(6) CITY ATTORNEY'S OFF,
Approved as to form:
BLUE ROUTE SHEET - CITY COUNCIL APPROVAL NOT REQUIRED
From/Department Originating: Pa Date Submitted: L i //6.5 Return To: at--) 01'1 (1) Indicate signature authority:
• City Manager Signature Authority per Ordinance 1941 (CC Action - June 16, 2015) [Electric, Water and Sewer Service Agreements with a Value of $150,000 or Less] • City Manager Signature Authority per Ordinance 1941 (CC Action - June 16, 2015) [All Other Service Agreements with a Value of $100,000 or Less] El City Manager Signature Authority per Resolution 6603 (CC Action - July 13, 1999) [Miscellaneous Agreements including Confidentiality Agreements] • City Manager Signature Authority per Resolution 5600 (CC Action - May 28, 1991) [Miscellaneous Agreements]
• Chief of Police Signature Authority per Resolution 6000 (CC Action - April 4, 1995) [Miscellaneous Police Agreements]
X Other: 014.?0, fil//na_sair . ged7v22- 21Z--uLa_ (2) Document: c&CA0f2d- &i-en61,r) Athq anieJr- [NAME OF DOCUMENT AND ANTRACTOR/ VIER PANAY (3) Insurance is in compliance per attached EBIX printout [NOTE: IF INSURANCE IS NOT IN COMPLIANCE, AGREEMENT WILL BE RETURNED ANIUIOT ROUTVI-F912 CITY SIGN4TURES] (4)
(5)
Department head originating agreement:
FINANCE DEPARTMENT
Certified as to availability of funds:
Account Number to be charged: Op/ - /72/1 - 5 -- F76,66 — (7) c/9 4,1 a) Original Contract
(1.
Amount/Chair Order Contingency (include prior amendment(s), if applicable):
$ C) 4/02 deilla_ir [NOT TO EXCEED CONTRACT DOLLAR AMOUNT] b) All Previous Change Order Amounts (if applicable):
c) Current Amendment/Change Order Amount (if applicable):
'[NOT TO EXCEED CONTRACT DOLLAR AMOUNT]
d) Total: $1. 2 07t-e- diaair [(a), (b), and (c) for Agreements, or (b) and (c) for Change Orders] NOTE: AGREEMENTS OVER $100K/CHANGE ORDERS OVER THE CONTINGENCY REQUIRE COUNCIL APPROVAL City Attorney's Office Assignment Number: /8 o
(5) CITY CLERK'S OFFICE
Att7d: original(s) copy(ies)
Date:
II"ransmit the attachedrfiginal) copy to contractor
,---fully executed original on file in City Clerk's Office Date Processed by Clerk's Office:
S:\Attorney\BIue Route Sheet Form 9-1-15.docx— PRINT TWO-SIDED ON BLUE PAPER Scope of Services: [BRIEFLY SUMMARIZE THE SCOPE OF WORK/PURPOSE OF DOCUMENT] ,aKei 1-1 opf
(1)
CITY MANAGER REQUIRED INFORMATION
b (S
(2)
Tei-m of Agreement: LTO/Z-e.-. „7-61S
[START DATE AND END DATE OILTHE AGREEMENT/DOCUMENT]
(3) VENDOR SELECTION PROCESS: Check the box that describes how you selected the vendor:
Note: The Informal Selection Process Requires that at least three Contractors/Vendors are solicited for a quotation by any means available. The Formal Selection Process requires that at least three written competitive proposals are obtained. Award decisions for service contracts exceeding $50,000 that are not awarded to the lowest bidder shall be maintained as part of the record of transaction (completion plus 5 years). Records of solicitation must be maintained as part of the record of transaction (2 years), Informal Selection Process
Selection Process for Agreements with a value of $50,000 or less Selection Process for Electric, Water or Sewer Utility Agreements with a value of $150,000 or less Foinial Selection Process:
III Selection Process for Agreements with a value over $50,000 for City Departments excluding Electric, Water or Sewer Utilities
Other: (i.e., sole source, licensed professional, etc.) (4) HISTORY:
Has the depai Latent retained the same contractor for similar services in last 5 years? [XYES [If yes, complete following]
7 NO [If no, no further infoi nation required]
Term of Agreement: ',,TtUtt
7-r)4 1,-,3 cr
[START DATE AND END DATE OF THE-AGREEMENT/DOCUMENT]
Contract Amount: $ /. di)) )
CMO USE ONLY
CEIVED
Ay 012010
Office et the City Macao.
City of Santa Clara
S: \Attomey \Blue Route Sheet Form 9-1-15.docx — PRINT TWO-SIDED ON BLUE PAPER 2
CITY CLERK FILE COPY
SECOND EXTENSION OF SHOPPING CENTER LEASE
THIS SECOND EXTENSION OF SHOPPING CENTER LEASE (this
"Second Extension"), dated as of June 1 2018, is entered into by and between RMV HOLDINGS, L.P., a Delaware limited partnership ("Landlord"), and THE CITY OF SANTA CLARA, a chartered municipal corporation ("Tenant"), with reference to the following facts:
RECITALS
WHEREAS, Landlord (as successor-in-interest to Rivermark Village LLC, a California limited liability company) and Tenant entered into that certain Shopping Center Lease dated January 28, 2003 (the "Original Lease"); as supplemented by that certain "Proposal to Lease Renewal — Tenant Approval" dated August 10, 2012 (the "First Extension"; the Original Lease, as supplemented by the First Extension, is referred to herein as the "Lease"), for the lease of certain premises commonly known as 3992 Rivermark Plaza (the "Premises"), consisting of approximately 2,500 square feet of space in that certain shopping center commonly known as Rivermark Village Shopping Center, Santa Clara, California 95054 (the "Shopping Center"), which Premises is more particularly described in the Lease; WHEREAS, the Term was extended pursuant to the First Extension for a period of five (5) years commencing June 1, 2013 (the "First Extended Term Commencement Date"), and expiring May 31, 2018 (the "First Extended Term Expiration Date"; the period from the First Extended Term Commencement Date until the First Extended Term Expiration Date is referred to hereinafter as the "First Extended Term"); and
WHEREAS, Landlord and Tenant desire to enter into this Second Extension in order to, among other things, (a) extend the Term of the Lease, (b) confirm the Minimum Rent to be paid by Tenant during the Second Extended Term (as defined below), and (c) further amend, modify and supplement the Lease as set forth herein.
NOW, THEREFORE, pursuant to the foregoing, and in consideration of the mutual covenants and agreements contained herein and in the Lease, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:
1. Recitals. The Recitals set forth above are incorporated herein as though set forth in full hereafter.
2. Definitions. Unless the context clearly indicates otherwise, all initially capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Lease. Unless the context clearly indicates otherwise, all references to the "Lease" in the Lease and this Second Extension shall hereinafter be deemed to refer to the Lease, as amended hereby.
3. Extension of Term. Landlord and Tenant acknowledge that the First Extended Term of the Lease is scheduled to expire on May 31, 2018. Notwithstanding anything to the contrary contained in the Lease, Landlord and Tenant agree that the Term of the Lease is 32728.000 - 206324.2
hereby extended for an additional five (5) year period commencing June 1, 2018 (the "Second Extended Term Commencement Date"), and expiring May 31, 2023 (the "Second Extended Term Expiration Date"; the period from the Second Extended Term Commencement Date until the Second Extended Term Expiration Date is referred to hereinafter as the "Second Extended Term"), unless sooner terminated in accordance with the terms of the Lease. Any reference in the Lease to the "Term" or "Lease Term" or words of similar import shall mean the Term, as extended by the Second Extended Term, unless the context clearly indicates otherwise. Tenant shall have no right or option to extend or otherwise renew the Term beyond the Second Extended Term Expiration Date; accordingly, the second and third rows of the table set forth in Section 1.7 of the Original Lease and Sections 1.14, 3.5, 3.6 and 3.7 of the Original Lease are hereby deleted in their entirety and shall be of no further force or effect.
4. Minimum Rent. Notwithstanding anything to the contrary contained in the Lease, in addition to all other amounts due and payable by Tenant under the Lease to be paid in the manner specified therein or herein, including, without limitation, Additional Rent, Tenant shall continue to pay, commencing on the Second Extended Term Commencement Date and continuing throughout the Second Extended Term, in the manner specified in the Lease, Minimum Rent for the Premises in the amount of One and 00/100 Dollars ($1.00) per annum.
5. Notices. Notwithstanding Section 1.10 of the Basic Lease Provisions or Section 21.6 of the Original Lease to the contrary, whenever notice or demand is required or permitted under the Lease, for such notice or demand to be effective as to Landlord, such notice or demand must be made in writing and shall be deemed made upon receipted personal delivery or when sent (whether actually received or not) by express mail or by registered or certified mail, postage prepaid, return receipt requested, or by regionally or nationally recognized overnight courier, addressed to Landlord as follows (which addresses for Landlord set forth below shall be in lieu of any notice address(es) for Landlord set forth in the Original Lease):
RMV Holdings, L.P.
c/o Clarion Partners
601 Figueroa Street, Suite 3600
Los Angeles, CA 90017
Attention: Retail Asset Manager
with a copy to:
Colliers International
1850 Mt. Diablo Boulevard, Suite 200
Walnut Creek, California 94596
6. Broker. Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with this Second Extension, other than Colliers International ("Broker"), whose commission (if any) shall be the responsibility of Landlord pursuant to a separate written agreement, and that they know of no other real estate broker or agent who is entitled to a commission in connection with this Second Extension. Each party agrees to indemnify and defend the other party against and hold the other party harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, and 32728.000 - 206324.2
costs and expenses (including, without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent, other than Broker, occurring by, through, or under the indemnifying party.
7. California Accessibility Disclosure. Pursuant to California Civil Code Section 1938(a), Landlord hereby discloses to Tenant that, as of the date of mutual execution of this Second Extension, the Premises and the Shopping Center have not undergone inspection by a Certified Access Specialist ("CASp"). As a result, Landlord hereby provides the following notice (the "CASp Notice") to Tenant as required by California Civil Code Section 1938(e):
"A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." In furtherance of and in connection with the CASp Notice, Tenant, having read such CASp Notice and having understood Tenant's right to request and obtain a CASp inspection, hereby elects not to obtain such CASp inspection and, to the maximum extent permitted by applicable laws, Tenant hereby waives any right to obtain a CASp inspection with respect to the Premises and the Shopping Center (the "CASp Waiver"). In the event the CASp Waiver is not permitted by applicable laws, the parties hereto hereby agree that Landlord will in no event be responsible for the costs of such CASp inspection or any remediation or repairs required as a result thereof.
8. Representations and Warranties. Tenant hereby represents that as of the date of this Second Extension, there is no breach or default of the Lease by Landlord or Tenant.
9. Ratification. Except as otherwise specifically herein amended, the Lease is and shall remain in full force and effect according to the terms thereof. In the event of any conflict between the terms and conditions of the Lease and the terms and provisions of this Second Extension, the terms and provisions of this Second Extension shall control.
10. Counterparts/Facsimiles. This Second Extension may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts shall constitute one and the same agreement. To facilitate execution of this Second Extension, the parties may execute and exchange facsimile or electronic transmission (i.e., e- mail) counterparts of the signature pages and such counterparts shall serve as originals. [signatures follow on next page]
32728.000 -206324.2
THE CITY OF SANTA CLARA,
a chartered municipal corporation
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. Deanna Santana
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Ating (;j
IN WITNESS WHEREOF, this Second Extension has been executed by the parties as of the date first referenced above.
"Landlord": RMV HOLDINGS, L.P.,
a Delaware limited partnership
By: RMV Investors, LLC,
a Delaware limited liability company,
its general partner
By: Clarion Partners, LLC,
a New York limited liability company,
its manager
By: OW
Name: Denise F. Garci61 Title:
Authorized Signatory
"Tenant":
APPROVED AS TO FORM:
SAJE CARA CIT',Y,ATTORNEY'S OFFICE
32728.000 - 206324.2