is reasonably required by lessor.
20. Damage or Destruction. For purposes of this Paragraph 20 the term
"Improvements" refers collectively to any Lessee Improvements. In the event of any damage to or
destruction of the Improvements located on or appur Lessee to the Development during the Term of
this Lease the following provisions shall apply:
20.1. Restoration. Subject to the terms and conditions of any Leasehold
Mortgage, Lessee shall promptly and diligently re.,tore and rebuild -all Improvements pursuant to this
Paragraph 20 as nearly as possible to their condition immediately prior to such damage or destruction.
In connection with the negotiation of any Leasehold Mortgage, Lessee shall use reasonable good faith
efforts to obtain the agreement of the Leasehold Mortgagee that, in the event said Leasehold
Mortgagee receives insurance proceeds as a result of damage to or destruction of the improvements,
which it otherwise would be entitled to retain, the ]Leasehold Mortgagee shall advance such funds to
22
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 Loan Obligation 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 Against Lessee's Interest in the Leasehold Estate.
a) Lessee shall have the right 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 to exceed $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 secTuring 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 loans described in paragraphs 21.2(a)(i).
c) For as long as there is an~~ Lien securing any Approved Loans:
23
i) The Lessor shall r.~ot agree to any mutual termination or accept any
surrender of this Lease, nor shall the Lessor consent to any amendment or modification of this Lease
without prior written consent of all Approved Len~~ers which have an outstanding Approved L oan.
ii) Notwithstanding any default by the Lessee under this Lease, the
Lessor shall have no right to terminate this Lease unless the Lessor has given all Approved Lenders
identified in 21.2, Lender(s) or tax credit investor limited partners for which Lessee has provided the
Lessor with written notice, or any other lender or ,successor for which Lessee has provided written
notice to Lessor which have an outstanding Approved Loan written notice of such default and such
Approved Lenders have failed to remedy such def,~ult or acquire the Lessee's leasehold estate created
by this Lease or commence foreclosure or other af~propriate proceedings as set forth in, and within the
time specified by, paragraphs below, as applicable. If the Lessor shall accept the offers to cure in the
following order: first, the Lessee or its limited pan:ner, then each Approved Lender in the relative
priority of their respective deeds of trust or mortgages.
iii) Any Approved Lender or tax credit investor limited partners which
has an outstanding Approved Loan or equity investment shall have the right, but not the obligation, at
any time to pay any or all of any other act or thing required of the Lessee by the terms of this Lease, to
prevent termination of this Lease. Each Approved Lender shall have ninety (90) days after receipt of
notice from the Lessor describing such default to cure the default. All payments so made and all things
so done shall be as effective to prevent a terminati~~n of this Lease as the same would have been if
made and performed by the Lessee instead of by the Approved Lender(s).
iv) In addition to the cure period provided in paragraph (iii) above, if
the default is such that possession of the Development may be reasonably necessary to remedy the
default, any Approved Lender or investor which h~~s an outstanding Approved Loan or equity
investment shall have a reasonable time after the expiration of such ninety (90) days period within which
to remedy such default, provided that (A) such Approved Lender or investor has fully cured any default
in the payment of any monetary obligations of the Lessee under this Lease within such ninety (90) day
period and shall continue to pay currently such monetary obligations when the same are due, (B) such
Approved Lender or investor has acquired the Lessee's leasehold estate hereunder or commenced
foreclosure or other appropriate proceedings prior to or within such period, and shall be diligently
prosecuting the same; and (C) after gaining possession of the Development, the Approved Lender or
investor has cured all non-monetary defaults capable of cure by the Approved Lender or investor and
performed all obligation of the Lessee capable of f~erformance by the Approved Lender or investor
when the obligations are due.
v) Any default under this Lease which by its nature cannot be remedied by any
Approved Lender or investor shall be deemed to b~~ remedied if (A) within ninety (90) days after
receiving written notice from the Lessor describing the default, or prior thereto, any Approved Lender
or investor has acquired the Lessee's leasehold est;ite or commenced foreclosure or other appropriate
proceedings, (B) the Approved Lender or investor diligently prosecutes any such proceedings to
completion, (C) the Approved Lender or investor 1-~ereunder which does not require possession of the
24
Development, and (D) after gaining 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 judicial proceedi~igs 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 all 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 personally 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 shall 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 sixty (60) days after becoming the legal
owner of the leasehold estate, the Lessor shall entc;r 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 requiremE;nts which have been fulfilled by the Lessee prior to
termination) as are contained in this Lease and with priority equal 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 maybe,
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, tlten the Lessor shall execute a now lease of the Land
with the requesting Approved Lender or investor leaving the most senior deed of trust.
25
xi) The Lessor shall cooper~ite in including in this Lease by suitable amendment
from time to time any provision which may reasor.~ably be requested by any proposed leasehold
mortgagee for the purpose of implementing the mortgagee-protection provisions contained in this Lease
and allowing such leasehold mortgagee reasonable: means to protect or preserve the lien of the
leasehold mortgage and the value of its security. 7~he Lessor shall execute and deliver (and to
acknowledge, if necessary, for recording purposes:) any agreement necessary to effect any such
amendment, so long as such amendment does not in any way affect the Lease Term or rent under this
Lease or otherwise in any material respect adversely affect any rights of the Lessor under this lease or
the Lessor Loan Documents.
xii) Notwithstanding anything to the contrary contained in this Paragraph (c), to
effect a cure of a default by Lessee, an Approved lender or investor shall not be required to pay any
accrued rent or interest thereon.
d) In the event any mortgage ar deed of trust to which this Lease is subordinate is
foreclosed or deed in lieu of foreclosure is given t~~ the mortgagee or beneficiary, this Lease shall not be
barred, terminated, cut off, or foreclosed. Neither shall the rights and possession of Lessee under this
Lease be disturbed, if Lessee is not then in default in the payment of rental and other sums due under
this Lease or otherwise in default under the terms of this Lease, and if Lessee attorns to the purchaser,
grantee, or ground lessor or, if requested, enters into a new lease for the balance of the term of this
Lease on the same terms and provisions contained in this Lease.
21.3 Cost of Approved Loans to be Paid by Lessee.
The Lessee shall bear all of the costs and expenses in connection with (a) the
preparation and securing of the Approved Loans, I b) the delivery of any instruments and documents
and their filing and recording, if required, and (c) ,all taxes and charges payable in connection with the
Approved Loans.
21.4 Proceeds of Approved Loarts.
All Approved Loan proceeds shall be paid to and become the property of the Lessee,
and the Lessor shall have no right to receive any such Approved Loan proceeds.
26
21.5 Notice and Right to Cure Defaults Under Approved 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, acid 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 v~~ithheld 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 Lea;>e, (b) Lessor shall have no obligation to accept the
attornment of any Subleassee except upon termination of this Lease, (c) without Lessor's approval,
Lessee shall not accept more than one (1) month's 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 disc;retion, (e) a full, true, and complete copy of; every
Sublease and of all amendments or modifications thereto shall be delivered to Lessor not late than ten
(10) days after the execution thereof by the parties thereto. This section does not apply to individual
residential lease to Tenants as defined in Section 1.6(0) of this lease.
22.2 Lessor hereby acknowledges Lessee's authority, so long as this Lease is in full
force 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 n~tain 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 reason;> for Lessor's refusal to consent to a Sublease,
Lessor 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, ;~,s 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 writt~:n notice specifying the non-payment.
27
23.1.2. Failure of the Lessee to observe and perform any other covenant,
condition or agreement hereunder on its part to be performed, and A) continuance of such failure for a
period of sixty (60) days after receipt by the Lessee of written notice of such default or B) if by reason
of the nature of such default the same cannot be remedied within such (60) days, the Lessee fails to
proceed with reasonable diligence after receipt of ;such notice to cure the same: or
23.1.3. The Lessee's abandonment of the Land for the period of time
required for such abandonment to be legally recognized as such under California law; or
23.1.4. A general assignm~:nt for the benefit of creditors; or
23.1.5. The filing of a voluntary petition by the Lessee, or the filing of an
involuntary petition by any of the Lessee's creditors, seeking the rehabilitation, liquidation or
reorganization of the Lessee under any law relatin, to bankruptcy, insolvency or other relief of debtors,
provided that in the case of an involuntary petition. Lessee shall have sixty (60) days to cause such
petition to be withdrawn or dismissed.
23.1.6. The appointment o:P a receiver or other custodian to take possession
of substantially all of the Lessee's assets or of this leasehold, which appointment is not withdrawn or
dismissed within sixty (60) days, excluding any receivership initiated by an Approved Lender which
shall not constitute an Event of Default; or
23.1.7 The Lessee becomes insolvent or declares in writing it is unwilling to
pay its debts as they become due; or any court enters a decree or order directing the winding up or
liquidation of the Lessee or of substantially all of its assets; or the Lessee takes any action toward the
dissolution or winding up of its affairs or the cessation or suspension of its use of the Development; or
. 23.1.8 Attachment, execution or other judicial seizure of substantially all of the
Lessee's assets or this leasehold, which is not dismissed, bonded, or stayed within sixty (60) days; or
23.2 Remedies for Defai:;lt by Lessee. Whenever any default has occurred
and is continuing and upon expiration of any applicable cure periods, and subject to the
cure rights of Approved Lenders and limited partners, an Event of Default shall exist,
and the Lessor may take whatever <<ction at law or in equity as may appear reasonably
necessary to enforce performance or observance of this Lease, including without
limitatiori, termination of this Lease. In the event of an Event of Default, Lessor's
remedies shall be cumulative, and rio remedy expressly provided for in th is section shall
be deemed to exclude any other remedy allowed by law.
28
23.3 Remedy for Default by Lessor.
If the Lessor defaults under this Lease, the~i 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 intere;~ts. 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
(LATE) from the Lessor within thirty (30) days aft~;r sending to the Lessor a statement therefor.
24. Lessor's Right To Perform Lessee's Covenants.
24.1. Lessee's Failure To Pav. If Lessee shall at any time fail to pay Taxes and
Assessments or other charge in accordance with Sf;ction 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 p~~yment 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 connc;ction 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 constructed 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 beand become the property solely of Lessor, free and clear of all claims
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 ::hall operate as a conveyance and assignment,
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
instruments of further assurance as are necessary or desirable to confirm or perfect Lessor's right, title
and interest in and to all of the property hereinabo~~e described and shall defend Lessor's title thereto
against all claims imposed or suffered by or throu€;h Lessee.
25.1. Abandoned Property. Subject to the rights, if any, of Sublessees under then
existing Subleases which are not in default, any furniture, furnishings, trade fixtures, business equipment
or other personal property of Lessee or any Sublessee which shall remain on the Development for 30
days after the termination of this Lease or any Sublease and the removal of Lessee or any such
Sublessee from the Development, may, at the option of Lessor, be deemed to have been abandoned by
Lessee or any such Sublessee and may either be retained by Lessor as its property or be disposed of
without accountability in such manner as Lessor m_ay see fit.
26. Condemnation.
26.1 Condemnation.
If the Development or the Land or ;any part thereof is taken or condemned, for any
public or quasi-public purpose or use by any competent entity in appropriate proceedings, or by any
right of eminent domain, then the Lessor and Less~:e shall request that awards and other payments on
account of a taking of the Development and the Land (less costs, fees and expenses incurred by the
Lessor and Lessee in connection with the collection thereof) be divided by the court between loss of
value of the fee interest in the Land and loss of value of the Development In any case, subject to the
rights of Approved Lenders under the Approved Lean Documents (with any conflicts resolved in
accordance with the relative priority of their respective deeds of trust), such awards and payments shall
be applied as follows:
a) Net awards and payments received on account of a partial taking of the
Development, other than a taking for a temporary izse not exceeding one (1) year, shall be allocated
and paid in the following order of priority:
i) If the Lessee reasonably believes restoration is economically feasible, and
unless the Lessee is then in default and the opporhmity to cure has expired under the Approved Loan
Documents, first, to pay the cost of restoration of the Development, provided that the extent of the
Lessee's obligations to restore the Development shall be limited to the amount of the net award and
payment received on account of the taking. The Lessee shall furnish to the Lessor evidence reasonably
satisfactory to the Lessor of the total cost of the restoration of the Development. In such event, the
condemnation proceeds shall be paid into the Construction Fund described in paragraph 26.2 below,
subject to the rights of Approved Lenders to collect and disburse such funds.
ii) Second, or first if (i) the Lessee does not reasonably believe that restoration
is economically feasible, or (ii) the Lessee is in def-ault and the opportunity to cure has expired under the
Approved Loan Documents, to any Approved Lenders (in the order of their respective lien priority, if
there is more than one Approved Lender) in an am~~unt equal to the decrease (if any) in the value of the
30
security for their respective Approved Loans as a result of the partial taking (calculated as set forth
below in this paragraph 26.1 less amounts 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 si;~m of the principal amount of the Approved Loan plus
the principal amounts of all Approved Loans highf;r 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 re~~ersionary 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 receiv~:d 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 Lc;nders with then-outstanding Approved Loans
31
secured by the Development (in the order of their respective lien priority, if there is more than one
Approved Lender), an amount equal to the unpaid balance secured by their respective Approved
Loans to the extent there are sufficient funds to make such payments;
ii) The balance, if any, shal l 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.
e) For purposes of subsections (a)(i:ii) and (d)(ii) above, first the Lessee shall receive
reimbursement for any funds it has reasonably expended for repair and/or reconstruction of the
Development (other than funds received from Approved Lenders). Second, the Lessor shall receive
that portion of the remaining sum equal to such remaining sum, multiplied by a fraction the numerator of
which is the number of years elapsed from the datE: of the Lease to the date of the taking, and the
denominator of which is fifty-eight (58). Third, the Lessee shall receive all remaining sums.
f) The Lessee shall receive any award granted for or allocated to trade fixtures, moving
expenses or loss of business.
g) If the Development is taken or condemned during the last five (5) years of the Lease
Term under circumstances described, in paragraph (a) above, then the Lessee may elect to terminate
the Lease and proceeds of any payment or award shall be distributed in accordance with the provisions
of paragraphs (d) and (e) above.
26.2 Administration of Construction Fu~id in the Event of Condemnation or Dama eg_or_
Destruction of Development.
If the Approved Loans have been paid in fill, and if the Development or any part of it is to be
repaired or reconstructed after damage or destructi~~n or condemnation, then all proceeds collected
under any and all policies of insurance covering such damage or destruction, or all compensation
received for such taking by the exercise of the pov~~er of eminent domain, shall be paid into a special
trust fund to be created and held by the Lessee and to be designated as the Construction Fund, during
such repairing or reconstructing. Any surplus of such insurance or condemnation proceeds remaining
after the completion of all payments for such repairing or reconstructing shall be held or applied by the
Lessee in a manner consistent with the applicable provision of this paragraph 26.
26.3 Lessee-Lessor-Approved Lenders to be Made Parties in Leal Proceedings.
a) In the event proceedings shall be instituted (i) for the exercise of the power of
eminent domain, or (ii) as a result of any damage t~ or destruction of the Development, the resulting
proceeds shall be paid to the Approved Lenders four application or disbursement in accordance with the
Approved Loan Documents (in the order of their respective lien priority, if there is more than one such
Approved Lender). The Lessee, Lessor, and, as necessary, any Approved Lender with a then
32
outstanding Approved Loan shall be made parties to those proceedings, and if not made parties by the
petitioning party, shall 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 infeasiblf; both as a whole and in substantial part, the Lease
shall terminate (except if the Lessee is rebuilding t:he Development in accordance with the terms of this
Lease), and in such event any proceeds shall be allocated pursuant to 26.1. 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 Assurances.
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 Representations
The Lessor represents, as of the date of this Lease, as follows:
a) it is unaware of any exceptions to title to the Land except as set forth in the attached
Exhibit C:
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
prepared by E2C, Inc. dated October 14, 1994, an~i subsequent studies, there are no Hazardous
Materials at, on, or under the Land, and there existed one below ground storage tank on the Fire
Station parcel which has been removed;
d) there is no pending, or, to the beast of its knowledge, threatened condemnation or
similar proceeding affecting the Land, nor does the Lessor have any knowledge that any such action is
contemplated;
e) there are no legal actions or other legal proceedings pending or, to the best of the
Lessor's knowledge, threatened against or affecting the Land, or the Lessor's title to the Land,
including any zoning, land use or environmental matters, and there is no action, proceeding or
investigation pending or, to the best of the Lessor's knowledge, threatened which questions, directly or
indirectly, the validity or enforceability of this Le~ise or which individually, or in the aggregate, might
adversely affect the construction, use, or occupancy of the Land;
f) there are no contracts to which the Lessor is a party or may be bound affecting the
Land, true and correct the attached copies of which have been delivered to the Lessee, and to the best
of the Lessor's knowledge, neither the Lessor nor any other party to such contracts is in default in the
performance or observance of any of their provisions;
g) all requisite action has been takc;n by the Lessor in connection with entering into this
Lease and the consummation of the transactions a~ntemplated by this Lease, and this Lease has
beenduly executed and delivered by the Lessor an~3 constitutes the legally valid and binding obligation
of the Lessor, enforceable against the Lessor in accordance with its terms except as the same maybe
affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles
relating to or limiting the rights of contracting parties generally; and
h) 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 Lessor or any provision of any indenture, agreement, or other instrument to
which the Lessor is a party or may be bound and t~~ the best of the Lessor's knowledge, neither the
entry into nor the performance of this Lease or the other documents contemplated in this Lease, has
resulted or will result in any violation of, or conflict with, or invalidate, cancel or make inoperative, or
result in the creation of any lien, encumbrance or piny other charge upon the Land pursuant to, 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 Lessor or the Development.
27.3 Lessee Representations
The Lessee represents, as of the date of this Lease, as follows:
a) it is a General Law City duly orl;anized, validly existing, and in good standing under
34
the laws of the State of California.
b) all requisite action has been takf;n 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 maybe
affected by bankruptcy, 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 inoper;~tive, 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 maybe 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 u~ireasonably 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 neces:~ary 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 Lesser shall notify the Lessee of such intention in writing
not later than sixty (60) days before close of escro~~v. In the event of a sale, assignment, transferor
conveyance by the Lessor of the Land or its rights under this Lease, the same shall operate to release
the Lessor from any future liability upon any of th~~ 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 attorn to any such purchaser or assignee.
35
27.5 Encumbrance by Lessor .
Except as provided in paragraph 2 l (to which encumbrance the Lessee has
consented), the Lessor shall not encumber or hypothecate its interest in the Land or any part thereof
with any mortgage, deed of trust, or other form of security interest.
27.6 Release of Lessee.
The Lessee may sell, assign, transfer or convey all or a part of Lessee's leasehold
interest only with the written consent of Lessor [e:~cept as provided in paragraph 21 ]which shall not be
unreasonably withheld provided that the purchaser, assignee, or transferee i) expressly assumes all
obligations of the Lessee under this lease by a written instrument in a form reasonably satisfactory to the
Lessor and recordable in the official records of the: County of Santa Clara and ii) executes necessary
documentation to effect continued encumbrance of the leasehold interest to approved lenders who have
required encumbrance pursuant to paragraph 21 above (to which encumbrance the Lessor has
consented.
In the event of a sale, assignment, transfer, or conveyance by Lessee of its rights under
this Lease, the same shall operate to release the Lessee from any future liability upon any of the
covenants or conditions of the lease, express or implied, in favor of the Lessor, and in such event the
Lessor shall look solely to the successor in interest of the Lessee and to the leasehold interest contained
in this Lease.
28. Payment of Lessor's Costs. Under various provisions of this Lease or otherwise,
Lessee shall or may request that Lessor execute, a~~prove or join in the application for various
governmental approvals or other actions pertaining; to the Development, grant easements, protestor
join in the protest of taxes or other Taxes and Assf;ssments or the application of any law, rule or
regulation respecting the Development, or review ~r approve any other matter pertaining to the use and
enjoyment, financing, construction, subletting, assignment or other aspect of Lessee's interest in the
Development and this Lease. Lessee shall, upon demand by Lessor, reimburse Lessor for the
reasonable costs actually incurred by Lessor in cotmection with any of the foregoing matters, including,
but not limited to, the reasonable fees of Lessor's attorneys and consultants and the cost of Lessor's
personnel who are involved in such review or approval process. Lessor agrees to respond to each such
request by Lessee in a timely manner.
29. Force Maj eure
Performance by either Party shall not be deemed to be in default where defaults are
due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God;
acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; governmental
restrictions or priority; litigation (including suits filed by third parties concerning or arising out of this
Lease); weather or soils conditions which, in the opinion of the Lessee's contractor, will necessitate
delays; inability to secure necessary labor, materials or tools; delays of any contractor, sub-contractor
36
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 ~:he 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 Lea:;e 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 Lea;;e 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 this Lease, then the defaulting party or the party not prevailing in such
dispute, as the case maybe, shall pay any and all costs and expenses incurred by the other party or
parties on account of such default in enforcing or c;stablishing 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 Lessor's sole representative in connection with this Lease and that no other
firm has been engaged by it, or performed any ser`~ices 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
for compensation, commissions, fees or other sums claimed to be due or owing with respect to the
representation or Lessor in effecting this Lease.
31.5.2. Lessee hereby repr~:sents and warrants to Lessor that Lessee has not
engaged any broker representative in connection with this lease and that no broker or finder has been
engaged by it, or performed any services for it, in connection with this transaction. Lessee hereby
agrees to indemnify and hold harmless Lessor from and against any and all costs, expenses (including
attorneys' fees), liabilities, causes of action, claim; or suits by any party, for compensation,
commissions, fees, or other sums claimed to be dice or owing with respect to the representation of
Lessee in effecting this Lease.
31.6 Counterparts This Lease maybe executed in counterparts and multiple
originals, each of which shall be an original anti all of which shall constitute the same instrument.
31.7. Entire Agreement. This Lease contains the entire understanding between the
parties relating to the transactions contemplated hereby and all statements, oral or written, are merged
herein. Specifically, but not by way of limitation, this Lease supersedes the Option Agreement.
31.8. Further Assurances. The parties hereto agree to execute, acknowledge and
deliver any other instruments and perform any other acts necessary, desirable or proper to carry out the
purposes of this Lease.
31.9. Headings. The headings oPthe sections, subsections, paragraphs, and
subparagraphs of this Lease have been inserted for convenience of reference only and shall in no way
restrict or otherwise affect any of the terms or provisions of this Lease.
31.10 Heirs, Successors and Assigns. The terms of this Agreement shall be binding
upon and inure to the benefit of the heirs, successors, receivers, conservators and assigns of the parties,
except to the extent that assignment is prohibited ~~r limited by other provisions of this Lease.
31.11. No Joint Venture. Nothing in this Lease shall be construed to render the
Lessor in any way or for any purpose a partner, joint venturer, or associate of Lessee. The relationship
of Lessor and Lessee hereunder is solely that of a lessor and lessee of real property.
31.12 No Merger. There shall lie no merger of this Lease, or any interest in this
Lease or of the leasehold estate created hereby, with the fee estate in the Land by reason of the fact
that this Lease or such interest maybe directly or indirectly held by or for the account of any person
who shall hold the fee estate in the Land, or any i~iterest in such fee estate; nor shall there be such a
merger by reason of the fact that all or any part of the leasehold estate created hereby maybe
conveyed or mortgaged in a leasehold mortgage to a leasehold mortgagee who holds the fee estate in
the Land or any interest of the Lessor under this Lease.
38
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 event 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 agre;ements 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 future of th_e 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 thf; 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 confirmation of receipt. Notices shall b~; given at the following addresses:
IF TO Lessor: IF TO Lessee:
Santa Clara District Central Fire Protection District City of Cupertino
14700 Winchester Blvd. 10300 Torre Avenue
Los Gatos, CA 95032-1818 Cupertino, CA 95014
ATTN: Fire Chief ATTN: City Manager
Phone: (408) 378-4010
Facsimile: (408) 378-4079
Phone: (408) 777-3212
Facsimile: (408) 777-3366
31.16. Recordation. This Lease shall not be recorded. If 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. Severabilitv. 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
31.18 Successors and Assigns. The terms of this agreement shall be binding
upon and inure to the benefit of the successors anti assigns, except to the extent that assignment is
prohibited or limited by other provisions of this Lease.
31.19. Time of Essence. Time is of the essence in the performance of every
agreement made herein.
32. Arbitration of Disputes.
32.1. When Arbitration Is Required. If at any time, or from time to time during the
Term hereof, any dispute shall occur between Les;~or and Lessee and if Lessor and Lessee have
specifically and expressly agreed in another Section of this Lease to the settlement of such dispute by
arbitration, such dispute shall be settled by arbitration in the City of San Jose, California, in accordance
with the Commercial Arbitration Rules then obtaining of the American Arbitration Association, and
judgment upon the award rendered in such arbitration maybe entered in any court having jurisdiction
thereof; provided, however, that in any arbitration proceeding conducted pursuant to this Section 32, at
least one arbitrator shall be an attorney at law, admitted to practice in the State of California, with
demonstrable experience dealing with real estate matters.
32.2. Rules and Procedures. The following provisions shall apply to any arbitration
conducted hereunder:
32.2.1. Before either party initiates an arbitration hereunder, such party shall
request in writing a meeting with a designated representative of the other party, to occur within ten (10)
business days after the giving of such notice, at the place of business of the initiating party or such other
place as the parties may agree, for the purpose of ~~ttempting to resolve the dispute without arbitration.
If the other party refuses to meet or if the dispute cannot be settled at the meeting, the initiating party
may, after the expiration of the aforesaid ten (10) ~iay period, commence an arbitration hereunder.
32.2.2. The arbitrator or arbitrators may not change any of the terms of this
Lease or deprive any party to this Lease of any right or remedy expressly or impliedly reserved in this
Lease.
32.2.3. There shall be no right of discovery except by stipulation of the parties
or pursuant to the discretion of the arbitrator upon petition by either of the parties.
32.2.4. The costs of the proceeding shall be borne equally between the parties;
provided, however, that such costs, including attorneys' fees, shall be subject to award, in whole or in
part, by the arbitrator, in the arbitrator's discretion., to the prevailing party. Unless the arbitrator so
awards attorneys' fees, each party shall be responsible for its own attorneys' fees.
32.2.5. To the extent possible, the arbitration hearings shall be conducted on
consecutive days, excluding Saturdays, Sundays, <<nd holidays, until the completion of the case.
40
32.2.6. Any party shall ha~re 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 a~iy provision contained in this Lease, throughout any
arbitration process, Lessee shall continue to timel~~ pay rent and other monetary obligations of Lessee to
Lessor.
NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE
AGREEING TO HAVE ANY DISPiJTE ARISING OUT OF THE MATTERS
INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION
DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU AP:E 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 AFTI'sR AGREEING TO THIS PROVISION,
YOU MAY BE COMPELLED TO ~~RBITRATE 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 DISPUTES ARISING OUT OF THE MATTERS INCLUDED
IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL
ARBITRATION.
Initials:
Less
Initial
Lessee '`
~~~~~
41
IN WITNESS WI-~REOF, Lessor and Lessee have executed this Lease, through. their
respective officers or representatives duly authorized, as of the day and yeaz first above written.
Lessor:
District:
L
Donald F. Gage, Chairp on,
Boazd of Directors of
Santa Clara Central Fire Protection Dist.
Lessee:
City of Cupertino:
!~ 1 .
.~
By: John Statton
jtg; Mayor
ATTEST: Ann Sloan
L~~ Chief Deputy CIerK
/~~~ of the Board of
CCC~~~ Supervisors
Phyllis A. Perez, Clerk
Board of Supervisors
Approved as to Form and Legality:
~~~
Deputy Co Counsel
Approved as to Form:
see page over
City Attorney
Exhibit "A": -Description of leased "Development"
Exhibit "A-1" Diagram of Leased Development and
Exhibit "B": Confirmation of Lease Commenc~:ment Date
Exhibit "C" Preliminary Title Report and Title: Exceptions -Stevens Creek Property
Exhibit "D" Grant Deed to Seven Springs Paz~;way
Exhibit "E" Permitted Exceptions -Seven Springs Property
S:\GeneralGovemment\Berry\Property\Ga~ound Lease-Central Fire#2
4:Z
IN WITNESS WHEREOF, Lessor and Lessee have executed this Lease, through their
respective officers or representatives duly authorized, as of the day and year first above written.
Lessor:
District:
Donald F. Gage, Chairperson,
Board of Directors of
Santa Clara Central Fire Protection Dist.
Lessee:
City of Cupertino:
By:
Its:
ATTEST:
Phyllis A. Perez, Clerk
' Board of Supervisors
Approved as to Form and Legality:
,,.
~. ~~
Deputy Co Counsel
;~~' ~- lei, ocrJ(70
Approved as to Form:
City Attorney
Exhibit "A":~ Description of leased "Development"
Exhibit "A-1" Diagram of Leased Development and
Exhibit "B": Confirmation of Lease Commencement Date
Exhibit "C" Preliminary Title Report and Title Exceptions -Stevens Creek Property
Exhibit "D" Grant Deed to Seven Springs Pazkway
Exhibit "E" Permitted Exceptions -Seven Springs Property
S:\GeneralGovernnient\Beay\Property\Ground Lease-Ceatral Fne#2
42
°[/U~CJ~Y\J~ ~~Y V~~r u~/q ~ ~O
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Planning
Land Surveying
Civil Engineering
Construction Staking
March 19, 1999
99250
L1~'GAL DESCRIPTION
SANTA CLARA COUNTY CENTRAL ]FIRE PROTECT t10N DISTRICT
PARCr:L 1
(See Mission Engineers. Itrc., Ihawiog No. S-11590')
AII that Certain real property located in the City of Cupertino, County of Santa Clara, State of
California, descnhed as follows:
A portion of Lots 19, 20, 21 and 22 as shown on that c:ertaatr map entitled "MONTF. Vl5'I'A" filed
for record on July 2U. 190G in Aauk "L" of 2Vlapa at page 43, Santa Ckrr~ Gooney Records. mote
particularly descrihrci ac follows:
BEGINNING at a point in the southerly trounclary of l..ot 23 as shown on said neap entitled
"NOME VISTA", in the westerly tx~undary ]ine ofRandy Lane at the southeasterly corner of
Parcel "C" as said t.and arui Parcel "C" are shown on Marcel map filed far record on August 10. 1972
in Book 306 a t' Maps at Patrc 27, Santa CT:u-n Couirty~Itccards;
Theru:r. from said POINT U£ DTGINNINU along aaui westzrly boundary !'tree of Randy Lane South
U° 22' 25" Fast. 40.00 feet;
'Thence. along a line drawn parallel to and distant 40.00 feet from said southerly boundary line of Lot
23 South 89° UO' 34" Wcsl, 134.57 feet;
'Thence. 4auth 0° 22' 25" L•'ast, 153.93 feet to a line drawn parallel to and di.~tant 198.00 feet
northerly from 5tcvena CnK:k Boulevard as it now exits;
Thence, along mid line drawn parallel South 90° 40' 3~9" West. 236.87 feet to the masterly boundary
line of Vista Drive as slx~wn on M:rp of'1'ract No. 8291 filed for record in Acx~k 613 of Maps at
Pages 38 Wuxi 39, Santa Clara County Records; .
Thence, alon6 la,~t mid boundary line North 0° I8' 00'" West, 193.93 feet to the southerly boundary
line of t.ot 12 as shown ~~n last saki reap:
Tluncc, along the southerly boundary line of said Tra+:t No. 8297 North 89" 40' 34" Eat ~T,1-19-._,~`
feet to the POINT OF DiiGINN.IN(i and containing 1.177b acres, more ar less. `~ .. ,~,~
. , -' . ~.
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SW C(>R I t7I 13 "L" MAPS 43 SE COR -~
' TRAC t N0. 8297
613 M ;5A.39 PCL C
12 `11 110 9 8 I. 6 (PM 306 M 27
N89' 1'00" 29.OQ')
NS '40'3 'E 431~19~
22 i 7t X71.19' 20 19
M0~{A V{~STA "" M43 •
58 '40'34"W
I ~ 134.57'
~; PARCEL 1 ` . ($ 941'00"W)
SCALE: 1 "100' I,
POINT, OF ~
BEGINNING
(500'21'00"E)
500'22'25"E
40.00'
~' 1.1 ~76f ACR S ~ v ~ N
51, 94t SQ. ~. ~ ~ ;r, b
1 W ~ ~
I I ~ I ~
S 89'0'39" W
3 POI~V T OF
BEGINNING
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{' XC~PTION
H 021
OR ~ 0134
• ~n 5t71i-4U .751 ~
SA9'40'S9"W A31./5~,589'41'00"W,•.4
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~=47.14' PLAT OF DESCRIPTION ~--~~~••~~~
for SANTA CLARA COUNTY CENTRAL FIRE PROTECTi~
in THE CITY OF CUPERTINO, CALIFORNIA
FXHIF3IT "A"_ PAGE 2 OF 2
~.
'8 Seen Hive.. Santa
95054 (408) 727-826? _PAX•
EXHIBIT B
CONFIRMATION OF LEASE C~JNIlbiENCEMENT DATE
To: Santa Clara County Central Fire Protection District
14700 Winchester Blvd.
Los Gatos, CA 95032-1818
Attn: Fire Chief
This notice is to provide Confumatiion of Lease Commencement Date as provided in a
Ground Lease between the City of Cupertino ("Le:tsee") and the Santa Claza County Central Fire -.
Protection District ("Lessor") pursuant to pazagraph 3.3 of the Ground Lease.
The lease commencement date is the date of possession, a date of ,
200 . The lease term shall commence from and after this date.
Dated:
By: (name)
Its: (title)
City of Cupertino
~~' R
3-26-1 ~ 11 ~: 51 AM FROM ~ P. d
llt ~ l3: 1 ~y9 11: 45Ab1 Ao, 6016 P. 3/10 •
' ~ 1~sNas
FileNa l9001i31.0~6. SY
1. The lien of suppI~l tsxq, if airy, sssessal ptuswnt m the pe+o~visiaas of Chspta 3.5.
(voma3ayciag with Secdaa 7S) m the Re>smue sad Taxetio~a Code of the State of C,aliforaia.
2. A oowsaaat ead scat
• 1n f~ o~ All c~oati~uotts propetlj- owners
F.xecutcd by, WDT-G~pcrtiao, A Glifa~ma Limirod P~rmaship
Recorded: September ZS,19E5 is Book J 46i, Pue 6?2, Official Rscords.
Wlticl~ amoc~g abut tbia~s, provides WDT shaiI parti~ce is roeipcocal ingressleg~ress
easeatee~ eritb the shave namdoa~ed aoati~ttous P~PdtY owj4r3.
Refermct `o the reoonls u Eby made for litttber pstrdculars.
3. A District Site Leave, affecting the paemisas hadn sated. ocewted by sad becwsra the paitia
Aemed bemia, for tiZC term sad upoo the tarns, co~v~oss and c~ditioas ibereia provided,
Deed: September 1,1995 _ •
Lrssor. Saar; Clara County Ce:ittsi Fire 1'tota~ors District, :public body, wrporste
sad politic
irssce: County of Santa Clara, a po4tieaLsubdivisioa of tht Steve of Cslifornii
Term: September 1,1991 so Miy 15, 2017 '
Recorded: Septaaber 30,199a taada Recoadcr's Saks Nv.14~Z4165, Offidal Reea~rdsr
AfFocts: Lazier desca'bed sad other pt+opetty
The present ownership of said I,easehoid sad other matcets sffectiag the iataest of the lessee see
not shown bereia.
4, A Masts Sits Lease, effecting the ptemiscs haoia stared, acecuted by sad between Ibe pettier
namod baria, far the terra sad upon the tstms. aovenaats sad conditions thrreia pco^+ided.
Dated: September 1,1996
Lessor; ~ Co+mty of Basler: C1eta, s poiideel subdivision of the Starr of Califotaia
La:ssoc: Saz-a Gars County Fiaaaciag Authority, a public r~dlty sad ageaey
Term: September 1,1991 to N1a1- I S, 201 Z
Recorded: Septaosba 30,1998 uadar Reootde:'s Series No,1j4Z4166, Olid~al Records.
Att'ects: herein dexs~ed sad other property
Tfte pteseat owaaship of said Leeselsold and otlmr matters eS+ectiaS tlye iatts+est of the lessee are
sot shows hazria.
~~~ ~ ~ ~~
3-26-199.9 1 1 • : 52AM FROM P. 5
Dt~ r. 23: 1999 11:46Abi ~ No. 6016 P. 4/10
Pay. A% s
File Ne. l1001d~ii-006- SY
S. A Masts: Fo~eility Lease, a$'ectiug the premises 1h~c:eia stated, aooeaocd by and bctvaeea the patties
named haeia, for the tam and upon the tams. t and caaditi~oaas tba+ein prorided.
Dazcd: . September 1.199=
l;.e:soar: ~ Smta Claca Courtly Fiaaweiryt Autl~oaritY, a joiant pe>wets wtLority
La~see; County of 5arats Claor a bod,~ ooo<porass wall politic
Te:m: Scpt®ba 1,1991 to Mq 15.2011
Recoetlod: Sep~embcr 30,1991 nodct Rs~oortder"s Swiss No.144Z4167, Official Raocds,
Affects: bre~ia desca'bed wad otba psaspaty
The present owaeraLip of said Ldtehold wad otlxr mat0as af~stiag tb~c inaesest of the les9se are
not :howa bc+eiai. .
b. Any facts, ri8hu. it+mtmtt oar claims wbicls are not sbowt by the public :Kads, but which could be
~~~ ~ asaldaE ~q~Y of the lessors is die Ir::e ar lcasa:s descrs'bcd or srrfeoo~d m is the
vesting hsrein.
7. The effect of say Eailuce m comply with the temts, wranants, wad oossditioas of the lease or leaxs-:
dcsca'bed oar referrcd to is the Vatiag hazizL.
8. Rights of panics its possession of said land by reason of uaszcotded losses, or rental agreema~, if
stay.
9. Amy facts. rights, iatars"ts or claiass which a correct survry would show.
14. ~vidcace must be yrovided that there ante sro coaimitaseut sWtemeats in erect under Civil Code
Soctioa 850 et seq. with rsspoct to the property
NOTTiS:
a. Data lZSI insured: 11-E-95
b. T'bis report does not reflect requests foir notice of default, c~aquats Lbr notice of ddiagaenc~-,
subsequent s:s:ssfas of easemaats, wad sis~ar ao~tt~rs roc ge:a>atae m tore issuaaee oftbe polity of
title insursa~ce aaticipsted ba+e~adst:
a Yf this eompalny is rcgtacstcd to disb~t $:nd: ier coanatian with Ibis Meat s9a of
1989 Maadat,GS of the Calf fosaia Yn~suraace Cody: teq~sss bold periods for checks dcpositad to
esr~+ow or suD-pcrow aorotmts. Such paridds v~~s<y depamdia` upoia the ippe of ehedc still
atrticipalod metba~ds of d~epoait should br disaissed with the esavw officer.
3-26-1999 11,:52AM FROM P.6
. M~ i. 23:1999 11:46A~ No. 6016 P. 5/10
. ~~.tW„a
Fila No. llOOli31.OOL SV
d No esvdor~etyt issaed is oonaecdoa with the policy ~ relating w coverts, coaditio~s yr
testrietieas pcnvide~ eov+a~ge $or mviromimeatal psotordoa
a. There u m additiotsat S 10,00 !Ee for rexotdiag a decd wills a Lagat Desaiptioa o~ tha:l and eatite
lat ott a recorded final map .
f Tula of tht w+~ssoe hereat was acgaised by Deed-
. Grantor: holes Robcst Swautoq solo Tiottoe o!'tha Ta4met~nty Tinast in the Fstaoe of
Peal Swanson ugder Datee of DIsLr~n:von gaaral I~fay 3.1966; and Dorothy
Swanson, as Ttuecas of fire Yttvucabla Living TYuR Agieemaoct made Augast 17,
1989
GRatrta~ Satter Ctaa Cota~tp Cetral ~tre Prota~on DisCrict
Reeordod: Novcmbtr 1,1995 is Book P 078. Page 0446, O$tcia! Rarords.
g. Accx~rdiag m lice public txozds„ ao Dceds cauveyi~ the ptopetry described im this szpo~ have
been teGOrded within a period of t+w (2) ycax: Prior to the date of this rcpoct, accept as shown
berainr-
NQNE
k Taxes wen not assessed for the fiscal tax year 199E-99 on this property.
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~irro ~:•JPSRTI O, CA 95014
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IIrR 3 lZ z~ PH 91
O~ryOj~L RECOgOS
i/dfTA CLAM ~pUl1TY
• IIECO OE E
K O96NAfiE 77~
- ~ s~wett snout rtts uNS row tzttcot:actty uws
Grant Deed
TMa~ rover nrewuuew e. eaue~oee uevani waee .' ~~~~
Tho uad.nisaed swato~(a) declaee(aJ~ t
Daeamsatagr tsamfer te: io ><_
eaapatod ow tall vaha of props~tF eawveyed, o<
)computed ow (a!1 nlw !w tale~r at Wao awd saeembraacs -emaiaia~ at liars of sah4
Uaiaoorpontad area: ( 1 Ck;~ of sad
FOR A VALUABLE CONSIDERATION. roeeipt si! vhielt i. herobr aekaowlsd`ed,
DOROTHY ANNE LYDDON, ~slso knara as DOROTHY A. LYDDON, also knows as
DOROTHY LYDDON '.
W ,
0
haebr cRAM'ls) m
the City of Cupertino., a municipal corporation
Y
O
O
•
~~ 3
I
z
the follorrinS described real property iw the City_O! Cupertino
C«mer of Santa Clara .State of California:
SEE ATTACSED DLr4CRIP'1'ION E7QIIBIT 'A" AND E71xIBIT "B"
HE'~IN
Deter ~ tuff `/ ~Q ~ ~ B~
DOROTHY E LYDDON
o. tw w ~ t~8]
~iMMniti~ Nwry PeNie. Myth . nd
~ r k•n.w s. ne
D t~ f. •• M w tr.is of satiefiw~r widenee
a M tM prseNet wtfw aewelet_~rt. q~bsvilad to the
erilAin inetruiaeat. sad admawiedpd that ahp eaeeuted it
ttnlNILS1 e~ Ma aAkiai cent.
t. S ,~..
EXHI
orre+.~ssA-
1i'OBfRT T. i'NEY
" SAM lRJINQSCO WUNiY
w r... t,.~ e... tL ~>w
n+...» ....•,., ..~..~.~ ..,,
Ruth and Going, inc.
Deceta.:er 4, 1986
Revised January 15, 1987
axazazT •~-•
Descsiptioa Of The Lands Of
Lyddon To Be Craated To The City Of Cupertino
!os 71 lire Station
. '~ _~
_..~
17095-128
K09bNa~~~ 77;~
111 of that certain real property situate in the City of Cupertino, County of
Santa Clara, State of California described as follows;
Portions of those certain parcels of land described as Parcels No. 7 and No. 8
fn the Decree of Pinal Distribution is the matter of the Estate of Jack Ryburn
Lyddon, a copy of the instrument for which Decres was recorded 71psi1 27, 1977
under Recorders~Pile No. 5624194 in Book C 773 of Official Records, page 79,
Santa Clara County Records and being mote particularly described as follows: -~
BEGINNING at the Northeasterly corner of said Parcel No. 7 in the centerline
of Stalling Road, said corner also being the Nostheasterly corner of that
certain 1.530 acre parcel of land shown upon that certain Record of Survey
filed June 28, 1974 in Book 342 of !laps 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 pascal, South 89° 27' 42• West 214.56 feet
to the Northwesterly corner of said 1.530 acre parcel = thence along the
Westerly line of said 1.530 acre parcel South 19° 25' 47• East 69.01 feet to
a point in the Southerly line of future Seven Springs Parkway (65.00 feet
vide), said point being the TROE POINT OP BEGINNZNG o! this description;
thence along the said SouRherly Tina tl;e following three courses and
diseances: Easterly along: a curve to the right, fsom a point with a radial
bearing of North 020 33' 40• West, with a radius of 470.00 feet, through a
central angle of 020 Ol' 22•, an arc length of 16.59 feet, North 890 27'
42• East 130.36 feet, and Southeasterly and Southerly along a tangent curve to
the right, with a radius of 20.00 feet, through a central angle of 90° 11'
00•, an arc length of 31.46 feet to a line pasallel with, and 25.00 feet
westerly of the said ceaterline of Stalling Road; thence along said parallel
line South 000 21. 18• East 209.95 feet to a line parallel with, and 295.00
feet Southerly of, measured at sight angles to, said Northerly line of said
1.530 acre parcel; thence along last aamed parallel line South 89° 27' 42•
West 87.67 feet to the said Westerly line of said 1.530 arse parcel; thence
along last named line, North 19° 25' 47• West 242.78 feet to the said true
point of beginning and, containidg 0.671 acres of land, more or less.
EXHIBIT "A"
r
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- • ~ ~tnr-rr~~r ..
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FUTURE sE,lEit •
-~ ,r.~' sPR~nics P~,xywY ~
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PLAT TO ACCOMPANY THE DESCRIPTION OF THE LANDS OF LYDDON
TO BE DEDICATED FOR TH1E FUTURE FIRE STATION
OF THE CITY OF CUPERTiNO
oA""•~ ~ ~ Auth andl Going, Inc, sc~: r- ~°O-
. ~ c2vn as2"eE~ • uwo scsivElroAS ~oEC. ~l.~d
CHKD .: OATS
~U 1w! FILES-~ LM .~. ru ~rneYl~ a6i~ f~etl fff~i~7!
!'NO i ;'
• ~ d~~-PQGE 7c~.1
dty of C~pertim
C~ic~ of ACCEPTANCE 3s herP.by given in ard~er t~ omnply with
the prwisia~s of sectiaal 27281 of the Code.
Zhis is to oeztify that the interest inreal property omZVeyed by
the deed or grar-t dated D~eoanber 23, 1986, ~ frame .
DO~THY AHIQE LYDDE~i, AI~i DC~dIHY A. LYDDO~t; AID DOAOrII3Y LYDDCIN
to City of Cupertino, a agency, is hereby accepted by
ordzr of the City Camcil on March 30, 1987, ani the grantee ca~sents
to recordation thereof by its duly authorized officer.
Dated: April 3. 1987
BY
City C1
City of
RE501?JTTC~T 2iD. 7124
. ~~~
K 0 9 ~ pasE 7
A RE50IITT'ICN OAP' T8E QTY O~C1CL C~' ~ Cfi'Y OF QJP~O
AOCgfi~IIG GRr,NT' ~ OF REAL PI~P.II~i'Y FRCM D~ ANN LYDDC~i,
ALSO IQ+IGfnIld AS D A. LYDDC~1, .ALSO IC~1CJFRi AS DORO-IHY LYDDC~T;
FEE SIMPZT~ ~ OF PARCEL Q~? IAND ~ FIl7E STAI'ICN SI'I~;
Y~S'P SIQE OF .S~1+RTTTAiP SOLTgi t~F SE'VEtd SPKIIJG3 PARRY;
APF~OQ~LY 0.671 ACRE
DarOthy Anil LY~doo, aL~o ]OY~Gin as D~Orathl- A. Lyddocl, also
Dawn as Dorothy I~yddon, has e~aecutEed a c~-ant deed is in good and
sufficient form c~antinq to the City of Cupertino, County of Santa Clara,
State of California, the fee title to certain real pzoperty for a fire
statiaori ~ site, situate in the City of Cupertino, mare ~ { ~,i a+-ly ..
described in F~ibits "A" arxi "B", attached hereto ani made a part hereof,
which is as follows:
c.
All that certain real pr+apexty situate in the City of Cupertino,
County of Santa Clara, States of California, om~si ~-i ~ of
apprcocimately 0.671 acre, locatedl on the west side of Stellit~g sutth
of Seven Springs parkway.
~W; 'g~E, BE IT RESOLVED that the City of Cupertino accept said
grant so tendered; and
IT IS FLIIZII~R RF~OLVED that they City Clerk be and she is hereY~y
authorized to record said grant deed andl this resolution.
PASSID AND ADOP'T'ED at a regular' meeting of the City Oouncil of the
City of ~ this 30th day of ~ Marc ~ 1987 by the following
VGte•
Vast ~nbexs of the City Camcil
~; Gatto, Plungy, Rogers, Spanks
NOS; None
Johnson
None
ATTEST: APPFdOVED:
/s/ Dorothy Cornelius ~ /s/ W. Reed Sparks
City Clerk Mayor, City of Cupertino
Enaha 1 1 aFi, I r+c.
408-296-2829 01/19/00 11a5ZA P.006
OLD Ii.EP'CTBLIC TITLE COIVXPANY
1, J ORDER NO. 494531
At dze date hereoF exceptions to coverage in addition to the Excepdons and Exclusions In said polity Form would be as
follows:
1. Taxes and aeaeaaments, general and special, for the fiscal year 1999-2000 a
lien, but not yet duo or payable.
Z. The lien of rsupplee+eatal taxes, if say, assessed pursuant to the provisions of
Section 75, et seq., of the Revenue and Taxation Code of the State of Califorss3.a,
3• The Land Conservation Agreement upon the eeYmn and conditions eontaitled
therein, executed by and between Jack R. and Dorothy Aare Lyddon and The County of
Santa Clara, dated February Z, 1968 and recorded P'ebzuary Z9, 1968 in Dook 8041 of
Official Records, Fage 261, and reference is hereby atade to the zecord thereof fo•r.•
further particulars.
4. Terms and provisions as contained in an inatrumeat
Brltitled Termination Agreement
Executed by: Santa Clara County Central Fire Protection District, a public body,
corporate and politic
Recorded November 25th, 1998 in Official Reeorda under Recorder's Serial
Nuanber 1452310 '
5. Any unrecorded and subsiatiag leases.
6• Any facts, rights, interests or claims which are not shows by the public
records, but which could be ascertained by making inquiry of the lessors in the
lease or leases dascribad or referred eo herein.
7. The term:, covenants and conditionsa of the lease or leases described yr
referred to herein and the effect of any failure to comply therewith.
-------------------- Informational Notes --------------------
1. The last recorded in9trument(a) conveying record title to the premises is/are:
A deed executed by Dorothy Anne Lyddon to The City of Cupertino, a Municipal
Corporation, recorded April 3rd, 1987 iti•Sook K096 of Official ReCOZds, Page 778.
The last conveyance affecting Raid laced recorded within the last two yearn, prior
to ttisc date of this Report are: NONE
2. NOTE: The mailing address of the vestee as shown in the records ice: S.
Stalling Road, Suite 201, Cupertino. CA 95014.
Page 4 of 4 Pages
157-D
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Plalming
Land Surveying
Civil Engineering
Construction Staking
March 19, 1949
99250
. L1:GAL DFSCA:IPTION ,
SANTA cLARA t^OUNTY CENTRAL :FIRE PROTECT LION DISTRICT
PARCiri, l
(See Mission Engineers.lnc., ]hawing No. 5-11590)
All that certain real property located in the City of Cu~Krtino, County of Santa Clara, State of
California, descnl~ed as follows:
A portion of Lots 19, 20.21 and 22 as shown on that i~e~in map entitled "MONTF. VISTA" Sled
for record on ]uly 2U, 194G in Ao~~k "L" of Maps :it p~ige 43, Santa Clara County Records, more.
particularly desctihrd a.~ follows:
BEGINMHC at a point in the southerly boundary of,Lot 23 as shown on said wrap entitled
"MONTE VISTA°, in the westerly txwndary ]ine ofRandy Lane at the southeasterly corner of
Parcel "C" as slid T.and and Parcel ..C.. are shown on parcel map filed far record on August 10. 1972
in Book 3Ab a t' Maps at Page 27, Santa C1:u-a County [tccords;
Thenc;r. from said POINT OF BrG1NNING atom; sand westerly boundary ltne of Randy Lane South
U° 22' 25" Fast, 4U.00 feet;
'Thence, along a line drawn parAl>rl to and distant 40.U0 feet from Said southerly boundary line of Lot
23 South 89° 00' 34" Wrsl, 134.57 feet;
'1'hencr, South 0° 22' 25" Last, 15;.93 feet w a line drawn parallel to and di~ant 198.00 feet
northerly from Stevens Cr~wk 13oukvarci ss it now exists;
Thence, along; said line drawn parallel South 9U° 40' ?i9" West. 23b.87 feet to the easterly boundary
line of Victa llrive as drown on Map of'1'ract No. 825-7 filed far record in Aaak b13 of Maps at
Pages 38 :inci 39, Santa Clara County Records; .
The:u;e, alonb la.~t said boundary line North 0° i 8' 00" West, 193.93 feet to the southerly boundary
line of i.o~ 12 as shown un last said map;
Thence, slung the southerly boundary fine of said Tract No. 8297 North 89° 40' 34" Eat 3:T~...,~
feet. to the POINT OF'DE:GINNINU and containing 1.1776 acres, more or less. ~~,~.. , .`
. ~ ~ ~.
. ' ~ '~
Fxlu'bit "A" P~~ge 1 of 2 ~ '` -
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2978 Scott Boulevard, Santa Ctztra, California 95054-3322 `. ,r. . ;
(408) 727-8262 FAX (408) 727-82fl5 missioneng~earthlink.net~~~;~,~.-~~ '
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FOREST AVE. N89'49'S2"C 430.07' (478.00')
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SW CSR I A I 13 "L" MAPS 43 SE COR -1
TRAG 1 N0. 8297
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• STEVENS CREEK BLVD. •= ti° ~, r'
R=30.00' ~x q- Z a • of
e=90'01'21' ~ , ~ I y << r'
L=47.,4' PLAT OF DESCRIPTION ~ ~--~~'••~`•
for SANTA CLARA COUNTY CENTRAL FIRE PROTECTII
in THE CITY OF CUPERTINO. CALIFORNIA
FxH~A~T "A"_ PAGE 2 OF 2 _
UVUQ~~~OO Y V ~Y V ~.J~U V~~~O OY V~O
RE5PON5/VE. RELL1Bl£ R£SUt7S SJNCf 193J
'e Seett d~rd.. Sonta C~o~a. Cour 9505 (~08) 727-826? ~AX• (408) 727-e.
EXI-IIBIT B
CONFIRMATION OF LEASE COIVIlVIENCEMENT DATE
To: Santa Clara County Central Fire Protection District
14700 Winchester Blvd.
Los Gatos, CA 95032-1818
Attn: Fire Chief
This notice is to provide Confirmation .of Lease Commencement Date as provided in a
Ground Lease between the City of Cupertino ("Lessee") and the Santa Clara County Central Fire --
Protection District ("Lessor") pursuant to paragraph 3.3 of the Ground Lease.
The lease commencement date is the date of possessioq a date of ,
200 . The lease term shall commence from and after this date.
Dated:
By: (name)
Its: (title)
City of Cupertino
~~ A ~~ ~
3-26-19 1 1~:51AM FROM ~ P, d
Dit ~. l3: i~~y9 11:4~A11 ~ No, 6016 P. 3/10
• ~ ~p Na Z .
ZileNe, l900ji3]-006. S~-
1. Tlae liea of st;pplrmmnl taxes,, if any, asaassed ptasuattt to the pco~isiatn of Chapter 3.5.
(oommatciag with Section 75) td tie Rcreaue aad Taxation Code of the State of Catifoania.
2. A oonrsnaat and
in ik~ oi= AU c~oatiguous pttipedjr owaers
Faecuted by; WDT-Cupa~aa, A Califa~ama Limirsd Petmenbip
Rocot+ded September 7S,19a5 in Book J 462, Psee 622, Official Retards.
Which, atrmrtg abut thing3, provides WDT-Ctipc~oo a~hal! pecticipace is raiproad ing~ees~egress
a ttdth dse above mentioaed oot~oas peope~ehr owttprs.
Refaratice `o t6a rcoor<is is hc:zby made for ltnther paniculazs.
3. A District Site Lease, alfectirig the prcaoisp hacn stated, eacewted by aad becwcca tb~e patties
named ht~ia, tvr tke scam and upon the tarns, conreaaaas and cooditions therein pco~+ided,
Dated: September 1,1993 '
Yxsaor. Sazti Chia County Cettttal Fire Pmtectiort District, a public body. eorpouoe -.
aad pobtic
Lessee: County of Sarrta Clan„ a po4tinl. subdivision of the State of CalifarniY
Tam: September 1,199a m May 15, 2017 '
Recatded: September 30,199a undo Rocazdds Saks Na.14+1~24165, Ot3idal Records.
At~cts: hesein descsi'bod aad other property
The pszsent ownership ol'said Learsehold and other mstoers affecting the i:uaest of the lessee are
not shown herein,
4. A MasLcr Site Leaser, affecti:g the ptrlnisc: hettia ststcd, acecuted by and batweett thie panics
nataod i~in. for the term and upon the tetmt. covenants and conditions therein provided,
Dated: September 1, i99a
I.assoc; ~ County of Saari Gaza, a political subdivision of the Stain of CaliSomia
Lzsace: Saet4 Gara County Fnaaciag Authority, a Public tx~ty and a;saeey-
Term: September 1, 199; tp 1Viay 1S, ZO1Z
R4cordod: September 30,199! under Reoocdes+a Series No,1i424166, Oilcial Records.
Aflbett: beeein o~d and other ptoperry
The patstat ow~hip of said Leasehold and oRber raattes5 affectit~ the iaoQest of the lessee arz
not shower hareia
3-26-1999 1 1 ~ : 52AM FROM P. 5
~It G 23.~ 1999 11:46Abt ~ No. 6016 P. 4/10
t?sp Na 3
F'~7e Ne. l~OOid71-0O6. t'Y
S. A Master Faeility Lease, .a8eding the prises toe+cin s~tsd, acoeuriod by and between the patties
named h~ia, ~ tba term and upoas the toms. ~ and caaditi~oas thezeia pro~+~idod,
Deed: .September 1.1991
I.essoc: ~ Bearer Clain County Fis~ci~ Awtitority, i1~ p~
Les>oe: Couahr of Santa Clats, s body- eoorpporats and polite
T®: s~ba~ 1, i99a to M~- ls, ztni
RxoaRled: September 30,199H wader Raootdes': Swiss No. i,4~4167, Offcid Records,
AlFocts: b-esg4 descszbad wad other pRipaty
The pa+eseat ownership of said Leasehold wad ot~ror macoata a$ectiag the iatenest of floc lessee art;
not ahowa leeein.
6. Any facts. rights. hm~rxn or claims w~cD at+e ~>t star+a by the public records, but which cold be
~ ~ ~4~ of the lessors in tt~e 1~ or leases dasat'bcd or refaced to in rite
vesting herein.
7. The effect of airy FaiIur+e m comply ~-ith tiLa terms, covcnantt, and oonditians of the lease or leases-
drsa:'bed ar rtferred to in the Yestiae hazier.
8. Rights of parties in possession of said land by ratsoa of utttecotded leaves, or rental agreeme:its, if
way.
9. Any ~. rights. intrresb or raaiats which a eoa'a~t sur+rry +Mould Chow.
10. ~vidcacc most be provided that there are ao co~mitautit statements is effect under Civil Code
Section 850 et seq. with respoct to the property
NOTSS:
a. Dare last iastned: 11•E-95
b. This tspott does not reflex trquests fog notice o!'defiult, i+d1UESU ~ Mice of deliagaea~g-,
subsequent ttaiasfars of its, wad similar mxttas not gamame m the ism of t~ polity of
title iaturancc aaticipsted herieuad.cc
c. Yf this company is iequutra to disbcose bads ~ coanectiaa with this nansacaioa, chxprar 39a of
1989 MattdatR.s of the Califocaia Ynsoraace Code requi:ss bold periods roc checks dcpvsitad to
esarowv or sub-esuow aacouats. Such perieeis vary dependin j nP'an the t~rpc of ~C3c aa~d
apticipstod methods of deposit should be disctwed with the esczw~r offieer.
3-26-1999 1 1.: 52AM FROM ~ P. 6
M;x.23: 1999 11:46A~ No, 6016 P. 5/10
. l~p,l~aa
Fii. No. llooYni-0ob. sv
d. No ~da~tat issu~cd in ooaaadaaa with this policy aad rrJadng tQ ~mtS, wrAditioas or
~striaions provida~ eo++~crage fiot eaviroammtal pro~ocpoa.
a There is ~ additional S 10.00 the for rccotdiag a dad with a Legal iptian othtr tin srr eatas+e
lat ott ~ t+eeoe,ded final insp. .
i Tula of tht ~sme hereat •vas acgaiszd by Deed--
Geaaomr: Jaayes ltobcrt Sweosoo, sok Twos of the Tes4meacnry Ttust in the Esooe of
Paul Swanson nodes Darn of Disin'butioa ~d May 3.1966; and Dorothy
SMrmsoa. as Trustee of the Yiewcable Liviag'I7cust A~+eem~ madt August 17,
1989
Gratttea Ssata Clan Covaay Cedocal Fire Protflctioa District
Recordod: Novembez 3,1995 is Book P 078, Yags 0486, Offuaal Rato:ds.
& Acooidiag m the public taords. ao DadS cooveyiog the prvpcny descn'bed im this report hav~o
beta cecczded within s period of tyw (Z) ~ prior to the date of this tzpoR, accept as shown
h~a~ainr-
NONE
h. Taxes were ~t assessed for the fiscal tax year 1993-99 oa this property.
• ~ RccowaNa Rwussrsta w
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"'"' RETLiRN Td L't7'R
CR CUPICRTINO •
•4'MO TORRE AVL^t
trr V,JPQRTi O, t:A 93014
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OFf10~ RgCOROS
SIJItA CLAM COUNn
• `N£CO iOtAEIAtE
K 096~asE 77~
•rACt AItOYti Tlltsa LlNi POR RtitARD[R-s Yss
Grant Deed •
raa~ rowa ~uwwwaw of twvewwe etcuwmr Wwv~es •• ~~„
W .',
d
all
'tae oadetaisaad ~raetor(a) doelan(oji
Doeumewnrp tramter ta:t is L_
( ) eompwed ow toR vaiw of prapa~ eswvo~ai. a .
( )computed ow trB raiw Ie.a •a1Wr at Ifau awd eaevmbrawea nmaiwiw` at limo of aala.
( ) Uwiwcorporated a:ea: ( ) Cie of ~
FOR A VALUABLE CONSIDERATt1~N• tecdpt of riueii i. hereby aelnar-lsdSed,
DOROTHY ANNE LYDDON, also kniotra as DOROTHY A. LYDDON, also known as
DOROTHY LYDDON •.
hereby GRANT(S) t.
the City of Cupertino, a municipal corporation
the toito.riaS doeribad real property iw rho City.Of Cupertino
Cewty of Santa Clara .Stan of Glitorwia:
SEE ATTACHED D~SCRIPTI~t E]QiZBIT "Aw AND EXtiZBIT "B•
INCORaOiRATED 88'REIDi
~„~ ~~ ~t r~~~ B/
DOROTHY LYDDON
Stara of CarJR:wia
~~~ Sn.tirr~.u~ :St••'e
a tw tr....~T': tl..93
~t~ lVeur~r !'uYlie. r~d~b nr ~
MrntM~ s++ ~ r.yArinn
D ti• kwas a ne
D ~a to iae ew eM Wie et aetiell~sary erid.wea
M M the prrtMet uMM omelet ;,i_ wheeriW v tAo
.riUw^ iwwvaeet- ewd .sUa..ledpd Mat _$h~ easnwed ie.
wrrrirss.r ~• +eara.i ...1.
- ~~
Nwry'~ sywawn
~~~
oeriey~ sw
~oeait r. tflE7
-' wM01iu"rai~ c """"en
w c...- caw o.. Il 1l11
IrW rw Ir irl rwu~ wN
;'
Ruth and Going, Inc.
~_ ~
Decera ;er 4, 1986
Revised January 1S, 1987
EXHIBIT '71'
Description Of Ths Lands Of
Lyddon To He Granted ?o The City Of Cupertino
Por A Pire Station
17095-128
K09b~asE~ 7;;~
]111 of that certain real property situate in the City of Cupertino, County of
Santa Clara, State of California described as follows:
Portions of those certain parcels of land described as Parcels No. 7 and •No. 8
in the Decree of Pinal Distribution in the matter of the Estate of Jack Ryburn
Lyddon, a copy of the instrument for which Decree was recorded 71pri1 27, 1977
under Recorders Pile No. 5624194 in Hook C 773 of Official Records, page 79,
Santa Clara County Records and being more particularly described as follows: -~
BEGINNING at the Northeasterly corner of said Parcel No. 7 in the centerline
of Stalling Road, said corner also being the Northeasterly corner of that
certain 1.530 acre parcel of land shown upon that certain Record 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 89° 27' 42' West 214.56 feet
to the Northwesterly cosnet• of said 1.530 acre parcel= thence along the
westerly line of said 1.530 acre parcel South 19° 25' 47' East 69.01 feet to r
a point in the Southerly line of future Seven Springs Parkway (65.00 feet
wide), said point being the TRUE POINT OP BEGINNING of this description;
thence along the said 5o:ttherly lines the following three courses and
distances: Easterly along. a curve to the right, from a point with a radial
bearing of North 02° 33' 40' West, with a radius of 470.00 feet, through a
central angle of 02° Ol' 22', an arc length of 16.59 feet, North 89° 27'
42' East 130.36 feet, and Southeasterly and Southerly along a tangent curve to
the right, with a radius of 20.00 feet, through a central angle of 90° 11'
00•, an arc length of 31.48 feet to a line parallel with, and 25.00 feet
westerly of the said centerline of Stelling Road; thence along said parallel
line South 00° 21' 18' East 209.95 feet to a line parallel with, and 295.00
feet Southerly of, measured at right angles to, said Nostherly line of said
1.530 acre parcel; thence. along last named parallel line South 89° 27' 42'
West 87.67 feet to the said Westerly line of said 1.53.0 acre parcel; thence
along last named line, North 19° 25' 47' West 242.78 feet to the said true
point of beginning and containing 0.671 acres of land, more or .less.
EXHIBIT "A"
I.AMOS OF WILJLMIO ~
FUTURE sewew ~
-~ ~ SPRINGS PARKMMY `
~ -
a~` w O
~
~ ~ .~
1
v
o.s~n ~c. ~
~~ •~~
~~~ f,~r.~~~
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Qi~i~f • ~ r
PLAT TO ACCOIAPANY THE DESCRIPTION OF THE LANDS OF LYDDON
TO BE DEDICATED FOR THE FUTURE FIRE STATION
OF THE CITY OF_CUPERTINO
~"H•~ ~'" ~ Ruth anc! Going. Inc .
G civn asi~ • uwo suav~roas
C}i1CD ..
- •.~ .wr •f •frfl• l~L _1fMR r•f ~e/rftv~„ fna•ti •.~.• fti•_a?f7
DATE ~~EC: /1~d
!'NO i ;'
.'
~d~6~asF 7~.1
dty or aapertino .
C~IFTCATE of A~NCE is hereby given in order to c~ly with
the provisioa~s of Section 27281 of the ~]e.
Zhis is to certify that the interest in real property ccrlveyed by
the deed or grant dated Decenber 23, 1986, ~ frcm~
DQRO-IXY ~IIdE LYDDCN, AIG~- DO~IHY A. LYDDO~T; AIQ~ DOIi~I~~t LYDDON ..
to City of cupertitlo, a azJe~Y, ~ h~bY a~P~ by
ozder of the City Oatuycil an Match 30, 1987, and the grantee consents
to recordation thereof by its duly authorized officer.
Dated: Ar,-i ~ ~ _ tgs7
BY .
City Cler
City of
r
I~SO~ITPIC~1 Iip. 7124
-~ ~~~
. ~ ~
K 0 9 ~ pasE 7
A I~O~IOl1 OiF '~ CI'Z'Y CO~AdCII. OAP' Zip CTl'Y OF QJPF~O
ACCEgI'~G GRADTP DE>:. OP' I~PAL Pl~Px~Y Flit DAL ANN LYLIDCN,
ALSO IQ~I~T AS DC~dII~i A. LYL~DC[d, iPlLSO I~>C~ AS DO~IiiY LYDDCY1i
FEE SIl~E OF Pte, OF' LAND FCI~t FII~E STATZCRt SITE f
~r SILfE OF fii+6!TT TIC ~ C~' SEVEN SPKII~GS PARI~iY j
A~m~TELY 1.671 ACRE
• Y Ann LYE, also ]ar~wn as Dorothy A. Lyddon, • also
~koo~z as Y ~ has emoted a grant deed which is in good and
sufficient• form granting to the City of ~=- i *+r+, Cbunty of Santa Clara,
state of t~lifaraia, the fee title to certain real prnperty for ~a fire
station• site, situate in the City of ~pertino, more =+-~i~ly
described in Exhibits "A" arxi "e°, attached hereto and made a part hereof,
which is as fo].].aws:
t
All that certain real property situate in the City of Cupertino,
Oounty of Santa Clara, State of California, oonsi~-; ~ of
apptcx3mately 0.671 acre, located on the west aids of Stalling south
of seven Springs Par7a~ray.
~; , BE IT RF5OLVED that the City of Cupertino aooept said
grant so tendered; anti
IT IS F[IIt'~gR RF5OLVED that the City Clerk be and she is hereby
autha~rized to record said grant deed and this resolution.
PASSED AND ADOFI~D at a regular nreet~inq of the City Cauycil of the
City ~ ~~ this 30th day of ~ Marc ~ 1987 by the followiTq
votes
Vo't' ors of the City Da~mcil
Aye; Gatto, Plungy, Rogers, Sparks
~; None
Johnson
None
ATI'F5'i': »:
/s/ Dorothy Cornelius /s/ W. Reed Sparks
City Clerk 2sayor, City of a~
Enstiallal•i,Inc. 406-296-2928 01/19/00 11i52A P.006
,• \
\`~~• OLD I;.EPYJBLIC TITLE CONXPANy
,,• _ ~
~ ORDER NO. 494531
At the date hereof excepdons to coverage in addition to the Excepdons and Exclusions in Bald poltry form would be u
follows: '
1. Taxes and aese9ssmenta, general and special, for the fiscal year 1999-2000 a
lien, but not yet duo or payable.
Z. The lien of aupplemeatal taxe3, if any, assessed purouarst to the provisioars of
Section 75, et seq., of the Revenue and Taxation Code of the State of California,
3. The Land Conservation Agreement upon the toxnls and conditions contained •
therein, executed by and between Jack R. and Dorothy Aerie Lyddon and The County of
Santa Clara, dated February 2, 1968 end recorded February 29, 1968 in Book 8041 of
Official Records, Dage 261, and reference is hereby ctade to the record thereof fo•r.•
further particulars.
4. Terms and provisions as contained in an ins7trument
&ntitled Termination Agreement
Executed by; Santa Clara County Central Fire Protection District, a public body,
corporate and politic
Recorded November 25th, ].998 in Official Records under Recorder's Serial
Number 145223Io
5. Any unrecorded and aubaieting leases.
6. Any facts, rights, interests or claims which are not shown by the public
records, but which could be ascertained by making inquiry of the lessors in the
lease or leases described or raterred ~o herein.
7. The terms, covenants cad conditions; of the lease or leases described or
referred to herein cad the effect of any failure to comply therewith,
-------------------- Informational l~otea -------------------- •
1. The last recorded instrument(s) conveying record title to the premises in/are:
A deed executed by Dorothy Anne Lyddon to The City of Cupertino, a Municipal
Corporation, recorded April 3rd, 1987 i:t•Book K096 of Official Recozds,.page 778.
The 133t conveyance affecting said laced recorded WiChia the last two yearn, prior
to t?~e date of thin Report are: NONE
2. NOTE: The mailing add=era or the vestee as shown in the records is: S.
9telling Road, Suite 201, Cupertino, CA 95014.
Page 4 of 4 Pages
OFFICE OF GOYJITt ASSESSOR SJINTA CLARA COUNfT, CAL[FOII~II.A
a
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[r..es.. ~. x.s ns f 997-98
L»ttr.E [ SF7NE - a53tSSOs
RESOLUTIOTd 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 ar.~d 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 aforementionE;d 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 C~ Council
AYES: Burnett, Chang, James, Statton
NOES: None
ABSENT: Lowenthal
ABSTAIN: None
ATTEST:
City Clerk ~
APPR VED:
,~
/i l
____.~
~~
%~VJ:ayor, City of Cupertino
THIS IS TO CER~~11=~c :~;,.~r ~rHE WITFIIN
INSTRUTAENT IS A TRUE AND CORRECT COpY
OFTME ORIGINAL ON FILE IN THIS OFF1C6.
Ar~T aTELO~ - a ~ ~~
OF THE CITY CUPERTWQ