RECORDING REQUESTED BY:
City of Santa Clara
WHEN RECORDED RETURN TO:
CITY OF SANTA CLARA
City Clerk’s Office
1500 Warburton Avenue
Santa Clara, California 95050
With copy to:
Lozano Smith, LLP
One Capitol Mall, Suite 640
Sacramento, CA 95814
Attn.: Deborah Fields
This document is recorded for the benefit of the City of Santa Clara and recording is exempt from recording fees pursuant to California Government Code §27383.
This transaction is exempt from California documentary transfer tax pursuant to California Revenue & Taxation Code §11922.
This document terminates leases whose original terms (including renewal options) and remaining terms at termination were less than 35 years.
TERMINATION AGREEMENT
between the
CITY OF SANTA CLARA,
the CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION, BANK OF AMERICA, N.A.
and
CAPITAL ONE PUBLIC FUNDING, LLC
Dated as of October [XX], 2023
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this “Termination Agreement”) dated as of October [XX], 2023, between the CITY OF SANTA CLARA (the “City”), the CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION (the “Corporation”), BANK OF AMERICA, N.A. (the “Bank”), and CAPITAL ONE PUBLIC FUNDING, LLC (“COPF”), W I T N E S S E T H:
WHEREAS, on June 29, 2010, the City and the Corporation adopted Resolutions 107755 and 10-1, respectively, authorizing the refinance of the 1997 Lease Payments and 1997 Certificates of Participation in order to realize interest rate savings to the City; WHEREAS, the City leased to the Corporation pursuant to the Site Lease dated as of July 1, 2010 (the “Site Lease”), the real property described on Exhibit A hereto (the “Property”); and the Corporation leased the Property back to the City pursuant to the Lease Agreement dated as of July 1, 2010 (the “Lease Agreement”), between the Corporation and the City; WHEREAS, pursuant to the Assignment Agreement dated as of July 1, 2010 (the “Assignment Agreement”), between the Corporation and the Bank, the Corporation assigned to the Bank all of its right, title, and interest in and to the Site Lease and the Lease Agreement; WHEREAS, pursuant to the Specification of Assigned Interest (March 22, 2012) (the “Specification”), between the Bank, COPF, and certain other parties, the Bank assigned to COPF all of its right, title, and interest in and to the Site Lease and the Lease Agreement; WHEREAS, the City has paid all lease payments payable under the Lease Agreement, thereby terminating the Site Lease, the Lease Agreement, the Assignment Agreement, and the Specification with respect to the Property (collectively, the “Agreements”); WHEREAS, the City, the Corporation, the Bank, and COPF desire to evidence the termination of the Agreements, and the Corporation, the Bank, and COPF desire to quitclaim to the City any right, title or interest the Corporation, the Bank, or COPF may have in the Property under the Agreements; and WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of this Termination Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Termination Agreement; NOW, THEREFORE, in consideration of the foregoing, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree:
ARTICLE I
TERMINATION
By virtue of the payment of the lease payments due under the Lease Agreement, the term of the Lease Agreement has terminated. By virtue of the termination of the Lease Agreement, the Site Lease has terminated. The Corporation and the Bank hereby agree to terminate the Assignment Agreement. The Bank and COPF hereby agree to terminate the Specification with respect to the Property. The City, the Corporation, the Bank, and COPF agree that their respective interests in the following agreements are hereby terminated and are of no further force or effect:
a. Site Lease, recorded on July 13, 2010, as Instrument No. 20772199 in Official Records of Santa Clara County; b. Lease Agreement, recorded on July 13, 2010, as Instrument No. 20772200 in Official Records of Santa Clara County; and c. Assignment Agreement, recorded on July 13, 2010, as Instrument No. 20772201 in Official Records of Santa Clara County.
The Bank and COPF agree that their respective interests in the Specification of Assigned Interest (March 22, 2012), which has not been recorded. are of no further force or effect with respect to the Property.
ARTICLE II
QUITCLAIMS
The Corporation hereby quitclaims, remises, releases, conveys and transfers all right, title and interest it may have in the Property to the City free and clear of any interest of the Corporation. The Bank hereby quitclaims, remises, releases, conveys and transfers all right, title and interest it may have in the Property to the City free and clear of any interest of the Bank. COPF hereby quitclaims, remises, releases, conveys and transfers all right, title and interest it may have in the Property to the City free and clear of any interest of COPF.
ARTICLE III
MISCELLANEOUS
Section 1. Binding Effect. This Termination Agreement inures to the benefit of and is binding upon the City, the Corporation, the Bank, and COPF and their respective successors and assigns.
Section 2. Severability. If any provision of this Termination Agreement is held invalid or unenforceable by any court of competent jurisdiction, such holding does not invalidate or render unenforceable any other provision hereof.
Section 3. Effectiveness. This Termination Agreement becomes effective on the date of its recordation.
Section 4. Execution in Counterparts. This Termination Agreement may be simultaneously executed in several counterparts, each of which is an original and all of which constitute but one and the same instrument.
Section 5. Applicable Law. This Termination Agreement is governed by and shall be construed in accordance with the laws of the State of California.
ARTICLE IV
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by this Termination Agreement from the Corporation, the Bank, and COPF to the City, a California municipal corporation and charter city, is hereby accepted by order of the City Council on October [XX], 2023, and the City consents to recordation hereof by its duly authorized officer.
IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
CITY OF SANTA CLARA
By: [NOTE: execution copy will be forwarded later.]
Jōvan Grogan
City Manager
Approved as to Form:
By:
Glen R. Googins
City Attorney
CITY OF SANTA CLARA PUBLIC FACILITIES FINANCING CORPORATION By: [NOTE: execution copy will be forwarded later.]
Jōvan Grogan
Executive Director
Approved as to Form:
By:
Glen R. Googins
General Counsel
BANK OF AMERICA, N.A.
By:
CAPITAL ONE PUBLIC FUNDING, LLC
By:
Catherine DeLuca
Vice President
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
)
) ss.
COUNTY OF SANTA CLARA
)
On _____________________________ before me, _____________________________________, Notary Public, personally appeared Jōvan Grogan, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacities and that, by his signature on the instrument, the entities upon behalf of which he acted executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal [SEAL]
SIGNATURE OF NOTARY PUBLIC
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
)
) ss.
COUNTY OF __________
)
On _____________________________ before me, _____________________________________, Notary Public, personally appeared _____________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity and that, by his/her/their signature on the instrument, the entity upon behalf of which he/she/they acted executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal [SEAL]
SIGNATURE OF NOTARY PUBLIC
NOTARY ACKNOWLEDGMENT – NEW YORK
Insert NEW YORK acknowledgment form for COPF
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The Property consists of the following described land located in the City of Santa Clara, County of Santa Clara, State of California, together with all buildings, facilities and other improvements which constitute real property and which are located thereon:
Parcel 1 as shown on that certain Parcel Map filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on September 24, 1998, in Book 708 of Maps, pages 22 and 23. Excepting therefrom all minerals and mineral rights, interests and royalties, including, without limiting the generality thereof, oil, gas and other hydrocarbon substances, as well as metallic or other solid minerals, in and under the property; without, however, the right for any purpose whatsoever to enter upon, into or through the surface of the Property in connection therewith, as reserved by Southern Pacific Transportation Company, a Delaware corporation, in Corporation Grant Deed recorded February 28, 1992 in Book M066, Page 1278 as Instrument No. 11252357 of Official Records.
APN: 230-06-052
ARB: 230-50-001.01
2397604.2 11338-005 2 Termination Agreement
2397604.2 11338-005 1
2397604.2 11338-005