1981-066-Approving An Amended Agreement With Central Fire Protection District Of Santa Clara CountyRESOLUTION NO. 1981 -66
A RESOLUTION APPROVING AN AMENDED AGREE-
MENT WITH CENTRAL FIRE PROTECTION DISTRICT
OF SANTA CLARA COUNTY.
BE IT RESOLVED, and it is hereby resolved by the Town Council of
the Town of Los Gatos, County of Santa Clara, State of California, that
an agreement between the Town and the Central Fire Protection District
of Santa Clara County, entitled "AGREEMENT FOR SALE OF LAND, FOR LEASE-
BACK OF PART OF IT, AND COORDINATING THE TERMINATION DATE OF THE LEASE
WITH THAT OF AN EARLIER LEASE," be amended to provide for performance of
the terms of the agreement by June 30, 1981, instead of by August 31,
1980; and
BE IT FURTHER RESOLVED that the Mayor is authorized and is hereby
directed to execute said agreement (a copy of which is attached hereto)
in the name and in behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a continued reF,ular meeting of the Town of
Los Gatos, California, held this i 17th day of March
1981, by the following vote:
AYES: COUNCIL MEMBERS Ruth Cannon, MarLyn J.
Rasmussen Peter W. Siemens, Brent N
Ventura and Thomas J. Ferrito
NOES: COUNCIL MEMBERS None
ABSENT: COUNCIL MEMBERS None
ABSTAIN
ATTEST:
CLEWOF THE TOWN OF LOS GPOS
COUNCIL MEMBERS None
SIGNED:
0 T WN OF fL
AGREEMENT
This AGREEMENT is made by the TOWN OF LOS GATOS, a municipal corpora-
tion of the State of California, hereinafter called the "TOWN", and the
CENTRAL FIRE PROTECTION DISTRICT OF SANTA CLARA COUNTY, hereinafter called
the "DISTRICT ".
IT IS MUTUALLY AGREED AS FOLLOWS:
1. The nature of the agreement, described in Article IV of the
annexation agreement entered into by and between the TOWN and the DISTRICT
on the 2nd day of March, 1970, by which three TOWN -owned properties were
transferred to the DISTRICT, is a lease.
2. The termination date of the lease shall be July 13, 2036.
3. All other terms of the lease shall be as specified in Article IV
of the annexation agreement.
APPROVED AS TO FORM:
TOWN ATTORNEY OF TOWN
OF LOS GATOS
By:
Walter V. H ys
APPROVED AS TO FORM:
COUNTY COUNSEL OF
SANTA CLARA COUNTY
TOWN COUNCIL OF THE
TOWN OF LOS GATOS
By: "emens, e erayor
BOARD OF SUPERVISORS OF THE
COUNTY OF SANTA CLARA, ACTING
AS THE GOVERNING BOARD OF THE
CENTRAL FIRE PROTECTION DISTRICT
OF SANTA CLARA COUNTY
By: By:
eputy C airman
CL.FRX
ao�: -1, v8
LEASE a+o:
This LEASE is made by the TOWN OF LOS GATOS, a municipal corporation
of the State of California, hereinafter called the "TOWN ", and the CENTRAL
FIRE PROTECTION DISTRICT OF SANTA CLARA COUNTY, hereinafter called the
"DISTRICT ".
IT IS MUTUALLY AGREED AS FOLLOWS:
I. The TOWN hereby leases to the DISTRICT, and the DISTRICT leases
from the TOWN, on the terms and conditions herein set forth, those premises
and appurtenances known as Parcel C shown on the record of survey filed
April 7, 1956 in Book 207 of Maps at page 5 in the Office of the Santa Clara
County Recorder.
2. The term of this lease is fifty -five (55) years, commencing July 14,
1981, and terminating July 13, 2036.
3. The total rent is Five Dollars ($5.00) per year, payable annually in
advance.
4. The DISTRICT shall occupy and use the real property as fire stations
for the housing of fire crews and currently - utilized equipment unless the
TOWN consents in writing to the use thereof for other purposes as expressed
by a resolution adopted by the Town Council. Said real property may also
be used for miscellaneous incidental purposes related to the performance of
fire prevention and suppression purposes such as the storage of surplus
equipment or materials and supplies, repair shops, administrative offices
and staff training centers, when such miscellaneous incidental uses on any
given parcel of the real property are in conjunction with the use of said
parcel as a fire station.
5. The DISTRICT, at its sole expense, shall maintain the real
property and existing landscaping thereon in good repair and condition
during the period of its use thereof, and protect it from damage, deteriora-
tion and extraordinary depreciation. Any damage to the real property shall
be promptly repaired by the DISTRICT at its sole expense.
6. In the event any parcel of the real property is from any cause
destroyed or damaged beyond repair, the DISTRICT at its sole expense shall
replace same with improvements and facilities of the same kind and purpose,
and of at least the same quality, size'and capacity as those damaged or
destroyed. The DISTRICT may, in its discretion, replace said improvements
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and facilities upon any other parcel or parcels of realty within Los Gatos.
Title to all such replacement improvements or facilities constructed on
TOWN -owned land shall be vested in the TOWN subject to the right of use
thereof by the DISTRICT under the terms of this Agreement. In the event
the work of constructing such replacement improvements or facilities on realty
within Los Gatos is not completed three (3) years after the date of the damage
or destruction, the DISTRICT shall pay to the TOWN the amount of insurance
proceeds received by the DISTRICT representing one hundred (100 %) percent of
the replacement cost thereof on the date of damage or destruction, or in the
absence of the DISTRICT's receipt of insurance proceeds in such amount, the
replacement cost thereof on January 1, 1970 as adjusted to the date of damage
or destruction.
7. The DISTRICT may expand, remodel or otherwise improve or add fix-
tures to the real property in order to enable it to better satisfy its need
for fire protection and suppression purposes. The title to all such improve-
ments and fixtures shall be vested in the TOWN subject to the right of use
thereof by the DISTRICT under this Agreement.
8. The DISTRICT shall insure the real property against the risk of
damage or destruction in amounts sufficient to enable it to satisfy those
obligations created by this Agreement; provided that the obligations of the
DISTRICT under this Agreement shall not be limited or otherwise modified by
its failure to procure such insurance or by the amounts of proceeds realized
therefrom. The DISTRICT shall take out and maintain during all periods it
is using the real property public liability insurance naming the Town, the
members of the Town Council and all other officers, agents and employees of
the TOWN, individually and collectively, as insureds, indemnifying said
insureds from and against any and all loss or damage, and from any and all
liability for any and all loss or damage, and from any and all suits, actions
or claims brought by any and all person or persons because of, arising out of
or resulting from the use of the real property by DISTRICT, any dangerous or
defective condition thereof, or any act or omission by the DISTRICT, its
officers, agents or employees in connection with its use of the real property.
Said insurance shall initially and hereafter be increased to provide coverage
in the same amounts as the DISTRICT's public liability policy or the following
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amount, whichever is greater: for bodily injury or property damage,
$1,000,000 for each occurrence. A certificate of said insurance shall be
filed with the Town Clerk of the TOWN not later than the effective date of
annexation and thereafter and to the extent that the DISTRICT increases
said coverage.
9. In the event any parcel of the real property is destroyed or
damaged beyond repair, and the DISTRICT fails to complete the construction
of replacement facilities or improvements thereon within three (3) years
after date of damage or destruction pursuant to the provisions of Para-
graph 6, the DISTRICT's right to use said parcel of real property under this
Agreement shall terminate. In the event the DISTRICT abandons any parcel of
the real property for a continuous period of ninety (90) days its right to
use said parcel shell terminate. In the event the DISTRICT uses any parcel
of the real property in violation of the provisions of Paragraph 4, or for
any reason fails to use any such parcel as a fire station without the written
consent of the TOWN as expressed by a resolution adopted by the Town Council,
or fails to use any parcel of the real property in accordance with the terms
of any resolution or resolutions adopted by the Town Council consenting to
other uses thereof, for a continuous period of ninety (90) days, the DISTRICT's
right to use said parcel may be terminated by the TOWN through written notice
to the DISTRICT mailed postage prepaid and directed to the address of the
DISTRICT's administrative offices, and transmitted at any time subsequent
to the failure of the DISTRICT to use said property in the manner required
herein during the prescribed time period without the consent of the TOWN. The
DISTRICT shall vacate the premises not later than thirty (30) days after the
date of transmittal of said notice. Acquiescence by the TOWN in the failure
of the DISTRICT to use the real property or the DISTRICT's use thereof in
violation of the terms of this Agreement or any resolution adopted by the Town
Council pursuant thereto, or the failure of the TOWN to exercise its right to
terminate the DISTRICT's use of said real property hereunder, with or without
actual or constructive knowledge of the existence of such right, shall not
thereafter be deemed a waiver of the TOWN's rights hereunder or otherwise
prevent termination or impair the TOWN's rights to terminate the DISTRICT's
use thereof.
10. Except as otherwise provided by*this Agreement, the DISTRICT shall
not lease, sublease or otherwise assign its right to use the real property to
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any other party or permit any other party to permanently or temporarily
occupy or use the real property without the written consent of the TOWN
as expressed by a resolution adopted by the Town Council. No successor
in interest of the DISTRICT shall be vested with any right to use the
real property under this Agreement without the written consent of the
TOWN as expressed by a resolution adopted by the Town Council. All rights
to use the real property created by this Agreement shall terminate in the
event of the dissolution of the DISTRICT, its annexation by any other public
agency, its consolidation with any other public agency or the exercise of
the DISTRICT's powers by or in conjunction with any other agency, board, or
entity by virtue of a joint exercise of powers agreement or otherwise,
unless the TOWN consents to the continuing use of the property thereafter in
the manner above described. The DISTRICT shall not mortgage, encumber or
otherwise create a security interest in the real property.
11. Any disputes between the parties over any aspect of this agree-
ment shall be settled by arbitration under the rules of the American
Arbitration Association and the prevailing party shall be entitled to
attorneys' fees and all reasonable costs (including those not allowed by
statute ),
12. This LEASE is the entire agreement between the parties, and it
may not be modified except by a written agreement signed by the party against
whom the modification is sought to be enforced.
eE
APPROVED AS TO FORM:
TOWN ATTORNEY OF TOWN
OF LOS GATOS
,6 1
By:
Water .. � s 4
APPROVED AS TO FORM:
COUNTY COUNSEL OF
SANTA CLARA COUNTY
By:
Deputy
16'1
TOWN COUNCIL OF THE
TOWN OF LOS GATOS
By
e W. iemens, Mayor
BOARD OF SUPERVISORS OF THE
COUNTY OF SANTA CLARA, ACTING
AS THE GOVERNING BOARD OF THE
CENTRAL FIRE PROTECTION DISTRICT
OF SANTA CLARA COUNTY
rman