2003-092- Authorizing The Town Manager To Execute A Fifteen(15) Year Sub -Lease Agreement With The United States Postal Service For Their Use Of A Portion Of The Parking Lot Located At 15 Montebello Way, Los GatosRESOLUTION 2003 -92
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE A FIFTEEN (15) YEAR
SUB -LEASE AGREEMENT WITH THE UNITED STATES POSTAL SERVICE
FOR THEIR USE OF A PORTION OF THE PARKING LOT LOCATED AT 15
MONTEBELLO WAY, LOS GATOS
THE TOWN COUNCIL OF THE TOWN OF LOS GATOS HEREBY
RESOLVES:
WHEREAS, the Los Gatos Town Council previously adopted the
Downtown Parking Management Plan and directed Staff to negotiate an agreement
with Verizon California, Inc. for the use of their parking lot, and
WHEREAS, on June 17, 2002, the Los Gatos Town Council adopted a
resolution to execute a fifteen year lease agreement with Verizon California, Inc. to
use a portion of the lot located at 15 Montebello Way, Los Gatos, and
WHEREAS, the United States Postal Service has an existing month to
month rental agreement with Verizon California, Inc. and wishes to continue leasing
the space from the Town, and
WHEREAS, on June 17, 2002, the Los Gatos Town Council directed staff
to negotiate an agreement with the United States Postal Service to sub -lease the
parking area for their continued use, and
NOW, THEREFORE, BE IT RESOLVED by the Town Council of the
Town of Los Gatos in the County of Santa Clara, State of California, that the Town
Manager is authorized, and is hereby directed to execute a fifteen (15) year sub -lease
agreement with the United States Postal Service (Attachment 2) attached hereto, for
their use of a portion of the parking lot located at 15 Montebello Way, Los Gatos.
N: \share\ PD0804.14 1
PASSED AND ADOPTED at a regularmeeting of the Town Council of the
Town of Los Gatos, California, held on the 4" day of August, 2003 by the following
vote:
COUNCIL MEMBERS:
AYES: Steve Glickman, Diane McNutt, Joe Pirzynski, Mike Wasserman,
Mayor Sandy Decker.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
�YOR
S G9
ATTEST:
s�� V dp'
CLERK OF THE TOWN O OS ATOS
LOS GATOS, CALIFORNI
THE TOWN OF LOS GATOS
3, CALIFORNIA
N: \share\ PD0804.14 2
a UNITED STATES.
POSTAL SERVICE.
I]
Sub -Lease
Facility Name /Location
LOS GATOS - M.O. EMPLOYEE PARKING (054542 -002) SANTA CLARA COUNTY
15 MONTEBELLO WAY LOS GATOS, CA 95030 - Project: F60639
This SUB - LEASE, made and entered into by and between TOWN OF LOS GATOS hereinafter called the Lessor, and
THE United States Postal Service, hereinafter called the Postal Service:
In consideration of the mutual promises set forth and for other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties covenant and agree as follows:
1. The Lessor hereby subleases to the Postal Service and the Postal Service subleases from the Lessor the foil
premises, hereinafter legally described in paragraph 8, in accordance with the terms and conditions described herein
and contained in the 'General Conditions to U.S. Postal Service Sub- Lease,' Section A, attached hereto and made a
part hereof.
Upon which is a Exclusive use parking lot, approximately 35 parking spaces and which property
contains areas, spaces, improvements, and appurtenances as follows:
AREA SQ. FEET AREA SQ. FEET
Net Floor Space Joint Use /Common Areas:
Platform
Parking and Maneuvering 10,800
Other:
Driveway
Landscaping
Sidewalks
Total Site Area: 10,800
2. RENTAL: The Postal Service will pay the Lessor an annual rental of: as outlined on the Attached
Addendum.
Rent checks shall be disbursed as follows:
payable to:
TOWN OF LOS GATOS
FINANCE DEPARTMENT
P. O. BOX 697
LOS GATOS CA 95031 -0697
unless the Contracting Officer is notified, in writing by Lessor, of any change in payee or address at least sixty (60) days
before the effective date of the change.
3. TO HAVE AND TO HOLD the said premises with their appurtenances:
FIXED TERM: 15 years. Reference addendum for commencement dates.
4. RENEWAL OPTIONS: None.
5. UTILITIES, SERVICES, AND EQUIPMENT: Lessor, as part of the rental consideration, shall furnish the following
utilities, services and equipment: (See Lessor Obligations of General Conditions (A.24) and /or attached addendum for definitions,)
RELEASE1 (May 1999, v2.2)
1
ATTACHMENT 2
JU UNITED STATES.
POSTAL SERVICE.
Sub -Lease
6. OTHER PROVISIONS: The following additional provisions, modifications, riders, layouts and /or forms were agreed
upon prior to execution and made a part hereof:
The Postal Service is not responsible for payment of real property taxes.
7. N/A
8. LEGAL DESCRIPTION:
10,800 sq. ft identified on Exhibit A as "U. S. Post Office, 35 Parking Spaces
(Existing) ", a portion of the parking facility located at 15 Montebello Way, Los
Gatos CA.
RELEASE1 (May 1999, v2.2) 2
_=21 UNITED STATES
1.�'"i/ POSM SERVICE.
EXECU BY (.ESSOR this -------- - day of ---- .._ ---- ------ ..._ -
OTHER GOVERNMENT AGENCY
;w
• Debra J. Yigoi a, Town Managar
Print Name 8 Tale Signature
Sub -Lease
rim Name & Tine s gnatvre
Print Name & TWe S,gnaiure
Print Nams 3 Ttue Signaturrc
Print Name 67 ; " e Signature
Print Name d I ills s-gnature
Pnnt Name & Tine Signature
Pnnt Name & Lee Signature
,.J.essor, Acltlresc: TOWN OF LOS r ATOS A pproved as to form:
FINANCE DEPARTMENT
• P. O. BOX 697 LOS CATOS CA 95031 -0697
Telephone No. (408)399 - 5716
TaxpayerlD. 94.6001435
O ry P. Korb, Town Anorney
w,tness waness
ACCEPTANCE BY THE POSTAL SERVICE
Dare
ConvacUng ofiker Smgnature of Contracting Officer
Addraus of Contracting Offtcer
Ka.fA&F.l (May 18119, v2.21
3
a UNITED STATES ` "*
POST/JL SERVICE. Add e n d u m
Facility Name /Location LOS GATOS - M.O. EMPLOYEE PARKING (054542 -002) County: SANTA CLARA
15 MONTEBELLO WAY LOS GATOS, CA 95030 -9998 Project: F60639
2. RENTAL (continued)
The Postal Service shall pay the lessor an annual amount as follows:
Lease Years 1 -5: $21,600 ($1800.00 per month)
Lease Years 6 -10 $24,840 ($2070.00 per month)
Lease Years 11 -15: $28,566 ($2380.50 per month)
3. FIXED TERM (continued): This Sub -Lease shall commence upon termination of the existin
month -to -month lease between Verizon California Inc. and the United States Postal Service.
Said termination coincides with commencement of lease payments between the Town of Los
Gatos and Verizon California Inc. under the new master lease dated 05/28/2002 between the
Town of Los Gatos and Verizon California Inc. This sub -lease shall be amended to
establish the beginning and ending dates of the 15 -year lease term.
10. TERMINATION: Either party may terminate this sub -lease at anytime after the 60th
month of the term, by providing one - hundred eighty (180) days written notice to the
other party. If Verizon California Inc. terminates the master lease with the City of
Los Gatos after the 60th month, the Postal Service must be notified within ten (10)
days after the Town of Los Gatos receives notice from Verizon California Inc., and
Postal Service shall be subject to the termination in accordance with the master
lease.
11. MAINTENANCE: The Postal Service shall be responsible for cleaning and
maintenance of the subject premises.
12. SIGNAGE: The Postal Service to install and maintain at Postal Service's expense
all applicable signage. The Postal Service shall submit its plans to the Town of Los
Gatos for a courtest review, and will comply with recommendations of such agency, to
the extent possible.
13. SUBLEASE: It is understood and agreed that this sublease between the United
States Postal Service and the Town of Los Gatos is subject to the terms and conditions
of the master lease dated May 28, 2002 between Verizon California Inc. and Town of Los
Gatos (copy attached).
14. EXECUTION REQUIREMENTS
General Provision A.3 "Execution Requirements" of General Conditions to
LISPS Sublease is deleted, and replaced with the following:
a. Verizon California Inc. has the legal interest in the property being
subleased to the Postal Service. Written consent of sublease
between the Town of Los Gatos and the Unitd States Postal Service
must be obtained from Verizon California Inc. before the sublease
can be executed.
b. The Master Lease between Verizon California Inc. and the Town
of Los Gatos must be approved by the PUC before the sublease
can be executed.
c. The sublease must be approved by the Los Gatos Town Council,
and a resolution provided to the Postal Service before the
sublease can be executed.
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JU UNl TED STATES
POSTAL SERVICE
SECTION A
All CHOICE OF LAW
This Lease shall be governed by federal law.
A.2 DEFINITIONS
As used in this contract, the following terms have the following
meanings:
a. "Contracting officer" means the person executing this contract on
behalf of the Postal Service, and any other employee who is a properly
authorized contracting officer; the term includes, except as otherwise
provided in the contract, the authorized representative of a contracting
officer acting within the limits of the authority conferred upon that person.
General Conditions to USPS Sub -Lease
law or regulation must be in writing and may be hand delivered or mailed,
addressed to "Contracting Officer, U.S. Postal Service" at the address
specified on page 3 of the Lease, or at an address that the Postal
Service has otherwise directed in writing.
A.4 MORTGAGEE'S AGREEMENT
If there is now or will be a mortgage on the property which is or will be
recorded prior to the recording of the Lease, the offeror must notify the
contracting officer of the facts concerning such mortgage and, unless in
his sole discretion the contracting officer waives the requirement, the
offeror must furnish a Mortgagee's Agreement, which will consent to this
Lease and shall provide that, in the event of foreclosure, mortgagee,
successors, and assigns shall cause such foreclosures to be subject to
the Lease.
b. "Successful offeror," "offeror," "owner," "contractor," or "Lessor" are A.5 EQUAL OPPORTUNITY
interchangeable and refer to the party whose proposal is accepted by the
Postal Service.
c. "Lease" and "agreement" are interchangeable and refer to this
document, including all riders and attachments thereto.
*A.3 D Vio1j ffAt)tltEMENTS *SEE ADDENDUM
a. All co- owners and all other persons having or to have a legal interest
in the property m the Lease. If the offeror is married, the
husband or wife oPhe offeror must also execute the Lease. The offeror
must submit adequate evidence of title.
b. If the offeror IDEdeFffiR partnership, each member must sign.
c. If the offeror®ffliiEWS partnership, all general partners must sign.
d. Where the offeror is an administrator or an executor of an estate,
there must be fLDftE €certificate of the clerk of the court or certified
copy of the court order showing the appointment of the administrator or
executor, together with a certified copy of the will of the deceased. If
there is no will, or in the event the will of the deceased does not
specifically authorize the administrator or the executor to enter into a
contract to lease the proposed quarters, it will generally be necessary to
furnish, in addition to the above named items, a certified copy of the
court order authorizing such administrator or executor to enter into a
lease with the Postal Service.
e. Where the qqpfer�i¢pa trustee, a certified copy of the instrument
creating the trus r us a furnished together with any other evidence
necessary to establish the trustee's authority to lease.
f. Where the offeror Is a corporation, leases and lease agreements
entered into musDEWUrP corporate seal affixed or in place thereof the
statement that the corporation has no seal.
g. Where the offeror is a corporation, municipal corporation, fraternal
order or society,QW -fie must be accompanied by documentary
evidence affirming the authority of the agent, or agents, to execute the
Lease to bind the municipal corporation, fraternal order or society for
which he (or they) purports to act. The usual evidence required to
establish such authority is in the form of extracts from the articles of
incorporation, or bylaws, or the minutes of the board of directors duly
certified by the custodian of such records, under the corporate seal.
Such resolutions, when required, must contain the essential stipulations
embodied in the Lease. The names and official titles of the officers who
are authorized to sign the Lease must appear in the document.
h. Notices. Any notice to Lessor provided under this Lease or under
any law or regqWQrErVLMt be in writing and may be hand delivered or
mailed to Lessor at the address specified on page 3 of the Lease, or at
an address that Lessor has otherwise appropriately directed in writing.
Any notice to the Postal Service provided under this Lease or under any
a. The contractor may not discriminate against employees or applicants
because of race, color, religion, sex, or national origin. The contractor
will take affirmative action to ensure that applicants are employed, and
that employees are treated during employment; without regard to race,
color, religion, sex, or national origin. This action must include, but not
be limited to, employment, upgrading, demotion, or transfer; recruitment
or recruitment advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for training, including
apprenticeship. The contractor agrees to post in conspicuous places,
available to employees and applicants, notices provided by the
contracting officer setting forth the provisions of this clause.
b. The contractor must, in all solicitations or advertisements for
employees placed by it or on its behalf, state that all qualified applicants
will be considered for employment without regard to race, color, religion,
sex, or national origin.
c. The contractor must send to each union or workers' representative
with which the contractor has a collective bargaining agreement or other
understanding, a notice, provided by the contracting officer, advising the
union or workers' representative of the contractor's commitments under
this clause, and must post copies of the notice in conspicuous places
available to employees and applicants.
d. The contractor must comply with all provisions of Executive Order
(EO) 11246 of September 24, 1965, as amended, and of the rules,
regulations, and relevant orders of the Secretary of Labor.
e. The contractor must furnish all information and reports required by
the Executive order, and by the rules, regulations, and orders of the
Secretary, and must permit access to the contractor's books, records,
and accounts by the Postal Service and the Secretary for purposes of
investigation to ascertain compliance with these rules, regulations, and
orders.
f. If the contractor fails to comply with this clause or with any of the
said rules, regulations, or orders, this contract may be canceled,
terminated, or suspended, in whole or in part; the contractor may be
declared ineligible for further contracts in accordance with the Executive
order; and other sanctions may be imposed and remedies invoked under
the Executive order, or by rule, regulation, or order of the Secretary, or
as otherwise provided by law.
g. The contractor must insert this clause, including this paragraph g, in
all subcontracts or purchase orders under this contract unless exempted
by Secretary of Labor rules, regulations, or orders issued under the
Executive order. The contractor must take such action with respect to
any such subcontract or purchase order as the Postal Service may direct
as a means of enforcing the terms and conditions of this clause
(including sanctions for noncompliance), provided, however, that if the
contractor becomes involved in, or is threatened with, litigation as a
Kt I tKM1K tvL.z, June 1895) A -1
r� UNITEDST13TES General Conditions to USPS Sub -Lease
POSTAL SERVICE
result, the contractor may request the Postal Service to enter into the written notice of the assignment or reassignment, together with a true
litigation to protect the interests of the Postal Service. copy of the instrument of assignment, is filed with:
h. Disputes under this clause will be governed by the procedures in 41
CFR 60 -1.1.
A.6 FACILITIES NONDISCRIMINATION
a. As used in this clause, the term "facility" means stores, shops,
restaurants, cafeterias, restrooms, and any other facility of a public
nature in the building in which the space covered by this Lease is
located.
b. The Lessor agrees that he will not discriminate by segregation or
otherwise against any person or persons because of race, religion, color,
age, sex, or national origin in furnishing, or by refusing to furnish, to such
person or persons the use of any facility including any and all services,
privileges, accommodations, and activities provided thereby.
c. It is agreed that the Lessor's noncompliance with the provisions of
this clause shall constitute a material breach of this Lease. In the event
of such noncompliance, the Postal Service may take appropriate action
to enforce compliance, may terminate this lease, or may pursue such
other remedies as may be provided by law. In the event of termination,
the Lessor shall be liable for all excess costs of the Postal Service in
acquiring substitute space, including but not limited to the cost of moving
to such space.
d. The Lessor agrees to include, or to require the inclusion of the
foregoing provisions of this clause (with the terms "Lessor" and "Lease"
appropriately modified) in every agreement or concession pursuant to
which any person other than the Lessor operates or has the right to
operate any facility. The Lessor also agrees that it will take such action
with respect to any such agreement as the Postal Service may direct as
a means of enforcing this clause, including but not limited to termination
of the agreement or concession.
A.7 RESERVED
A.8 CONTINGENT FEES
a. The contractor warrants that no person or selling agency has been
employed or retained to solicit or obtain this contract for a commission,
percentage, brokerage, or contingent fee, except bona fide employees or
bona fide, established commercial or selling agencies employed by the
contractor for the purpose of obtaining business.
b. For breach or violation of this warranty, the Postal Service has the
right to annul this contract without liability or to deduct from the contract
price or otherwise recover the full amount of the commission,
percentage, brokerage fee, or contingent fee.
c. Licensed real estate agents or brokers having listings on property for
rent, in accordance with general business practice, and who have not
obtained such licenses for the sole purpose of effecting this lease, may
be considered as bona fide employees or agencies within the exception
contained in this clause.
A.9 ASSIGNMENT OF CLAIMS
a. If this contract provides for payments aggregating $10,000 or more,
claims for moneys due or to become due from the Postal Service under
it may be assigned to a bank, trust company, or other financing
institution, including any federal lending agency, and may thereafter be
further assigned and reassigned to any such institution. Any assignment
or reassignment must cover all amounts payable and must not be made
to more than one party, except that assignment or reassignment may be
made to one party as agent or trustee for two or more parties
participating in financing this contract. No assignment or reassignment
will be recognized as valid and binding upon the Postal Service unless a
RETERMSH (v2.2, June 1999)
1. The contracting officer;
2. The surety or sureties upon any bond; and
3. The office, if any, designated to make payment, and the
contracting officer has acknowledged the assignment in writing.
b. Assignment of this contract or any interest in this contract other than
in accordance with the provisions of this clause will be grounds for
termination of the contract for default at the option of the Postal Service.
c. Nothing contained herein shall be construed so as to prohibit transfer
of ownership of the demised premises, provided that: 1. such transfer is
subject to this agreement; and 2. both the original lessor and the
successor lessor execute the standard Lease Assignment and
Assumption form to be provided by the USPS Contracting Officer,
A.10 COMPLIANCE WITH OSHA STANDARDS
The Lessor must (1) comply with applicable Occupational Safety and
Health Standards, title 29 Code of Federal Regulations, Part 1910,
promulgated pursuant to the authority of the Occupational Safety and
Health Act of 1970; (ii) comply with any other applicable federal, state,
or local regulation governing workplace safety to the extent they are not
in conflict with (I); and (iii) take all other proper precautions to protect the
health and safety of (a) any laborer or mechanic employed by the
Lessor in performance of this agreement, (b) Postal Service employees,
and (c) the public. The Lessor must include this clause in all
subcontracts hereunder and to require Its inclusion in all subcontracts of
a lower tier. The term "Lessor" as used in this clause in any subcontract
must be deemed to refer to the subcontractor.
A.11 EXAMINATION OF RECORDS
a. The Postal Service and its authorized representatives will, until three
years after final payment under this contract, or for any shorter period
specified for particular records, have access to and the right to examine
any directly pertinent books, documents, papers, or other records of the
contractor involving transactions related to this contract,
b. The contractor agrees to include in all subcontracts under this
contract a provision to the effect that the Postal Service and its
authorized representatives will, until three years after final payment
under the subcontract, or for any shorter specified period for particular
records, have access to and the right to examine any directly pertinent
books, documents, papers, or other records of the subcontractor
involving transactions related to the subcontract. The term "subcontract"
as used in this clause excludes:
1. Purchase orders; and
2. Subcontracts for public utility services at rates established for
uniform applicability to the general public.
A-12 YEAR 2000 WARRANTQ��ROPERTY CONTRACTS)
The contractor warrants that all building systems required under this
contract (including, but not 16448. HVAC, electrical, lighting,
elevator, or security /alarm sy Mich contain or are managed,
governed, or regulated in any manner by date - sensitive computer
hardware or software, will suffer no failure, irregularity, or interruption of
service based on failure accurately to process date data from, into, and
between the twentieth and twenty - first centuries, including recognizing
the year 2000 as a leap year. For breach of this warranty, the Postal
Service may require the contractor to repair or replace those portions of
any building system not performing as stated above.
The Postal Service may enforce this clause prior to January 1, 2000, if
testing of any system before thant - rUfults in a failure, irregularity, or
A -2
JU ��' UNITED STATES
POSTAL SERVICE
interruption of service as described above. Accordingly, systems must
permit user - programmed daELETAs sufficient to simulate time
periods beginning with any future date, including without limitation
December 31, 1999. Nothing in this warranty may be construed to limit
any rights or remedies the Postal Service may otherwise have under this
contract with regard to Year 2000 compliance or any other defects or
failures.
A.13 CLAIMS AND DISPUTES
a. This contract is subject to the Contract Disputes Act of 1978 (41
U.S.C. 601 -613) ( ".the Act ").
b. Except as provided in the Act, all disputes arising under or relating to
this contract must be resolved under this clause.
c. "Claim," as used in this clause, means a written demand or written
assertion by one of the contracting parties seeking, as a matter of right,
the payment of money in a sum certain, the adjustment or interpretation
of contract terms, or other relief arising under or relating to this contract.
However, a written demand or written assertion by the contractor seeking
the payment of money exceeding $100,000 is not a claim under the Act
until certified as required by subparagraph d.2 below, A voucher,
invoice, or other routine request for payment that is not in dispute when
submitted is not a claim under the Act. The submission may be
converted to a claim under the Act by complying with the submission and
certification requirements of this clause, if it is disputed either as to
liability or amount or is not acted upon in a reasonable time.
d.
1. A claim by the contractor must be made in writing and submitted
to the contracting officer for a written decision. A claim by the Postal
Service against the contractor is subject to a written decision by the
contracting officer.
2. For contractor claims exceeding $100,000, the contractor must
submit with the claim the following certification:
"I certify that the claim is made in good faith, that the supporting
data are accurate and complete to the best of my knowledge and
belief, that the amount requested accurately reflects the contract
adjustment for which the contractor believes the Postal Service
is liable, and that I am duly authorized to certify the claim on
behalf of the contractor."
3. The certification may be executed by any person duly authorized
to bind the contractor with respect to the claim.
e. For contractor claims of $100,000 or less, the contracting officer
must, if requested in writing by the contractor, render a decision within 60
days of the request. For contractor - certified claims over $100,000, the
contracting officer must, within 60 days, decide the claim or notify the
contractor of the date by which the decision will be made.
f. The contracting officer's decision is final unless the contractor
appeals or files a suit as provided in the Act.
g, When a claim is submitted by or against a contractor, the parties by
mutual consent may agree to use an alternative dispute resolution (ADR)
process to assist in resolving the claim. A certification as described in
d(2) of this clause must be provided for any claim, regardless of dollar
amount, before ADR is used.
h.. The Postal Service will pay interest on the amount found due and
unpaid from:
1. The date the contracting officer receives the claim (properly
certified if required); or
General Conditions to LISPS Sub -Lease
2. The date payment otherwise would be due, if that date is later,
until the date of payment.
i, Simple Interest on claims will be paid at a rate determined in
accordance with the Interest clause.
j. The contractor must proceed diligently with performance of this
contract, pending final resolution of any request for relief, claim, appeal,
or action arising under the contract, and comply with any decision of the
contracting officer.
A.14 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS
The following clause is applicable if this contract provides for payments
aggregating $2,500 or more.
a. The contractor may not discriminate against any employee or
applicant because of physical or mental handicap, in regard to any
position for which the employee or applicant is qualified. The contractor
agrees to take affirmative action to employ, advance in employment, and
otherwise treat qualified handicapped individuals without discrimination in
all employment practices, such as employment, upgrading, demotion or
transfer, recruitment, advertising, layoff or termination, rates of pay or
other forms of compensation, and selection for training (including
apprenticeship).
b. The contractor agrees to comply with the rules, regulations, and
relevant orders of the Secretary of Labor issued pursuant to the
Rehabilitation Act of 1973, as amended.
c. In the event of the contractor's noncompliance with this clause,
action may be taken in accordance with the rules and regulations and
relevant orders of the Secretary of Labor.
d. The contractor agrees to post in conspicuous places, available to
employees and applicants, notices in a form to be prescribed by the
Director, Office of Federal Contract Compliance Programs, provided by
or through the contracting officer. These notices state the contractor's
obligation under the law to take affirmative action to employ and advance
in employment qualified handicapped employees and applicants, and the
rights of applicants and employees.
e. The contractor must notify each union or worker's representative with
which it has a collective bargaining agreement or other understanding
that the contractor Is bound by the terms of section 503 of the Act and is
committed to taking affirmative action to employ, and advance in
employment, handicapped individuals.
f. The contractor must include this clause in every subcontract or
purchase order over $2,500 under this contract unless exempted by
rules, regulations, or orders of the Secretary issued pursuant to section
503 of the Act, so its provisions will be binding upon each subcontractor
or vendor. The contractor must take such action with respect to any
subcontract or purchase order as the Director of the Office of Federal
Contract Compliance Programs may direct to enforce in these
provisions, Including action for noncompliance.
A.15 AFFIRMATIVE ACTION FOR DISABLED VETERANS AND
VETERANS OF THE VIETNAM ERA
If this contract provides for payments aggregating $10,000 or more, the
following clause is applicable.
a. The contractor may not discriminate against any employee or
applicant because that employee or applicant is a disabled veteran or
veteran of the Vietnam era, in regard to any position for which the
employee or applicant is qualified. The contractor agrees to take
affirmative action to employ, advance in employment, and otherwise
treat qualified disabled veterans and veterans of the Vietnam era without
discrimination In all employment practices, such as employment,
upgrading, demotion or transfer, recruitment, advertising, layoff or
RETERMSH (v2,2, June 1999) A -3
UNI TED STATES
M POSTAL SERVICE
General Conditions to LISPS Sub -Lease
termination, rates of pay or other forms of compensation, and selection g. The contractor agrees to comply with the rules, regulations, and
for training (including apprenticeship), relevant orders of the Secretary of Labor issued pursuant to the Vietnam
Era Veterans 01 t t o '
b. The contractor agrees to list all employment openings which exist at
the time of the execution of this contract and those which occur during
the performance of this contract, including those not generated by this
contract and including those occurring at an establishment of the
contractor other than the one where the contract is being performed, but
excluding those of independently operated corporate affiliates, at an
appropriate local office of the state employment service where the
opening occurs. State and local government agencies holding Postal
Service contracts of $10,000 or more will also list their openings with the
appropriate office of the state employment service.
c. Listing of employment openings with the employment service system
will be made at least concurrently with the use of any other recruitment
source or effort and will involve the normal obligations attaching to the
placing of a bona fide job order, including the acceptance of referrals of
veterans and non - veterans. The listing of employment openings does not
require the hiring of any particular applicant or hiring from any particular
group of applicants, and nothing herein is intended to relieve the
contractor from any other requirements regarding nondiscrimination in
employment.
d. Whenever the contractor becomes contractually bound to the listing
provisions of this clause, it must advise the employment service system
in each State where it has establishments of the name and location of
each hiring location in the State. The contractor may advise the State
system when it Is no longer bound by this clause.
e. Paragraphs b, c, and d above do not apply to openings the
contractor proposes to fill from within its own organization or under a
customary and traditional employer /union hiring arrangement. But this
exclusion does not apply to a particular opening once the contractor
decides to consider applicants outside its own organization or
employer /union arrangements for that opening.
f. Definitions
1. All Employment Openings. This includes all positions except
executive and top management, those positions that will be filled
from within the contractor's organization, and positions lasting three
days or less. This also includes full -time employment, temporary
employment of more than three days duration, and part-time
employment. Under the most compelling circumstances, an
employment opening may not be suitable for listing, including
situations in which the needs of the Postal Service cannot
reasonably be otherwise supplied, when listing Would be contrary to
national security, or when listing would not be in the best interest of
the Postal Service.
2. Appropriate Office of the State Employment Service. This
means the local office of the federal /state national system of public
employment offices with assigned responsibility for serving the area
where the employment opening is to be filled, including the District of
Columbia, Guam, the Commonwealth of Puerto Rico, and the Virgin
Islands.
3. Positions That Will be Filled From Within the Contractor's Own
Organization. This means employment openings for which no
consideration will be given to persons outside the contractor's
organization (including any affiliates, subsidiaries and parent
companies) and includes any openings which the contractor
proposes to fill from regularly established recall lists.
4, Openings the Contractor Proposes to Fill Under a Customary
and Traditional Employer /Union Hiring Arrangement. Employment
openings the contractor proposes, to fill from union halls as part of
the customary and traditional hiring relationship existing between it
and representatives of its employees.
ea jus men ssistance Act of 1972, as amended.
h. In the event of the contractor's noncompliance with this clause,
action may be taken in accordance with the rules, regulations, and
relevant orders of the Secretary.
I. The contractor agrees to post in conspicuous places, available to
employees and applicants, notices in a form to be prescribed by the
Director, Office of Federal Contract Compliance Programs, provided. by
or through the contracting officer. These notices state the contractor's
obligation under the law to take affirmative action to employ and advance
in employment qualified disabled veterans and veterans of the Vietnam
era, and the rights of applicants and employees.
j. The contractor must notify each union or workers' representative with
which it has a collective bargaining agreement or other understanding
that the contractor Is bound by the terms of the Act and is committed to
taking affirmative action to employ, and advance in employment,
qualified disabled veterans and veterans of the Vietnam era.
k. The contractor must include this clause in every subcontract or
purchase order of $10,000 or more under this contract unless exempted
by rules, regulations, or orders of the Secretary issued pursuant to the
Act, so its provisions will be binding upon each subcontractor or vendor.
The contractor must take such action with respect to any subcontract or
purchase order as the Director of the Office of Federal Contract
Compliance Programs may direct to enforce in these provisions,
including action for noncompliance.
A.16 GRATUITIES OR GIFTS
a. The Postal Service may terminate this contract for default if, after
notice and a hearing, the Postal Service Board of Contract Appeals
determines that the contractor or the contractor's agent or other
representative:
1. Offered or gave a gratuity or gift (as defined in 5 CFR 2635) to
an officer or employee of the Postal Service; and
2. Intended by the gratuity to obtain a contract or favorable
treatment under a contract.
b. The rights and remedies of the Postal Service provided in this clause
are in addition to any other rights and remedies provided by law or under
this contract.
A.17 HAZARDOUSITOXIC CONDITIONS CLAUSE
"Asbestos containing building material" (ACBM) means any material
containing more than 1% asbestos as determined by using the method
specified in 40 CFR Part 763, Subpart E, Appendix E. "Friable asbestos
material" means any ACBM that when dry, can be crumbled, pulverized,
or reduced to powder by hand pressure.
The Lessor must identify and disclose the presence, location and
quantity of all ACBM or presumed asbestos containing material (PACM)
which includes all thermal system insulation, sprayed on and troweled on
surfacing materials, and asphalt and vinyl flooring material unless such
material has been tested and identified as non -ACBM. The Lessor
agrees to disclose any information concerning the presence of lead -
based paint, radon above 4 pCi /L, and lead piping or solder in drinking
water systems in the building, to the Postal Service.
Sites cannot have any contaminated soil or water above applicable
federal, state or local action levels or undisclosed underground storage
tanks. Unless due to the act or negligence of the Postal Service, if
contaminated soil, water, underground storage tanks or piping or friable
asbestos material or any other hazardous /toxic materials or substances
as defined by applicable Local, State or Federal law is subsequently
mr- ir-mmon tvc.c, .juneiaaal A -4
N�— UNITEDSTATES
r POSTAL SERVICE.
identified on the premises, the Lessor agrees to remove suph materials
or substances upon notification by the U. S. Postal Service at Lessor's
sole cost and expense in accordance with EPA and /or State guidelines.
If ACBM is subsequently found in the building which reasonably should
have been determined, identified, or known to the Lessor, the Lessor
agrees to conduct, at Lessor's sole expense, an asbestos survey
pursuant to the standards of the Asbestos Hazard Emergency Response
Act ( AHERA), establish an Operations and Maintenance (O &M) plan for
asbestos management, and provide the survey report and plan to the
Postal Service. If the Lessor fails to remove any friable asbestos or
hazardous /toxic materials or substances, or complete an AHERA
asbestos survey and O &M plan, the Postal Service has the right to
accomplish the work and deduct the cost plus administrative costs, from
future rent payments or recover these costs from Lessor by other means,
or may, at its sole option, cancel this Lease. In addition, the Postal
Service may proportionally abate the rent for any period the premises, or
any part thereof, are determined by the Postal Service to have been
rendered unavailable to it by reason of such condition.
The remainder of this clause applies if this Lease is for premises not
previously occupied by the Postal Service.
By execution of this Lease the Lessor certifies:
1. that, to the best of its knowledge, the property and improvements
are free of all contamination from petroleum products or any
hazardous /toxic or unhealthy materials or substances, including
friable asbestos materials, as defined by applicable State or Federal
law;
2. that, to the best of its knowledge, there are no undisclosed
underground storage tanks or associated piping, ACBM, radon, lead -
based paint, or lead piping or solder in drinking water systems, on
the property; and
3. it has not received, nor is it aware of, any notification or other
communication from any governmental or regulatory entity
concerning any environmental condition, or violation or potential
violation of any local, state, or federal environmental statute or
regulation, existing at or adjacent to the property.
The Lessor hereby indemnifies and holds harmless the Postal Service
and its officers, agents, representatives, and employees from all claims,
loss, damage, actions, causes of action, expense, fees and /or liability
resulting from, brought for, or on account of any violation of this clause.
A.18 ADVERTISING OF CONTRACT AWARDS
Except with the contracting officer's prior approval, the contractor agrees
not to refer in its commercial advertising to the fact that it was awarded a
Postal Service contract or to imply in any manner that the Postal Service
endorses its products.
A.19 RECORDING
Recording Not Required
A.2o MaMSE
The Postal Service may sublet all or any part of the premises or assign
this lease but DISUBTFo relieved from any obligation under this lease
by reason of any subletting or assignment.
A.21 ALTERATIONS
The Postal Service shall have the right to make alterations, attach
fixtures and erect additions, structures or signs in or upon the premises
hereby leased (provided such alterations, additions, structures, or signs
shall not be detrimental to or inconsistent with the rights granted to other
tenants on the property or in the building in which said premises are
General Conditions to USPS Sub -Lease
located); which fixtures, additions or structures so placed in, upon or
attached to the said premises shall be and remain the property of the
Postal Service and may be removed or otherwise disposed of by the
Postal Service. Prior to expiration or termination of this lease the Postal
Service may remove such alterations and Improvements and restore the
premises to as good condition as that existing at the time of entering
upon the same under the lease, reasonable and ordinary wear and tear
and damages by the elements or by circumstances over which the
Postal Service has no control, excepted. If however, at the expiration or
termination of the lease or any renewal or extension thereof, the Postal
Service elects not to remove such alterations and /or improvements, said
alterations and /or improvements shall become the property of the Lessor
and any rights of restoration are waived.
A.22 APPLICABLE CODES AND ORDINANCES
The Lessor, as part of the rental consideration, agrees to comply with all
codes and ordinances applicable to the ownership and operation of the
building in which the rented space is situated and to obtain all necessary
permits and related items at no cost to the Postal Service.
A.23 DAMAGE OR DESTRUCTION OF PREMISES
If the demised premises or any portion thereof are damaged or
destroyed by fire or other casualty, Acts of God, of a public enemy, riot
or insurrection or are otherwise determined by the Postal Service to be
unfit for use and occupancy, the Postal Service may:
a. terminate this lease as of the date the premises become unfit for use
and occupancy, or
b. require the Lessor to repair or rebuild the premises as necessary to
restore them to tenantable condition to the satisfaction of the Postal
Service. For any period the premises, or any part thereof, are unfit for
use and occupancy, the rent will be abated in proportion to the area
determined by the Postal Service to be untenantable. Unfitness for use
does not include unsuitability arising from such causes as design, size,
or location of the premises, or
c. accomplish all repair necessary for postal occupancy and deduct all
such costs, plus administrative burden from future rents.
A.24 LESSOR &&W&NS
The Lessor's obligol?E1�?prding the services to be provided are further
defined as follows.
a. If heating system and fuel are furnished - Lessor must furnish
heating system tQQ .�� n�tth all fuel required for proper operation of the
system during th�+ir1dance of the Lease. The system must be in
good working order and, if maintained by the Lessor, will be maintained
in accordance with the Maintenance Rider attached hereto. Any
Investigative or remediation cost associated with a release of fuel from
the system, including any fuel tank, shall be the responsibility of the
Lessor, unless the release is cause by the act or negligence of the
Postal Service.
b. If heat is furnished - Lessor must maintain a uniform heating
temperature of 65 �(�e� in all enclosed portions of the demised
premises during th ind ce of the Lease.
c, If heating system is furnished - Lessor must furnish heating system
in good working ord d�I�¢q]]aintained by Lessor, will be maintained in
accordance with ihfenance Rider attached hereto. Any
Investigative or remediation cost associated with a release of fuel from
the system, including any fuel tank, shall be the responsibility of the
Lessor, unless the release is cause by the act or negligence of the
Postal Service.
r%r i orcmon tvA.c, June -iaaal A -
07 UNI TED STATES
POSTAL SERVICE
d. If lighting fixtures and ,power. are furnished -Lessor must provide light A.26 RESERVED
fixtures in good w(UHATE& as well as pay all recurring electric bills.
e. If light fixturem? ?shed - Lessor must provide light fixtures in A.27 DAVIS -BACON ACT
good working order. itti
f. If electricity isdLvElphio& - Lessor must pay for all recurring electric
bills and furnish ir e e ec ncal system during the continuance of the
Lease.
g. If electrical sy11&ii.DTTrnished - Lessor must furnish an electrical
system in good working order having a separate electrical meter.
h. If water system and water service are furnished - Lessor must
furnish a water system in ood working order and pay for all recurring
water bills during tQE6rETfince of the Lease.
I. If water system is furnished - Lessor must furnish a water system in
good working order Q5615�a&te water meter.
j. If sewerage system and sewerage service is furnished - Lessor
agrees to furnish s including all equipment, piping,
plumbing, lines, connections, septic tanks, field lines and related
devices, as necessary and to pay all charges, fees and other costs for
such system and services during the continuance of the Lease.
k. If sewerage sys s hed - Lessor agrees to furnish sewerage
systems including aLnt, piping, plumbing, lines, connections,
septic tanks, field lines, and related devices, as necessary during the
continuance of the Lease.
I. Future Availability of Public Water and /or Sewerage Services -
Regardless of Lessor's responsibility for water and /or sewerage under
this Lease, if public water and /or sewerage services are not currently
available, but become i in the future, the Lessor agrees to
accomplish connection, fit8tPland pay all fees and costs involved in
connecting the building system to the public .water and /or sewerage
systems. After connection, the Postal Service agrees to pay recurring
charges for water consumption and use of sewerage services. If
connection of such services is optional, the Postal Service will determine
if the connection is to be made by the Lessor.
m. If air-conditioning � St and operating power are provided -
Lessor must furnish a - i i mg equipment together with all power
required for proper operation of the equipment during the continuance of
the Lease. The equipment must be in good working order and, if
maintained by the Lessor, will be maintained in accordance with the
Maintenance Rider attached hereto.
n. If air - conditioning equipment is furnished - Lessor must furnish air
conditioning equiojB 'fie demised premises in good working order
and, if maintained by Lessor, will be maintained in accordance with the
Maintenance Rider included attached hereto.
o. If air - conditioning is furnished - Lessor must maintain a uniform
temperature of no greater than 78 degrees F. in all enclosed portions of
the demised premiselMAETA responsible for servicing of the air
conditioning equipment including, but not limited to, the replacement of
necessary filters and refrigerant as required for proper operation of the
equipment together with power, water and other services for its
operation.
A.25 LESSOR'S SUCCESSORS
The terms and provisions of this Lease and the conditions herein are
binding on the Lessor, and all heirs, executors, administrators,
successors, and assigns.
RETERMSH (v2.2, June 1999)
General Conditions to USPS Sub -Lease
The following is applicable if this agreement covers premises of net
interior space in excess of 6,500 square feet and involves construction
work over $2,000.00.
a, Minimum Wages
1. All mechanics and laborers employed in the contract work (other
than maintenance work of a recurring, routine nature necessary to
keep the building or space in condition to be continuously used at an
established capacity and efficiency for its intended purpose) must be
paid unconditionally, and not less than once a week, without
deduction or rebate (except for deductions permitted by the
Copeland Regulations (29 CFR Part 3)), the amounts due at the time
of payment computed at rates not less than the aggregate of the
basic hourly rates and rates of payments, contributions, or costs for
any fringe benefits contained in the wage- determination decision of
the Secretary of Labor, attached hereto, regardless of any
contractual relationship alleged to exist between the Lessor, or
subcontractor and these laborers and mechanics. A copy of the
wage - determination decision must be kept posted by the Lessor at
the site of the work in a prominent place where it can easily be seen
by the workers.
2. The Lessor may discharge its obligation under this clause to
workers in any classification for which the wage- determination
decision contains:
(a) Only a basic hourly rate of pay, by making payment at not
less than that rate, except as otherwise provided in the Copeland
Regulations (29 CFR Part 3); or
(b) Both a basic hourly rate of pay and fringe - benefit payments,
by paying in cash, by irrevocably contributing to a fund, plan, or
program for, or by assuming an enforceable commitment to bear
the cost of, bona fide fringe benefits contemplated by 40 U.S.C.
276a, or by a combination of these.
3. Contributions made, or costs assumed, on other than a weekly
basis (but not less often than quarterly) are considered as having
been constructively made for a weekly period. When a fringe benefit
Is expressed in a wage determination in any manner other than as
an hourly rate and the Lessor pays a cash equivalent or provides an
alternative fringe benefit, the Lessor must furnish information with
the Lessor's payrolls showing how the Lessor determined that the
cost Incurred to make the cash payment or to provide the alternative
fringe benefit is equal to the cost of the wage- determination fringe
benefits. When the Lessor provides a fringe benefit different from
that contained in the wage determination, the Lessor must show how
the hourly rate was arrived at. In the event of disagreement as to an
equivalent of any fringe benefit, the contracting officer must submit
the question, together with the contracting officer's recommendation,
to the Secretary of Labor for final determination.
4. If the contractor does not make payments to a trustee or other
third person, the contractor may consider as payment of wages the
costs reasonably anticipated in providing bona fide fringe benefits,
but only with the approval of the Secretary of Labor pursuant to a
written request by the Lessor, The Secretary of Labor may require
the Lessor to set aside assets in a separate account, to meet the
Lessor's obligations under any unfunded plan or program.
5. The contracting officer will require that any class of laborers or
mechanics not listed in the wage - determination but to be employed
under the contract will be classified in conformance with the wage -
determination and report the action taken to the Administrator of the
Wage and Hour Division, Employment Standards Administration,
A -6
UNI TED STATES
POSTAL SERVICE
U.S. Department of Labor, Washington, D.C, 20210 -0001, for
approval. The contracting officer will approve an additional
classification and wage rate and fringe benefits therefor only if:
(a) The work to be performed by the classification requested is
not performed by a classification in the wage- determination;
(b) The classification is utilized in the area by the construction
industry; and
(c) The proposed wage rate, including any bona fide fringe
benefits, bears a reasonable relationship to the wage rates
contained in the wage determination.
6. If the Lessor, the laborers or mechanics to be employed in the
classification or their representatives, and the contracting officer do
not agree on the proposed classification and wage rate and fringe
benefits therefor, the contracting officer must submit the question,
together with the views of the interested parties and the contracting
officer's recommendation, to the Wage and Hour Administrator for
final determination. The Administrator or authorized representative
will, within 30 days of receipt, approve, modify, or disapprove every
proposed additional classification action, or issue a final
determination if the parties disagree, and so advise the contracting
officer or advise that additional time is necessary. The final
approved wage rate (and fringe benefits if appropriate) must be paid
to all workers performing work in the classification under the contract
from the first day work is performed in the classification, The Lessor
will post a copy of the final determination of the conformance action
with the wage- determination determination at the site of the work.
(The Department of Labor information collection and reporting
requirements contained in subparagraph a.5 above and in this
subparagraph a.6 have been approved by the Office of Management
and Budget under OMB control number 1215 - 0140.)
b. Apprentices and Trainees
1. Apprentices may be permitted to work only when
(a) registered, individually, under a bona fide apprenticeship
program registered with a State apprenticeship agency
recognized by the Bureau of Apprenticeship and Training,
U.S. Department of Labor, or, if no such recognized agency
exists in a state, under a program registered with the
Bureau of Apprenticeship and Training; or
(b) if not Individually registered in the program, certified by the
Bureau of Apprenticeship and Training or state agency (as
appropriate) to be eligible for probationary employment as
an apprentice. Trainees may be permitted to work only if
Individually registered in a program approved by the
Employment and Training Administration, U.S. Department
of Labor.
2. The ratio of apprentices to journeymen or trainees to journeymen
in any craft classification must not be greater than that permitted for
the Lessor's entire work force under the registered apprenticeship or
trainee program. Apprentices and trainees must be paid at least the
applicable wage rates and fringe benefits specified in the approved
apprenticeship or trainee program for the particular apprentice's or
trainee's level of progress, expressed as a percentage of the
journeyman hourly rate specified in the applicable wage -
determination, If the apprenticeship or trainee program does not
specify fringe benefits, apprentices or trainees must be paid in the
full amount of fringe benefits listed on the wage- determination for the
applicable classification unless the Administrator of Wage and Hour
Division determines that a different practice prevails. Any employee
listed on a payroll at an apprentice or trainee wage rate not
registered, or performing work on the job site in excess of the ratio
permitted under the registered program, must be paid the wage rate
General Conditions to USPS Sub -Lease
on the wage determination for the classification of. work actually
performed.
3. If the Bureau of Apprenticeship and Training or State agency
recognized by the Bureau (as appropriate) withdraws approval of an
apprenticeship program, or if the Employment and Training
Administration withdraws approval of a trainee program, the
contractor will no longer be permitted to utilize apprentices or
trainees (as appropriate) at less than the applicable predetermined
rate for the work performed until an acceptable program is approved.
(See 29 CFR 5.16 for special provisions that apply to training plans
approved or recognized by the Department of Labor prior to August
20, 1975.)
4. The utilization of apprentices, trainees, and journeymen must be
In conformity with the equal employment opportunity requirements of
Executive Order 11246, as amended, and 29 CFR'Part 30.
c. Overtime Compensation
1. The Lessor may not require or permit any laborer or mechanic
employed on any work under this contract to work more than 40
hours in any workweek on work subject to the provisions of the
Contract Work Hours and Safety Standards Act (40 U.S.C. 327 -333),
unless the laborer or mechanic receives compensation at a rate not
less than one- and - one -half times the laborer's or mechanic's basic
rate of pay for all such hours worked in excess of 40 hours.
2. For violations of subparagraph a1 above, the Lessor is liable for
liquidated damages, which will be computed for each laborer or
mechanic at $10 for each day on which the employee was required
or permitted to work in violation of subparagraph c.1 above.
3. The contracting officer may withhold from the Lessor sums as
may administratively be determined necessary to satisfy any
liabilities of the Lessor for unpaid wages and liquidated damages
pursuant to subparagraph c.2 above.
d. Payroll and Other Records
1. For all laborers and mechanics employed in the work covered by
this clause, the Lessor must maintain payrolls and related basic
records and preserve them for a period of three years after contract
completion. The records must contain the name, address, and
social security number of each employee, the employee's correct
classification, rate of pay (including rates of contributions for, or
costs assumed to provide, fringe benefits), the daily and weekly
number of hours worked, deductions made, and actual wages paid.
Whenever the Lessor has obtained approval from the Secretary of
Labor to assume a commitment to bear the cost of fringe benefits
under subparagraph a.4 above, the Lessor must maintain records
showing the commitment and its approval, communication of the
plan or program to the employees affected, and the costs anticipated
or incurred under the plan or program. Lessors employing
apprentices or trainees under approved programs must maintain
written evidence of the registration of apprenticeship programs and
certification of trainee programs, the registration of the apprentices
and trainees, and the ratios and wage rates prescribed in the
applicable programs. (The Department of Labor information
collection and record keeping requirements in this subparagraph d.1
have been approved by the Office of Management and Budget under
OMB control numbers 1215 -0140 and 1215 - 0017).
2. The Lessor must submit weekly, for each week in which any
work covered by this clause is performed, a copy of all payrolls to the
contracting officer. The Lessor is responsible for the submission of
copies of payrolls of all subcontractors. The copy must be
accompanied by a statement signed by the Lessor indicating that the
payrolls are correct and complete, that the wage rates contained in
them are not less than those determined by the Secretary of Labor,
RETERMSH (v2.2, June 1999) A -7
UNITED STATES
POSTAL SERVICE
and that the classifications set forth for each laborer or mechanic
conform with the work the laborer or mechanic ' performed.
Submission of the Weekly Statement of Compliance (see 29 CFR
5.5(a)(3)(ii)) required under this agreement satisfies this requirement.
As required by this clause, the Lessor must submit a copy of any
approval by the Secretary of Labor. (The Department of Labor
information collection and reporting requirements in this
subparagraph d.2 have been approved by the Office of Management
and Budget under OMB control number 1215 - 0149,)
3. The Lessor's records required under this clause must be
available for Inspection by authorized representatives of the
contracting officer and the Department of Labor, and the Lessor
must permit the representative to interview employees during
working hours on the job.
4. The Lessor must comply with the Copeland Regulations of the
Secretary of Labor (29 CFR Part 3), which are hereby incorporated in
this contract by reference.
e. Withholding of Funds. The contracting officer may withhold from the
Lessor under this or any other contract with the Lessor so much of the
accrued payments or advances as is considered necessary to pay all
laborers and mechanics the full amount of wages required by this
contract or any other contract subject to the Davis -Bacon prevailing
wage requirements that'is held by the Lessor.
f. Subcontracts
1. If the Lessor or any subcontractor fails to pay any laborer or
mechanic employed on the site of the work any of the wages
required by the contract, the contracting officer may, after
written notice to the lessor, suspend further payments or
advances to the lessor until violations have ceased.
2. The lessor agrees to insert this clause, including this paragraph
f, in all subcontracts hereunder. The term "lessor" as used in
this clause in any subcontract, is deemed to refer to the lower -
tier subcontractor.
g. Compliance with Davis -Bacon and Related Acts Requirements. All
rulings and interpretations of the Davis -Bacon Act and related acts
contained in 29 CFR Parts 1, 3, and 5 are hereby incorporated by
reference in this contract.
h. Certification of Eligibility
1. By entering into this contract, the lessor certifies that neither it
or any person or firm having an interest in the lessor is ineligible
to be awarded contracts by virtue of section 3(a) of the Davis -
Bacon Act or 29 CFR 5.12(a)(1).
2, No part of this contract will be subcontracted to any person or
firm ineligible for contract award by virtue of section 3(a) of the
Davis -Bacon Act or 29 CFR 5.12(a)(1).
3. The penalty for making false statements is prescribed in the
U.S. Criminal Code, 18 U.S.C. 1001.
i. Contract Termination and Debarment. A breach of this Davis -
Bacon Act clause may be grounds for termination of the contract
and debarment as a contractor and subcontractor as provided in 29
CFR 5,12.
j. Disputes Concerning Labor Standards. Disputes arising out of the
labor standards provisions of this contract are not subject to the
Claims and Disputes clause, They will be resolved in accordance
with the procedures of the Department of Labor set forth in 29 CFR
Parts 5, 6, and 7. Disputes within the meaning of this clause
include disputes between the lessor (or any of Its subcontractors)
General Conditions to USPS Sub -Lease
and the Postal Service, the U,S. Department of Labor, or the
employees or their representatives.
A.28 BANKRUPTCY
In the event the Lessor enters into proceedings relating to bankruptcy,
whether voluntary or involuntary, the Lessor will furnish, by certified mall,
written notification of the bankruptcy to the contracting officer responsible
for administering the contract. The notification must be furnished within
five days of the initiation of the bankruptcy proceedings. The notification
must include the date on which the bankruptcy petition was filed, the
court in which the petition was filed, and a list of Postal Service contracts
and contracting officers for all Postal Service contracts for which final
payment has not yet been made. This obligation remains in effect until
final payment under this contract.
mr-M anon tvz,z, June iaaa) A -8
)P FICE OF THE TOWN CLERK
.MGR ! � -, . //.3
IHH_ _
PARKING LOT LEASE ORD
Lot Lease "Lease" REC
g ("Lease") is entered into this 28th ay, e
IV This Parkin
"Effective Date ") by and between Verizon California Inc. ( "Landl,
( "Tenant ").
1. Lease: Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, for the term, at the rental, and upon all of the conditions set forth herein, the property
located at 15 Montebello Way, Los Gatos, California (the "Premises "), as more specifically
shown on Exhibit "A" attached hereto. Notwithstanding anything contained herein to the
contrary, Landlord reserves for its use and for the use of its assignees, the parking area shown on
Exhibit "B" attached hereto and incorporated herein by this reference (the "Landlord's Parking
Area ") and the Premises shall not include Landlord's Parking Area. Landlord shall have u'se of
and access to Landlord's Parking Area twenty -four hours a day, seven days a week. The
Premises and Landlord's Parking Area shall be collectively referred to herein as the "Property."
2. Rent.
(a) Initial Term. On the first day of each month, Tenant shall pay Landlord,
as rent for the rights and privileges granted in the Lease, the following amount ( "Base Rent "):
Lease Years 1 through 5:
$4,345.84 per month
Lease Years 6 through 10:
$4,997.71 per month
Lease Years 11 through 15:
$5,747.36 per month.
All costs and expenses which Tenant assumes, agrees or is obligated to pay to Landlord under
this Lease shall be deemed additional rent (which, together with the Base Rent is sometimes
referred to as the "Rent "). Rent shall be payable in lawful money of the United States to
Landlord at the address stated in the Paragraph 16 hereof, or to such other persons or at such
other places as Landlord may designate in writing.
(b) Administrative Fee. Upon mutual execution of this Lease, Tenant shall
pay Landlord an administrative reimbursement fee equal to Six Thousand Dollars ($6,000.00).
(c) Utilities. Throughout the Term, Tenant shall pay directly for all utilities
and services supplied to the Premises, including but not limited to water, gas, electricity,
telephone, security and cleaning of the Premises, together with any taxes thereon.
(d) Payment of Taxes. The real property taxes applicable to the Premises
shall be paid by Landlord to the taxing authority. Tenant shall pay prior to delinquency all taxes
assessed against and levied upon Tenant's fixtures, furnishings and all personal property of
Tenant contained on the Premises.
(e) Late Payment Penalties: If Tenant fails to make timely payment of any
sum it is obligated to pay to Landlord in accordance with the terms and conditions of this Lease,
Landlord, at its option and after fifteen (15) days' prior written notice to Tenant, may forthwith
terminate this Lease and all rights of Tenant hereunder. Any late payment of the Rent will result
01107/0153 60606.4
ATTACHMENT 3
in additional administrative and processing costs being incurred by Landlord, the exact amount
of which would be extremely difficult to determine, and it is agreed that with respect thereto a
late fee of ten percent (10 %) of the overdue amount is a reasonable estimate thereof and will be
payable by Tenant with regard to any Rent not paid after fifteen (15) days' prior written notice to
Tenant that such amount is overdue. Additionally, Tenant shall pay Landlord interest at the
lower of the highest rate permitted by law or eighteen percent (18 %) per annum on the amount of
any Rent or any other amounts not paid by Tenant, when due, from the date due and payable.
Tenant shall also pay Landlord such interest on the amount of any payment made, and on the
amount of any expenses including reasonable attorneys' fees, incurred by Landlord in
connection with the taking of any action to cure any default by Tenant, from the date of making
any such payment or the advancement of such expenses by Landlord. Notwithstanding anything
contained herein to the contrary, in no event shall Landlord be entitled to terminate this Lease for
Tenant's non - payment of Rent the first time any such payment is late in any twelve (12) month
period so long as Tenant pays such Rent within thirty (30) days of receipt of written notice from
Landlord that such Rent is overdue.
3. Term.
(a) Initial Term. The term of this Lease (the "Term ") shall commence on
the date that occurs sixty (60) days after notice from Tenant to Landlord that Tenant is prepared
to commence construction of the Tenant Improvements (as defined in Paragraph 4 below), but in
no event shall the Lease Term commence on a date later than December 1, 2002 (the
"Commencement Date "). The Lease shall terminate on that date that occurs fifteen years after
the Commencement Date (the "Termination Date "), unless sooner terminated pursuant to any
provision hereof, and subject to the terms of Paragraph 3(b) below.
(b) Extension Option. Notwithstanding anything contained in Paragraph 3(a)
to the contrary, Tenant shall have one option to extend the Term for a period of five years. No
later than three months prior to the Termination Date, Tenant shall give Landlord written notice
that it is exercising its option to extend the Lease Term. The Rent for the Extension Option shall
be equal to the fair market rent for comparable space in the Town of Los Gatos, California.
(c) Termination Option. Either party may elect to terminate this Lease
effective anytime after the sixtieth (60 month of the Term by providing no less than one
hundred and eighty (180) days prior written notice to the other party.
4. Tenant Improvements. At Tenant's sole cost and expense, on the
Commencement Date, Tenant shall commence construction of new parking improvements on the
Property in accordance with the terms and conditions of this Lease and per the diagram attached
hereto as Exhibit "B" and incorporated herein by this reference (the "Tenant Improvements ").
The Tenant Improvements being constructed on Landlord's Parking Area shall be completed by
Tenant no later than two (2) months after the Commencement Date. The Tenant Improvements
being constructed on the Premises shall be completed no later than six (6) months after the
Commencement Date.
01107/0153 60606.4 3
(a) Procedures for Improvements. Tenant shall construct and build out the
new parking improvements on the Property at its sole cost and expense. Tenant shall conduct its
own bidding process and shall use its selected construction manager, general contractor, and
subcontractors to coordinate and manage the demolition and construction process. Landlord
shall have no obligations to perform any work or provide any services in the construction of the
Tenant Improvements. Tenant's construction shall be made (a) in accordance with plans and
specifications prepared by Tenant and approved in writing by Landlord in accordance with
Paragraph 4(b) below; (b) in a diligent and good, workmanlike matter, with all new materials;
and, (c) in accordance with all applicable laws, rules, regulations, ordinances, directives,
covenants, easements, zoning and land use regulations, and restrictions of record, permits,
building codes, and the requirements of any applicable fire insurance underwriter or rating
bureau, now in effect or which may hereafter come into effect (including, without limitation, the
Americans .with Disabilities Act and laws regulating Hazardous Materials) (collectively
"Laws "). At a minimum, Tenant's plans and specifications must include the criteria set forth on
Exhibit "C," attached hereto and incorporated herein by this reference.
(b) Plans and Specifications. Prior to commencing the construction of the
Tenant Improvements, Tenant shall submit to Landlord for approval copies of the Tenant's plans
and specifications for such Tenant Improvements. Landlord shall review the plans and
specifications within twenty (20) days after receipt from Tenant and shall either (a) advise
Tenant of its approval, or (b) advise Tenant of its disapproval specifying the required changes or
modifications to the plans and specifications. Landlord shall not unreasonably withhold its
approval. Tenant shall make any changes or modifications reasonably required by Landlord and
submit the modified plans and specifications to Landlord for approval. Landlord's approval of
the plans and specifications shall be evidenced by Landlord's initials on each page of the final
plans and specifications. No modifications or revisions to the plans and specifications, except
changes or modifications required by an authorized public official to bring the Tenant
Improvements in compliance with applicable Laws, shall be made without Landlord's prior
written approval. Landlord's approval of the plans and specifications shall not (a) be deemed or
construed as its approval of engineering design or integrity; or (b) create any responsibility or
liability on the part of the Landlord for their completeness, design sufficiency or compliance
with all Laws or this Lease.
(c) Ownership of Tenant Improvements. Upon completion of the Tenant
Improvements, ownership of such Tenant Improvements shall pass to Landlord without any lien
of any kind. Tenant shall execute any and all documents reasonably requested by Landlord to
confirm Landlord's ownership of such Tenant Improvements.
(d) Liens. Tenant shall not allow on or permit to be enforced against the
Property or Tenant Improvements or any part thereof any mechanic's, materialmen's,
contractor's or subcontractor's liens arising from any work of construction, repair, restoration,
replacement or improvement on the Property, including the initial making of the Tenant
Improvements. Tenant shall pay or cause to be paid all such liens, claims or demands before any
action is brought to enforce them against the Property. Tenant agrees to indemnify and hold
Landlord and the Property free and harmless from all liability for all such liens, claims and
01107/0153 60606.4 4
demands, together with reasonable attorneys' fees and costs, incurred by Landlord in negotiating,
settling, defending, and otherwise protecting against such liens, claims, and demands.
.(e) Temporary At all time periods during the construction of the
new parking improvements on the Property, Tenant shall provide Landlord with no less than
eleven (1 1) reserved parking spaces on the Property in a location that is safe from construction
debris and damage.
5. Compliance with Law. Tenant shall, at Tenant's sole expense, comply promptly
with all federal, state and local statutes, ordinances, rules, regulations, orders, and requirements,
as well as all covenants and restrictions of record in effect during the Term, including any
restrictions imposed by any governmental agency having jurisdiction over the Property and any
recorded covenants, conditions, and restrictions or easements regulating the use or occupancy by
Tenant, or any other party, of the Premises or the Tenant Improvements, or the undertaking of
any Tenant Improvements (collectively, the "Laws ").
6. Condition of the Premises/Maintenance. The Premises are being delivered to
Tenant in their current, "AS IS" condition without representation or warranty of any kind by
Landlord or any agent or employee of Landlord. Throughout the Term of this Lease, Tenant
shall maintain the Premises, including every part thereof, and all building systems servicing the
Premises in good order, condition and repair and in compliance with all Laws.
7. Rights Non - Transferable. This Lease and the rights granted herein are personal
to Tenant and Tenant shall not assign, convey, or otherwise transfer said Lease or any of the
rights granted herein in any manner whatsoever without Landlord's prior written consent. Any
attempt by Tenant to do so shall be null and void and, at Landlord's election, shall constitute a
material default hereunder.
8. Tenant Indemnification. Except to the extent such claims arise out of
Landlord's gross negligence or intentional misconduct, Tenant shall indemnify, defend and hold
harmless Landlord and its parent, subsidiaries, affiliates and each of their respective directors,
officers, agents, servants and employees (the "Landlord Parties ") from and against any and all
claims arising from or in connection with (a) the Premises or of any business therein or any work
or thing whatsoever done, or any condition created in, on or about the Premises during the Term
or during the period of time, if any, prior to the Commencement Date that Tenant may have been
given access to the Premises; (b) any act, omission or negligence of Tenant or any of its agents,
employees or invitees or its or their partners, joint venturers, directors, officers, agents,
employees or contractors; (c) any accident, injury or damage occurring in the Premises; and (d)
any breach or default by Tenant in the full and prompt payment and performance of Tenant's
obligations under this Lease. Tenant's obligation to indemnify shall also include all costs,
expenses and liabilities incurred in or in connection with each such claim or action or proceeding
brought thereon, including without limitation, all attorney's fees, expert fees and expenses. In
case any action or proceeding is brought against the Landlord Parties or any of them by reason of
such claim, Tenant upon notice from Landlord shall resist and defend such action or proceeding
by counsel reasonably satisfactory to Landlord.
01107/0153 60606.4 5
9. Release. Except in the event of Landlord's gross negligence or intentional
misconduct, Landlord and the Landlord Parties shall not be liable to or responsible for, and
Tenant hereby releases Landlord and the Landlord Parties from all liability and responsibility to
Tenant and any person claiming by, through or under Tenant, by way of subrogation, for any
injury, loss or damage to any person or property in the Premises or to Tenant's business
irrespective of the cause of such injury, loss or damage. Nothing herein shall be construed to
impose any other or greater liability upon Landlord than would have existed in the absence of
this provision.
10. Hazardous Materials.
(a) Reportable Uses Require Consent. The term "Hazardous Material" as
used in this Lease shall mean any product, substance, chemical, material or waste whose
presence, nature, quantity or intensity of existence, use, manufacture, disposal, transportation,
spill, release or effect, either by itself or in combination with other materials present on or
expected to be on the Premises, is: (i) potentially injurious to the public health, safety or welfare,
the environment, or the Premises; (ii) regulated or monitored by any governmental authority; or
(iii) a basis for potential liability of Landlord to any governmental agency or third party under
any applicable statute or common law theory. Hazardous Material shall include, but not be
limited to; hydrocarbons, petroleum, gasoline, asbestos, crude oil or any products or by- products
thereof.
(b) Environmental Indemnitees. Landlord agrees to indemnify, defend and
hold Tenant harmless from and against any and all claims, judgments, damages, penalties, fines,
costs, liabilities or losses (including, without limitation, diminution in value of the Premises, and
sums paid in settlement of claims, reasonable attorneys' fees, consultant fees and expert fees)
(collectively, "Claims ") that arise as a result of the presence of any Hazardous Material in, on,
under or about the Premises to the extent that such Claims result from the presence of any
Hazardous Material that was introduced onto the Premises by Landlord. Tenant agrees to
indemnify, defend and hold Landlord harmless from and against any and all Claims which arise
as a result of the presence of any Hazardous Material in, on, or under or about the Premises to
the extent that such Claims result from the presence of any Hazardous Material that was
introduced onto the Premises by Tenant or during the Term of this Lease. The parties agree that
this Paragraph shall survive the termination of this Lease.
11. Insurance.
(a) Liability Insurance. Tenant shall obtain and keep in force during the
Term of this Lease a Commercial General Liability policy of insurance protecting Tenant,
Landlord and any Lender(s) whose names have been provided to Tenant in writing (as additional
insureds) against claims for bodily injury, personal injury and property damage based upon,
involving or arising out of the ownership, use, occupancy or maintenance of the Premises and all
areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit
coverage in an amount not less than $2,000,000 per occurrence. The policy shall not contain any
intra- insured exclusions as between insured persons or organizations, but shall include coverage
for liability assumed under this Lease as an "Insured Contract" for the performance of Tenant's
indemnity obligations under this Lease. The limits of said insurance required by this Lease or as
01107/0153 60606.4 6
carried by Tenant shall not, however, limit the liability of Tenant nor relieve Tenant of any
obligation hereunder.
(b) Property Insurance. Tenant shall obtain and keep in force during the
Term of this Lease a policy or policies in the name of Tenant, with loss payable to Landlord,
insuring against loss or damage to the structures, including, but not limited to, the Tenant
Improvements, on the Property. Such insurance shall be for the full replacement cost, as the
same shall exist from time to time. Tenant's policy or policies shall insure against all risks of
direct physical loss or damage (except the perils of flood and earthquake unless included in the
Base Premium), including coverage for any additional costs resulting from debris removal and
reasonable amounts of coverage for the enforcement of any ordinance or law regulating the
reconstruction or replacement of any undamaged sections of any structure required to be
demolished or removed by reason of the enforcement of any building, zoning, safety or land use
laws as the result of a covered loss, but not including plate glass insurance. Said policy or
policies shall also contain an agreed valuation provision in lieu of any co- insurance clause,
waiver of subrogation, and inflation guard protection causing an increase in the annual property
insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor
Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are
located.
(c) Insurance Policies. Insurance required hereunder shall be in companies
duly licensed to transact business in the state where the Premises are located, and maintaining
during the policy term a "General Policyholders Rating" of at least B +, V, as set forth in the most
current issue of `Best's Insurance Guide.' Tenant shall not do or permit to be done anything
which shall invalidate the insurance policies referred to in this Paragraph. Tenant shall cause to
be delivered to Landlord, within thirty (30) days after the Commencement Date, certificates
evidencing the existence and amounts of, the insurance required under Paragraph. No later than
(30) days after the expiration of the policies, Tenant shall furnish Landlord with evidence of
renewals, or Landlord may order such insurance and charge the cost thereof to Tenant, which
amount shall be payable by Tenant to Landlord upon demand. Notwithstanding anything
contained herein to the contrary, Tenant shall be permitted to provide the insurance coverage
required in this Lease via a self - insurance pool of municipalities (the "ABAG Plan") so long as
the ABAG Plan has a net worth equal to or greater than $10,000,000.
(d) Waiver of Subrogation. Without affecting any other rights or remedies,
Tenant and Landlord each hereby release and relieve the other, and waive their entire right to
recover damages (whether in contract or in tort) against the other, for loss or damage to their
property arising out of or incident to the perils required to be insured against under Paragraph.
The effect of such releases and waivers of the right to recover damages shall not be limited by
the amount of insurance carried or required or by any deductibles applicable thereto. Landlord
and Tenant agree to have their respective insurance companies issuing property damage
insurance waive any right to subrogation that such companies may have against Landlord or
Tenant, as the case may be, so long as the insurance is not invalidated thereby.
01107/0153 60606.4 7
12. Interruption of Use: Except in the event of Landlord's gross negligence or
intentional misconduct, Landlord shall not be liable to Tenant for any interruption of Tenant's
use of the rights granted hereunder resulting from any cause.
13. Default and Remedies.
(a) Default. The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant:
(1) If Tenant abandons or vacates the Premises; or
(2) If Tenant fails to pay any Rent or any other charges required to be
paid by Tenant under this Lease and such failure continues for ten (10) days after such payment
is due and payable; or
(3) If Tenant fails to promptly and fully perform any other covenant,
condition or agreement contained in this Lease and such failure continues for thirty (30) days
after written notice thereof from Landlord to Tenant; or
(4) If a writ of attachment or execution is levied on this Lease or on
any of Tenant's property; or
(5) If Tenant makes a general assignment for the benefit of creditors,
or provides for an arrangement, composition, extension or adjustment with its creditors; or
(6) If Tenant files a voluntary petition for relief or if a petition against
Tenant in a proceeding under the federal bankruptcy laws or other insolvency laws is filed and
not withdrawn or dismissed within forty-five (45) days thereafter, or if under the provisions of
any law providing for reorganization or winding up of corporations, any court of competent
jurisdiction assumes jurisdiction, custody or control of Tenant or any substantial part of its
property and such jurisdiction, custody or control remains in force unrelinquished, unstayed or
unterminated for a period of forty -five (45) days; or
(7) If in any proceeding or action in which Tenant is a party, a trustee,
receiver, agent or custodian is appointed to take charge of the Premises or Tenant's property (or
has the authority to do so) for the purpose of enforcing a lien against the Premises or Tenant's
property.
Any written notice of default based upon Tenant's failure to pay Rent or any other charges under
the Lease which is given by Landlord pursuant to this Paragraph shall also constitute a notice to
pay rent or quit pursuant to any applicable unlawful detainer statute, provided that such notice is
served in accordance with the provisions of any such statute.
(b) Remedies. In the event of Tenant's default hereunder, then in addition to any
other rights or remedies Landlord may have under any law, Landlord shall have the right, at
Landlord's option, without further notice or demand of any kind to do the following:
01107/0153 60606.4
V
(1) Terminate this Lease and Tenant's right to possession of the
Premises and reenter the Premises and take possession thereof, and Tenant shall have no further
claim to the Premises or under this Lease; or
(2) Continue this Lease in effect, reenter and occupy the Premises for
the account of Tenant, and collect any unpaid Rent or other charges which have or thereafter
become due and payable; or
(3) Reenter the Premises under the provisions of subparagraph 2, and
thereafter elect to terminate this Lease and Tenant's right to possession of the Premises.
If Landlord.reenters the Premises under the provisions of subparagraphs 2 or 3 above, Landlord
shall not be deemed to have terminated this Lease or the obligation of Tenant to pay any Rent or
other charges thereafter accruing, unless Landlord notifies Tenant in writing of Landlord's
election to terminate this Lease. In the event of any reentry or retaking of possession by
Landlord, Landlord shall have the right, but not the obligation, to remove all or any part of
Tenant's property in the Premises and to place such property in storage at a public warehouse at
the expense and risk of Tenant. If Landlord elects to relet the Premises for the account of
Tenant, the rent received by Landlord from such reletting shall be applied as follows: first, to the
payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to
the payment of any costs of such reletting; third, to the payment of the cost of any alterations or
repairs to the Premises; fourth to the payment of Rent due and unpaid hereunder; and the
balance, if any, shall be held by Landlord and applied in payment of future Rent as it becomes
due. If-that portion of rent received from the reletting which is applied against the Rent due
hereunder is less than the amount of the Rent due, Tenant shall also pay to Landlord, as soon as
determined, any costs and expenses incurred by Landlord in connection with such reletting or in
making alterations and repairs to the Premises, which are not covered by the rent received from
the reletting.
Should Landlord elect to terminate this Lease under the provisions of subparagraph 1 or 3 above,
Landlord may recover as damages from Tenant the following:
(1) Past Rent. The worth at the time of the award of any unpaid Rent
which had been earned at the time of termination; plus
(2) Rent Prior to Award. The worth at the time of the award of the
amount by which the unpaid Rent which would have been earned after termination until the time
of award exceeds the amount of such rental loss that Tenant proves could have been reasonably
avoided; plus
(3) Rent After Award. The worth at the time of the award of the
amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the
amount of the rental loss that Tenant proves could be reasonably avoided; plus
01107/0153 60606.4 9
(4) Proximately Caused Damages. Any other amount necessary to
compensate Landlord for all detriment proximately caused by Tenant's failure to perform its
obligations under this Lease or which in the ordinary course of things would be likely to result
therefrom, including, but not limited to, any costs or expenses (including attorneys' fees),
incurred by Landlord in (a) retaking possession of the Premises, (b) maintaining the Premises
after Tenant's default, (c) preparing the Premises for reletting to a new tenant, including any
repairs or alterations, and (d) reletting the Premises, including broker's commissions.
"The worth at the time of the award" as used in subparagraphs (1) and (2) above, is to be
computed by allowing interest at the rate of ten percent (10 %) per annum. "The worth at the
time of the award" as used in subparagraph (3) above, is to be computed by discounting the
amount at the discount rate of the Federal Reserve Bank situated nearest to the Premises at the
time of the award plus one percent (M).
The waiver by Landlord of any breach of any term, covenant or condition of this Lease shall not
be deemed a waiver of such term, covenant or condition or of any subsequent breach of the same
or any other term, covenant or condition. Acceptance of Rent by Landlord subsequent to any
breach hereof shall not be deemed a waiver of any preceding breach other than the failure to pay
the particular Rent so accepted, regardless of Landlord's knowledge of any breach at the time of
such acceptance of Rent. Landlord shall not be deemed to have waived any term, covenant or
condition unless Landlord gives Tenant written notice of such waiver. No remedy or election
hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law .or in equity.
14. Signage. Tenant may install signage on the Premises, at its sole costs and
expense, subject to Landlord's prior written approval (not to be unreasonably withheld) of the
drawings, plans and specifications for such signage. Notwithstanding the foregoing to the
contrary, Tenant shall only be entitled to install signage on the Premises that complies with all
Laws.
15. Real Estate Brokers. The following brokerage relationship exists in this
transaction and is approved by the parties: Cushman & Wakefield of California represents
Landlord exclusively ( "Landlord's Broker "). Upon complete execution of this Lease by the
parties, Landlord shall pay Tenant's Broker a commission based upon a separate agreement
between Landlord's Broker and Landlord for brokerage services rendered by Landlord's Broker
in connection with this transaction. Tenant and Landlord each represent and warrant to the other
that it has had no dealings with any person, firm, broker or finder other than the Landlord's
Broker in connection with the negotiation of this Lease and the consummation of the transaction
contemplated hereby, and that no broker or other person, firm or entity other than the Landlord's
Broker is entitled to any commission or finder's fee in connection with said transaction. Tenant
and Landlord do each hereby agree to indemnify, protect, defend and hold the other harmless
from and against liability for compensation or charges which may be claimed by any such
unnamed broker, finder or other similar party by reason of any dealings or actions of the
indemnifying party, including any costs, expenses, and attorneys' fees reasonably incurred with
respect thereto.
01107/0153 60606.4 10
16. Notices. All notices required or permitted by this Agreement shall be in writing -
and may be delivered in person (by hand or by messenger or courier service) or may be sent by
regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or
by facsimile transmission during normal business hours, and shall be deemed sufficiently given
if served in a manner specified in this Paragraph. The following address shall be used for notices
to Landlord: Verizon California Inc., c/o Corporate Real Estate, 112 Lakeview Canyon,
Mailcode: CA500CW, Thousand Oaks, CA 91362. The following address shall be used for
notices to Tenant: Town Manager, 1 10 E. Main Street, P.O. Box 949, Los Gatos, CA 95031.
Any notice sent by registered or certified mail, return receipt requested, shall be deemed given
on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark
thereon. If sent by regular mail, the notice shall be deemed given forty -eight (48) hours after the
same is addressed as required herein and mailed with postage prepaid. Notices delivered by
United States Express Mail or overnight courier that guarantees next day delivery shall be
deemed given twenty -four (24) hours after delivery of the same to the United States Postal
Service or courier. If any notice is transmitted by facsimile transmission or similar means, the
same shall be deemed served or delivered upon telephone or facsimile confirmation of receipt of
the transmission thereof, provided a copy is also delivered via delivery or mail. If notice is
received on a Saturday or a Sunday or a legal holiday, it shall be deemed received on the next
business day
17. No Right To Holdover. Tenant has no right to retain possession of the Premises
or any part thereof beyond the expiration or earlier termination of this Lease unless the parties
are negotiating a new lease or lease extension in good faith. In the event that the parties are not
in the process of negotiating a new lease or lease extension in good faith, Tenant holds over in
violation of this Paragraph 17 then the Base Rent then in effect payable from and after the time
of the expiration or earlier termination of this Lease shall be increased to two hundred percent
(200 %) of the Base Rent applicable during the month immediately preceding such expiration or
earlier termination.
18. Attorneys' Fees. If any party brings an action or proceeding to enforce the terms
hereof or declare rights hereunder, the Prevailing Party in any such proceeding, action, or appeal
thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same
suit or recovered in a separate suit, whether or not such action or proceeding is pursued to
decision or judgment. The term "Prevailing Party" shall include, without limitation, a party
who substantially obtains or defeats the relief sought, as the case may be, whether by
compromise, settlement, judgment, or the abandonment by the other party of its claim or defense.
The attorneys' fee award shall not be computed in accordance with any court fee schedule, but
shall be such as to fully reimburse all attorneys' fees reasonably incurred.
19. PUC Approval. Notwithstanding anything to the contrary contained in the
Lease, the Lease shall not commence until and shall be contingent upon obtaining final approval
of the Lease by the California Public Utilities Commission ( "PUC ") on terms acceptable to
Landlord in Landlord's sole discretion ( "PUC Approval "). Until such time, if any, that the PUC
Approval is obtained, the Lease shall not be deemed to grant, demise, transfer or otherwise
convey to Tenant any right, title or interest whatsoever to any portion of the Premises.
01107/0153 60606.4 11
20. Interpretation and Modification. Any conflict between the printed provisions
of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten
or handwritten provisions. Preparation of this Lease by either Landlord or Tenant or Landlord's
agent or Tenant's agent and submission of same to Tenant or Landlord shall not be deemed an
offer to lease. This Lease is not intended to be binding until executed and delivered by all parties
hereto. This Lease may be modified only in writing, signed by the parties in interest at the time
of the modification. This Lease was drafted by both parties to the transaction; therefore, neither
party shall be construed as the drafter or author of this Lease for purposes of interpreting any
provision hereof. Except as otherwise expressly provided herein, if more than one person or
entity is named herein as either Landlord or Tenant, the obligations of such multiple parties shall
be the joint and several responsibility of all persons or entities named herein as such Landlord or
Tenant. The captions, headings and titles in this Lease are solely for convenience of reference
and shall not affect its interpretation. The invalidity of any provision of this Agreement, as'
determined by a court of competent jurisdiction, shall in no way affect the validity of any other
provision hereof.
21. Authority. It any signatory hereto is a corporation, trust, general or limited
partnership or other legal entity, each individual executing this Lease on behalf of such entity
represents and warrants that he or she is duly authorized to execute and deliver this Lease on its
behalf.
22. Binding Effect; Choice of Law. This Lease shall be binding upon the parties,
their personal representatives, successors and assigns and be governed by the laws of the State of
California. Any litigation between the parties hereto concerning this Lease shall be initiated in
the county in which the Premises are located and be governed by the laws of the State of
California.
23. Entire Agreement. This Lease, together with its exhibits, contains all
agreements of the parties to this Lease and supersedes any previous negotiations. There have
been no representations made by either party or understandings made between the parties other
than those set forth in this Lease and its exhibits. This Lease may not be modified except by a
written instrument duly executed by the parties to this Lease.
LANDLORD:
By:
Michael J. Baumann
TITLE: Director -Real Estate Portfolio Management
IC
TIT
Before executing this docum
review (�,�ctl�
TENANT:
By:
TITLE:
By:
TITLE:
APPROVED AS TO FORM
01107/015360606.4 T GOULD 3G ll 12
By: Date:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
of , 2W
LANDLORD:
VERIZON CALIFORNIA, INC., by:
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TENANT:
TOWN OF Los GATOS, by:
Debra J. 'go e, Town Manager
Title:
S
Title:
Business Address
REC MMENDED BY:
arty V . odd, Chief of Police
APPROVED AS TO FORM:
�) f ) x
P. Korb, Town Attorney
ATTEST: / / /C� Z
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Ma6an'v'.'Cosfov Town Clerk
Town of Los Gatos
CNNyFiles\Carol F116Contract signature page.wpd
EXHIBIT A
THE PREMISES
See attached.
01107/0153 60606,4
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EXHIBIT B
DIAGRAM OF NEW PARKING IMPROVEMENTS TO BE
CONSTRUCTED BY TENANT
See attached.
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EXHIBIT C
MINIMUM CRITERIA FOR NEW PARKING IMPROVEMENTS
As shown on Exhibit A, Landlord's Parking Area shall, at a minimum, consist of the
following: (a) two (2) fifteen foot oversized parking spaces; (b) one (1) ADA compliant
parking space; (c) eight (8) standard ten foot parking spaces; (d) a loading zone; and (e)
an area for a trash dumpster.
2. Tenant shall construct a six -foot (6') high fence enclosing Landlord's Parking Area.
Tenant shall construct two gates to provide ingress / egress to Landlord's Parking Area,
consisting of, at a minimum:
A. One 6 -foot high "Roller Gate" and
B. One motorized 6 -foot high and 15 -foot wide main gate on Montebello Way.
4. Tenant shall install a vehicle detector on or near the interior portion of the main gate
located on Montebello Way for exiting vehicles.
5. Tenant shall install a card reader on or near the exterior portion of the main gate located
on Montebello Way to allow admission of vehicles entering the parking area.
6. Tenant shall install (a) a 5 -foot "Pedestrian Gate" will be installed on Montebello Way;
and (b) a 24 -foot "New Gate" to limit access to the Ramp to Lower Level.
7. Tenant shall relocate the existing Verizon telephone /card reader currently located at the
front entrance of the Verizon -owned building to an area near the Pedestrian Gate on
Montebello way.
8. Tenant shall install and maintain, at Tenant's sole cost and expense, new landscaping and
irrigation systems for the Premises.
9. Tenant shall install and maintain, at Tenant's sole cost and expense, all necessary and
required lighting associated with the Premises.
01107/0153 60606.4
•�0 N pF
!ps G A 5 COUNCIL AGENDA REPORT
DATE: October 17, 2006
MEETING DATE: 11/6/06
ITEM NO: 5
TO: MAYOR AND TOWN COUNCIL
FROM: DEBRA J. FIGONE, TOWN MANAGER
SUBJECT: ADOPT RESOLUTION AUTHORIZING THE TOWN MANAGER TO
EXECUTE THE SECOND AMENDMENT TO THE AGREEMENT FOR
PARKING LOT LEASE BETWEEN THE TOWN OF LOS GATOS AND
VERIZON CALIFORNIA INC. TO:
A. ALLOW VERIZON CALIFORNIA, INC'S PARKING AREA (AS
DEFINED IN THE ORIGINAL LEASE AND DEPICTED ON EXHIBITS A
AND B ATTACHED TO THE ORIGINAL LEASE) TO BE MODIFIED TO
INCLUDE SEVEN (7) ADDITIONAL PARKING SPACES (REDUCING
THE NUMBER OF SPACES AVAILABLE FOR PUBLIC PARKING BY
7), AS WELL AS THE DRIVEWAY CONNECTING THE LOWER AND
UPPER PARKING LOTS.
B. ALLOW VERIZON CALIFORNIA, INC. TO CONSTRUCT TWO (2) NEW
GATES, ONE AT THE ENTRANCE TO THEIR PARKING AREA AND
ONE AT THE EXIT TO THEIR PARKING AREA.
RECOMMENDATION
Authorize the Town Manager to negotiate and execute the second amendment of the Parking Lot
Lease between the Town of Los Gatos and Verizon California, Inc. to:
1. Allow Verizon California, Ines, parking area (as defined in the original lease and
depicted on exhibits A and B attached to the original lease) to be modified to include
seven (7) additional parking spaces (reducing the number of spaces available for public
parking by 7), as well as the driveway connecting the lower and upper parking lots.
2. Allow Verizon California, Inc. to construct two (2) new gates, one at the entrance to their
parking area and one at the exit to their parking area.
PREPARED BY
SCOTT R. SEAMAN �• sF���
Chief of Police
Reviewed by: -f-$�Assistant Town Manager Town Attorney
Clerk Administrator Finance Community Development
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: VERIZON PARKING LOT LEASE
November 3, 2006
On June 17, 2002, Council adopted a resolution authorizing the Town Manager to execute a 15
year lease agreement with Verizon California, Inc., for the use of their parking lot located at 15
Montebello Way. The Town currently uses this lot for public all day parking. The agreement
allowed a small number of parking spaces to be reserved for Verizon's exclusive use within a
designated boundary near the Montebello entrance to the lot.
Due to the fact that Verizon recently added new employees to their facility at that location, they
contacted the Town, requesting that the Town release 7 spaces back to Verizon for their
exclusive use. These 7 spaces are located adjacent to Park Avenue, and are separate from the
main parking lot. Verizon proposes to prorate the price of the 7 spaces, which would reduce the
amount of monthly rent the Town currently pays for the lot. Verizon intends to separate those 7
spaces from the rest of the public lot with gates, in order to maintain it exclusively for their
employees.
DISCUSSION:
The Town of Los Gatos currently pays Verizon $4,345.84 per month for use of their parking lot
located at 15 Montebello Way. While this lot contains a total of 71 spaces, the Town subleases
37 spaces to the Post Office for their exclusive use. This leaves a remainder of 34 parking
spaces designated for public use. Seven (7) of these parking spaces are located in the lower
portion of the lot, located adjacent to Park Avenue. Losing these 7 spaces would reduce the
total spaces available for public parking to 27. The original agreement allowed for Verizon to
construct a fence between the main lot and the Park Avenue portion of the lot to separate the lots
and discourage through traffic between the two areas. Although part of the original agreement,
this gate was never constructed.
Because of recently added staff to their facility, Verizon has proposed installing this gate now,
and installing a separate gate at the Park Avenue entrance to the 7 parking space area, in order to
allow for exclusive use of those 7 spaces by their employees. Verizon would keep the gates open
on weekends_ , and allow the public's use of the lot during Town special events. This continues a
provision in the existing lease and is a benefit to residents and visitors.
Based on the current lease amount, the Town is paying the equivalent of approximately $61.20
per parking space per month Verizon's proposal is to regain the 7 parking spaces, and
subsequently reduce the lease amount to the Town by $428.46 per month. This would result in
annual savings to the Town in the amount of $5,141.52.
The original agreement has a clause that allows either party to terminate the entire agreement
after the sixtieth (60 month of the agreement with 180 days written notice to the other party.
This date is April 30, 2009.
PAGE 3
MAYOR AND TOWN COUNCIL
SUBJECT: VERIZON PARKING LOT LEASE
November 3, 2006
This modification of the lease will reduce the Town's available inventory of parking spaces in
the downtown business district from 1,089 to 1,082. Although all day parking spaces are a
valuable commodity in the Downtown Business District, and parking lot counts indicate that the
spaces in the Verizon lot, including the 7 spaces in question, stay full through most of the day, it
is important for the Town to maintain a good working relationship with Verizon, who will
continue to lease the remaining 64 spaces, with a new net of 27 spaces for public use.
In an effort to keep the local business owners informed of the impact on parking in the
Montebello area, the Town will, through the use of its Community Service Officers and
Volunteers in Policing, distribute handouts in the immediate area notifying the businesses of the
parking changes.
CONCLUSION:
Staff is recommending that Council adopt a resolution authorizing the Town Manager to execute
the second amendment to the agreement for the parking lot lease between the Town of Los Gatos
and Verizon California, Inc.
ENVIRONMENTAL ASSESSMENT
Is not a project defined under CEQA, and no further action is required.
FISCAL IMPACT:
The expense for the Verizon Parking lot lease is paid out of account # 2207- 69301.
The contract contains a graduated increase in lease costs of 15% each 5 year period. The next
increase will occur on 5/1/09.
While the rent reduction figure is based on a current per space lease cost multiplied by 7 spaces,
this figure will increase each 5 years as the pricing structure is adjusted.
The overall reduction in costs for the life of this lease due to the transferring of 7 additional
spaces to Verizon California, Inc. is estimated to be $76,416.48.
ATTACHMENT:
Resolution authorizing the Town Manager to execute the second amendment to the Agreement
for the Parking lot lease between the Town of Los Gatos and Verizon California, Inc.
DISTRIBUTION:
Verizon, Inc.
RESOLUTION
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO NEGOTIATE AND EXECUTE
THE SECOND AMENDMENT TO THE AGREEMENT FOR THE
PARKING LEASE BETWEEN THE TOWN OF LOS GATOS AND
VERIZON CALIFORNIA, INC.
WHEREAS, on June 17, 2002, the Los Gatos Town Council adopted a resolution to execute
a fifteen year lease agreement with Verizon California, Inc. to use a portion of the lot located at 15
Montebello Way, Los Gatos for public parking, and
WHEREAS, on December 2, 2002, both parties amended the lease agreement to, in part,
limit the number of landlord's parking spaces to be constructed within the premises boundary, and
WHEREAS, Verizon California, Inc. now desires to enter into a second amendment
(attached) of the lease to further reduce parking spaces leased to the Town of Los Gatos by seven (7),
with a commensurate, prorated reduction in the lease cost, and install two new gates.
NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Los Gatos
in the County of Santa Clara, State of California, that the Town Manager is authorized, and is hereby
directed to negotiate and execute the Second Amendment to the agreement for Parking Lot Lease
with Verizon California, Inc.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the day of November, 2006 by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
SECOND AMENDMENT TO PARKING LOT LEASE
THIS SECOND AMENDMENT TO PARKING LOT LEASE ( "this
Amendment "), made as of the 10th day of October, 2006, between Verizon California Inc.
( "Landlord ") and Town of Los Gatos ( "Tenant ").
RECITALS:
A. Landlord and Tenant are parties to a Parking Lot Lease (the "Original
Lease ") dated May 28, 2002, as amended by that certain First Amendment to Parking Lot Lease
(the "First Amendment ") dated March 17, 2003 (the Original Lease and the First Amendment
are hereinafter referred to as the "Lease "), pursuant to which Landlord leases to Tenant and
Tenant hires from Landlord certain property located at 15 Montebello Way, Los Gatos,
California (the "Premises "), containing a total of seventy -one (71) parking spaces, thirty-seven
(37) of which have been subleased by Tenant to the U.S. Postal Service.
B. The parties desire to amend the Lease in the manner hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. All terms used herein, but not defined herein, shall have the meanings
ascribed to such terms in the Lease.
2. Paragraph 3(a) of the Original Lease and Paragraph 1 of the First
Amendment are hereby deleted in their entirety and replaced with the following: "Initial Term.
The term of this Lease (the "Term ") shall commence on May 1, 2004. (the "Commencement
Date "), and shall end on April 30, 2019 (the "Termination Date "), unless sooner terminated
pursuant to any provision hereof, subject to the terms of Paragraph 3(b) below."
3. The Base Rent set forth in Paragraph 2(a) of the Original Lease shall be
amended to read as follows:
Period
4.
15 of the Original L
Estate, 750 Canyon
Administration.
5/1/04 - 10/31/06
11/1/06 - 4/30/09
5/1/09 - 4/30/14
5/1/14 - 4/30/19
Monthly Base Rent
$4,345.84
$3,917.38
$4,504.98
$5,180.72
The address for notices from Tenant to Landlord contained in Paragraph
;ase is hereby changed is hereby changed to: Verizon Corporate Real
Drive, Mail Code: SV1E5143, Coppell, TX 75019, Attn: Lease
CHG02 \40145567.2 10/9/06 04:49 PM
5. Landlord's Parking Area (as defined in the Original Lease and depicted on
Exhibits A and B attached to the Original Lease) shall be modified to include seven (7)
additional parking spaces, as well as the driveway connecting the lower and upper parking lots.
Exhibit B attached to the Original Lease is hereby deleted and replaced with Exhibit B attached
to this Amendment, and the first sentence inside of the quotation marks in Paragraph 6 of the
First Amendment is hereby deleted and replaced with the following: "Landlord's Parking Area
shall consist of the shaded area depicted on Exhibit B."
6. Subject to the provisions contained in Paragraph 3 of the First
Amendment, Landlord shall, at its sole cost and expense, install and maintain additional gates on
the Premises, as shown on Exhibit B.
7. Landlord and Tenant represent and warrant to each other that they have
not negotiated with any broker in connection with this Agreement. Landlord and Tenant agree
that should any claim be made against the other for a broker's commission, finder's fee or
similar compensation by reason of the acts of such party, the party upon whose acts such claim is
predicated shall indemnify and hold the other party harmless from all losses, costs, damages,
claims, liabilities and expenses in connection therewith (including, but not limited to, reasonable
legal fees and the cost of enforcing this indemnity).
8. Each of the parties hereto represents and warrants to the other that the
person executing this Agreement on behalf of such party has the full right, power and authority
to enter into and execute this Agreement on such party's behalf and that no consent from any
other person or entity is necessary as a condition precedent to the legal effect of this Agreement.
9. All prior understandings and agreements between the parties with respect
to the subject matter of this Agreement are merged within this Agreement, which alone fully and
completely sets forth the understanding of the parties with respect thereto. This Agreement may
not be changed or modified nor may any of its provisions be waived orally or in any manner
other than by a writing signed by the party against whom enforcement of the change,
modification or waiver is sought.
10. Except as herein provided, the Lease and all of its terms, covenants and
conditions remain in full force and effect.
11. The terms, covenants and conditions contained herein are binding upon
and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors
and assigns.
[SIGNATURES APPEAR BELOW]
CHG02 \40145567.210/9 /06 04:49 PM 2
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first above written.
LANDLORD:
VERIZON CALIFORNIA INC.
By:
Name:
Title:
CHG02\40145567.210/9/06 04:49 PM
TENANT:
TOWN OF LOS GATOS
By:
Name:
Title:
RECOMMENDED:
By:
Name:
Title:
APPROVED AS TO FORM:
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
3
EXHIBIT B
LANDLORD'S PARKING AREA
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AREA OF WORK
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SHEET Notes 0
THESE NOTE NUMBERS CORRESPOND WITH ITEMS ON THIS SHEET ONLY. n
R
1. PM (N) 8' h CHAIN UNK FENCE ASSEMBLY W /2' MESH -((9P PROPERTY LINE - NOTE FOOTINGS SHALL NOT ENCROACH
ONTO NEIGHBORING PROPERTIES - ADJUST LOCATION OF ASSEMBLY ACCORDINGLY) - SEE DETAIL 1 /AO3
2, PW(N)SWINGGATE ASSEMBLY -8' h CHAIN LINK FENCE ASSEMBLY W /2` MESH -SEE DETAIL 41AO3 &S /AO3
3. PM (N) BOLLARD - SEE DETAIL 31A04
4. P&I(N)SIGN ASSEMBLY NO PARKING VIOLATORS WILL BE TOWED AT OWNERS EXPENSE '- SURFACE MOUNTSIGN TO
CHAIN LINK FENCE ASSEMBLY @ 4' -6' AB.F.G.
6, PATCH & REPAIR DISTURBED CONC. PAVING -LEAVING NO GAPS & TRANSTION OF MATERIALS SHALL BE LEVEL &
SMOOTH MEET TITLE 24 (A.D.A.) RED. TYP. - SEE DETAIL 8 /AO3
S. P &I (N) CONIC. SLAB FOR THE ICE MACHINE - TRANSITION OF MATERIALS SHALL BE LEVEL & SMOOTH LEAVING NO GAPS
MEET TITLE 24 (A.D.A.) RED. TYP. - SLOPE AWAY. FROM BUILDING MAX. 2 %- TIE I WO (E) CONC. WALKWAY - COMPACT SUB
GRADE TO 90 %, DOWEL AND EPDXY -18 - L #4R -BAR. @ 24' O.C. O.C, EMBEDMENT SHALL BE A MIN. OF 9% 6' WP & 4 CONC.
SLAB - SEE DETAIL 2/A03
7. P &I IN) 3/8' DIA. COPPER (INSULATED) WATER LINE - CONNECT TO CLOSEST COPPER WATER LINE AVAILABLE (IE. HOSE
BIBB) - P &I SHUT OFF VALVE @ THE CONNECTION -SECURE THE LINE TO THE BUILDING
8. P &I IN) ELEC. OUTLET ( GFCI) - EXTERIOR GRADE- CONNECT TO CLOSEST CIRCUIT W/ TIED CONDUIT
S. P &I IN) CHAIN LINE- PER ICE MACHINE RED.- CONNECT TO CLOSEST DOWN SPOUT DRAIN LINE
10. P&I(N) METAL AWNING ASSEMBLY AS. ICE MACHINE-SEE DETAIL SA04
NOTE II REMOVE INCIDENTAL MISC. DEBRIS THROUGHOUT FIELD@ AREA OF CONSTRUCTION & PREPARE FOR (N)
CONSTRUCTION
NOTE 11: PATCH, REPAIR & PAINT DISTURBED SURFACES (I.E.. ASPHALT COND., CONC., LANDSCAPING, ETC ..J AS RED.
RETURN TO A CONDITION EQ. TO OR BETTER THAN ADJACENT AREAS -MATCH (E) SURROUNDING CONDRIONS IN ALL
RESPECTS CRAFTSMANSHIP, DUAUTY, FIT, FINISH, & FINAL APPEARANCE OR AS SCHEDULED - PAINT TO MATCH - REMOVE,
STRIP OR CUT BACK (E) SURROUNDING CONDITIONS & FINISHES AS RED. TO BLEND (N) ASSEMSUES INTO (E) LEAVING NO
VISIBLE PATCH LINE.
NOTE 111: THE (E) BUILDING SHALL REMAIN OCCUPIED & OPERATIONAL THROUGHOUT THE CONSTRUCTION PROCESS. THE
CONTRACTOR SHALL TAKE ANY ALL PRECAUTIONS NECESSARY WHEN PROCEEDING WITH SCHEDULED WORKAT THE
SITE NOT TO COMPROMISE (E) OPERATIONS AT THE SITE. ANY WORK THAT MAY IMPACT THE (E) OPERATIONS SHALL BE
SUBJECT TO FOLLOW STRICT OWNER M.O.P. PROCEDURES. FOR EXAMPLE WORK AFFECTING SITE ACCESS, ELECTRICAL
SYSTEMS, POWER, MECHANICAL SYSTEMS, WATER, ALARM SYSTEMS, PHONE SYSTEMS, WEATHER EXPOSUPE, DUST,
VIBRATIONS, AIR QUALITY, ETO...
NOTE IVI CONTRACTOR SHALL BLACK OUT OR REMOVE (E) PARKING STALL STRIPING NOT BEING USED FOR (N)
CONFIGURATION
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411 i •
!p GA �pS COUNCIL AGENDA REPORT
DATE: October 17, 2006
MEETING DATE: 11/6/06
ITEM NO: 5
TO: MAYOR AND TOWN COUNCIL
FROM: DEBRA J. FIGONE, TOWN MANAGER
SUBJECT: ADOPT RESOLUTION AUTHORIZING THE TOWN MANAGER TO
EXECUTE THE SECOND AMENDMENT TO THE AGREEMENT FOR
PARKING LOT LEASE BETWEEN THE TOWN OF LOS GATOS AND
VERIZON CALIFORNIA INC. TO:
A. ALLOW VERIZON CALIFORNIA, INC'S PARKING AREA (AS
DEFINED IN THE ORIGINAL LEASE AND DEPICTED ON EXHIBITS A
AND B ATTACHED TO THE ORIGINAL LEASE) TO BE MODIFIED TO
INCLUDE SEVEN (7) ADDITIONAL PARKING SPACES (REDUCING
THE NUMBER OF SPACES AVAILABLE FOR PUBLIC PARKING BY
7), AS WELL AS THE DRIVEWAY CONNECTING THE LOWER AND
UPPER PARKING LOTS.
B. ALLOW VERIZON CALIFORNIA, INC. TO CONSTRUCT TWO (2) NEW
GATES, ONE AT THE ENTRANCE TO THEIR PARKING AREA AND
ONE AT THE EXIT TO THEIR PARKING AREA.
RECOMMENDATI
Authorize the Town Manager to negotiate and execute the second amendment of the Parking Lot
Lease between the Town of Los Gatos and Verizon California, Inc. to:
1. Allow Verizon California, Ines, parking area (as defined in the original lease and
depicted on exhibits A and B attached to the original lease) to be modified to include
seven (7) additional parking spaces (reducing the number of spaces available for public
parking by 7), as well as the driveway connecting the lower and upper parking lots.
2. Allow Verizon California, Inc. to construct two (2) new gates, one at the entrance to their
parking area and one at the exit to their parking area.
PREPARED BY : �. � �,,.•�
SCOTT R. SEAMAN
Chief of Police
Reviewed by: - f - SYAssistant Town Manager IkTown Attorney
Clerk Administrator Finance Community Development
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PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: VERIZON PARKING LOT LEASE
November 3, 2006
BACKGROUND:
On June 17, 2002, Council adopted a resolution authorizing the Town Manager to execute a 15
year lease agreement with Verizon California, Inc., for the use of their parking lot located at 15
Montebello Way. The Town currently uses this lot for public all day parking. The agreement
allowed a small number of parking spaces to be reserved for Verizon's exclusive use within a
designated boundary near the Montebello entrance to the lot.
Due to the fact that Verizon recently added new employees to their facility at that location, they
contacted the Town, requesting that the Town release 7 spaces back to Verizon for their
exclusive use. These 7 spaces are located adjacent to Park Avenue, and are separate from the
main parking lot. Verizon proposes to prorate the price of the 7 spaces, which would reduce the
amount of monthly rent the Town currently pays for the lot. Verizon intends to separate those 7
spaces from the rest of the public lot with gates, in order to maintain it exclusively for their
employees.
DISCUSSION:
The Town of Los Gatos currently pays Verizon $4,345.84 per month for use of their parking lot
located at 15 Montebello Way. While this lot contains a total of 71 spaces, the Town subleases
37 spaces to the Post Office for their exclusive use. This leaves a remainder of 34 parking
spaces designated for public use. Seven (7) of these parking spaces are located in the lower
portion of the lot, located adjacent to Park Avenue. Losing these 7 spaces would reduce the
total spaces available for public parking to 27. The original agreement allowed for Verizon to
construct a fence between the main lot and the Park Avenue portion of the lot to separate the lots
and discourage through traffic between the two areas. Although part of the original agreement,
this gate was never constructed.
Because of recently added staff to their facility, Verizon has proposed installing this gate now,
and installing a separate gate at the Park Avenue entrance to the 7 parking space area, in order to
allow for exclusive use of those 7 spaces by their employees. Verizon would keep the gates open
on weekends, and allow the public's use of the lot during Town special events. This continues a
provision in the existing lease and is a benefit to residents and visitors. .
Based on the current lease amount, the Town is paying the equivalent of approximately $61.20
per parking space per month Verizon's proposal is to regain the 7 parking spaces, and
subsequently reduce the lease amount to the Town by $428.46 per month. This would result in
annual savings to the Town in the amount of $5,141.52.
The original agreement has a clause that allows either party to terminate the entire agreement
after the sixtieth (60 month of the agreement with 180 days written notice to the other party.
This date is April 30, 2009.
PAGE 3
MAYOR AND TOWN COUNCIL
SUBJECT: VERIZON PARKING LOT LEASE
November 3, 2006
This modification of the lease will reduce the Town's available inventory of parking spaces in
the downtown business district from 1,089 to 1,082. Although all day parking spaces are a
valuable commodity in the Downtown Business District, and parking lot counts indicate that the
spaces in the Verizon lot, including the 7 spaces in question, stay full through most of the day, it
is important for the Town to maintain a good working relationship with Verizon, who will
continue to lease the remaining 64 spaces, with a new net of 27 spaces for public use.
In an effort to keep the local business owners informed of the impact on parking in the
Montebello area, the Town will, through the use of its Community Service Officers and
Volunteers in Policing, distribute handouts in the immediate area notifying the businesses of the
parking changes.
CONCLUSION:
Staff is recommending that Council adopt a resolution authorizing the Town Manager to execute
the second amendment to the agreement for the parking lot lease between the Town of Los Gatos
and Verizon California, Inc.
ENVIRONMENTAL ASSESSMENT
Is not a project defined under CEQA, and no further action is required.
FISCAL IMPACT:
The expense for the Verizon Parking lot lease is paid out of account # 2207 - 69301.
The contract contains a graduated increase in lease costs of 15% each 5 year period. The next
increase will occur on 5/1/09.
While the rent reduction figure is based on a current per space lease cost multiplied by 7 spaces,
this figure will increase each 5 years as the pricing structure is adjusted.
The overall reduction in costs for the life of this lease due to the transferring of 7 additional
spaces to Verizon California, Inc. is estimated to be $76,416.48.
ATTACHMENT:
Resolution authorizing the Town Manager to execute the second amendment to the Agreement
for the Parking lot lease between the Town of Los Gatos and Verizon California, Inc.
DISTRIBUTION:
Verizon, Inc.
RESOLUTION
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO NEGOTIATE AND EXECUTE
THE SECOND AMENDMENT TO THE AGREEMENT FOR THE
PARKING LEASE BETWEEN THE TOWN OF LOS GATOS AND
VERIZON CALIFORNIA, INC,
WHEREAS, on June 17, 2002, the Los Gatos Town Council adopted a resolution to execute
a fifteen year lease agreement with Verizon California, Inc. to use a portion of the lot located at 15
Montebello Way, Los Gatos for public parking, and
WHEREAS, on December 2, 2002, both parties amended the lease agreement to, in part,
limit the number of landlord's parking spaces to be constructed within the premises boundary, and
WHEREAS, Verizon California, Inc. now desires to enter into a second amendment
(attached) of the lease to further reduce parking spaces leased to the Town of Los Gatos by seven (7),
with a commensurate, prorated reduction in the lease cost, and install two new gates.
NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Los Gatos
in the County of Santa Clara, State of California, that the Town Manager is authorized, and is hereby
directed to negotiate and execute the Second Amendment to the agreement for Parking Lot Lease
with Verizon California, Inc.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the day of November, 2006 by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
SECOND AMENDMENT TO PARKING LOT LEASE
THIS SECOND AMENDMENT TO PARKING LOT LEASE ( "this
Amendment "), made as of the 10th day of October, 2006, between Verizon California Inc.
( "Landlord ") and Town of Los Gatos ( "Tenant ").
RECITALS:
A. Landlord and Tenant are parties to a Parking Lot Lease (the "Original
Lease ") dated May 28, 2002, as amended by that certain First Amendment to Parking Lot Lease
(the "First Amendment ") dated March 17, 2003 (the Original Lease and the First Amendment
are hereinafter referred to as the "Lease "), pursuant to which Landlord leases to Tenant and
Tenant hires from Landlord certain property located at 15 Montebello Way, Los Gatos,
California (the "Premises "), containing a total of seventy -one (71) parking spaces, thirty-seven
(37) of which have been subleased by Tenant to the U.S. Postal Service.
B. The parties desire to amend the Lease in the manner hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. All terms used herein, but not defined herein, shall have the meanings
ascribed to such terms in the Lease.
2. Paragraph 3(a) of the Original Lease and Paragraph 1 of the First
Amendment are hereby deleted in their entirety and replaced with the following: "Initial Term.
The term of this Lease (the "Term ") shall commence on May 1, 2004 (the "Commencement
Date "), and shall end on April 30, 2019 (the "Termination Date "), unless sooner terminated
pursuant to any provision hereof, subject to the terms of Paragraph 3(b) below."
3. The Base Rent set forth in Paragraph 2(a) of the Original Lease shall be
amended to read as follows:
Period Monthly Base Rent
511104 - 10/31/06 $4,345.84
11/1/06 - 4/30/09 $3,917.38
5/1/09 - 4/30/14 $4,504.98
5/1/14 - 4/30/19 $5,180,72
4. The address for notices from Tenant to Landlord contained in Paragraph
15 of the Original Lease is hereby changed is hereby changed to: Verizon Corporate Real
Estate, 750 Canyon Drive, Mail Code: SV1E5143, Coppell, TX 75019, Attn: Lease
Administration.
CHG02 \40145567:2 10/9/06 04;49 PM
5. Landlord's Parking Area (as defined in the Original Lease and depicted on
Exhibits A and B attached to the Original Lease) shall be modified to include seven (7)
additional parking spaces, as well as the driveway connecting the lower and upper parking lots.
Exhibit B attached to the Original Lease is hereby deleted and replaced with Exhibit B attached
to this Amendment, and the first sentence inside of the quotation marks in Paragraph 6 of the
First Amendment is hereby deleted and replaced with the following: "Landlord's Parking Area
shall consist of the shaded area depicted on Exhibit B."
6. Subject to the provisions contained in Paragraph 3 of the First
Amendment, Landlord shall, at its sole cost and expense, install and maintain additional gates on
the Premises, as shown on Exhibit B.
7. Landlord and Tenant represent and warrant to each other that they have
not negotiated with any broker in connection with this Agreement. Landlord and Tenant agree
that should any claim be made against the other for a broker's commission, finder's fee or
similar compensation by reason of the acts of such party, the party upon whose acts such claim is
predicated shall indemnify and hold the other party harmless from all losses, costs, damages,
claims, liabilities and expenses in connection therewith (including, but not limited to, reasonable
legal fees and the cost of enforcing this indemnity).
8. Each of the parties hereto represents and warrants to the other that the
person executing this Agreement on behalf of such party has the full right, power and authority
to enter into and execute this Agreement on such party's behalf and that no consent from any
other person or entity is necessary as a condition precedent to the legal effect of this Agreement.
9. All prior understandings and agreements between the parties with respect
to the subject matter of this Agreement are merged within this Agreement, which alone fully and
completely sets forth the understanding of the parties with respect thereto. This Agreement may
not be changed or modified nor may any of its provisions be waived orally or in any manner
other than by a writing signed by the party against whom enforcement of the change,
modification or waiver is sought.
10. Except as herein provided, the Lease and all of its terms, covenants and
conditions remain in full force and effect.
11. The terms, covenants and conditions contained herein are binding upon
and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors
and assigns.
[SIGNATURES APPEAR BELOW]
CHG02 \40145567.210/9 /06 04:49 PM 2
I
.. ,sK _
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first above written.
LANDLORD: TENANT:
VERIZON CALIFORNIA INC. TOWN OF LOS GATOS
By:
By :_
Name:
Name:
Title:
Title:
RECOMMENDED:
By:_
Name:
APPROVED AS TO FORM:
By:
Name:
Title:
ATTEST:
By:.__._
Name:
Title:
CHG02 \40145567.210/9 /06 04:49 PM
EXHIBIT B
LANDLORD'S PARKING AREA
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CHG02 \40145567.210/9 /06 04:49 PM
SECOND AMENDMENT TO PARKING LOT LEASE
THIS SECOND AMENDMENT TO PARKING LOT LEASE ( "this
Amendment"), made as of the 10th day of October, 2006, between Verizon California Inc.
( "Landlord') and Town of Los Gatos ( "Tenant ").
RECITALS:
A. Landlord and Tenant are parties to a Parking Lot Lease (the "Original
Lease ") dated May 28, 2002, as amended by that certain First Amendment to Parking Lot Lease
(the "First Amendment ") dated March 17, 2003 (the Original Lease and the First Amendment
are hereinafter referred to as the • "Lease "), pursuant to which Landlord .leases to Tenant and
Tenant hires from Landlord certain property located at 15 Montebello Way, Los Gatos,
California (the "Premises'), containing a total of seventy -one (71) parking spaces, thirty -seven
(37) of which have been subleased by Tenant to the US. Postal Service.
B. The parties desire to amend the Lease in the manner hereinafter set forth.
NOW; THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
I . AlI terms used herein, but not defined herein, shall have the meanings
ascribed to such terms in the Lease.
2. Paragraph 3(a) of the Original Lease and Paragraph 1 of the First
Amendment are hereby deleted in their entirety and replaced with the following: "Initial Term.
The term of this Lease (the "Term ") shall commence on May 1, 2004 (the "Commencement
Date"), and shall end on April 30, 2019 (the "Termination Date "), unless sooner terminated
pursuant to any provision hereof, subject to the terms of Paragraph 3(b) below."
3, The Base Rent set forth in Paragraph 2(a) of the Original Lease shall be
amended to read as follows:
Period Monthly Base Rent
5/1/04 - 10/31/06
$4,345.84
11/1/06 - 4/30/09
$3,917.38
5/1/09 - 4/30/14
$4,504.98
5/1/14 - 4/30/19
$5,180.72
4. The address for notices from Tenant to Landlord contained in Paragraph
15 of the Original Lease is hereby changed is hereby changed to: Verizon Corporate Real Estate,
750 Canyon Drive, Mail Code .SV lE5143, Coppell, TX 75019, Attn: Lease Administration.
CHG02W0145567.2 10/9/06 04:49 PM
5. Landlord's Parking Area (as defined in the Original Lease and depicted on
Exhibits A and B attached to the Original Lease) shall be modified. to include seven (7)
additional parking spaces, as well as the driveway connecting the lower and upper parking lots.
Exhibit B attached to the Original Lease is hereby deleted and replaced with Exhibit B attached
to this Amendment, and the first sentence inside of the quotation marks in Paragraph 6 of the
First Amendment is hereby deleted and replaced with the following: "Landlord's Parking Area
shall consist of the shaded area depicted on Exhibit B."
6. Subject to the provisions contained in Paragraph 3 of the First
Amendment, Landlord shall, at its sole cost and expense, install and maintain additional gates on
the Premises, as shown on Exhibit B.
7 Landlord and Tenant represent warrant to each other that they have not
negotiated with any broker in connection with this Agreement. Landlord and Tenant agree that
should any claim be made against the other for a broker's commission, finder's fee or similar
compensation by reason of the acts of such party, the party upon whose acts such claim is
predicated shall indemnify and hold the other party harmless from all losses, costs, damages,
claims, liabilities and expenses in connection therewith (including, but not limited to, reasonable
legal fees and the cost of enforcing this indemnity).
8. Each of the parties hereto represents and warrants to the other that the
person executing this Agreement on behalf of such party has the full right, power and authority to
enter into and execute this Agreement on such party's behalf and that no consent from any other
person or entity is necessary as a condition precedent to the legal effect of this Agreement.
9. All prior understandings and agreements between the parties with respect
to the'subject matter of this Agreement are merged within this Agreement, which alone fully and
completely sets forth the understanding of the parties with respect thereto. This Agreement may
not be changed or modified nor may any of its provisions be waived orally or in any manner
other than by a writing signed by the party against whom enforcement of the change,
modification or waiver is sought.
10. Except as herein provided, the Lease and all of its terms, covenants and
conditions remain in full force and effect.
11. The terms, covenants and conditions contained herein are binding upon
and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors
and assigns.
[SIGNATURES APPEAR BELOW]
CHG02k10145567.210/9/06 04:49 PM 2
IN WITNESS WHEREOF, the parties have duly executed this Amendment as
of the date first above written.
LANDLORD:
VERIZON CALIFORNIA INC.
B
Name:
Title: Wk�.ru,c� Tv�+•r
TENANT:
TOWN OF LOS GATOS
Name: �`iQ. - ��� -/►'1
Title:
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APPROVED AS TO FORM:
ATTEST:
Name.
Title:
CliGG2 \40145567.210/9 /06 04:49 PM 3
EXHIBIT B
LANDLORD'S PARKING AREA
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CHG02k10145507,210%9/04 04:49 PM
P FICE OF THE TOW CLERK
IHH
PARKING LOT LEASE ORD__
This Parking Lot Lease ( "Lease ") is entered into this 28th REC
"Effective Date ") by and between Verizon California Inc. ( "Landl'
( "Tenant ").
1. Lease: Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, for the term, at the rental, and upon all of the conditions set forth herein, the property
located at 15 Montebello Way, Los Gatos, California (the "Premises "), as more specifically
shown on Exhibit "A" attached hereto. Notwithstanding anything contained herein to the
contrary, Landlord reserves for its use and for the use of its assignees, the parking area shown on
Exhibit "B" attached hereto and incorporated herein by this reference (the "Landlord's Parking
Area ") and the Premises shall not include Landlord's Parking Area. Landlord shall have use of
and access to Landlord's Parking Area twenty -four hours a day, seven days a week. The
Premises and Landlord's Parking Area shall be collectively referred to herein as the "Property.
2. Rent.
(a) Initial Term. On the first day of each month, Tenant shall pay Landlord,
as rent for the rights and privileges granted in the Lease, the following amount ( "Base Rent "):
Lease Years 1 through 5:
$4,345.84 per month
Lease Years 6 through 10:
$4,997.71 per month
Lease Years 11 through 15:
$5,747.36 per month.
All costs and expenses which Tenant assumes, agrees or is obligated to pay to Landlord under
this Lease shall be deemed additional rent (which, together with the Base Rent is sometimes
referred to as the "Rent "). Rent shall be payable in lawful money of the United States to
Landlord at the address stated in the Paragraph 16 hereof, or to such other persons or at such
other places as Landlord may designate in writing.
(b) Administrative Fee. Upon mutual execution of this Lease, Tenant shall
pay Landlord an administrative reimbursement fee equal to Six Thousand Dollars ($6,000.00).
(c)' Utilities. Throughout the Term, Tenant shall pay directly for all utilities
and services supplied to the Premises, including but not limited to water, gas, electricity,
telephone, security and cleaning of the Premises, together with any taxes thereon.
(d) Payment of Taxes, The real property taxes applicable to the Premises
shall be paid by Landlord to the taxing authority. Tenant shall pay prior to delinquency all taxes
assessed against and levied upon Tenant's fixtures, furnishings and all personal property of
Tenant contained on the Premises.
(e) Late Payment Penalties; If Tenant fails to make timely payment of any
sum it is obligated to pay to Landlord in accordance with the terms and conditions of this Lease,
Landlord, at its option and after fifteen (15) days' prior written notice to Tenant, may forthwith
terminate this Lease and all rights of Tenant hereunder. Any late payment of the Rent will result
01107/0153 60606.4
ATTA!`Li►4VMT 1
in additional administrative and processing costs being incurred by Landlord, the exact amount
of which would be extremely difficult to determine, and it is agreed that with respect thereto a
late fee of ten percent (10 %) of the overdue amount is a reasonable estimate thereof and will be
payable by Tenant with regard to any Rent not paid after fifteen (15) days' prior written notice to
Tenant that such amount is overdue. Additionally, Tenant shall pay Landlord interest at the
lower of the highest rate permitted by law or eighteen percent (18 %) per annum on the amount of
any Rent or any other amounts not paid by Tenant, when due, from the date due and payable.
Tenant shall also pay Landlord such interest on the amount of any payment made, and on the
amount of any expenses including reasonable attorneys' fees, incurred by Landlord in
connection with the taking of any action to cure any default by Tenant, from the date of making
any such payment or the advancement of such expenses by Landlord. Notwithstanding anything
contained herein to the contrary, in no event shall Landlord be entitled to terminate this Lease for
Tenant's non - payment of Rent the first time any such payment is late in any twelve (12) month
period so long as Tenant pays such Rent within thirty (30) days of receipt of written notice from
Landlord that such Rent is overdue.
3. Term.
(a) Initial Term. The term of this Lease (the "Term ") shall commence on
the date that occurs sixty (60) days after notice from Tenant to Landlord that Tenant is prepared
to commence construction of the Tenant Improvements (as defined in Paragraph 4 below), but in
no event shall the Lease Term commence on a date later than December 1, 2002 (the
"Commencement Date "). The Lease shall terminate on that date that occurs fifteen years after
the Commencement Date (the "Termination Date "), unless sooner terminated pursuant to any
provision hereof, and subject to the terms of Paragraph 3(b) below.
(b) Extension Option. Notwithstanding anything contained in Paragraph 3(a)
to the contrary, Tenant shall have one option to extend the Term for a period of five years. No
later than three months prior to the Termination Date, Tenant shall give Landlord written notice
that it is exercising its option to extend the Lease Term. The Rent for the Extension,Option shall
be equal to the fair market rent for comparable space in the Town of Los Gatos, California.
(c) Termination Option. Either party may elect to terminate this Lease
effective anytime after the sixtieth (60`) month of the Term by providing no less than one
hundred and eighty (180) days prior written notice to the other party.
4. Tenant Improvements. At Tenant's sole cost and expense, on the
Commencement Date, Tenant shall commence construction of new parking improvements on the
Property in accordance with the terms and conditions of this Lease and per the diagram attached
hereto as Exhibit "B" and incorporated herein by this reference (the "Tenant Improvements ").
The Tenant Improvements being constructed on Landlord's Parking Area shall be completed by
Tenant no later than two (2) months after the Commencement Date. The Tenant Improvements
being constructed on the Premises shall be completed no later than six (6) months after the
Commencement Date.
01107/0153 60606.4
(a) Procedures for Improvements. Tenant shall construct and build out the
new parking improvements on the Property at its sole cost and expense. Tenant shall conduct its
own bidding process and shall use its selected construction manager, general contractor, and
subcontractors to coordinate and manage the demolition and construction process. Landlord
shall have no obligations to perform any work or provide any services in the construction of the
Tenant Improvements. Tenant's construction shall be made (a) in accordance with plans and
specifications prepared by Tenant and approved in writing by Landlord in accordance with
Paragraph 4(b) below; (b) in a diligent and good, workmanlike matter, with all new materials;
and, (c) in accordance with all applicable laws, rules, regulations, ordinances, directives,
covenants, easements, zoning and land use regulations, and restrictions of record, permits,
building codes, and the requirements of any applicable fire insurance underwriter or rating
bureau, now in effect or which may hereafter come into effect (including, without limitation, the
Americans with Disabilities Act and laws regulating Hazardous Materials) (collectively
"Laws "). At a minimum, Tenant's plans and specifications must include the criteria set forth on
Exhibit "C," attached hereto and incorporated herein by this reference.
(b) Plans and Specifications. Prior to commencing the construction of the
Tenant Improvements, Tenant shall submit to Landlord for approval copies of the Tenant's plans
and specifications for such Tenant Improvements. Landlord shall review the plans and
specifications within twenty (20) days after receipt from Tenant and shall either (a) advise
Tenant of its approval, or (b) advise Tenant of its disapproval specifying the required changes or
modifications to the plans and specifications. Landlord shall not unreasonably withhold its
approval. Tenant shall make any changes or modifications reasonably required by Landlord and
submit the modified plans and specifications to Landlord for approval. Landlord's approval of
the plans and specifications shall be evidenced by Landlord's initials on each page of the final
plans and specifications. No modifications or revisions to the plans and specifications, except
changes or modifications required by an authorized public official to bring the Tenant
Improvements incompliance with applicable Laws, shall be made without Landlord's prior
written approval. Landlord's approval of the plans and specifications shall not (a) be deemed or
construed as its approval of engineering design or integrity; or (b) create any responsibility or
liability on the part of the Landlord for their completeness, design sufficiency or compliance
with all Laws or this Lease.
(c) Ownership of Tenant Improvements. Upon completion of the Tenant
Improvements, ownership of such Tenant Improvements shall pass to Landlord without any lien
of any kind. Tenant shall execute any and all documents reasonably requested by Landlord to
confirm Landlord's ownership of such Tenant Improvements.
(d) Liens. Tenant shall not allow on or permit to be enforced against the
Property or Tenant Improvements or any part thereof any mechanic's, materialmen's,
contractor's or subcontractor's liens arising from any work of construction, repair, restoration,
replacement or improvement on the Property, including the initial making of the Tenant
Improvements. Tenant shall pay or cause to be paid all such liens, claims or demands before any
action is brought to enforce them against the Property. Tenant agrees to indemnify and hold
Landlord and the Property free and harmless from all liability for all such liens, claims and
01107/0153 60606.4 4
demands, together with reasonable attorneys' fees and costs, incurred by Landlord in negotiating,
settling, defending, and otherwise protecting against such liens, claims, and demands.
.(e) Temporary At all time periods during the construction of the
new parking improvements on the Property, Tenant shall provide Landlord with no less than
eleven (1 1) reserved parking spaces on the Property in a location that is safe from construction
debris and damage.
5. Compliance with Law. Tenant shall, at Tenant's sole expense, comply promptly
with all federal, state and local statutes, ordinances, rules, regulations, orders, and requirements,
as well as all covenants and restrictions of record in effect during the Term, including any
restrictions imposed by any governmental agency having jurisdiction over the Property and any
recorded covenants, conditions, and restrictions or easements regulating the use or occupancy by
Tenant, or any other party, of the Premises or the Tenant Improvements, or the undertaking of
any Tenant Improvements (collectively, the "Laws ").
6. Condition of the Premises/Maintenance. The Premises are being delivered to
Tenant in their current, "AS IS" condition without representation or warranty of any kind by
Landlord or any agent or employee of Landlord. Throughout the Term of this Lease, Tenant
shall maintain the Premises, including every part thereof, and all building systems servicing the
Premises in good order, condition and repair and in compliance with all Laws.
7. Rights Non - Transferable. This Lease and the rights granted herein are personal
to Tenant and Tenant shall not assign, convey, or otherwise transfer said Lease or any of the
rights granted herein in any manner whatsoever without Landlord's prior written consent. Any
attempt by Tenant to do so shall be null and void and, at Landlord's election, shall constitute a
material default hereunder.
8. Tenant Indemnification. Except to the extent such claims arise out of
Landlord's gross negligence or intentional misconduct, Tenant shall indemnify, defend and hold
harmless Landlord and its parent, subsidiaries, affiliates and each of their respective directors,
officers, agents, servants and employees (the "Landlord Parties ") from and against any and all
claims arising from or in connection with (a) the Premises or of any business therein or any work
or thing whatsoever done, or any condition created in, on or about the Premises during the Term
or during the period of time, if any, prior to the Commencement Date that Tenant may have been
given access to the Premises; (b) any act, omission or negligence of Tenant or any of its agents,
employees or invitees or its or their partners, joint venturers, directors, officers, agents,
employees or contractors; (c) any accident, injury or damage occurring in the Premises; and (d)
any breach or default by Tenant in the full and prompt payment and performance of Tenant's
obligations under this Lease. Tenant's obligation to indemnify shall also include all costs,
expenses and liabilities incurred in or in connection with each such claim or action or proceeding
brought thereon, including without limitation, all attorney's fees, expert fees and expenses. In
case any action or proceeding is brought against the Landlord Parties or any of them by reason of
such claim, Tenant upon notice from Landlord shall resist and defend such action or proceeding
by counsel reasonably satisfactory to Landlord.
01107/0153 60606.4
9. Release. Except in the event of Landlord's gross negligence or intentional
misconduct, Landlord and the Landlord Parties shall not be liable to or responsible for, and
Tenant hereby releases Landlord and the Landlord Parties from all liability and responsibility to
Tenant and any person claiming by, through or under Tenant, by way of subrogation, for any
injury, loss or damage to any person or property in the Premises or to Tenant's business
irrespective of the cause of such injury, loss or damage. Nothing herein shall be construed to
impose any other or greater liability upon Landlord than would have existed in the absence of
this provision.
10. Hazardous Materials.
(a) Reportable Uses Require Consent. The term "Hazardous Material" as
used in this Lease shall mean any product, substance,, chemical, material or waste whose
presence, nature, quantity or intensity of existence, use, manufacture, disposal, transportation,
spill, release or effect, either by itself or in combination with other materials present on or
expected to be on the Premises, is: (i) potentially injurious to the public health, safety or welfare,
the environment, or the Premises; (ii) regulated or monitored by any governmental authority; or
(iii) a basis for potential liability of Landlord to any governmental agency or third party under
any applicable statute or common law theory. Hazardous Material shall include, but not be
limited to, hydrocarbons, petroleum, gasoline, asbestos, crude oil or any products or by- products
thereof.
(b) Environmental Indemnitees. Landlord agrees to indemnify, defend and
hold Tenant harmless from and against any and all claims, judgments, damages, penalties, fines,
costs, liabilities or losses (including, without limitation, diminution in value of the Premises, and
sums paid in settlement of claims, reasonable attorneys' fees, consultant fees and expert fees)
(collectively, "Claims ") that arise as a result of the presence of any Hazardous Material in, on,
under or about the Premises to the extent that such Claims result from the presence of any
Hazardous Material that was introduced onto the Premises by Landlord. Tenant agrees to
indemnify, defend and hold Landlord harmless from and against any and all Claims which arise
as a result of the presence of any Hazardous Material in, on, or under or about the Premises to
the extent that such Claims result from the presence of any Hazardous Material that was
introduced onto the Premises by Tenant or during the Term of this Lease. The parties agree that
this Paragraph shall survive the termination of this Lease.
11. Insurance.
(a) Liability Insurance. Tenant shall obtain and keep in force during the
Term of this Lease a Commercial General Liability policy of insurance protecting Tenant,
Landlord and any Lender(s) whose names have been provided to Tenant in writing (as additional
insureds) against claims for bodily injury, personal injury and property damage based upon,
involving or arising out of the ownership, use, occupancy or maintenance of the Premises and all
areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit
coverage in an amount not less than $2,000,000 per occurrence. The policy shall not contain any
intra- insured exclusions as between insured persons or organizations, but shall include coverage
for liability assumed under this Lease as an "Insured Contract" for the performance of Tenant's
indemnity obligations under this Lease. The limits of said insurance required by this Lease or as
01107/0153 60606.4
carried by Tenant shall not, however, limit the liability of Tenant nor relieve Tenant of any
obligation hereunder.
(b) Property Insurance. Tenant shall obtain and keep in force during the
Term of this Lease a policy or policies in the name of Tenant, with loss payable to Landlord,
insuring against loss or damage to the structures, including, but not limited to, the Tenant
Improvements, on the Property. Such insurance shall be for the full replacement cost, as the
same shall exist from time to time. Tenant's policy or policies shall insure against all risks of
direct physical loss or damage (except the perils of flood and earthquake unless included in the
Base Premium), including coverage for any additional costs resulting from debris removal and
reasonable amounts of coverage for the enforcement of any ordinance or law regulating the
reconstruction or replacement of any undamaged sections of any structure required to be
demolished or removed by reason of the enforcement of any building, zoning, safety or land use
laws as the result of a covered loss, but not including plate glass insurance. Said policy or
policies shall also contain an agreed valuation provision in lieu of any co- insurance clause,
waiver of subrogation, and inflation guard protection causing an increase in the annual property
insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor
Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are
located.
(c) Insurance Policies. Insurance required hereunder shall be in companies
duly licensed to transact business in the state where the Premises are located, and maintaining
during the policy term a "General Policyholders Rating" of at least B +, V, as set forth in the most
current issue of `Best's Insurance Guide.' Tenant shall not do or permit to be done anything
which shall invalidate the insurance policies referred to in this Paragraph. Tenant shall cause to
be delivered to Landlord, within thirty (30) days after the Commencement Date, certificates
evidencing the existence and amounts of, the insurance required under Paragraph. No later than
(30) days after the expiration of the policies, Tenant shall furnish Landlord with evidence of
renewals, or Landlord may order such insurance and charge the cost thereof to Tenant, which
amount shall be payable by Tenant to Landlord upon demand. Notwithstanding anything
contained herein to the contrary, Tenant shall be permitted to provide the insurance coverage
required in this Lease via a self - insurance pool of municipalities (the "ABAG Plan") so long as
the ABAG Plan has a net worth equal to or greater than $10,000,000.
(d) Waiver of Subrogation. Without affecting any other rights or remedies,
Tenant and Landlord each hereby release and relieve the other, and waive their entire right to
recover damages (whether in contract or in tort) against the other, for loss or damage to their
property arising out of or incident to the perils required to be insured against under Paragraph.
The effect of such releases and waivers of the right to recover damages shall not be limited by
the amount of insurance carried or required or by any deductibles applicable thereto. Landlord
and Tenant agree to have their respective insurance companies issuing property damage
insurance waive any right to subrogation that such companies may have against Landlord or
Tenant, as the case may be, so long as the insurance is not invalidated thereby.
01107/0153 60606.4 7
12. Interruption of Use: Except in the event of Landlord's gross negligence or
intentional misconduct, Landlord shall not be liable to Tenant for any interruption of Tenant's
use of the rights granted hereunder resulting from any cause.
13. Default and Remedies.
(a) Default. The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant:
(1) If Tenant abandons or vacates the Premises; or
(2) If Tenant fails to pay any Rent or any other charges required to be
paid by Tenant under this Lease and such failure continues for ten (10) days after such payment
is due and payable; or
(3) If Tenant fails to promptly and fully perform any other covenant,
condition or agreement contained in this Lease and such failure continues for thirty (30) days
after written notice thereof from Landlord to Tenant; or
(4) If a writ of attachment or execution is levied on this Lease or on
any of Tenant's property; or
(5) If Tenant makes a general assignment for the benefit of creditors,
or provides for an arrangement, composition, extension or adjustment with its creditors; or
(6) If Tenant files a voluntary petition for relief or if a petition against
Tenant in a proceeding under the federal bankruptcy laws or other insolvency laws is filed and
not withdrawn or dismissed within forty-five (45) days thereafter, or if under the provisions of
any law providing for reorganization or winding up of corporations, any court of competent
jurisdiction assumes jurisdiction, custody or control of Tenant or any substantial part of its
property and such jurisdiction, custody or control remains in force unrelinquished, unstayed or
unterminated for a period of forty -five (45) days; or
(7) If in any proceeding or action in which Tenant is a party, a trustee,
receiver, agent or custodian is appointed to take charge of the Premises or Tenant's property (or
has the authority to do so) for the purpose of enforcing a lien against the Premises or Tenant's
property.
Any written notice of default based upon Tenant's failure to pay Rent or any other charges under
the Lease which is given by Landlord pursuant to this Paragraph shall also constitute a notice to
pay rent or quit pursuant to any applicable unlawful detainer statute, provided that such notice is
served in accordance with the provisions of any such statute.
(b) Remedies. In the event of Tenant's default hereunder, then in addition to any
other rights or remedies Landlord may have under any law, Landlord shall have the right, at
Landlord's option, without further notice or demand of any kind to do the following:
01107/0153 60606.4 8
(1) Terminate this Lease and Tenant's right to possession of the
Premises and reenter the Premises and take possession thereof, and Tenant shall have no further
claim to the Premises or under this Lease; or
(2) Continue this Lease in effect, reenter and occupy the Premises for
the account of Tenant, and collect any unpaid Rent or other charges which have or thereafter
become due and payable; or
(3) Reenter the Premises under the provisions of subparagraph 2, and
thereafter elect to terminate this Lease and Tenant's right to possession of the Premises.
If Landlord,reenters the Premises under the provisions of subparagraphs 2 or 3 above, Landlord
shall not be deemed to have terminated this Lease or the obligation of Tenant'to pay any Rent or
other charges thereafter accruing, unless Landlord notifies Tenant in writing of Landlord's
election to terminate this Lease. In the event of any reentry or retaking of possession by
Landlord, Landlord shall have the right, but not the obligation, to remove all or any part of
Tenant's property in the Premises and to place such property in storage at a public warehouse at
the expense and risk of Tenant. If Landlord elects to relet the Premises for the account of
Tenant, the rent received by Landlord from such reletting shall be applied as follows: first, to the
payment of any indebtedness other than Rent due hereunder from Tenant to Landlord; second, to
the payment of any costs of such reletting; third, to the payment of the cost of any alterations or
repairs to the Premises; fourth to the payment of Rent due and unpaid hereunder; and the
balance, if any, shall be held by Landlord and applied in payment of future Rent as it becomes
due. If-that portion of rent received from the reletting which is applied against the Rent due
hereunder is less than the amount of the Rent due, Tenant shall also pay to Landlord, as soon as
determined, any costs and expenses incurred by Landlord in connection with such reletting or in
making alterations and repairs to the Premises, which are not covered by the rent received from
the reletting.
Should Landlord elect to terminate this Lease under the provisions of subparagraph 1 or 3 above,
Landlord may recover as damages from Tenant the following:
(1) Past Rent. The worth at the time of the award of any unpaid Rent
which had been eamed at the time of termination; plus
(2) Rent Prior to Award. The worth at the time of the award of the
amount by which the unpaid Rent which would have been earned after termination until the time
of award exceeds the amount of such rental loss that Tenant proves could have been reasonably
avoided; plus
(3) Rent After Award. The worth at the time of the award of the
amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the
amount of the rental loss that Tenant proves could be reasonably avoided; plus
01 107/0153 60606.4 9
(4) Proximately Caused Damages. Any other amount necessary to
compensate Landlord for all detriment proximately caused by Tenant's failure to perform its
obligations under this Lease or which in the ordinary course of things would be likely to result
therefrom, including, but not limited to, any costs or expenses (including attorneys' fees),
incurred by Landlord in (a) retaking possession of the Premises, (b) maintaining the Premises
after Tenant's default, (c) preparing the Premises for reletting to a new tenant, including any
repairs or alterations, and (d) reletting the Premises, including broker's commissions.
"The worth at the time of the award" as used in subparagraphs (1) and (2) above, is to be
computed by allowing interest at the rate of ten percent (10 %) per annum. "The worth at the
time of the award" as used in subparagraph (3) above, is to be computed by discounting the
amount at the discount rate of the Federal Reserve Bank situated nearest to the Premises at the
time of the award plus one percent (1 %).
The waiver by Landlord of any breach of any term, covenant or condition of this Lease shall not
be deemed a waiver of such term, covenant or condition or of any subsequent breach of the same
or any other term, covenant or condition. Acceptance of Rent by Landlord subsequent to any
breach hereof shall not be deemed a waiver of any preceding breach other than the failure to pay
the particular Rent so accepted, regardless of Landlord's knowledge of any breach at the time of
such acceptance of Rent. Landlord shall not be deemed to have waived any term, covenant or
condition unless Landlord gives Tenant written notice of such waiver. No remedy or election
hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other
remedies at law -or in equity.
14. Signage. Tenant may install signage on the Premises, at its sole costs and
expense, subject to Landlord's prior written approval (not to be unreasonably withheld) of the
drawings, plans and specifications for such signage. Notwithstanding the foregoing to the
contrary, Tenant shall only be entitled to install signage on the Premises that complies with all
Laws.
15. Real Estate Brokers. The following brokerage relationship exists in this
transaction and is approved by the parties: Cushman & Wakefield of California represents
Landlord exclusively ( "Landlord's Broker "). Upon complete execution of this Lease by the
parties, Landlord shall pay Tenant's Broker a commission based upon a separate agreement
between Landlord's Broker and Landlord for brokerage services rendered by Landlord's Broker
in connection with this transaction. Tenant and Landlord each represent and warrant to the other
that it has had no dealings with any person, firm, broker or finder other than the Landlord's
Broker in connection with the negotiation of this Lease and the consummation of the transaction
contemplated hereby, and that no broker or other person, firm or entity other than the Landlord's
Broker is entitled to any commission or finder's fee in connection with said transaction. Tenant
and Landlord do each hereby agree to indemnify, protect, defend and hold the other harmless
from and against liability for compensation or charges which may be claimed by any such
unnamed broker, finder or other similar party by reason of any dealings or actions of the
indemnifying party, including any costs, expenses, and attorneys' fees reasonably incurred with
respect thereto.
01107/0153 60606.4 1 10
16. Notices. All notices required or permitted by this Agreement shall be in writing
and may be delivered in person (by hand or by messenger or courier service) or may be sent by
regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or
by facsimile transmission during normal business hours, and shall be deemed sufficiently given
if served in a manner specified in this Paragraph. The following address shall be used for notices
to Landlord: Verizon California Inc., c/o Corporate Real Estate, 112 Lakeview Canyon,
Mailcode: CA500OW, Thousand Oaks, CA 91362. The following address shall be used for
notices to Tenant: Town Manager, 1 10 E. Main Street, P.O. Box 949, Los Gatos, CA 95031.
Any notice sent by registered or certified mail, return receipt requested, shall be deemed given
on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark
thereon. If sent by regular mail, the notice shall be deemed given forty - eight (48) hours after the
same is addressed as required herein and mailed with postage prepaid. Notices delivered by
United States Express Mail or overnight courier that guarantees next day delivery shall be
deemed given twenty -four (24) hours after delivery of the same to the United States Postal
Service or courier. If any notice is transmitted by facsimile transmission or similar means, the
same shall be deemed served or delivered upon telephone or facsimile confirmation of receipt of
the transmission thereof, provided a copy is also delivered via delivery or mail. If notice is
received on a Saturday or a Sunday or a legal holiday, it shall be deemed received on the next
business day
17. No Right To Holdover. Tenant has no right to retain possession of the Premises
or any part thereof beyond the expiration or earlier termination of this Lease unless the parties
are negotiating a new lease or lease extension in good faith. In the event that the parties are not
in the process of negotiating a new lease or lease extension in good faith, Tenant holds over in
violation of this Paragraph 17 then the Base Rent then in effect payable from and after the time
of the expiration or earlier termination of this Lease shall be increased to two hundred percent
(200 %) of the Base Rent applicable during the month immediately preceding such expiration or
earlier termination.
18. Attorneys' Fees. If any party brings an action or proceeding to enforce the terms
hereof or declare rights hereunder, the Prevailing Party in any such proceeding, action, or appeal
thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same
suit or recovered in a separate suit, whether or not such action or proceeding is pursued to
decision or judgment. The term "Prevailing Party" shall include, without limitation, a party
who substantially obtains or defeats the relief sought, as the case may be, whether by
compromise, settlement, judgment, or the abandonment by the other party of its claim or defense.
The attorneys' fee award shall not be computed in accordance with any court fee schedule, but
shall be such as to fully reimburse all attorneys' fees reasonably incurred.
19. PUC Approval. Notwithstanding anything to the contrary contained in the
Lease, the Lease shall not commence until and shall be contingent upon obtaining final approval
of the Lease by the California Public Utilities Commission ( "PUC ") on terms acceptable to
Landlord in Landlord's sole discretion ( "PUC Approval "). Until such time, if any, that the PUC
Approval is obtained, the Lease shall not be deemed to grant, demise, transfer or otherwise
convey to Tenant any right, title or interest whatsoever to any portion of the Premises.
01107/0153 60606.4 11
20. Interpretation and Modification. Any conflict between the printed provisions
of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten
or handwritten provisions. Preparation of this Lease by either Landlord or Tenant or Landlord's
agent or Tenant's agent and submission of same to Tenant or Landlord shall not be deemed an
offer to lease. This Lease is not intended to be binding until executed and delivered by all parties
hereto. This Lease may be modified only in writing, signed by the parties in interest at the time
of the modification. This Lease was drafted by both parties to the transaction; therefore, neither
party shall be construed as the drafter or author of this Lease for purposes of interpreting any
provision hereof. Except as otherwise expressly provided herein, if more than one person or
entity is named herein as either Landlord or Tenant, the obligations of such multiple parties shall
be the joint and several responsibility of all persons or entities named herein as such Landlord or
Tenant. The captions, headings and titles in this Lease are solely for convenience of reference
and shall not affect its interpretation. The invalidity of any provision of this Agreement, as
determined by a court of competent jurisdiction, shall in no way affect the validity of any other
provision hereof.
21. Authority. It any signatory hereto is a corporation, trust, general or limited
partnership or other legal entity, each individual executing this Lease on behalf of such entity
represents and warrants that he or she is duly authorized to execute and deliver this Lease on its
behalf.
22. Binding Effect; Choice of Law. This Lease shall be binding upon the parties,
their personal representatives, successors and assigns and be governed by the laws of the State of
California. Any litigation between the parties hereto concerning this Lease shall be initiated in
the county in which the Premises are located and be governed by the laws of the State of
California.
23. Entire Agreement. This Lease, together with its exhibits, contains all
agreements of the parties to this Lease and supersedes any previous negotiations. There have
been no representations made by either party or understandings made between the parties other
than those set forth in this Lease and its exhibits. This Lease may not be modified except by a
written instrument duly executed by the parties to this Lease.
LANDLORD:
By:
Mich ael J. Baumann
TITLE: Director -Real Estate P or t folio Management
B A
TIT
Before executing this document please
review
APPROVED AS TO FORM
01107/0153 60606.4 T GOULD 3 � ITZ— 12
By; Date:
TENANT:
By:
TITLE:
By:
TITLE:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the ',�,,�)�da
of , 2C�� y
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LANDLORD: TENANT:
VERIZON CALIFORNIA, INC., by: TOWN OF LOS GATOS, by:
By: Debra J. 'go e, Town Manager
Title:
REC MMENDED BY:
I - - 2i)
By: 'Larry podd, Chief of Police
Title:,
APPROVED AS TO FORM:
Business Address P. Korb, Town Attorney
ATTEST: / )
Marian V. Co4ov &Town Clerk
Town of Los Gatos
O NyFllesTarol FIINContract s(gnature page.wpd
EXHIBIT A
THE PREMISES
See attached.
01107/0153 60606.4
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EXHIBIT B
DIAGRAM OF NEW PARKING IMPROVEMENTS TO BE
CONSTRUCTED BY TENANT
See attached.
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EXHIBIT C
MINIMUM CRITERIA FOR NEW PARKING IMPROVEMENTS
1. As shown on Exhibit A, Landlord's Parking Area shall, at a minimum, consist of the
following: (a) two (2) fifteen foot oversized parking spaces; (b) one (1) ADA compliant
parking space; (c) eight (8) standard ten foot parking spaces; (d) a loading zone; and (e)
an area for a trash dumpster.
2. Tenant shall construct a six -foot (6') high fence enclosing Landlord's Parking Area.
3. Tenant shall construct two gates to provide ingress / egress to Landlord's Parking Area,
consisting of, at a minimum:
A. One 6 -foot high "Roller Gate" and
B. One motorized 6 -foot high and 15 -foot wide main gate on Montebello Way.
4. Tenant shall install a vehicle detector on or near the interior portion of the main gate
located on Montebello Way for exiting vehicles.
5. Tenant shall install a card reader on or near the exterior portion of the main gate located
on Montebello Way to allow admission of vehicles entering the parking area.
6. Tenant shall install (a) a 5 -foot "Pedestrian Gate" will be installed on Montebello Way;
and (b) a 24 -foot "New Gate" to limit access to the Ramp to Lower Level.
Tenant shall relocate the existing Verizon telephone /card reader currently located at the
front entrance of the Verizon -owned building to an area near the Pedestrian Gate on
Montebello way.
8. Tenant shall install and maintain, at Tenant's sole cost and expense, new landscaping and
irrigation systems for the Premises.
Tenant shall install and maintain, at Tenant's sole cost and expense, all necessary and
required lighting associated with the Premises.
01107/0153 60606.4
FdH -- -
FIRST AMENDMENT TO PARKING LOT LEASECRD �
This First Amendment to Parking Lot Lease ( "First Amendment ") is end i nto this
17th day of March, 2003 (the "Effective Date ") by and between Verizon California Inc.
( "Landlord ") and Town of Los Gatos ( "Tenant ").
RECITALS
A. Landlord and Tenant entered into a Parking Lot Lease (the "Lease ") dated May
28, 2002 for the property located at 15 Montebello Way, Los Gatos, California (the "Premises ")
as more specifically shown on Exhibit "A" attached to the Lease.
B. The parties are now entering into this First Amendment ( "First Amendment ") to
Lease to modify the Lease as set forth herein. All capitalized terms not defined herein shall have
the same meaning they are given in the Lease.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Tenant and Landlord agree as follows:
1. Term. The first sentence of Section 3(a) of the Lease is hereby deleted and
replaced with the following: "The term of this Lease (the "Term ") shall commence on the date
that occurs sixty (60) days after notice from Tenant to Landlord that Tenant is prepared to
commence construction of the Tenant Improvements (as defined in Paragraph 4 below), but in no
event shall the Lease Term commence on a date later than December 1, 2003 (the
"Commencement Date" Y'
2. Sublease. Notwithstanding Section 7 of the Lease to the contrary, Tenant shall be
permitted to sublease the Premises with Landlord's prior written consent, which shall not be
unreasonably withheld, conditioned or delayed. In the event of any sublease, whether or not with
Landlord's consent, Tenant shall not be released or discharged from any liability, whether past,
present or future.. Tenant's liability shall remain primary, and in the event of default by any
subtenant of Tenant in performance or observance of any of the covenants or conditions of the
Lease, Landlord may proceed directly against Tenant without the necessity of exhausting
remedies against said subtenant.
3. Landlord's Parking Area. Tenant is permitted to open the gate to and make use
of Landlord's Parking Area for special events, including the Sunday Farmer's Market and
Montebello Way road closures, without Landlord's consent; however, upon notice from
Landlord to Tenant to cease and desist use of Landlord's Parking Area, Tenant shall immediately
cease and desist from using Landlord's Parking Area. Landlord may give Tenant notice to cease
and desist utilizing Landlord's Parking Area in Landlord's sole discretion. When Tenant is
utilizing Landlord's Parking Area, Tenant shall be responsible for Landlord's Parking Area as if
such area where part of the Premises.
4. Effectiveness of Lease. All terms and provisions of the Lease shall remain in frill
force and effect, except as expressly amended or modified hereby, and are hereby ratified and
01107/0153 75953.3
ATTACHMENT 4
0
reaffirmed. In the event of any inconsistency between the provisions of this Amendment and the
provisions of the Lease, the provisions of this Amendment shall control.
5. Counterparts and Facsimile. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which taken together shall
constitute one and the same instrument. The parties acknowledge the validity of signatures by
facsimile.
6. Exhibit C. Section 1 of the Lease entitled Minimum Criteria for New Parking
Improvements is hereby deleted and replaced with the following; "As shown on Exhibit A and
Exhibit B, the Landlord's Parking Area shall consist of the area located within the boundary of
the Landlord's Parking Area as shown on said Exhibits. The number of conforming parking
spaces will be adjusted and constructed within the boundary based on specifications and
direction provided by the Landlord."
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
01107/0153 75953.3
IN WITNESS. WHEREOF, the parties hereto have executed this Agreement as of the
17th day of March, 2003.
LANDLORD: TENANT:
VERIZON CALIFORNIA, INC., by: TOWN OF LOS GATOS, by:
By: Debra o le, Town Manager
Title:
IN
Title:
Business Address
APPROVED AS TO FORM
TROY & GOULD
01107/0153 75953.3
RECOMMENDED BY:
Scott R. Seaman, Chief of Police
APPROVED AS TO FORM:
Or . Korb, Town Attorney
ATTEST:
i`
Marian . , os rove, Town Clerk
Town of Los Gatos
Page 1 of 2
Bud Lortz - FW: Montebello Parking Amendment
From: "George M Famous" <george @famousarchitects.com>
To: "Bud Lortz" <blortz @losgatosca.gov>
Date: 12/14/2009 8:50 AM
Subject: FW: Montebello Parking Amendment
CC: "Mark A Famous" <mark @famousarchitects.com >, "James Kalberer"
<j ames.kalberer @verizon.com>
Attachments: A02 Site Plan Revised Fence #3 Verizon Montebello Site Layoutl (1).pdf
Bud,
I wanted to follow up on Thursday's conversation regarding building permit(s) for the Verizon
Montebello project site. I'm sorry we missed you on Friday. I want to also thank you for helping
move the permit process forward. As discussed you wanted a statement further defining the scope of
work as it relates to the upper and lower parking lots.
As I understand it, Verizon has amended the parking lease agreement with the City of Los Gatos for
the upper lot to allow for secure parking for 2 backup engine generators. In addition to this work
Verizon would also like a portion of the lower lot to be fenced to provide secure parking for 4 Verizon
company vehicles. As proposed both parking areas have been designed to maintain the existing
traffic flow in and around the site. See attached exhibit for areas of work.
I have to limit the above by saying FDAInc was not involved with the amended parking agreement
negotiations and wants to make sure any documentation exchanged at this point does not affects the
terms defined by the amended parking agreement presented on December 1st
Let me know if you need more.
Can you also give me some indication of when the permit will be ready?
Thanks
GEORGE marion famous
p a r t n e r
FAMOUSdesigns architects inc.
www.famousarchitects.com
office 1510,428,1067
'''( ?'1'1� CLFr�k
t_CTH
FIRST AMENDMENT TO PARKING LOT LEASE ®RD __ . _
This First Amendment to Parking Lot Lease ( "First Amendment ") is qW this
17th day of March, 2003 (the "Effective Date ") by and between Verizon California Inc.
( "Landlord ") and Town of Los Gatos ( "Tenant ").
RECITALS
A. Landlord and Tenant entered into a Parking Lot Lease (the "Lease ") dated May
28, 2002 for the property located at 15 Montebello Way, Los Gatos, California (the "Premises "),
as more specifically shown on Exhibit "A" attached to the Lease.
B. The parties are now entering into this First Amendment ( "First Amendment ") to
Lease to modify the Lease as set forth herein. All capitalized terms not defined herein shall have
the same meaning they are given in the Lease.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Tenant and Landlord agree as follows:
1. Term. The first sentence of Section 3(a) of the Lease is hereby deleted and
replaced with the following: "The term of this Lease (the "Term ") shall commence on the date
that occurs sixty (60) days after notice from Tenant to Landlord that Tenant is prepared to
commence construction of the Tenant Improvements (as defined in Paragraph 4 below), but in no
event shall the Lease Term commence on a date later than December 1, 2003 (the
"Commencement Date" Y'
2. Sublease. Notwithstanding Section 7 of the Lease to the contrary, Tenant shall be
permitted to sublease the Premises with Landlord's prior written consent, which shall not be
unreasonably withheld, conditioned or delayed. In the event of any sublease, whether or not with
Landlord's consent, Tenant shall not be released or discharged from any liability, whether past,
present or future. Tenant's liability shall remain primary, and in the event of default by any
subtenant of Tenant in performance or observance of any of the covenants or conditions of the
Lease, Landlord may proceed directly against Tenant without the necessity of exhausting
remedies against said subtenant.
3. Landlord's Parking Area. Tenant is permitted to open the gate to and make use
of Landlord's Parking Area for special events, including the Sunday Farmer's Market and
Montebello Way road closures, without Landlord's consent; however, upon notice from
Landlord to Tenant to cease and desist use of Landlord's Parking Area, Tenant shall immediately
cease and desist from using Landlord's Parking Area. Landlord may give Tenant notice to cease
and desist utilizing Landlord's Parking Area in Landlord's sole discretion. When Tenant is
utilizing Landlord's Parking Area, Tenant shall be responsible for Landlord's Parking Area as if
such area where part of the Premises.
4. Effectiveness of Lease. All terms and provisions of the Lease shall remain in full
force and effect, except as expressly amended or modified hereby, and are hereby ratified and
01107/0153 75953.3
ATTACffiUNT 4
reaffirmed. In the event of any inconsistency between the provisions of this Amendment and the
provisions of the Lease, the provisions of this Amendment shall control.
5. Counterparts and Facsimile. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which taken together shall
constitute one and the same instrument. The parties acknowledge the validity of signatures by
facsimile.
6. Exhibit C. Section 1 of the Lease entitled Minimum Criteria for New Parking
Improvements is hereby deleted and replaced with the following: "As shown on Exhibit A and
Exhibit B, the Landlord's Parking Area shall consist of the area located within the boundary of
the Landlord's Parking Area as shown on said Exhibits. The number of conforming parking
spaces will be adjusted and constructed within the boundary based on specifications and
direction provided by the Landlord."
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
01107/0153 75953.3
Y,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
17th day of March, 2003.
LANDLORD: TENANT:
VERIZON CALIFORNIA, INC., by: TOWN OF LOS GATOS, by:
By: Debra o e, Town Manager
Title:
IC
Title:
Business Address
APPROVED AS TO FORM
TROY & OOULD
BY: -�---
Date 313(83
01 107/0153 75953.3
RECOMMENDED BY:
Scott R. Seaman, Chief of Police
APPROVED AS TO FORM:
Ow Korb, Town Attorney
ATTEST:
r
i� V41
*Mri Ws rove, Town Clerk
Town of Los Gatos
';/A