HomeMy WebLinkAboutAgreement - Santa Clara County Central Fire Protection District - Contract No. 25FD0049- Treehaven Fire Station
Page 1 of 14 4908-1734-4840v6 MTOSCANO\04706263
LEASE AGREEMENT
This Lease Agreement (“Lease”) is made and entered into as of July 1, 2025 (“Effective
Date”), by and between the Santa Clara County Central Fire Protection District, a dependent
special district (“Tenant” or “County Fire”), and The City of Gilroy, a California municipal
corporation (“Landlord” or “City”).
RECITALS
A. Landlord is the owner of certain real property and all structures, parking areas, and
improvements thereon located at 3050 Hecker Pass Road, Gilroy, California, (the
“Property”). The Property is generally known as Gilroy Gardens, a horticultural education
and theme park. The Property also includes the Treehaven Fire Station in the location
described below as the Premises.
B. Pursuant to that certain Single Tenant Lease between the City and Gilroy Gardens Family
Theme Park, Inc., a Delaware nonprofit corporation formerly known as “Bonfante
Gardens, Inc.” (“Gilroy Gardens Inc.”) dated February 28, 2008, and subsequent
extensions and amendments thereto (collectively, the “Gilroy Gardens Lease”), the
Property has been leased by the City to Gilroy Gardens Inc. Pursuant to that certain Lease
Agreement between Gilroy Gardens Inc., as sublandlord, and the South Santa Clara County
Fire District, as subtenant (“South County Fire District”) with an effective date of July 1,
2012, and subsequent extensions and amendments thereto (collectively, the “South County
Fire Treehaven Lease”), the Premises have been subleased by Gilroy Gardens Inc. to the
South County Fire District.
C. Effective July 1, 2025, County Fire will be responsible for providing emergency services
in the territory formerly served by the South County Fire District. On April 2, 2025, the
Local Agency Formation Commission of Santa Clara County (LAFCO) approved the
dissolution of the South County Fire District and the annexation of its territory into County
Fire. On May 16, 2025, the Executive Officer of LAFCO filed a certificate of completion
for the dissolution and annexation with an effective date of July 1, 2025. Consistent with
state law, LAFCO ordered that County Fire shall serve as the successor agency to the South
County Fire District, and all rights, responsibilities, functions, real and personal property,
vehicles, and equipment of the South County Fire District, including the operations of the
Treehaven Fire Station, will transfer to County Fire, as the successor agency, on July 1,
2025.
D. Pursuant to that certain Amendment Removing the Treehaven Fire Station from the
Premises, dated and effective as of June 23, 2025, the City and Gilroy Gardens Inc.
amended the Gilroy Gardens Lease to remove the Premises therefrom. Because the South
County Fire Treehaven Lease is expressly made subject and subordinate to the Gilroy
Gardens Lease, the South County Fire Treehaven Lease automatically terminated on
June 23, 2025, consistent with the amendment described above.
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 2 of 14 4908-1734-4840v6 MTOSCANO\04706263
E. To maintain critical emergency services as the South County Fire District’s successor
agency, County Fire shall assume occupancy of the Premises and the Treehaven Fire
Station and control of all South County Fire District property and equipment within the
Treehaven Fire Station on July 1, 2025. Because the South County Fire Treehaven Lease
terminated on June 23, 2025, it will not transfer to County Fire as the South County Fire
District’s successor agency.
F. As a result of the above, the City and County Fire desire to enter into this Lease for the
Premises, effective July 1, 2025, and subject to the terms specified below.
AGREEMENT
Landlord and Tenant, in consideration of the covenants and agreements contained herein,
agree as follows:
1. LEASE.
Landlord hereby leases unto Tenant, and Tenant hereby leases from Landlord, the
Premises, upon and subject to the covenants, agreements, terms, conditions, limitations,
exceptions, and reservations of this Lease. The “Premises” shall consist of the following: The Fire
Station, commonly known as the Treehaven Fire Station, located at 3050 Hecker Pass Road,
Gilroy, California, consisting of approximately 2,100 square feet of space inside the building, the
land immediately surrounding such building—which includes a minimum of five (5) parking
spaces on site for public and staff—and the driveway immediately adjacent to the building, all as
depicted on Exhibit A attached hereto and made a part hereof.
2. USE OF PREMISES.
The Premises shall be used exclusively (i) as a fire station and (ii) for the delivery of
emergency response and firefighting services, and ancillary uses thereto. Failure to maintain such
use on the Premises shall be considered a breach of this Lease and shall be sufficient cause for
Landlord to terminate this Lease. Tenant may utilize the common areas of the Property for ingress
and egress to and from the Premises.
3. TERM.
This Lease shall be on a month-to-month basis and shall commence on the Effective Date.
Landlord or Tenant may terminate this Lease at any time by providing the other party with at least
thirty (30) days advance written notice of such party’s election to terminate this Lease and
specifying the termination date.
4. RENT.
The rent shall be three thousand dollars ($3,000.00) per month. All payments are due
monthly in advance on or before the first day of each month.
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 3 of 14 4908-1734-4840v6 MTOSCANO\04706263
5. TAXES.
Landlord shall pay any and all property taxes and assessments imposed upon the Premises;
provided, however, that Tenant shall pay any and all property taxes that may be assessed against
its personal property.
6. INDEMNIFICATION AND INSURANCE.
(a) Pursuant to Government Code Section 895.4, each of the parties hereto shall
fully indemnify and hold each of the other parties, their officers, employees, and agents, harmless
from any damage or liability imposed for injury (as defined in Government Code Section 810.8)
occurring by reason of negligent acts or omissions or willful misconduct of the indemnifying party,
its officers, employees or agents, under or in connection with any work performed or authority
delegated to such party under this Lease while that party, its officer, employee or agent remains
under the direct supervision of its respective jurisdiction. No party, nor any officer, employee or
agent thereof, shall be responsible for any damage or liability occurring by reason of the negligent
acts or omissions or willful misconduct of the other parties hereto, their officers, employees or
agents, under or in connection with any work performed or authority delegated to such other parties
under this Lease, subject to the other provisions of this Lease.
(b) Without limiting the foregoing in any way, each party to this Lease shall
maintain at its own expense, during the term of this Lease, a policy of commercial general liability
insurance or, with respect to Tenant, a funded self-insurance program in amounts of not less than
two million dollars ($2,000,000) per occurrence and three million dollars ($3,000,000) in the
aggregate for bodily injury, personal injury and five hundred thousand dollars ($500,000) for
property damage, and shall furnish to the other, on request, a certificate of such insurance or self-
insured program. Each party shall cause its insurance broker to endeavor to notify the other party
of any cancellation or material amendment to the coverage herein.
(c) Tenant shall provide and pay for all fire and extended coverage insurance
for the Premises under this Lease, excluding earthquake coverage. Tenant shall provide insurance
coverage for its own contents, improvement and betterments. Except as may be specified
elsewhere in this Lease, Landlord and Tenant hereby mutually waive any right of recovery from
the other in the event of damage to the Premises or property of either caused by acts of God, perils
of fire, lightning, and the extended coverage perils as defined in insurance policies and forms
approved for use in the State of California. Each party shall obtain any special endorsements, if
required by the insurer, to evidence compliance with the aforementioned waiver.
7. UTILITIES.
Tenant shall pay for all utilities and other municipal services required for the conduct of
operations at the Premises and shall pay all charges incurred for such services. Notwithstanding
the foregoing, the Landlord shall be responsible for the cost of maintaining and servicing the septic
system for the Premises.
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 4 of 14 4908-1734-4840v6 MTOSCANO\04706263
8. JANITORIAL.
Tenant shall provide all janitorial services and supplies needed for operation of the fire
station on the Premises.
9. MAINTENANCE AND REPAIR.
Except as otherwise provided in this Lease, Tenant shall maintain the exterior and interior
of the Premises in good order, condition, and repair, including painting of all surfaces, pest control,
garbage removal, weed abatement, HVAC (including but not limited to, periodic maintenance,
filter changes, service and repair or replacement of equipment, ductwork, grills and registers), hot
water heater, and maintenance and replacement, if needed, of plumbing fixtures, and floor
coverings, and will be responsible for moving furniture to facilitate any painting or floor work.
Landlord shall be responsible for pre-existing contamination, structural repair, maintenance and
repair of septic systems (including septic tank, pump chamber, secondary treatment cistern, and
dispersal field), and parking lot repair. Landlord shall comply with all building code, health code
and fire safety requirements, including, but not limited to, the provisions of the Americans with
Disabilities Act. Tenant shall notify Landlord when repairs to the Premises are required. Tenant
shall be responsible for any damage or destruction of the Premises caused by Tenant, its officers,
agents, employees and invitees, including, but not limited to, the repair of toilet blockages and
windows and window screens that are broken by Tenant, its officers, agents, employees and
invitees. Tenant shall be responsible for damage or destruction caused by hazardous materials
stored or released by Tenant.
10. DESTRUCTION.
Tenant shall be responsible for any destruction of the Premises caused by its officers,
employees, agents or clients.
11. ALTERATIONS.
Tenant may make alterations to the Premises with the written consent of Landlord, not to
be unreasonably withheld. Landlord hereby approves the tenant improvements listed in Exhibit B,
attached hereto. Landlord shall promptly review additional requests for proposed tenant
improvements to be constructed or installed at Tenant’s expense. Except as otherwise mutually
agreed to by the parties, Tenant may remove such alterations upon expiration of this Lease,
provided that Tenant restores the Premises to its original condition as of the Effective Date, less
reasonable wear and tear. Tenant shall, at all times, permit notices of non-responsibility to be
posted by Landlord and to remain posted until the completion of Landlord approved alterations.
Any alterations made by Tenant shall be done in a first-class professional manner, according to
plans and specifications approved by Landlord, which approval shall not be unreasonably
withheld. Tenant’s contractors shall be insured with warranty of workmanship and, for projects
estimated to cost greater than $60,000, shall be bonded. All such work shall be done in compliance
with all applicable laws, regulations and rules, whether local, state or federal, and with all rules
and regulations of the Pacific Fire Rating Bureau or similar insurance body.
Tenant shall not be responsible for existing improvements or alterations made to the
Premises by Tenant’s predecessor in interest pursuant to the South County Fire Treehaven Lease,
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 5 of 14 4908-1734-4840v6 MTOSCANO\04706263
including but not limited to the generator automatic transfer switchgear located in the apparatus
bay, the folding murphy-style bed installed in the captain’s office, and the connex container and
related foundation to the west of the station.
12. WAIVER.
The failure of Landlord or Tenant to insist upon strict performance of any of the terms,
covenants or conditions of this Lease shall not be deemed a waiver of any right or remedy that
Landlord or Tenant may have, and shall not be deemed a waiver of their right to require strict
performance of all terms, covenants or conditions. The subsequent acceptance of rent hereunder
by Landlord shall not be deemed a waiver of any preceding breach by Tenant of any term, covenant
or condition of this Lease.
13. ASSIGNMENT AND SUBLETTING.
(a) Transfers. Tenant shall not (without the prior written consent of Landlord,
which consent shall not be unreasonably withheld) assign, sublet, or otherwise transfer, this Lease
or any interest hereunder, or enter into any license or concession agreements or otherwise permit
the occupancy or use of the Premises (or any part thereof) by any persons other than Tenant’s
employees (each a “Transfer”). In the event of any Transfer, Tenant shall remain fully and
primarily liable for each and every obligation on the part of “Tenant” to be performed or observed
for the term of this Lease. Any Transfer made without Landlord’s prior consent shall, at
Landlord’s option, be void and shall, at Landlord’s option, constitute a breach of this Lease.
Notwithstanding anything to the contrary in this Lease, if Tenant claims that Landlord has
unreasonably withheld its consent under this Section 13, Tenant’s sole remedy shall be declaratory
judgment and an injunction for the relief sought without any monetary damages, and Tenant hereby
waives all other remedies, including, without limitation, any right provided under California Civil
Code Section 1995.310 or other applicable laws to terminate this Lease based on a claim that
Landlord unreasonably withheld its consent under this Section 13.
(b) Profit. With respect to any Transfer, Tenant shall pay Landlord an amount
equal to one hundred percent (100%) of any Profit (defined below). As used herein, “Profit” means
(i) in the case of an assignment of this Lease, any consideration (including payment for leasehold
improvements) paid by the assignee for such assignment of this Lease and (ii) in the case of a
sublease, license or other occupancy or use agreement, for each month of the term of such
agreement, the amount by which all rent and other consideration paid by the transferee to Tenant
pursuant to such agreement (less all reasonable and customary expenses directly incurred by
Tenant on account of such agreement, including brokerage fees, legal fees, and construction costs,
as amortized on a monthly, straight-line basis over the term of such agreement) exceeds the rent
payable by Tenant hereunder. Payment of the Profit shall be made (A) in the case of an assignment,
within ten (10) days after Tenant receives the consideration described above, and (B) in the case
of a sublease, license or other occupancy or use agreement, for each month of the term of such
agreement, within five (5) business days after Tenant receives the rent and other consideration
described above.
(c) Effect of Consent; Effect of Default. If Landlord consents to a Transfer, (i)
such consent shall not be deemed a consent to any further Transfer, (ii) Tenant shall deliver to
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 6 of 14 4908-1734-4840v6 MTOSCANO\04706263
Landlord, promptly after execution, an executed copy of all documentation pertaining to the
Transfer in form reasonably acceptable to Landlord, and (iii) Tenant and such transferee shall
execute Landlord’s tri-party consent document and/or any other applicable documentation to
memorialize Landlord’s consent to such Transfer. In the case of an assignment, the assignee shall
assume in writing, for Landlord’s benefit, all of Tenant’s obligations hereunder. No Transfer, with
or without Landlord’s consent, shall relieve Tenant or any guarantor hereof from any liability
hereunder. If Tenant fails to make any payment of rent or any other payment required hereunder
for a period of fifteen (15) days after written notice demanding payment, Landlord is irrevocably
authorized to direct any transferee under any sublease, license, or other use or occupancy
agreement to make all payments under such agreement directly to Landlord (which Landlord shall
apply towards Tenant’s obligations hereunder) until such default is cured.
14. DAMAGE TO PREMISES OR CONDEMNATION.
(a) If, in Landlord’s reasonable discretion, the Premises shall be so damaged
by fire, casualty or other cause that substantial alteration or reconstruction shall be required,
Landlord may, at its option, terminate this Lease by giving Tenant written notice of termination
within ninety (90) days after the date of such damage. In such case, the rent shall be abated as of
the date of such damage and the parties shall have no further obligations under this Lease, except
for those that expressly survive the expiration or termination of this Lease.
(b) If Landlord does not so elect to terminate this Lease, the Premises shall be
promptly restored by Landlord to its previous condition and made safe, and a reasonable and
corresponding proportion of the rent shall abate until the Premises shall be restored and put in
proper condition for use and occupancy; provided, however, that should the Premises not be
restored to its former condition and made safe within one hundred and twenty (120) days after
Landlord’s receipt of any permits required to effect the repairs, or within one hundred and eighty
(180) days after the date of such damage whichever shall first occur, Tenant may, at its option,
cancel and terminate this Lease. If so terminated, any rent paid in advance by Tenant shall be
refunded to it; provided, however, that Landlord shall not be responsible for delays outside of its
control.
(c) Landlord shall not be required to rebuild, repair or replace any of Tenant’s
furniture, furnishing, fixtures or equipment removable by Tenant under the provisions of this
Lease, nor shall Landlord be required to make repairs at a cost in excess of its insurance proceeds
or applicable self-insurance requirements. Landlord shall not be liable for any inconvenience or
annoyance to Tenant. Notwithstanding the foregoing, however, if the Premises are damaged as a
result of the negligence of Tenant or any of Tenant’s agents, employees or clients, the rent shall
not be diminished during the repair of such damage, and Tenant shall be liable to Landlord for the
cost and expense of the repair and restoration of the Premises and building in which a portion of
the Premises are located, to the extent such cost and expense are not covered by insurance
proceeds.
(d) Condemnation of a portion or all of the Premises by any authority or person
having jurisdiction to do so, rendering the same unfit for the purpose for which leased, shall entitle
either Landlord or Tenant, at the option of either, to cancel and terminate this Lease, in its entirety,
at any time after entry of a final order of condemnation or an order of possession. Upon such
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 7 of 14 4908-1734-4840v6 MTOSCANO\04706263
cancellation and termination, any rent paid in advance by Tenant shall be refunded to it. Tenant
shall have the right to claim and recover from the condemning authority such compensation as
may be separately awardable to it in its own right for damage to its fire prevention operations
resulting from such taking by eminent domain.
15. QUIET POSSESSION.
Upon Tenant paying the rent and observing and performing all of the terms, covenants and
conditions on Tenant’s part to be observed and performed, Tenant shall have quiet possession of
the Premises for the entire term hereof.
16. INTENTIONALLY OMITTED.
17. WATER.
Tenant shall cooperate with Landlord in adhering to any water rationing programs
mandated by law.
18. BREACH AND REMEDIES.
(a) Tenant’s Breach — The occurrence of any one or more of the following
events shall constitute a breach of this Lease by Tenant:
(1) The vacation or abandonment of the Premises by Tenant;
(2) The failure of Tenant to make any payment of rent or any other
payment required hereunder for a period of fifteen (15) days after written notice demanding
payment; or
(3) The failure of tenant to observe, perform or comply with any of the
terms, covenants and conditions of this Lease for a period of thirty (30) days after written notice,
unless otherwise noted herein; provided, however, that in the event such breach cannot be cured
within a thirty (30) day period, Tenant shall not be considered in breach of this Lease if Tenant
has, within said thirty (30) days, diligently commenced to cure the breach and thereafter prosecutes
and cures the same to completion.
(b) Landlord’s Remedy — In the event of Tenant’s breach of this Lease,
Landlord may terminate Tenant’s right to possession by any lawful means. Landlord shall have
all remedies available at law or in equity. If Tenant breaches this Lease and abandons the Premises
before the end of the term, or Tenant’s right to possession is terminated by Landlord because of a
breach of this Lease, Landlord may recover from Tenant all damages suffered by Landlord as a
result thereof, including, but not limited to, the worth at the time of the award (computed in
accordance with paragraph (3) of subsection (a) of section 1951.2 of the California Civil Code) of
the amount by which the rent then unpaid for the balance of the term, exceeds the amount of such
loss of rent for the same period which Tenant proves could have reasonably been avoided or
mitigated by Landlord; provided, however, that if Tenant abandons the Premises following such
breach, this Lease shall nevertheless continue in full force and effect until Landlord terminates
Tenant’s right of possession. Until such termination, Landlord may enforce its right to recover the
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 8 of 14 4908-1734-4840v6 MTOSCANO\04706263
rent from Tenant as it becomes due as set forth in section 1951.4 of the California Civil Code. The
“worth at the time of the award,” within the meaning of subsections (a)(1) and (a)(2) of section
1951.2 of the California Civil Code, shall be computed by allowing interest at the rate of ten
percent (10%) per annum.
(c) Landlord’s Breach and Tenant’s Remedy — In the event of Landlord’s
breach of any of the terms, covenants and conditions of this Lease, Tenant shall have no rights
against Landlord unless Tenant has given written notice to Landlord specifying the breach, and
Landlord has failed for a period of thirty (30) days following such notice to cure the breach;
provided, however, that (i) in the event such breach cannot be cured within a thirty (30) day period,
Landlord shall not be considered in breach of this Lease if Landlord has, within said thirty (30)
days, diligently commenced to cure the breach and thereafter prosecutes and cures the same to
completion and/or (ii) if Landlord fails to cure the breach within said thirty (30) day period (or
such longer period described in subsection (i) above), any mortgagee and/or trust deed holder shall
have an additional thirty (30) days within which to cure the breach. If such breach cannot be cured
within the stated times, Landlord, any mortgagee or trust deed holder shall have such additional
time as may reasonably be necessary, provided that Landlord, any mortgagee or trust deed holder
has commenced and is diligently pursuing the remedies necessary to cure such breach, including,
without limitation, commencement of foreclosure proceedings. In such case, this Lease shall not
be terminated while such remedies are being pursued. Tenant, upon written notice to Landlord and
lapse of the aforesaid cure periods, shall have all rights and remedies available at law or in equity,
including the right to terminate this Lease and the right to cure such default with all reasonable
sums expended by Tenant in effecting such cure due and payable by Landlord to Tenant within
thirty (30) days of Tenant's written demand accompanied by reasonable documentation
substantiating such sums.
19. NOTICE.
Any notices required to be given hereunder, or which either party may wish to give, shall
be personally delivered, or delivered by certified or registered mail, postage prepaid, addressed as
follows:
To Landlord: The City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
To Tenant: Fire Chief
Santa Clara County Central Fire Protection District
1315 Dell Avenue
Campbell CA 95008
Or to such other place as Landlord or Tenant may designate by written notice. Notice
shall be considered effective when personally delivered or two (2) business days after deposit in
the mail.
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 9 of 14 4908-1734-4840v6 MTOSCANO\04706263
20. LANDLORD’S ENTRY ONTO PREMISES.
Landlord and its authorized representatives shall have the right to enter onto the Premises
upon twenty-four (24) hours’ advance written notice (except in case of emergency, where no prior
notice shall be required) at all reasonable times for any of the following purposes:
(a) To do any necessary maintenance and to make any restoration or
improvements to the Premises, or to the building of which the Premises are a part, that Landlord
has the right or obligation to make;
(b) To serve, post or keep posted any notices required or allowed under this
Lease;
(c) To post “for sale” signs at any time during the term, to post “for rent” or
“for lease” signs during the last six (6) months of the term or during any period while Tenant is in
breach; or
(d) To show the Premises to prospective brokers, agents, buyers, tenants or
persons interested in an exchange, at any time during the term.
Landlord and its authorized representatives shall have the right to enter onto the Premises
upon twenty-four (24) hours’ advance written notice to determine whether the Premises are in
good condition and whether Tenant is complying with its obligations under this Lease. Landlord
shall use commercially reasonable efforts to conduct its activities on the Premises as allowed in
this paragraph in a manner that will cause the least possible inconvenience, annoyance or
disturbance to Tenant and to minimize any material disruption of Tenant’s use of and access to the
Premises as a result of any entry. Tenant shall have the right to have a representative present during
any entry by Landlord.
21. ESTOPPEL CERTIFICATE.
Upon request, Tenant shall execute and deliver to Landlord, upon not less than fifteen (15)
days’ written notice, a statement in writing certifying that this Lease is unmodified and in full force
and effect or, if modified, stating the nature of such modification, the date to which the rent and
other charges are paid in advance, if any, and acknowledging that there are not, to Tenant’s
knowledge, any uncured breaches on the part of Landlord hereunder, or specifying such breaches
as is claimed. Any such statement may be conclusively relied upon by any prospective purchaser
or encumbrancer of the Premises. Tenant’s failure to deliver such statement within the time
allowed shall be conclusive upon Tenant that this Lease is in full force and effect, without
modification, except as may be represented by Landlord; that there are no uncured breaches in
Landlord’s performance; and that no more than one (1) month’s rent has been paid in advance.
22. MISCELLANEOUS.
(a) Captions — The captions of the paragraphs of this Lease are for
convenience only and shall not be deemed relevant in resolving any question of interpretation or
construction of any such paragraph.
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 10 of 14 4908-1734-4840v6 MTOSCANO\04706263
(b) Time — Time is of the essence in this Lease, and as to each and every term,
covenant and condition contained herein.
(c) Successor and Assigns — All of the terms, covenants and conditions of this
Lease shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors,
administrators, successors and assigns.
(d) Landlord’s Personal Liability — The liability of Landlord to Tenant for any
breach by Landlord of any of the terms, covenants and conditions of this Lease shall be limited to
the interest Landlord and its present and future partners have in the Premises for the recovery of
any judgment against Landlord.
(e) Severability — Any of the terms, covenants or conditions of this Lease
proven to be invalid, void or illegal shall in no way affect, impair or invalidate any of the other
terms, covenants and conditions, and they shall remain in full force and effect.
(f) Choice of Law; Venue — This Lease shall be construed and interpreted
according to the laws of the State of California, excluding its conflict of law principles. Proper
venue for legal actions will be exclusively vested in a state court in the County of Santa Clara. The
parties agree that subject matter and personal jurisdiction are proper in state court in the County of
Santa Clara, and waive all venue objections.
(g) Warranty of Authority — Each person executing this Lease on behalf of a
party represents and warrants that such person is duly authorized to bind the entity it purports to
bind, and if such party is a partnership, corporation, public agency or trustee, that such partnership,
corporation public agency or trustee, has full right and authority to enter into this Lease and
perform all of its obligations hereunder.
(h) Execution by Counterpart — This Lease may be executed in one or more
counterparts, each of which will be considered an original, but all of which together will constitute
one and the same instrument.
(i) Relationship of Parties — The parties acknowledge and agree that nothing
set forth in this Lease shall be deemed or construed to render the parties as joint venturers, partners,
associations, master-servant, agents, a joint enterprise, employer-employee or lender-borrower.
Landlord shall have no authority to employ any person as employee or agent on behalf of Tenant
for any purpose. Neither Landlord nor any person using or involved in or participating in any
actions or inactions relating to the Premises or this Lease shall be deemed an employee or agent
of Tenant, nor shall any such person or entity represent himself, herself or itself to others as an
employee or agent of Tenant. Landlord’s status, as well as the status of its officers, agents or
employees, including personnel in the administration and performance under this Lease, shall be
in an independent capacity and not as an employee or agent of Tenant.
(j) No Third-Party Rights — The parties do not intend to create rights in, or to
grant remedies to, any third party as a beneficiary of this Lease or of any duty, covenant, obligation,
or undertaking established herein. This Lease shall not be construed as nor deemed to be an
agreement for the benefit of any third party or parties, and no third party or parties shall have any
right of action herein for any cause whatsoever.
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 11 of 14 4908-1734-4840v6 MTOSCANO\04706263
(k) Recitals and Exhibits — All the Recitals set forth above and the exhibits
and attachments referenced in this Lease are incorporated into and made a part of this Lease. The
following are the Exhibits attached to this Lease:
Exhibit A – Premises Map
Exhibit B – Approved Tenant Improvements
23. ENTIRE AGREEMENT.
This Lease, along with any exhibits and attachments, constitutes the entire agreement by
and between the parties relative to this Lease of the Premises, and this Lease and any exhibits and
attachments may be altered, amended or revoked only by an instrument in writing signed by both
parties. Any and all prior oral or written agreements by and between the parties and their agents or
representative relative to this Lease of the Premises are revoked and extinguished by this Lease.
[Signatures Appear on the Following Page]
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 12 of 14 4908-1734-4840v6 MTOSCANO\04706263
IN WITNESS WHEREOF, the parties have executed this Lease Agreement as follows:
LANDLORD: TENANT:
THE CITY OF GILROY SANTA CLARA COUNTY CENTRAL FIRE
a California municipal corporation PROTECTION DISTRICT,
a dependent special district
By: By:
Name: Name:
Title: Title:
APPROVED AS TO FORM: APPROVED AS TO FORM AND LEGALITY:
By:_________________________ By:_________________________
Name: ______________________ Name: ______________________
Its: City Attorney Its: Deputy County Counsel
ATTESTATION:
By:_________________________
Name: ______________________
Its: City Clerk
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 13 of 14 4908-1734-4840v6 MTOSCANO\04706263
EXHIBIT A
The Premises
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166
Page 14 of 14 4908-1734-4840v6 MTOSCANO\04706263
EXHIBIT B
APPROVED TENANT IMPROVEMENTS
1. Install outdoor barbecue island behind the station.
2. Place three (3) 8X20’ temporary modular containers to house fitness equipment and
turnouts.
3. Add surveillance camera in engine parking area. Camera will be a wireless “ring camera”
style video surveillance camera for added security.
4. Add station alerting speakers and video displays inside the station. The speakers are
approximately 8 inches wide and weigh less than 15 ounces. They require CAT 6 cable
returning to the server rack.
5. Add signage to identify “Santa Clara County Fire Department” and to restrict public
access to the Premises.
6. Install portable emergency generator behind the station near air handler.
7. Install apparatus covers to shelter equipment parked outside from the elements.
Docusign Envelope ID: 5FC4D45F-B78C-4147-AE66-2C94DAAA9166