2002-094-Authorizing The Town Manager To Execute A Lease Agreement With Verizon Ca Inc For The Use Of The Parking Lot At 15 Montebello WayRESOLUTION 2002-94
RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
.AUTHORIZING THE TOWN.MANAGER TO EXECUTE A LEASE AGREEMENT WITH
VERIZON CALIFORNIA, INC. FOR THE USE OF THE PARKING LOT.LOCATED AT 15
MONTEBELLO WAY
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,. KAKU and Associates and Town staff have successfully .negotiated a lease
with Cushman and Wakefield on behalf of Verizon California, Inc. (Exhibit A),
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 lease agreementwith Verizon California, Inc,(Exhbit A) attached hereto, for
the use of their parking .lot.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Los
Gatos, California, held on the 17t" day of June, 2002 by the following vote:
COUNCIL MEMBERS:
AYES: Steven Blanton, Sandy Decker, Steve Glickman, Joe Przynski,
Mayor Randy Attaway.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MAYOR THE TO OF LOS GATOS
ATTEST: LOS GATOS, CALIF IA
`^a'lC~~~c~.
LOS GATOa, CALIFORNIA
CLERK OF THE TOWN OF S GATOS
~ ~F i. toe AL .~G~ 6R.' ~ L
I ~
PARKING LOT LEASE
This .Parking .Lot Lease ("Lease") is entered into this 28th day of May, 2002 (the
"Effective Date") by and between Verizon California Inc. ("Landlord") and Town of Los Gatos
("Tenant").
1: Leaser Landlord hereby ceases 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.
Ali 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 lb hereof, or to such other persons or at such
otherplaces as Landlord may designate in writing.
(b) Administrative Fee. Upon mutual execution of this Lease, Tenant shall
pay Landlord an administrative reirnbursernent 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 rnalce 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
O] 107/0153 60606,4
EXHIBIT A
. .
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 often 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 ofthe highest rate permitted bylaw 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 ofwritten notice from
Landlord that such Rent is overdue.
Term.
(a) Initial Term. The term ofthis 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 O~tion. Either party may elect to terminate this Lease
:effective anytime after the sixtieth (60t) month of the Term by providing no less than one
hundred and eighty (1$0) 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 ofthis 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 shah be completed no later than six (6) months after the
Commencement Date.
01107/0153.60606.4 3
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(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 I=Iazardous 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 Speciifications. 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 ofsuch 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
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demands, together with reasonable attorneys' fees and costs, incurred by .Landlord in :negotiating,
settling, defending, and otherwise protecting against ouch .liens, claims, and .demands.
(e) Temporary Parking. At all. time periods during the construction of the
new parking improvements on the .Property, Tenant shall provide Landlord with no less than
eleven (11) reserved parking spaces on the Property in a .location that is safe from construction
debris and damage.
5. Compliance with Law. Tenant hall; 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 occupaney~by
Tenant, or any other party, of the .Premises or the Tenant .Improvements, or the undertaking of
any Teriant Improvements (collectively, the "Laws").
6. Condition of the Premises/1VIantenance. The Premises are being delivered. to
Tenant in their current, "AS IS" condition without representation or warranty of any kind by
Landlord orany 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 %ntentional misconduct, Tenant shall indemnify, defend and hold
harmless Landlord and .its parent, subsidiaries, affiliates and each of their respective directors,
off cers, 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 1'esist and defend such action or proceeding
by counsel reasonably satisfactory to Landlord.
O1 L07/0153 60606:4
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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 havebeen 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 iri this Lease via aself-insurance pool of municipalities (the "ABAG Plan") so long_as
the ABAG .Plan has a net worth equal to or greater than $1 O,OD0,000.
(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 ']
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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 ~
/III
(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 ofany 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 ]oss 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 often 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 knot 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 ofthe 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 l o
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: Vernon California Inc., c/o Corporate .Real Estate, 112 .Lakeview Canyon,
Mailcode; CASOOCW, Thousand Oaks, CA 913b2. The following address shall be used for
notices to Tenant: Town Manager, 110 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 Dopy 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-anew 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 ofthis 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 erititled 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, aparty
who substantially obtains or defeats the relief ought, 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 1 1
20. Interpretation and Modification. Any conflict between the printed provisions
ofthis Lease and the typewritten or handwritten provisions shall be controlled by the typewritten
or handwritten provisions. Preparation ofthis Lease by either Landlord or Tenant or Landlord's
agent or Tenanf's agent and submission of same to Tenant or Landlord shall not be deemed an
offer fo 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 ofthis 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 ofthis 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 atigation 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 ofthe 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: TENANT:
BY~ By;
TITLE: ~ TITLE:
BY~ ~By:
TITLE: ~ TITLE:
Before executing this documen^ ~pleas~
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APPROVED AS TO FORM
01107/0153 60606.4 T COULD ~ ~~ ~- 12
By; Date:
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EXHIBIT A
THE PREMISES
'See attached.
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EXHIBIT B
:DIAGRAM OFNEW.PARHING 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; (cj eight (8) standard ten foot parking spaces; (d) a loading zone; and (e)
an area for a trash dumpster.
2, Tenant shall construct asix-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 VVay;
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.
$. 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
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