HomeMy WebLinkAbout2010/06/08 Item 7
CITY cau NCI L
AGENDA STATEMENT
~ ~ 'f:.. CITY OF
'4~ CHULA VISTA
ITEM TITLE:
SUBMITTED BY:
REVIEWED BY:
June 8, 2010, Item ~/
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA APPROVING AN AMENDMENT TO THE
PROPERTY LEASE AGREEMENT WITH HTH LEARNING
DATED JANUARY 9,2007; AND APPROVING A SECOND
LEASE WITH HIGH TECH HIGH FOR THE EXPANSION
PROPERTY; APPROVING RELATED IMPLEMENTING
DOCUMENTS; AND AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID AGREEMENTS
DEVELOPMENT SERVICES DIRECT~PUTY CITY
MANAGER .~
CITY MANAGER /
4/5THS VOTE: YES D NO 0
SUMMARY
In January 2007, the City of Chula Vista and HTH Learning entered into a lease agreement
to allow for the development of High Tech High Chula Vista, a charter high school within
the City's future University Park and Research Center (UPRC). The lease agreement
contained an option for the HTH learning to lease an additional 2.8 acres (Expansion Area)
trom the City for the development of a charter elementary and middle (K-8) school.
Financing for the Expansion Area will come trom a different source than the one that
provided financing for the high school. As such, HTH Learning cannot use a single lease as
security for both of the separate fmancing sources. Accordingly, HTH Learning has
requested that the City and HTH Learning enter into a separate lease for the Expansion
Area, and that the existing option be simultaneously terminated. The terms and provisions
of the two leases would be identical in all material respects.
ENVIRONMENT AL REVIEW
The Environmental Review Coordinator has reviewed the proposed activity for
compliance with the California Environmental Quality Act (CEQA) and has determined
that the activity is not a Project as defined under Section 15378 of the State CEQA
Guidelines therefore pursuant to Section 15060(c)(3) of the State CEQA Guidelines the
activity is not subject to CEQA. Thus no environmental review is necessary.
7-1
June 8, 2010, Item L
Page 2 of 4
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not Applicable
DISCUSSION
High Tech High
High Tech High began in 2000 as a single charter high school launched by a coalition of San
Diego business leaders and educators concerned by the city's shortage of qualified high-tech
workers. It has evolved into a nationally recognized school development organization with
a growing portfolio of innovative charter schools that are designed to ensure that all students
graduate well prepared for college, work, and citizenship. High Tech High creates a
personalized, project-based learning environment where students are known well and
challenged to meet high expectations.
In fall 2007, High Tech High Chula Vista high school (HTHCV) opened in temporary
facilities on the Mater Dei High School campus. In spring 2009, HTHCV opened at its
current facility within the future UPRC.
Lease Agreement
The original lease agreement contemplated the development of a high school, middle
school and elementary school. As HTH Learning worked to secure funding for the K-8
facility, the lender required that the K-8 facility be developed under a separate lease
agreement. Accordingly, HTH Learning has requested that the City and HTH Learning
enter into a separate lease for the Expansion Area, and that the existing option be
simultaneously terminated. As noted above, the terms and provisions of the two leases
would be identical in all material respects.
In order to accomplish this, the City and HTH Learning would enter into an amendment
of the existing lease to remove the option and simultaneously enter into a new lease for
the Expansion Area. Certain minor, implementing documents would also be executed to
reflect the two-lease system.
As part of the current financing of the K-8 facility, the lender has requested a non-
disturbance and attornment agreement that provides certain protections to the lender in
the unlikely event of a default by HTH Learning under the Expansion Area lease. Such
non-disturbance and attornment agreement would, among other things, allow the lender
to cure any defaults, take over HTH Learning's interest in the lease (but not foreclosure
of the land itself) and the right to have the lease remain non-terminable during the ten-
year term of financing.
In total there are six documents that require City Council approval. These documents
include:
7-2
June 8, 2010, Iteml
Page 3 of 4
1. First Amendment to Existing Ground Lease (Phase 1)
2. First Amendment to Memorandum of Lease (Phase 1)
3. First Amendment to Nondisturbance and Attornment Agreement (Phase 1)
4. Ground Lease (Phase 2)
5. Memorandum of Ground Lease (Phase 2)
6. Nondisturbance and Attornment Agreement (Phase 2)
Environmental Focus
HTHCV was developed with a focus on global environmental issues in both the
curriculum of the school as well as the design and function of the school facility. HTHCV
recently received the prestigious LEED for Schools 2.0 Gold certification from the US
Green Building Council. This same environmental focus will be continued in the K-8
curriculum and facility. The K-8 facility will also seek LEED designation, as well as
certification from the Collaborative for High Performance Schools and the EP A Energy
Star rating program
The proposed schools' academic mISSIon and research facilities will provide future
collaboration and research opportunities with the National Energy Center for Sustainable
Communities, which will also be located at the UPRC, as well as future academic partners
within the campus. The proposal by High Tech High is strategically aligned with the goals
and objectives of the UPRC and the City of Chula Vista, and will enhance the efforts of the
City to develop the UPRC.
Lease Terms
The proposed lease agreement will allow the development of an environmentally focused K-
8 school on a 2.8 eight-acre site. The lease will be for an initial term of 48 years, with two
25-year options for the nominal rate of $1 per year. The agreement requires HTH
Learning to receive all necessary approvals from the City and all other appropriate
agencies, including, but not limited to Design Review approval for the K-8 facility. The
approval of the lease documents does not approve the project itself. The City retains its
sole and unfettered discretion to approve or disapprove any future discretionary actions
that may come before the City. If HTH Learning fails to get all necessary approvals, the
lease will become null and void.
Proposed Site
The K-8 facility will be located on City-owned land within the UPRC. The site is located
on the south side of Hunte Parkway, east of the intersection of Hunte Parkway and
Discovery Falls, and directly east of HTHCV. As the City has continued to advance the
overall development of the UPRC, staff has worked to ensure the proposed site will not
preclude or interfere with the overall development of the UPRC. The lease agreement
7-3
June 8, 2010, Iteml
Page 4 of 4
requires HTH to cooperate with the City and its academic partners in all future planning and
development of the UPRC.
DECISION MAKER CONFLICT
Staff has reviewed the property holdings of the City Council and has found no property
holdings within 500 feet of the boundaries of the property which is the subject of this action.
CURRENT YEAR FISCAL IMPACT
The proposed project will not have an impact on the City's General Fund. The proposed
High Tech High site is currently owned by the City and not subject to property tax. This tax
exemption will continue under the lease to High Tech High. The site is considered part of
the UPRC campus and is not envisioned for future commercial or revenue producing use
that would change the property tax status for the site.
ONGOING FISCAL IMPACT
The nominal lease rate proposed by staff is $1 per year. High Tech High Learning will be
responsible for all costs associated with the development and maintenance of their facility.
The lease structure will allow the City to retain long-term ownership and control of the
property .
ATTACHMENTS
1. Lease Documents {First Amendment to Existing Ground Lease (Phase 1); First
Amendment to Memorandum of Lease (Phase 1); First Amendment to
Nondisturbance And Attornment Agreement (Phase 1); Ground Lease (Phase 2);
Memorandum of Ground Lease (Phase 2); Nondisturbance And Attornment
Agreement (Phase 2)}
Prepared by: Craig Ruiz, Principal Economic Development Specialist, Development Services Department,
Economic Development Division
7-4
COUNCIL RESOLUTION NO.
RESOLUTION OF THE CITY COUNCIL OF THE CHULA
VISTA APPROVING AN AMENDMENT TO THE PROPERTY
LEASE AGREEMENT WITH HTH LEARNING DATED
JANUARY 9, 2007; APPROVING A SECOND LEASE WITH
HIGH TECH HIGH FOR THE EXPANSION PROPERTY;
APPROVING RELATED IMPLEMENTING DOCUMENTS;
AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAID AGREEMENTS
WHEREAS, HTH Learning is a recognized public benefit corporation providing certain
educational programs services and/or other related services programs and activities to the general
public including the citizens of the City of Chula Vista; and
WHEREAS, HTH Learning has developed and operates nine charter high, middle and
elementary schools throughout San Diego County; and
WHEREAS, HTH Learning has received a State wide charter which allows them to
develop additional charter schools throughout the State of California; and
WHEREAS, it is a target expectation of their Statewide charter that forty percent of the
students enrolled at future High Tech High schools be from low income households; and
WHEREAS, City hereby acknowledges said educational programs services and/or
activities provided by HTH Learning are valuable consideration received from High Tech High
Learning in return for its use of said real property in accordance with the terms, covenants,
conditions and provisions contained within the lease agreement and incorporated therein; and
WHEREAS, the academic mission and environmental research facility of the proposed
schools are aligned with the strategic goals and objectives of the University Park and Research
Center; and
WHEREAS, in January 2007, HTH Learning entered into a lease agreement with the City
of Chula Vista to allow for the development of High Tech High Chula Vista high school within
the City's University Park and Research Center; and
WHEREAS, the original lease agreement contained an option for the development of a
middle school and elementary school on property adjacent to the high school; and
WHEREAS, financing for the middle and elementary facility will come from a different
source than the one that provided financing for the high school, and HTH Learning cannot use a
single lease as security for both of the separate financing sources; and
WHEREAS, HTH Learning has requested that the City amend the original lease, such
that it removes the option for expansion onto the adjacent property, and draft a new lease for the
adjacent property, such that the financing can be obtained; and
7-5
WHEREAS, the terms and provisions of the two leases would be identical in all material
respects, other than the description of the property covered; and
WHEREAS, the amendment of the existing lease to remove the option and the new lease
will require the approval of certain minor implementing documents that will also be executed to
reflect the two-lease system; and
WHEREAS, the Environmental Review Coordinator has reviewed the proposed activity
for compliance with the California Environmental Quality Act (CEQA), and has determined that
the activity is not a Project as defined under Section 15378 of the State CEQA Guidelines,
therefore, pursuant to Section 15060(c)(3) of the State CEQA Guidelines the activity is not
subject to CEQA, thus no environmental review is necessary; and
NOW, THEREFORE BE IT RESOLVED that the City Council of the City ofChula
Vista does hereby approve the First Amendment to Existing Ground Lease (Phase 1); First
Amendment to Memorandum of Lease (Phase 1); First Amendment to Nondisturbance And
Attornment Agreement (Phase 1); Ground Lease (Phase 2); Memorandum of Ground Lease
(Phase 2); Nondisturbance And Attornment Agreement (Phase 2) with HTH Learning for the
lease and development of a charter middle school and elementary schools within the city's
University Park and Research Center.
BE IT FURTHER RESOLVED that the City Council of the City ofChula Vista does
hereby authorize the City Manager or his designee to execute all documents related to the First
Amendment to Existing Ground Lease and the Ground Lease (Phase 2).
Gary Halbert, AICP, PE
Deputy City Manager/Director of
Development Services
1/7
Presented by
7-6
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY UNCIL
Dated:
FIRST AMENDMENT TO MEMORANDUM OF LEASE
(PHASE 1)
BETWEEN THE CITY OF CHULA VISTA AND
HTH LEARNING
7-7
RECORDING REQUESTED BY:
WHEN RECORDED MAIL TO:
Luce, Forward, Hamilton & Scripps LLP
600 West Broadway, Suite 2600
San Diego, CA 92101-3372
Attn: Kenneth J. Stipanov, Esq.
A.P.N.643-070-10
ABOVE SPACE FOR RECORDER'S USE
FIRST AMENDMENT TO MEMORANDUM OF LEASE
(Phase 1)
THIS FIRST AMENDMENT TO MEMORANDUM OF LEASE ('"First Amendment") is
made and effective as of , 2010, by and between THE CITY OF CHULA
VISTA, a municipal corporation ("City"), and HTH LEARNING, a California non-profit mutual
benefit corporation ("Lessee"), with reference to the facts set forth below.
RECIT ALS
A. City and Lessee have entered into that certain Property Lease Agreement dated
January 9, 2007 (the "Lease"), with respect to the lease of approximately eight (8) acres of
unimproved land located in the City of Chula Vista, San Diego County, California, which is
more particularly described on the attached Exhibit "A" (the "Original Demised Premises") on
the terms and conditions set forth in the Lease.
B. A Memorandum of Lease dated April 1, 2008 was recorded as Document
No. 2008-0226704 in the Office of the County Recorder of San Diego County on April 29, 2008
("Memorandum"). The Memorandum was recorded to give notice of the Lease and Lessee's
option to expand the Original Demised Premises to include the real property referred to in the
Memorandum of Lease as "Phase 2."
C. City and Lessee have entered into that certain First Amendment to Property Lease
Agreement dated , 2010 ("First Amendment to Lease") for the purposes of
terminating Lessee's expansion rights concerning such Phase 2 on the terms and conditions set
forth in such First Amendment to Lease. The Lease and the First Amendment to Lease shall be
collectively referred to herein as the "Amended Lease."
D. The parties desire to provide record notice of the First Amendment to Lease by
recording this First Amendment.
[01210992.3
High Tech High
Amendment to Memorandum of Lease
33941-6
7-8
CITY OF CHULA VISTA FIRST AMENDMENT TO MEMORANDUM OF PROPERTY LEASE AGREEMENT
WITH HTH LEARNING FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE P ARKW A Y (APN 643-070-10)
(Phase 1)
NOW THEREFORE in consideration of the recitals set forth above and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as set forth herein.
1. Expansion Right. City and Lessee hereby agree that the right of Lessee to
expand the Original Demised Premises to include Phase 2 has been terminated pursuant to the
Amended Lease.
2. Demised Premises. Exhibit "A" to the Memorandum is hereby deleted in its
entirety and replaced with Exhibit "A" to this First Amendment. All references to the term
"Demised Premises" under the Lease shall mean and refer to the real property described on
Exhibit "A" attached hereto.
3. Lease Term Commencement and Expiration Dates. Section 4 of the First
Amendment to Lease provides in part:
"City and Lessee hereby agree that the City of Chula Vista approved all
discretionary actions associated with the commencement of the Lease Term (as
referred to in Section 2.01 of the Lease), such that the Lease Tenn lawfully
commenced on December 18, 2007, and, in accordance with the Lease, shall
expire December 17, 2057, subject to Lessee's Renewal Options set forth in
Section 2.02 of the Lease."
4. Purpose. The purpose of this First Amendment is to provide notice to any and all
subsequent interests in the Demised Premises and Phase 2 of the rights and obligations of the
parties to the Amended Lease, and is not intended to modify or change the provisions of the
Amended Lease. To the extent of any inconsistency between the Amended Lease and this First
Amendment, the Amended Lease shall control.
5. No Other Change. Except as otherwise set forth herein, the Memorandum
remains unchanged and in full force and effect.
101210992.3
High Tech High
Amendment to Memorandum of Lease
33941-6
2
7-9
CITY OF CHULA VISTA FIRST AMENDMENT TO MEMORANDUM OF PROPERTY LEASE AGREEMENT
WITH HTH LEARNING FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (APN 643-070-10)
(Phase 1)
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the
date first above written.
CITY:
THE CITY OF CHULA VISTA, a municipal
corporation
ATTEST:
Print Name:
Title: City Clerk
By:
Print Name:
Title: City Manager
Approved as to [onn:
Office of the City Attorney
By:
Print Name:
Title: City Attorney
LESSEE:
HTH LEARNING, a California non-profit mutual
benefit corporation
By: ~~~
Name: t:. . -( e'1,...
Title: Q - 0
7-10
CITY OF CHULA VISTA FIRST AMENDMENT TO MEMORANDUM OF PROPERTY LEASE AGREEMENT
WITH HTH LEARNING FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE P ARKW A Y (APN 643-070-10)
(Phase 1)
ST A TE OF CALIFORNIA )
)
COUNTY OF SAN DIEGO )
On , before me, . Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) 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.
Signature
(Seal)
STATE OF CALIFORNIA
)
)
)
COUNTY OF SAN DIEGO
On , before me, , Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument
the person( s), or the entity upon behalf of which the person( s) 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.
Signature
(Seal)
101210992.3
High Tech High
Amendment to Memorandum of Lease
33941-6
7-11
CITY OF CHULA VISTA FIRST AMENDMENT TO MEMORANDUM OF PROPERTY LEASE AGREEMENT
WITH HTH LEARNING FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (APN 643-070-10)
(Phase 1)
STATE OF CALIFORNIA )
)
COUNTY OF SAN DIEGO )
On Y>'1~ ;;:<11 aQ"1'O ' before me, . A':::",-,d r0 IF;. LO~f;. , Notary Public,
personal! ppeared K~ \Y\CG:\C(x...~
who proved to me on the basis of satl actory eVIdence to be the person(s) whose name(s) Is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) 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.
I ,/
,:7' ..' L~'
~-~c." . -
Signature '.
~-"I-'-A~~
. Commllllonil171M1.
I NotaIy PublIc . CaIIfofftlO. I
IQn DIego County '.'
I, MrCaML~ ~~".1 I
------........-- J_____
(Seal)
STATE OF CALIFORNIA )
)
COUNTY OF SAN DIEGO )
On , before me, . Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument ahd acknowledged to me that he/she/they executed the' same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) 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.
Signature
(Seal)
101210992.3
High Tech High
Amendment to Memorandum of Lease
33941-6
7-12
CITY OF CHULA VISTA FIRST AMENDMENT TO MEMORANDUM OF PROPERTY LEASE AGREEMENT
WITH HTH LEARNING FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (APN 643-070-10)
(Phase 1)
EXHffiIT "A"
to
First Amendment to Memorandum of Lease
Revised Legal Description of Demised Premises
That certain parcel of land being a portion of Lot 12 of Otay Rancho, in the City of Chula Vista,
County of San Diego, State of California, according to Map thereof No. 862, filed in the Office
of the County Recorder of San Diego County on February 7, 1900, described as follows:
COMMENCING at the centerline intersection of Discovery Falls Drive and Hunte Parkway as
shown on Chula Vista Tract No. 01-11 in the City of Chula Vista, County of San Diego, State of
California, according to Map thereof No. 15233, filed in the Office of the County Recorder of
San Diego County on December 28, 2005, thence along the centerline of said Hunte Parkway,
North 48026'26" East 48.00 feet; thence leaving said centerline, South 41033'34" East 74.00 feet
to a point on a line which is 74.00 feet southerly and parallel with said centerline, and the TRUE
POINT OF BEGINNING; thence along said parallel line, North 48026'26" East 513.25 feet;
thence leaving said parallel line, South 41033'34" East 10.00 feet; thence North 48026'26" East
100.94 feet to Point 'A'; thence South 41033'34" East 564.43 feet; thence South 48026'26" West
526.00 feet to the southerly line of said Lot 12; thence along said southerly line South 71057'39"
West 96.18 feet; thence leaving said southerly line North 41033'34" West 536.05 feet to the
TRUE POINT OF BEGINNING.
101210992.3
High Tech High
Amendment to Memorandum of Lease
33941-6
Exhibit "A"
7-13
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCI
C. Miesfeld
ity Attorney
Dated: Cr /1-- !r ()
I I
FIRST AMENDMENT TO PROPERTY LEASE AGREEMENT
(PHASE 1)
BETWEEN THE CITY OF CHULA VISTA AND
HTH LEARNING
7-14
CITY OF CHULA VISTA FIRST AMENDMENT TO PROPERTY LEASE AGREEMENT
WITH HTH LEARNING FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (APN 643-070-10)
(Phase 1)
FIRST AMENDMENT TO PROPERTY LEASE AGREEMENT
(phase 1)
This FIRST AMENDMENT TO PROPERTY LEASE AGREEMENT ("Amendment") is
executed as of , 2010, by and between THE CITY OF CHULA VISTA, a
municipal corporation ("City"), and HTH LEARNING, a California non-profit mutual benefit
corporation ("Lessee"), with reference to the facts set forth below.
RECIT ALS
A. City and Lessee have entered into that certain Property Lease Agreement dated
January 9, 2007 (the "Lease"), with respect to the lease of approximately eight (8) acres of
unimproved land located in the City of Chula Vista, San Diego County, California, as more
particularly described on the attached Exhibit "A" (the "Original Demised Premises") on the
tenns and conditions set forth in the Lease.
B. The Lease grants Lessee an Expansion Option to expand the Original Demised
Premises to include the real property described as "Phase 2" in the Lease (the "Expansion
Area") .
C. City and Lessee desire to enter into a separate lease agreement for the Expansion
Area ("Phase 2 Lease") in lieu of Lessee exercising such Expansion Option. Such Phase 2 Lease
is being entered into concurrently with this Amendment.
D. The exact commencement date and expiration dates of the Term of the Lease
depend upon events that were to occur after the execution of the Lease. Such events have now
occurred and the parties desire to establish with certainty such dates.
E. Capitalized terms not otherwise defined in this Amendment shall have the
meanings ascribed to them in the Lease.
AMENDMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Lease is hereby amended as follows:
1. Effective Date. This Amendment shall become effective on the date of the mutual
execution by the parties of (a) the Phase 2 Lease, and (b) this Amendment ("Effective Date").
2. Demised Premises. All references to the term "Demised Premises" under the
Lease shall mean and refer to the real property more particularly described on Exhibit "A"
101211260.3
High Tech High
Amendment to Memorandum of Lease
33941-6
7-15
CITY OF CHULA VISTA FIRST AMENDMENT TO PROPERTY LEASE AGREEMENT
WITH HTH LEARNING FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE P ARKW A Y (APN 643-070-10)
(Phase 1)
attached hereto. Exhibit "A" to the Lease is hereby deleted and replaced in its entirety with
Exhibit "A" to this Amendment.
3. Expansion Option. The Expansion Option under the Lease is hereby terminated
and shall be of no further force or effect.
4. Lease Term Commencement and Expiration Dates. City and Lessee hereby agree
that the City of Chula Vista approved all discretionary actions 'associated with the
commencement of the Lease Term (as referred to in Section 2.01 of the Lease), such that the
Lease Term lawfully commenced on December 18, 2007, and, in accordance with the Lease,
shall expire December 17, 2057, subject to Lessee'sRenewal Options set forth in Section 2.02 of
the Lease.
5. Legal Administrative Claims Requirements and Procedures. The following new
Section 7.12 is hereby added to and made a part of the Lease:
7.12 Legal Administrative Claims Requirements and Procedures. No
suit or arbitration shall be brought arising out of this agreement, against the City
unless a claim has first been presented in writing and filed with the City and acted
upon by the City in accordance with the procedures set forth in Chapter 1.34 of
the Chula Vista Municipal Code, as same may from time to time be amended, the
provisions of which are incorporated by this reference as if fully set forth herein,
and such policies and procedures used by the City in the implementation of same.
Upon request by City, Tenant shall meet and confer in good faith with City for the
purpose of resolving any dispute over the terms of this Agreement.
6. Counterparts. This Amendment may be executed in any number of identical
counterparts, any or all of which may contain the signatures of less than all of the parties, and all
of which shall be construed together as but a single instrument.
7. No Other Change. Except as otherwise set forth herein, all of the terms and
provisions of the Lease remain unchanged and in full force and effect.
101211260.3
High Tech High
Amendment to Memorandum of Lease
33941-6
2
7-16
CITY OF CHULA VISTA FIRST AMENDMENT TO PROPERTY LEASE AGREEMENT
WITH HTH LEARNING FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (APN 643-070-10)
(Phase 1)
IN WITNESS WHEREOF, this First Amendment to Property Lease Agreement is
entered into as of the date first above written.
Lessee:
HTH LEARNING, a California nonprofit public
benefit corporation
By:~e1v7z0-
N~me: \Z "_ -:i~h
Title: CI-O
By:
Name:
Title:
CITY:
THE CITY OF CHULA VISTA, a municipal
corporation
ATTEST:
By:
Print Name:
Title: City Manager
Print Name:
Title: City Clerk
Approved as to form:
Office of the City Attorney
By:
Print Name:
Title: City Attorney
101211260.3
High Tech High
Amendment to Memorandum of Lease
33941-6
3
7-17
CITY OF CHULA VISTA FIRST AMENDMENT TO PROPERTY LEASE AGREEMENT
WITH HTH LEARNING FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE P ARKW A Y (APN 643-070-10)
(Phase 1)
EXHIBIT "A"
to
First Amendment to Property Lease Agreement
Revised Legal Description of Demised Premises
That certain parcel of land being a portion of Lot 12 of Otay Rancho, in the City of Chula Vista,
County of San Diego, State of California, according to Map thereof No. 862, filed in the Office
of the County Recorder of San Diego County on February 7, 1900, described as follows:
COMMENCING at the centerline intersection of Discovery Falls Drive and Hunte Parkway as
shown on Chula Vista Tract No. 01-11 in the City of Chula Vista, County of San Diego, State of
California, according to Map thereof No. 15233, filed in the Office of the County Recorder of
San Diego County on December 28, 2005, thence along the centerline of said Hunte Parkway,
North 48026'26" East 48.00 feet; thence leaving said centerline, South 41033'34" East 74.00 feet
to a point on a line which is 74.00 feet southerly and parallel with said centerline, and the TRUE
POINT OF BEGINNING; thence along said parallel line, North 48026'26" East 513.25 feet;
thence leaving said parallel line, South 41033'34" East 10.00 feet; thence North 48026'26" East
100.94 feet to Point 'A'; thence South 41033'34" East 564.43 feet; thence South 48026'26" West
526.00 feet to the southerly line of said Lot 12; thence along said'southerly line South 71057'39"
West 96.18 feet; thence leaving said southerly line North 41033'34" West 536.05 feet to the
TRUE POINT OF BEGINNING.
1 01211260.3
High Tech High
Amendment to Memorandum of Lease
33941-6
Exhibit "A"
7-18
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALL Y SIGNED UPON APPROVAL BY
THE CITY COUNC L
Dated: {; i~ fru
I I
FIRST AMENDMENT TO NONDISTURBANCE AGREEMENT
BETWEEN THE CITY OF CHULA VISTA, HTH LEARNING, AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
7-19
RECORDING REQUESTED BY:
WHEN RECORDED MAIL TO:
A.P.N.643-070-10
ABOVE SPACE FOR RECORDER'S USE
FIRST AMENDMENT TO NONDISTURBANCE AGREEMENT
This FIRST AMENDMENT TO NONDISTURBANCE AGREEMENT is made as of
, 2010 by and among the CITY OF CHULA VISTA, a municipal corporation (the
"Owner"), HTH LEARNING, a California nonprofit public benefit corporation (the "Borrower"),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the
"Trustee"), with reference to the following facts:
A. The Owner, the Borrower and the Trustee are parties to that certain Nondisturbance
and Attornment Agreement dated April 1,2008 and recorded April 29,2008 as Document No. 2008-
0226705 in the Official Records of San Diego County, California (the "Nondisturbance and
Attornment Agreement").
B. The "Property Lease" referred to in the Nondisturbance and Attornment Agreement is
concurrently herewith being modified to amend the legal description that is the subject of the
Property Lease. As a result of such amendment, the parties desire to amend the Nondisturbance and
Attornment Agreement to similarly amend the legal description applicable thereto.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree that Exhibit "A" to the Nondisturbance and
Attornment Agreement is deleted in its entirety and replaced with Exhibit "A" attached to this
Amendment.
Except as otherwise set forth herein, all of the terms and conditions of the Nondisturbance
and Attornment Agreement remain unchanged and in full force and effect.
101252369.1
7-20
IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.
BENEFICIARY:
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking
association
By:
Name:
Title:
BORROWER:
HTH LEARNING, a California non-profit
mutual benefit corporation
BY:~~~
Name: ,~. cLI yCLfu
Title: cY,c:)
CITY:
ATTEST:
THE CITY OF CHULA VISTA
City Clerk
By:
Name:
Title:
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
City Attorney
101252369.1
2
7-21
STATE OF CALIFORNIA )
)
COUNTY OF )
On , before me, , Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in .
his/her/their authorizedcapacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Cali fomi a that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
STATE OF CALIFORNIA
COUNTY OF ~I/l J),-FJfj~
)
)
)
On Vi> ~ ;;l8' ~;;LI) \ Q , before me, ANIDr') ~A L.o :J?f6
personally pea ed ~ ~ hi ("CLv
who proved to me on the basi of satisfacto evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
, Notary Public,
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.
/
~/"
-- ~J """'3, kF 5Z,
Signatur . . (
(Seal)
- - - ~1
r - & . - ... · ~- -.. ;7" ,
~ I....NH.:...IA lOPES
e' commlulon # 171662'
I NotQfV Public - c~ I
Ian Diego counIt ~
l~~~__~~~~~t_
101252369.1
7-22
STATE OF CALIFORNIA )
)
COUNTY OF )
On , before me, , Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person( s), or the entity upon behalf of which the person( s) 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.
Signature
(Seal)
101252369.1
7-23
EXHIBIT" A"
to
Amendment to Subordination and Nondisturbance Agreement
Legal Description of the Real Property
Those certain parcel of land being portions of Lot 12 ofOtay Rancho, in the City ofChula Vista,
County of San Diego, State of California, according to Map thereof No. 862, filed in the Office of
the County Recorder of San Diego County on February 7, 1900, described as follows:
COMMENCING at the centerline intersection of Discovery Falls Drive and Hunte Parkway as
shown on Chula Vista Tract No. 01-11 in the City of Chula Vista, County of San Diego, State of
California, according to Map thereof No. 15233, filed in the Office of the County Recorder of
San Diego County on December 28, 2005, thence along the centerline of said Hunte Parkway, North
48026'26" East 48.00 feet; thence leaving said centerline, South 41033'34" East 74.00 feet to a point
on a line which is 74.00 feet southerly and parallel with said centerline, and the TRUE POINT OF _
BEGINNING; thence along said parallel line, North 48026'26" East 513.25 feet; thence leaving said
parallel line, South 41033'34" East 1 0.00 feet; thence North 48026'26" East 1 00.94 feet to Point' A';
thence South 41033'34" East 564.43 feet; thence South 48026'26" West 526.00 feet to the southerly
line of said Lot 12; thence along said southerly line South 71057'39" West 96.18 feet; thence leaving
said southerly line North 41033'34" West 536.05 feet to the TRUE POINT OF BEGINNING.
101252369.1
7-24
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
Dated:V(1--! rO
PROPERTY LEASE AGREEMENT
BETWEEN THE CITY OF CHULA VISTA AND
HIGH TECH HIGH
FOR THE LEASE OF CITY OWNED REAL PROPERTY
LOCA TED AT THE SOUTHEAST CORNER OF THE FUTURE
INTERSECTION OF DISCOVERY FALLS DRIVE AND
HUNTE PARKWAY
(A PORTION OF APN 643-070-10)
(PHASE 2)
7-25
PROPERTY LEASE AGREEMENT
BY AND BETWEEN
THE CITY OF CHULA VISTA
AND
HIGH TECH HIGH
FOR THE LEASE OF CITY OWNED REAL PROPERTY
LOCATED AT THE SOUTHEAST CORNER OF THE FUTURE INTERSECTION OF
DISCOVERY FALLS DRIVE AND HUNTE PARKWAY
(A PORTION OF APN 643-070-10)
(pHASE 2)
101209473.7
DATED
June 1, 2010
7-26
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
THIS PROPERTY LEASE AGREEMENT ("Lease") is executed between the CITY OF
CHULA VISTA, a municipal corporation, hereinafter called "City", and HIGH TECH HIGH, a
California non-profit public benefit corporation, hereinafter called "Lessee".
RECIT ALS
WHEREAS, City is owner of the real property described herein;
WHEREAS, the City and the Lessee or its affiliates intend to enter into one or more
agreements that will allow for the development of up to five High Tech High charter schools and an
environmental research center on property within the City's University Park and Research Center;
and
WHEREAS, this Lease will allow for the development of High Tech High elementary and
middle schools, and other educational uses, on approximately two (2) acres of City-owned land, as
more precisely described below; and '
WHEREAS, the City and Lessee agree that there is a community benefit to having additional
High Tech High schools in addition the schools contemplated in this agreement, and that said
additional schools could be located within the University Park and Research Center; and
WHEREAS, at such time that the Lessee can demonstrate to the satisfaction of the City that
they have both the financial capacity and educational demand to construct additional schools, the
City and High Tech High will negotiate in good faith to allow High Tech High to develop up to three
additional schools on a maximum of six acres within the ultimate development of the University
Park and Research Center; and
WHEREAS, Lessee is a recognized public benefit corporation providing certain educational
programs, services and/or other related services, programs and activities to the general public,
including the citizens of the City; and
WHEREAS, City hereby acknowledges said educational programs, services and/or activities
provided by Lessee as valuable consideration received from Lessee in return for its use of said real
property in accordance with the terms, covenants, conditions and provisions contained herein below;
and
WHEREAS, the Lessee partners with the business community to provide educational
programs and work experience for its students, and intends to continue the practice of partnering
with the business community in the schools considered in this agreement; and
101209473.7
2
7-27
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
WHEREAS, High Tech High has received a Statewide Benefit charter which allows them to
develop additional charter schools throughout the State of California; and
WHEREAS, it is a target expectation of their Statewide charter, that forty percent of the
students enrolled at future High Tech High schools be from low-income households; and
WHEREAS, City will consider in good faith a request by Lessee for a Reimbursement
Agreement for any oversizing of infrastructure improvements which benefit the University Park and
Research Center; and
WHEREAS, Lessee and City have. heretofore entered into a certain Property Lease
Agreement dated January 9,2007 (the "Phase 1 Lease") for certain premises immediately adjacent to
the Demised Premises under this Lease, which Phase 1 Lease granted Lessee an Expansion Option
(as defined in the Phase 1 Lease) to expand the premises under the Phase 1 Lease to include the
Demised Premises under this Lease; and
Whereas, in lieu of exercising such Expansion Option, City and Lessee have agreed that City
and Lessee will enter into this Lease for the Demised Premises, and that the Expansion Option under
the Phase 1 Lease shall be void and of no further force or effect; and
WHEREAS, this Lease supercedes all prior written and/or oral agreements, statements or
other matters regarding said real property by and between City and Lessee.
AGREEMENT
NOW THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS
FOLLOWS:
SECTION 1: USES
1.01 Premises. City hereby leases to Lessee, and Lessee takes and hires from City, subject to
conditions hereinafter expressed, that certain real property, together with the buildings,
improvements and appurtenances to be constructed and erected thereon by Lessee, situated in the
City ofChula Vista, County of San Diego, State of California, generally known as HTH University
Park as described in Exhibit "A" attached hereto and by this reference made part of this Lease
("Development Plan"). Said real property is hereinafter called the "Demised Premises." The
Demised Premises consists of approximately two (2) acres.
If the Lessee demonstrates to the City that they have both the financial capacity and educational
demand to construct additional schools, then Lessee may contact the City iri writing on or before
January 1, 2014 and the City and High Tech High will negotiate in good faith to allow High Tech
High to develop up to three additional schools on a maximum of six acres within the ultimate
development of the University Park and Research Center Ifand when this event occurs, the City and
the Lessee agree to conduct further environmental review, as necessary.
101209473.7
3
7-28
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
City and Lessee hereby agree that the Expansion Option concerning the "Expansion Area" as
provided in the Phase 1 Lease is hereby terminated and of no further force or effect. This Lease is
executed in lieu of the exercise of such Expansion Option.
1.02 Uses. It is expressly agreed that the Demised Premises is leased to Lessee solely and
exclusively for the purpose of constructing, erecting, installing, maintaining and operating public
educational facilities, appurtenances, and providing educational and other related activities and
programs to the general public, the elements of which are described in Exhibit "B." Any addition,
alteration, deletion, deviation or removal of said facilities and appurtenances made to accommodate
. a change in use of the facilities shall first be approved by the Chula Vista City Council. Lessee shall
be allowed to make alterations, additions, and improvements as it deems necessary for the operation
of public educational facilities and related activities and programs.
Lessee covenants and agrees to use the Demised Premises for the above-specified purposes and to
diligently pursue said purposes throughout the term hereof. Failure by Lessee to meet the
construction schedule contained in Section 6.02 of this Lease, to continuously use the Demised
Premises for said purposes (subject to Section 8.05), or the use thereof for purposes not expressly
authorized herein, which failure continues beyond the applicable notice and cure period, shall be
grounds for the termination of this Lease by City.
Notwithstanding the above, the City Council of the City has not reviewed or approved the project
referred to herein. Nothing contained within this document shall be construed as a representation
that the City will ultimately approve the project. Further, the City retains full discretion as to all
matters as required by law.
1.03 Related Discretionary Actions. By the granting of this Lease, neither City nor the Chula
Vista City Council is obligating itself to any other governmental agent, .board, commission, or
agency with regard to any other discretionary action relating to development or operation of the
Demised Premises. Discretionary action includes, but is not limited to rezoning, variances,
conditional use permits, environmental clearances or any other governmental agency approvals that
may be required for the development and operation of the Demised Premises.
1.04 Ouiet Possession. Lessee shall at all times during the term peaceably and quietly have, hold
and enjoy the Demised Premises.
1.05 Reservation. City reserves the right to allow the use of other City owned land in the
proximity of the Demised Premises by other educational providers as set forth in Section 8.04 of this
Lease. However, City shall not unreasonably or materially interfere with Lessee's use of the
Demised Premises.
1.06 Reimbursement for Oversized Infrastructure. City will use reasonable efforts to cause
other parties to enter into a reimbursement agreement for any oversized facilities.
101209473.7
4
7-29
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
SECTION 2: TERM
2.01 Commencement
a. Term. The term of this Lease shall be approximately forty-eight (48) years
commencing on June 1, 201,0 and ending December 17, 2057.
b. Foreclosure. In the event of a foreclosure on a deed of trust secured by this lease
and subsequent assignment to the holder of such deed, the term of the Lease, identified in Section
2(a), shall be reduced to the term of the bonds issued for the benefit of the Lessee or ten years from
the date the City issues a Certificate of Occupancy for the Demised Premises, whichever is greater.
The rent shall be adjusted pursuant to section 3.01(b), and the renewal option identified in Section
2.02 shall be null and void.
2.02 Renewal Option. At the end of the initial term of this Lease, Lessee has the option to renew
this agreement for two (2) additional and successive twenty-five-(25) year period. This option may
be exercised by providing written notice to the City at least one hundred and eighty (180) days prior
to the expiration of the term or renewal period of this Lease. The renewal of this Lease as provided
hereunder shall require the approval of the Chula Vista City Council. The Chula Vista City Council
retains full and unfettered discretion as to all matters associated with the potential renewal of this
agreement.
2.03 Holdover. Lessee shall have no rights of holding over after expiration or termination of this
Lease. The occupancy of the Demised Premises by Lessee after the expiration or termination of this
Lease constitutes a month-to-month tenancy. In the event of a holdover by Lessee, City shall have
the right to terminate the holdover tenancy at will.
2.04 Ouitclaim of Lessee's Interest. On termination of this Lease for any reason, Lessee shall
deliver to City a quitclaim deed in recordable form quitclaiming all its rights in and to the Demised
Premises. On termination of this Lease for any reason, Lessee or its successor in interest shall
deliver the same within five (5) days after receiving written demand therefor. City may record such
deed only on the expiration or earlier termination of this Lease.
2.05 Surrender of Demised Premises. At the expiration or earlier termination of this Lease, at
the City's sole discretion and option, the Lessee shall either surrender the Demised Premises,
including all buildings, replacements, changes, additions, and improvements constructed or placed
by Lessee thereon, except all personal property, equipment, machinery, trade fixtures and temporary
installations installed by Lessee, to City, or shall deliver the site free and clear of all structures and
improvements to the City.
Lessee shall have the right to place and install personal property, trade fixtures, equipment and other
temporary installations in and upon the Demised Premises, and fasten the same to the Demised
Premises. All personal property, equipment, machinery, trade fixtures and temporary installations,
whether acquired by Lessee at the commencement of the Lease term or placed or installed on the
10 1209473.7
5
7-30
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
Demised Premises by Lessee thereafter, shall remain Lessee's property free and clear of any claim
by City ("Lessee's Property"). Lessee shall have the right to remove the same at any time during the
term of this Lease provided that Lessee shall repair, at Lessee's expense, all damage to the Demised
Premises caused by such removal.
Lessee shall deliver to City all plans, records, registers, and other papers and documents reasonably
required for the proper maintenance of the Demised Premises. Lessee shall surrender the Demised
Premises free and clear of all subtenancies, liens and encumbrances caused by Lessee.
2.06 Termination. This Lease may be terminated by the City in the event the Lessee fails to
operate the schools as intended or the failure to provide the intended improvements to the Demised
Premises as described in Exhibit B within the time frames indicated in Section 6.02 of this Lease,
and such failure continues beyond the applicable notice and cure period.
Lessee, for itself and its successors and assigns, agrees that during the occupancy and use of the
Subject Premises, Lessee will, with respect to its development and operation ofthe Subject Premises,
comply with Title VII ofthe Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991 ; the
California Constitution; the California Fair Employment and Housing Act; the Americans with
Disabilities Act of 1990; and any other applicable federal, state, or local laws and regulations now
existing or hereinafter enacted, requiring equal employment opportunities or prohibiting
discrimination. This shall include without limitation, laws and regulations prohibiting
discrimination because of race, color, religion, sex, national origin, ancestry, physical or mental
disability, veteran status, medical condition, marital status, age, sexual orientation, pregnancy, or
other non-job related criteria. In complying with all such laws, including without limitation the
Americans with Disabilities Act of 1990, and regulations promulgated thereunder, Lessee shall be
solely responsible for such compliance and required programs, and there shall be no allocation of
any such responsibility between City and Lessee.
Lessee's compliance with this Section is an express condition hereof, and any failure by Lessee to so
comply and perform shall be a default as provided in this Lease, and City may exercise any right as
provided herein, and as otherwise provided by law. City shall not be liable, monetarily or in any
other way, to Lessee for exercising its rights to terminate this Lease.
SECTION 3: RENT
3.01 Rent.
a. Standard Rent. City hereby agrees that the construction, operation and maintenance
ofthe improvements to be made on the Demised Premises by Lessee, the establishment of a public
charter school at the Demised Premises are valuable consideration received from Lessee, that the
provision of such public charter school shall constitute all the rent to be paid by Lessee for its use of
the Demised Premises in accordance with the terms, covenants, conditions and provisions of this
Lease. Lessee shall not be required to pay any monetary rent to City for its use and occupation of
101209473.7
6
7-31
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
the Demised Premises. For convenience only, consideration as set forth in this Section 3(a) may be
referred to as rent.
b. Rent Following Foreclosure Event. In the event of a foreclosure on a deed of trust
secured by this lease and subsequent assignment to the holder of such deed to a lessee that operates
and uses the Demised Premises in a manner consistent with the uses described in this Lease,
including Exhibit "B" hereof, the rent identified in Section 3.01 (a) shall immediately be adjusted to
market rate as determined by the City.
3.02 Annual Proeram Report. As additional consideration, Lessee shall be required to make
available to the City, upon request, copies of the annual audit required under the California
Education Code.
3.03 Inspection of Records. Lessee agrees to make any and all records and accounts pertaining
to Lessee's compliance with this Lease available to City for inspection at all reasonable times.
These records and accounts will be made available by Lessee at the Demised Premises. Lessee shall
maintain all such records and accounts for a minimum period of five (5) years. The provisions of
this Section 3.03 shall survive the expiration or termination of this Lease.
SECTION 4: ASSIGNMENT
4.01 Time is of Essence; Provisions Hindine on Successors. Time is of the essence of all ofthe
terms, covenants and conditions of this Lease and, except as otherwise provided herein, all of the
terms, covenants and conditions of this Lease shall apply to, benefit and bind the successors and
assigns of the respective parties, jointly and individually. However, City or Lessee shall incur no
liability to the other with respect to and shall not be responsible for any failure to perform any of
such party's obligations hereunder if such failure is caused by any reason beyond the reasonable
control of such party including, but not limited to, strike, obtaining of permits or approvals,
governmental rule, regulations, ordinances, statutes or interpretation, or by fire, earthquake, civil
commotion, or failure or disruption of utility services ("Force Majeure"). The amount oftime to
perform any of a party's obligations shall be extended by the amount oftime such party is delayed in
performing such obligation by reason of any Force Majeure occurrence whether similar to or
different from any of the foregoing types of occurrences; provided, however, in no'event will an
extension of time be permitted for any delays due to financial inability to perform.
4.02 Assienment and Sublettine. Except to schools that are governed within the family of
corporations operated by High Tech High or its affiliate, HTH Learning (collectively, the "HTH
Entities") and to outside entities providing educational and related services that are supplemental to
the HTH Entities' educational programs, Lessee shall not assign this Lease, or any interest therein
without City's prior written consent. Lessee shall be permitted without consent to assign this Lease
or to sublet the Demised Premises or any part thereof, or any right or privilege appurtenant thereto,
to schools that are governed within the family of corporations operated by the HTH Entities and to
outside entities that are providing educational and related activities that are supplemental to the HTH
Entities' programs. The supplemental and related activities and programs may include, but are not
101209473.7
7
7-32
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
limited to, pre-school, childcare, adult-education, food services, tutoring, sports, research,
performing arts, and fundraising. A consent to assignment, subletting, occupation or use by any
other person shall not be deemed to be a consent to any subsequent assignment, subletting,
occupation or use by another person. Except as permitted above, any such assignment or subletting
without such consent shall be void.
Approval of any assignment or sublease shall be conditioned upon the assignee or sublessee agreeing
in writing that it will assume or be subject to the rights and obligations thereby assigned or subleased
and that it will keep and perform all covenants, conditions and provisions of this agreement which
are applicable to the rights acquired.
4.03 Encumbrance. Subject to prior written consent by City, which shall not be unreasonably
withheld, Lessee may encumber this Lease, its leasehold estate and its improvements thereon by
deed of trust, mortgage, chattel mortgage or other security instrument to assure the payment of
indebtedness of Lessee, upon the express condition that the net proceeds of such loan or loans be
devoted exclusively to the purpose of developing and/or improving the Demised Premises.
However, a portion of the loan proceeds may be disbursed for payment of incidental costs of
construction, including but not limited to the following: off-site improvements for service of the .
Demised Premises; on-site improvements; escrow charges; premiums for hazard insurance, or other
insurance or bonds required by City; title insurance premiums; loan costs such as discounts, interest
and commissions; and architectural, engineering and attorney's fees and such other normal expenses
incidental to such construction.
Any subsequent encumbrances on the Demised Premises shall also be for the exclusive purpose of
development of the Demised Premises; provided, however, after the Demised Premises are
completed in accordance with the Development Plan, proceeds from refinancing or from such
subsequent encumbrances may be used for any purpose.
In the event any such approved deed oftrust or mortgage or other security type of instrument should
at any time be in default and be foreclosed, or transferred in lieu of foreclosure, the City will accept
the approved mortgagee or beneficiary thereof; as its new tenant under this Lease with all the rights,
privileges and duties granted and imposed in this Lease.
Upon prior written approval by City, which will not be unreasonably withheld, said mortgagee or
beneficiary may assign this Lease to its nominee. Any deed of trust, mortgage or other security
instrument shall be subject to all of the terms, covenants and conditions ofthis Lease and shall not be
deemed to amend or alter any of the terms, covenants or conditions hereof.
4.04 Defaults and Remedies.
a. Default. In the event that Lessee shall default in the performance of any covenant or
condition required by this Lease to be performed by Lessee and shall fail to cure said default within
thirty (30) days following written notice thereof from City; or if any such default is not reasonably
curable within thirty (30) days, shall fail to commence to cure the default(s) within said thirty (30)
101209473.7
8
7-33
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
day period and diligently pursue such ,cure to completion, then City may, at its option, without
further notice or demand upon Lessee or upon any person claiming rights through Lessee,
immediately terminate this Lease and all rights of Lessee and of all persons claiming rights through
Lessee to the Demised Premises or to possession thereof; and City may enter and take possession of
the Demised Premises.
In the event that there is a deed of trust, mortgage or other security interest on Lessee's leasehold
interest, City shall give the mortgagee or beneficiary written notice of the default(s) complained of;
and the same mortgagee or beneficiary shall have thirty (30) days from such notice to cure the
defau1t(s) or, if any such default is not curable within thirty (30) days, to commence to cure the
default(s) and diligently pursue such cure to completion. The thirty-day period will be extended
during such time as mortgagee or beneficiary or other party is pursuing its foreclosure or other
remedies against Lessee.
b. Lender Rights. Should the default(s) be not curable by Lessee, then any lender
holding a interest in the leasehold permitted by Section 4.03, shall have the absolute right to
substitute itself to the estate of Lessee hereunder. If such mortgagee or beneficiary shall give notice
in writing of its election to so substitute itself within the thirty-day period after receiving written
notice by City ofthe default, and the default, if curable, is cured by such mortgagee or beneficiary,
then this Lease shall not terminate pursuant to the default. In that event, City expressly consents to
the substitution and authorizes the mortgagee or beneficiary to perform under this Lease with all the
rights, privileges, and obligations of Lessee, subject to cure of the default, to the extent reasonably
possible, by mortgagee or beneficiary. Lessee expressly agrees to assign all its interest in and to its
leasehold estate to mortgagee or beneficiary in that event.
c. Abandonment. If Lessee has breached the Lease beyond the applicable notice and
cure period and abandoned the Demised Premises, this Lease shall terminate upon such
abandonment, and City may enforce all its rights and remedies hereunder, including but not limited,
to the right to reenter upon the Demised Premises and take possession of all buildings,
improvements, equipment and appurtenances thereto, provided that Lessee shall have the right to
remove Lessee's Property.
d. Waiver. Any waiver ofa default is not a waiver of any other default. Any waiver of
a default must be in writing and be executed by the City Manager in order to constitute a valid and
binding waiver. Delay or failure to exercise a remedy or right is not a waiver of that or any other
remedy or right under this Lease.' The use of one remedy or right for any default does not waive the
use of another remedy or right for the same default or for another or later default. City and Lessee
specifically agree that the property constituting the Demised Premises is City-owned and held in
trust for the benefit of the citizens of the City and that any failure by the City Manager or City staff
to discover a default or take prompt action to require the cure of any default shall not result in an
equitable estoppel, but City shall at all times, subject to applicable statute of limitations, have the
legal right to require the cure of any default when and as such defaults are discovered or when and as
the City Council directs the City Manager to take action or require the cure of any default after such
101209473.7
9
7-34
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
default is brought to the attention of the City Council by the City Manager or by any concerned
citizen.
4.05 Eminent Domain. If all or part of the Demised Premises is taken through condemnation
proceedings or under threat of condemnation by any public authority with the power of eminent
domain, the interests of City and Lessee (or beneficiary ormortgagee) will be as follows:
a. Total Taking. In the event the entire Demised Premises are taken, this Lease shall
terminate on the date of the transfer of title or possession to the condemning authority, whichever
first occurs.
b. Partial Taking. In the event of a partial taking, if, in the opinion of Lessee the
remaining part of the Demised Premises is unsuitable for Lessee's operation, this Lease shall
terminate on the date of the transfer of title or possession to the condemning authority, whichever
first occurs.
In the event of a partial taking, if, in the opinion of Lessee the remainder of the Demised Premises is
suitable for Lessee's continued operation, this Lease shall terminate in regard to the portion taken on
the date of the transfer of title or possession to the condemning authority, whichever first occurs, but
shall continue for the portion not taken.
c. Award. All monies awarded in any such taking shall belong to City, whether such
taking results in diminution in value of the leasehold or the fee or both; provided, however, Lessee
shall be entitled to any award attributable to the taking of or damages to Lessee's Property or
Lessee's then remaining leasehold interest in installations and improvements of Lessee. City shall
have no liability to Lessee for any award not provided by the condemning authority.
d. Transfer. City has the right to transfer City's interests in the Demised Premises in
lieu of condemnation to any authority entitled to exercise the power of eminent domain. Ifa transfer
occurs, Lessee shall retain whatever interest it may have in the fair market value of any
improvements placed by it on the Demised Premises in accordance with this Lease.
e. No Inverse Condemnation. The exercise of any City right under this Lease shall not
be interpreted as an exercise of the power of eminent domain and shall not impose any liability upon
City for inverse condemnation.
SECTION 5: INSURANCE RISKS/SECURITY
5.01 Indemnitv. Lessee shall defend, indemnify, protect and hold harmless the City, its elected
and appointed officers and employees ("City Parties"), from and against all claims for damages,
liability, cost and expense, including without limitation attorneys fees, ("Claims") arising out of or
alleged by third parties to be the result of the negligent acts, errors or omissions or the willful
misconduct of the Lessee, and Lessee's employees, subcontractors or other persons, agencies or
firms for whom Lessee is legally responsible in connection with the use ofthe Demised Premises,
10]209473.7
10
7-35
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
including but not limited to expenses incurred in legal actions, death, injury, or damage to the extent
caused directly or indirectly by: .
a. Condition. Any unsafe or defective condition in or on the Demised Premises of any
nature whatsoever which may exist by reason of any act, omission, neglect, or any use or occupation
of the Demised Premises by Lessee; or
. .
b.
by Lessee; or
Operation. Any operation, use, or occupation conducted on the Demised Premises
c. Negligence. Any act, omission, or negligence on the part of Lessee, its employees,
agents, sublessees, invitees, licensees; or
d. Compliance. Any failure by Lessee to comply or secure compliance with any of the
Lease terms or conditions.
However, Lessee shall not be required to relieve, indemnify, protect, or save any of the City Parties
for any Claims arising from the sole willful misconduct of the City Parties, any Claims arising prior
to the date ofthis Lease or any Claims relating to hazardous substance or materials present on, under
or near the Demised Premises prior to the Date ofthis Lease.
5.02 Insurance. Lessee must procure insurance against claims for injuries to persons or damages
to property that may arise from or in connection with the Lessee's operation and use of the leased
premises. The insurance must be maintained for the duration of the contract. The cost of such
insurance shall be borne by the Lessee.
Minimum Scope of Insurance
Coverage must be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence Form
CGOOOl)
2. Workers' Compensation insurance as required by the State of California and
Employer's Liability Insurance, if applicable.
3. Property insurance against all risks of loss to any tenant improvements or
betterments, if applicable.
Minimum Limits oflnsurance
Lessee must maintain limits no less than:
1. General Liability
(Including operations, products
$1,000,000 per occurrence for bodily injury, personal injury
and property damage. If Commercial General Liability
101209473.7
11
7-36
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
and completed operations, as
applicable.)
insurance with a general aggregate limit is used, either the
general aggregate limit must apply separately to this
project/location or the general aggregate limit must be twice
the required occurrence limit.
2. Worker's Compensation
Employer's Liability; where
applicable
3.
Statutory
$1,000,000 each accident
$1,000,000 disease-policy limit
$1,000,000 disease-each employee
Property Insurance
Full Replacement Cost with no coinsurance penalty
provision, where applicable
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the
option of the City, either the insurer will reduce or eliminate such deductibles or self-insured
retentions as they pertain to the City, its officers, officials, employees and volunteers; or the Lessee
will provide a financial guarantee satisfactory to the City guaranteeing payment oflosses and related
investigations, claim administration, and defense expenses.
Other Insurance Provisions
The general liability, and where appropriate, the Worker's Compensation policies are to contain, or
be endorsed to contain, the following provisions:
101209473.7
1.
The City ofChula Vista, its officers, officials, employees, agents, and volunteers are
to be named as additional insureds with respect to liability arising out of ownership,
maintenance or use of that part of the premises leased to the lessee. The General
liability Additional Insured coverage must be provided in the form of an endorsement
to the Lessee's insurance using ISO CG20 1 0 (1010 1) or its equivalent.
2.
For any claims related to a project, the Lessee's insurance coverage must be primary
insurance as it pertains to the City, its officers, officials, employees, agents, and
volunteers. Any insurance or self-insurance maintained by the City, its officers,
officials, employees, or volunteers is wholly separate from the insurance of the lessee
and in no way relieves the lessee from its responsibility to provide insurance.
3.
Each insurance policy required by this clause must be endorsed to state that coverage
will not be canceled by either party, except after thirty (30) days' prior written notice
to the City by certified mail, return receipt requested.
4.
Coverage shall not extend to any indemnity coverage for the active negligence ofthe
additional insured in any case where an agreement to indemnify the additional
insured would be invalid under Subdivision (b) of Section 2782 of the Civil Code.
12
7-37
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
5. Lessee's insurer will provide a Waiver of Subrogation in favor of the City for each
required policy providing coverage during the life ofthis contract.
Acceptability of Insurers
Insurance is to be placed with licensed insurers admitted to transact business in the State of
California with a current A.M. Best's rating of no less than A V. If insurance is placed with a
Surplus Lines insurer, insurer must be listed on the State of California List of Eligible Surplus Lines
Insurers (LESLI) with a current A.M. Best's rating of no less than A: X. Exception may be made
for the State Compensation Fund when not specifically rated.
Verification of Coverage
Lessee must furnish the City with original certificates and amendatory endorsements effecting
coverage required by this clause. The endorsements should be on forms provided by the City or on
insurance industry forms, provided those endorsements or policies conform to the requirements. All
certificates and endorsements are to be received and approved by the City before work commences.
The City reserves the right to require, at any time, complete, certified copies of all required insurance
policies, including endorsements evidencing the coverage required by these specifications.
Accident Reports
Lessee shall make available to City upon request a report of any accident causing more than TEN
THOUSAND DOLLARS ($10,000) worth of property damage or any serious injury to persons on
the Demised Premises. This report shall contain, to the extent available, the names and addresses of
the parties involved, a statement ofthe circumstances, the date and hour, the names and addresses of
any witnesses and other pertinent information.
Failure to Comply
If Lessee fails or refuses to take out and maintain the required insurance, or fails to provide the proof
of coverage, City has the right to obtain the insurance. Lessee shall reimburse City for the premiums
paid with interest at the maximum allowable legal rate then in effect in California. City shall give
notice of the payment of premiums within thirty (30) days of payment stating the amount paid,
names ofthe insurer(s) and rate of interest. Said reimbursement and interest shall be paid by Lessee
on the first (1st) day of the month following the notice of payment by City.
5.03 Waste, Damaee, or Destruction. Lessee agrees to give notice to City of any fire or other
damage that may occur on the Demised Premises within ten (10) days of such fire or damage.
Lessee agrees not to commit or suffer to be committed any waste or injury or any public or private
nUisance.
SECTION 6: IMPROVEMENTSI AL TERA TIONS/REP AIRS
6.01 Acceptance of Demised Premises. By signing this Lease, Lessee represents and warrants
that it has independently inspected the Demised Premises and made all tests, investigations, and
observations necessary to satisfy itself of the condition of the Demised Premises. Lessee agrees it is
relying solely on such independent inspection, tests, investigations, and observations in making this
101209473.7
13
7-38
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
Lease. Lessee further acknowledges that the Demised Premises are in the condition called for by
this Lease, that City has performed all work with respect to the Demised Premises, and that Lessee
does not hold City responsible for any defects in the Demised Premises.
6.02 Improvements/Alterations. Lessee may make any improvements or alterations to or on the
Demised Premises in connection with its permitted use under this Lease.
This Lease is executed with the understanding and agreement that Lessee is obligated to construct
and make certain improvements to the Demised Premises. Lessee covenants and agrees that the
buildings, facilities, improvements and appurtenances thereto must be constructed and paid for
wholly at the expense of Lessee.
Before commencing the construction of any improvements on the Demised Premises, Lessee agrees
that they will obtain financing and received all applicable governmental approvals, and upon request,
it will furnish evidence, satisfactory to City, that it has arranged for financing so that at all times
there will be available to Lessee sufficient funds to pay for the cost of construction ofthe proposed
improvements.
a. Construction Documents. Lessee, at its own expense, shall cause plans and
specifications to be prepared for the improvements to the Demised Premises. Upon request, Lessee
shall make available for City inspection, a copy of any written construction agreement with a State
of California, licensed general contractor which Lessee proposes to execute (or, if no general
contractor wi1l be used, a copy of each proposed written agreement with the various subcontractors).
b. Construction. After receiving all applicable discretionary approvals and building
permits, Lessee shall diligently pursue construction ofthe improvements. Lessee will use reasonable
efforts to commence such construction on or before January 1,2013. Subject to Force Majeure, if
Lessee shall neglect, fail or refuse to commence its work as aforesaid and thereafter neglects, fails or
refuses to diligently proceed with and complete its work, then, subject to the notice and cure period
set forth in Section 4.04, City may declare this Lease cancelled and of no further force and effect.
c. Completion Documents. Within ninety (90) days of receiving the certificate of
occupancy for the improvements, Lessee shall keep on record for City's inspection:
(1) A statement of completion by the architect who supervised the construction, which
shall state that all work, has been completed substantially in accordance with the approved plans and
specifications.
(2) Copies of the certificate of occupancy, or any equivalent permit or certificate which
any governmental authority may require.
d. As-Built Plans. Within ninety (90) days of receiving the certificate of occupancy for
the improvements, Lessee shall furnish and submit to City a reproducible set of plans showing the
101209473.7
14
7-39
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
as-built condition of all improvements made to, in or upon the Demised Premises and certified by the
plan's preparer that the as-built conditions are depicted accurately.
6.03 Entry and Inspection. City reserves and shall always have the right to enter said Demised
Premises during reasonable times after reasonable prior notice to Lessee for the purpose of viewing
and ascertaining the condition ofthe same, or to protect its interests in the Demised Premises, or to
inspect the operations conducted thereon. City shall comply with all reasonable security
requirements of Lessee. In the event that such entry or inspection by City discloses that said
Demised Premises are not in a safe, healthy, and sanitary condition, and if Lessee does not cure such
matter within ten (10) days after written notice to Lessee (or, if such matter cannot be reasonably
cured with such period, such longer period as may be reasonably necessary so long as Lessee
diligently proceeds to cure the matter), City shall have the right to have any necessary maintenance
or repair work done at the expense of Lessee, and Lessee hereby agrees to pay promptly any and all
costs incurred by City in having such necessary maintenance or repair work done, in order to keep
said Demised Premises in a safe, healthy, and sanitary condition. Failure of the Lessee to pay all
costs incurred by the City within thirty (30) days of receiving notice of such cost shall be deemed a
material breach and the City may terminate this Lease.
6.04 Maintenance. Lessee agrees to assume full responsibility and cost for the operation and
maintenance of the Demised Premises throughout the term of this Lease. Lessee will maintain the
Demised Premises in compliance with all applicable health and safety laws, ordinances, rules and
regulations of governmental agencies.
6.05 Utilities. Lessee agrees to order, obtain, and pay for all utilities and services and installation
charges in connection with the development and operation of the Demised Premises.
6.06 Liens. Lessee shall at all times save City tree and harmless and indemnify City against all
claims for labor and materials in connection with Lessee's operations, improvements, alterations, or
repairs on or to the Demised Premises and the costs of defending against such claims, including
reasonable attorney's fees.
If improvements, alterations, or repairs are made to the Demised Premises by or on behalf of Lessee,
and a lien or notice of lien is filed, Lessee shall within fifteen (15) days of such filing either:
a. Take all actions necessary to record a valid release oflien; or
b. Record a bond sufficient to remove the effect of the lien from the Demised Premises.
6.07 Taxes. Lessee agrees to pay, before delinquency, all real property taxes and assessments, if
any, assessed or levied upon Lessee or the Demised Premises, including the land, any buildings,
structures, machines, equipment, appliances, or other improvements or property of any nature
whatsoever erected, installed, or maintained by Lessee or levied by reason of the business or other
Lessee activities related to the Demised Premises, including any licenses or permits. However, the
City acknowledge that Lessee asserts it is exempt from such taxes.
101209473.7
15
7-40
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
6.08 Si2ns. Lessee agrees not to erect or display any banners, pennants, flags, posters, signs,
decorations, marquees, awnings, or similar devices or advertising that are prohibited by laws,
ordinances, rules or regulations. If any such unauthorized item is found on the Demised Premises,
Lessee agrees to remove the item at its expense within 24 hours notice thereof by City, or City may
thereupon remove the item at Lessee's cost. Failure ofthe Lessee to pay all costs incurred by the
City within thirty (30) days of receiving notice of such cost shall be deemed a material breach and
the City may terminate this Lease.
6.09 Ownership of Improvements and Personal Property.
a. Title in the portion of the Demised Premises consisting of land shall at all times
remain in City. Lessee will retain ownership of the buildings, improvements, and fixtures bought or
constructed or placed on the Demised Premises until the expiration or termination of this Lease.
Lessee's interests in the Demised Premises shall not ripen into a fee ownership. In addition, Lessee
shall at all times be the owner of Lessee's Property.
b. Per Section 2.05 above, to the extent the improvements, structures and installations
made by Lessee are not in useable condition, Lessee shall remove all such improvements, structures
and installations as directed in writing by City at Lessee's sole cost on or before Lease expiration or
termination. If Lessee fails to remove any improvements, structures, and installations as directed,
Lessee agrees to pay City the actual and reasonable cost of any removal.
c. Lessee's Property shall be removed by Lessee by the date of the expiration or
termination ofthis Lease. Any said items which Lessee fails to remove within thirty (30) days after
written notice will be considered abandoned and become City's property free of all claims and liens,
or City may, at its option, remove said items at Lessee',s expense.
d. If any removal of Lessee ' s Property results in damage to the remaining improvements
on the Demised Premises, Lessee agrees to repair such damage or pay for repairs conducted by City,
at City's option.
SECTION 7: GENERAL PROVISIONS 7.01
Notices.
a. Any notice required or permitted to be given hereunder shall be in writing and may be
served personally or by United States Mail, postage prepaid, addressed as follows:
To Lessee:
High Tech High
2861 Womble Road
San Diego, CA 92106-6025
Attn: Chief Operating Officer and General Counsel
101209473.7
16
7-41
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE P ARKW A Y (A POR nON OF APN 643-070- I 0)
(Phase 2)
To City:
City of Chula Vista
City Manager
276 Fourth Avenue
Chula Vista, CA 91910
and to any mortgagee, trustee, or beneficiary as applicable, at such appropriate address designated in
writing by the respective party.
b. Any party entitled or required to receive notice under this Lease may by like notice
designate a different address to which notices shall be sent.
7.02 Compliance with Law. Lessee shall at all times in the construction, maintenance,
occupancy, and operation of the Demised Premises comply with all applicable laws, statutes,
ordinances, and regulations of City, County, State, and Federal Governments relating to Lessee's
use, at Lessee's sole cost and expense, whether or not said laws are expressly stated or referred to
herein.
7.03 City Approval. The approval or consent of City, wherever required in this Lease, shall
mean the written approval or consent of the City Manager unless otherwise specified, without need
for further resolution by the City Council. The City Manager shall be the City's authorized
representative in the interpretation and enforcement of all work performed in connection with this
Lease. The City Manager may delegate authority in connection with this Lease to the City
Manager's designee( s).
7.04 Interpretation of Lease. The interpretation, validity and enforcement of the Lease shall be
governed by and construed under the laws of the State of California. The Lease does not limit any
other rights or remedies available to City. Nothing contained in this Lease shall be deemed or
construed to create the relationship of principal and agent or of partnership or of joint-venture or of
any association whatsoever between City and Lessee, it being expressly understood and agreed that
neither the computation of rent nor any other provisions contained in this Lease nor any act or acts of
the parties hereto shall be deemed to create any relationship between City and Lessee other than the
relationship of landlord and tenant.
The reference contained to successors and assigns of Lessee is not intended to constitute a consent to
assignment by Lessee, but has reference only to those instances in which City may have given
written consent to a particular assignment.
This Lease shall inure to the benefit of and be binding upon the parties hereto and their respective
legal representatives, successors and permitted assigns.
7.05 Nondiscrimination. Lessee covenants by and for itself and any successors in interest (and
each Lessee successor) that there shall be no discrimination against or segregation of any person or
group of persons on account of race, color, creed, religion, sex, marital status, physical or mental
101209473.7
17
7-42
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
disability or medical condition, national origin or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the Property, nor shall Lessee itself or any person claiming under
or through it establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees ofthe Property. The foregoing covenants shall run with the land.
A. All deeds, leases or contracts with respect to the Demised Premises shall contain or be
subject to substantially the following nondiscrimination or nonsegregation clauses:
I. In deeds: "The grantee herein covenants by and for itself, its successors and
assigns, and all persons claiming under or through them, that there shall be no discrimination against
or segregation of, any person or group of persons on account of sex, marital status, race, color, creed,
religion, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or
through it, establish or permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sub lessees or vendees in the land herein conveyed. The foregoing covenants shall run with the
land."
2. In leases: "The lessee herein covenants by and for itself, its successors and
assigns, and all persons claiming under or through them, and this lease is made and accepted upon
and subject to the following conditions:
That there shall be no discrimination against or segregation of any person or group of
persons, on account of sex, marital status, race, color, creed, religion, national origin or ancestry in
the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment ofthe land herein
leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein
leased."
3. In contracts: "There shall be no discrimination against or segregation of any
person or group of persons on account of sex, marital status, race, color, religion, creed, national
origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
land, nor shall the transferee itself or any person claiming under or through it, establish or permit any
such practice or practices of discrimination or segregation with Reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land."
7.06 Partial Invalidity. Should any term, covenant, condition, or provision herein be found or
deemed to be invalid, void, or unenforceable by a court of competent jurisdiction, the Lease shall be
construed as not containing such provision, and all other provisions which are otherwise lawful shall
remain in full force and effect, and to this end the provisions of this Lease are severable.
101209473.7
18
7-43
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
7.07 Leeal Fees. In the event of any litigation regarding this Lease, the prevailing party shall be
entitled to an award of reasonable legal costs, including court and attorney's fees.
7.08 Number and Gender. Words of any gender used in this Lease shall include any other
gender, and words in the singular number shall include the plural, when the tense requires.
7.09 Captions. The Lease outline, section headings, and captions for various articles and
paragraphs shall not be held to define, limit, augment, or describe the scope, content, or intent of any
or all parts of this Lease. The numbers of the paragraphs and pages of this Lease may not be
consecutive. Such lack of consecutive numbers is intentional and shall have no effect on the
enforceability of this Lease.
7.10 Entire Understandine. This Lease contains the entire understanding of the parties and
supercedes any and all prior written and/or oral agreements, statements or other matters by and
between City and Lessee regarding the Demised Premises. Lessee, by signing this Lease, agrees that
there is no other written or oral understanding between the parties with respect to the Demised
Premises. Each party has relied on its own examination ofthe Demised Premises, advice from its
own attorneys, and the warranties, representations, and covenants of the Lease itself. Each of the
parties in this Lease agrees that no other party, agent, or attorney of any other party has made any
promise, representation, or warranty, whatsoever which is not contained in this Lease.
The failure or refusal of any party to read the Lease or other documents, inspect the Demised
Premises, and obtain legal or other advice relevant to this transaction constitutes a waiver of any
objection, contention, or claim that might have been based on these actions. No modification,
amendment, or alteration ofthis Lease will be valid unless it is in writing and signed by all parties.
7.11 Additional Instruments to be Executed. The parties shall execute and deliver any
instruments in writing necessary to carry out any agreement, term, condition, or assurance in this
Lease whenever occasion shall arise and reasonable request for such instruments shall be made.
7.12 Leeal Administrative Claims ReQuirements and Procedures. No suit or arbitration shall
be brought arising out ofthis agreement, against the City unless a claim has first been presented in
writing and filed with the City and acted upon by the City in accordance with the procedures set
forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from time to time be
amended, the provisions of which are incorporated by this reference as iffully set forth herein, and
such policies and procedures used by the City in the implementation of same. Upon request by City,
Tenant shall meet and confer in good faith with City for the purpose of resolving any dispute over
the terms of this Agreement.
SECTION 8: SPECIAL PROVISIONS
8.01 Ancillary Uses and Services. No additional services, other than those provided under
Section 1.02 of this Lease, shall be provided by Lessee from or at the Demised Premises, except as
may be approved in writing by City.
101209473.7
19
7-44
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
8.02 Continued Occupancy. Lessee covenants and agrees to, and it is the intent of this Lease
that the Lessee shall, continuously and uninterruptedly during the term of the Lease, occupy and use
the Demised Premises for the purposes herein above specified, except (i) for closures consistent with
the operation ofa school, (ii) for closures during periods of remodeling, alterations, additions-and/or
repairs and (iii) while the Demised Premises are untenantable by reason of fire, flood, or other
unavoidable casualty, and, in that event, City shall be promptly notified by Lessee.
8.03 Hazardous Substances. No goods, merchandise or material shall be kept, stored or sold in
or on the Demised Premises which are in any way explosive or hazardous in violation of applicable
laws; and no offensive or dangerous trade, business or occupation shall be carried on therein or
thereon. No machinery or apparatus shall be used or operated on or about the Demised Premises
which will in any way injure the Demised Premises or improvements thereon, or adjacent or other
Demised Premises, or improvements thereon, or to persons. However, nothing contained in this
section shall preclude Lessee from bringing, keeping or using on or about the Demised Premises
such materials, supplies, equipment and machinery in connection with its permitted use of the
Demised Premises. Open flame welding or burning, gasoline, or other fuel storage except in small
quantities in connection with the use of the Demised Premises is expressly prohibited without prior
written consent of the City.
8.04 Exclusivity. Except for the rights granted to Lessee pursuant to this Lease, Lessee shall not
have the exclusive right to provide educational services at The University Park and Research Center.
Lessee is aware that other educational facilities currently exist, and/or in the future may exist, and
operate in close proximity to the Demised Premises, which provide or may provide educational
services and activities.
[Remainder of Page Left Blank]
101209473.7
20
7-45
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(Phase 2)
SIGNATURES
8.05 Shwature Paee. The individuals executing this Lease represent and warrant that they have
the right, power, legal capacity and authority to enter into and to execute this Lease on behalf of the
respective legal entities of the Lessee and the City.
IN WITNESS WHEREOF the parties hereto for themselves, their legal representatives, heirs,
executors, administrators, successors, and assigns do hereby agree to the full performance of the
covenants herein contained and have caused this Lease to be executed by setting hereunto their
signatures on the day and year respectively written herein below.
Lessee:
HIGH TECH HIGH, a California nonprofit
PUbl~~ro~
By: ~~
Name: ~co- \tY\ E-iv-~
Title: CPo
By:
Name:
Title:
CITY:
THE CITY OF CHULA VISTA, a municipal
corporation
ATTEST:
Print Name:
Title: City Clerk
By:
Print Name:
Title: City Manager
Approved as to form:
Office of the City Attorney
By:
Print Name:
Title: City Attorney
101209473.7
21
7-46
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HIGH TECH
HIGH
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE
INTERSECTION OF DISCOVERY FALLS DRIVE AND HUNTE P ARKW A Y
(A PORTION OF APN 643-070-10)
(PHASE 2)
STATE OF CALIFORNIA
COUNTY OF ~Y-l ~D'PUo
)
)
)
On .~ 6 ;;:z..~) .;La''\:) , b~fore me, ~--n:5r0\A LOt?~ ,Notary Public,
personally appeared - - (Y-Q+h
who proved to me on the basis of atisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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.
Signature
(Seal)
t~~ ;:~."~-~:~~~~,~~';"~1;~~~624. i
_ . 'Notary P.UbIlC - California .~'
I . ~'::'~U~~l1 i
Jl~l____------------
WITNESS my hand and official seal.
STATE OF CALIFORNIA )
)
COUNTY OF )
, before me,
, Notary Public,
On
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/herltheir signature(s) on the instrument the
person( s), or the entity upon behalf of which the person( s) 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.
Signature
(Seal)
101209473,7
1
7-47
CITY OF CHVLA VISTA PROPERTY LEASE AGREEMENT WITH HIGH TECH
mGH
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE
INTERSECTION OF DISCOVERY FALLS DRIVE AND HUNTE PARKWAY
(A PORTION OF APN 643-070-10)
(PHASE 2)
Exhibit A
Property Description
That certain parcel of land being a portion of Lot 12 of Otay Rancho, in the City of Chula Vista,
County of San Diego, State of California, according to Map thereon No. 862, filed in the Office of
the County Recorder of San Diego County on February 7, 1900, described as follows:
COMMENCING at the centerline intersection of Discovery Falls Drive and Hunte Parkway as
shown on Chula Vista Tract No. 01-11 in the City of Chula Vista, County of San Diego, State of
California, according to Map thereon No. 15233, filed in the Office of the County Recorder of San
Diego County on December 28, 2005, thence along the centerline of said Hunte Parkway, North
48026'26" East 48.00 feet; thence leaving said centerline, South 41033'34" East 74.00 feeUo a point
on a line which is 74.00 feet southerly and parallel with said centerline; thence along said parallel
line, North 48~6'26" East 513.25 feet; thence leaving said parallel line, South 41033 '34" East 10.00
feet; thence North 48026'26" East 100.94 feet to the TRUE POINT OF BEGINNING; thence North
48026'26" East 129.52 feet; thence North 41033'34" West 10.00 feet toa point on a line which is
74.00 feet southerly and parallel with said centerline of Hunte Parkway; thence along said parallel
line, North 48026'26" East 78.70 feet; thence leaving said parallel line, South 41033 '34" East 574.43
feet; thence South 48026'26" West 208.22 feet; thence North 41033'34" West 564.43 feet to the
POINT OF BEGINNING.
CONTAINING: 2.716 acres, more or less.
APN 643-070-10 (portion)
101209473.7
7-48
CITY OF CHULA VISTA PROPERTY LEASE AGREEMENT WITH HIGH TECH
HIGH
FOR PROPERTY AT THE SOUTHEAST CORNER OF THE FUTURE
INTERSECTION OF DISCOVERY FALLS DRIVE AND HUNTE PARKWAY
(A PORTION OF APN 643-070-10)
(PHASE 2)
Exhibit B:
High Tech High University Park Development Plan
Overview
The proposed High Tech High University Park Campus includes development of two HTH schools
and a research center on approximately 10 acres. In Phase One (consisting of the original Demised
Premises under the Phase 1 Lease), an environmentally-focused high school and research center will
be developed on approximately eight (8) acres. Phase Two (consisting of the Demised Premises
under this Lease) will add a second HTH school on an additional adjacent two (2) acres. There is the
potential to develop up to three additional HTH schools, or two schools and a school-related facility
such as a performing arts center, gymnasium, or a thematically-related learning laboratory, on an
additional six acres located within the ultimate development of the University Park and Research
Center.
Each school building will consist of classrooms, specialty labs, administration offices, a
commons/dining area, and support of building core facilities. Outside areas may include learning
patios, plazas, walkways, dining terraces, play yards including half basketball courts, green space,
areas for drop off and pick-up, and parking spaces for cars and bicycles. Lessee initially plans to
operate each of the planned schools during the peak period of approximately 8:30 AM to 4:00 PM,
though the facilities will be used by faculty, staff, students, and others before and after school hours
and often on weekends and holidays as well. The start and end times for the different schools may
be staggered to minimize traffic congestion around drop-off and pick-up times.
Ancillary activities and programs such as, but not limited to, fundraising, athletic, preschool,
childcare, adult education, research, performing arts, and community events may take place on the
campus before, during, or after regular school hours and on weekends and holidays as well. The
completed project will include significant grading, landscaping, lighting, signage, pedestrian
pathways, fencing, and retaining walls.
Parking and Allowable Daily Trips (ADTs):
Lessee plans to meet the minimum requirements set forth in the Chula Vista Municipal Code for on-
site parking. ADTs assigned to the 10 acre property must be sufficient to meet the requirements for
the sizes and types of schools that Lessee develops on the campus.
101209473.7
7-49
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALL Y SIGNED UPON AP OVAL
T CITY C
Dated:
it,k Lo
/ I
MEMORANDUM OF LEASE
(PHASE 2)
BETWEEN THE CITY OF CHULA VISTA AND
HIGH TECH HIGH
7-50
RECORDING REQUESTED BY:
WHEN RECORDED MAIL TO:
Luce, Forward, Hamilton & Scripps LLP
600 West Broadway, Suite 2600
San Diego, CA 92101-3372
Attn: Kenneth J. Stipanov, Esq.
A.P.N. 643-070-10 (Partial)
ABOVE SPACE FOR RECORDER'S USE
MEMORANDUM OF LEASE
(phase 2)
THIS MEMORANDUM OF LEASE ("Memorandum") is made and effective as of
June 1,2010, by and between THE CITY OF CHULA VISTA, a municipal corporation ("City"),
and HIGH TECH HIGH, a California non-profit mutual benefit corporation ("Lessee"), with
reference to the facts set forth below.
RECITALS
A. City and Lessee have entered into that certain Property Lease Agreement dated
June 1, 2010 (the "Lease"), with respect to the lease of approximately two (2) acres of
unimproved land located in the City of Chula Vista, San Diego County, California, more
particularly described on the attached Exhibit "A" (the "Demised Premises") on the terms and
conditions set forth in the Lease.
B. The parties desire to provide record notice of the Lease by recording this
Memorandum.
NOW THEREFORE in consideration of the recitals set forth above and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as set forth herein.
1. Lease of Demised Premises. City hereby leases to Lessee and Lessee hereby
leases from City the Demised Premises upon the terms, conditions and provisions of the Lease,
all of which provisions are hereby incorporated into this Memorandum.
2. Term; Extension. Sections 2.01 and 2.02 of the Lease provide in part as follows:
"2.0 I Commencement. The term of this Lease shall be approximately forty-eight (48)
years commencing on June 1,2010 and ending December 17,2057."
101211146.5
High Tech High
Memorandum of Lease
33941-2
1/27/10
7-51
CITY OF CHULA VISTA MEMORANDUM OF PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(PHASE 2)
"2.02 Renewal Option. At the end of the initial term of this Lease, Lessee has the option
to renew this agreement for two (2) additional and successive twenty-five (25) year
period. This option may be exercised by providing written notice to the City at least one
hundred and eighty (180) days prior to the expiration of the term or renewal period of this
Lease. . . ."
3. Quitclaim. Section 2.04 of the Lease provides as follows:
"2.04 Quitclaim of Lessee's Interest. On termination of this Lease for any reason,
Lessee shall deliver to City a quitclaim deed in recordable form quitclaiming all its rights
in and to the Demised Premises. On termination of this Lease for any reason, Lessee or
its successor in interest shall deliver the same within five (5) days after receiving written
demand therefor. City may record such deed only on the expiration or earlier termination
of this Lease."
4. Lender's Ri2hts. Section 4.04.b. of the Lease provides as follows:
"b. Lender Rights. Should the default(s) be not curable by Lessee, then any lender
holding a interest in the leasehold permitted by Section 4.03, shall have the absolute right
to substitute itself to the estate of Lessee hereunder. If such mortgagee or beneficiary
shall give notice in writing of its election to so substitute itself within the thirty-day
period after receiving written notice by City of the default, and the default, if curable, is
cured by such mortgagee or beneficiary, then this Lease shall not terminate pursuant to
the default. In that event, City expressly consents to the substitution and authorizes the
mortgagee or beneficiary to perform under this Lease with all the rights, privileges, and
obligations of Lessee, subject to cure of the default, to the extent reasonably possible, by
mortgagee or beneficiary. Lessee expressly agrees to assign all its interest in and to its
leasehold estate to mortgagee or beneficiary in that event."
5. Purpose. The purpose of this Memorandum is to provide notice to any and all
subsequent interests in the Demised Premises of the rights and obligations of the parties to the
Lease and is not intended to modify or change the provisions of the Lease. To the extent of any
inconsistency between the Lease and this Memorandum, the Lease shall control.
] 01211146.5
High Tech High
Memorandum of Lease
3394] -2
2
1127/10
7-52
CITY OF CHULA VISTA MEMORANDUM OF PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE P ARKW A Y (A PORTION OF APN 643-070-10)
(PHASE 2)
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum on the
date first above written.
CITY:
THE CITY OF CHULA VISTA, a municipal
corporation
ATTEST:
Print Name:
Title: City Clerk
By:
Print Name:
Title: City Manager
Approved as to form:
Office of the City Attorney
By:
Print Name:
Title: City Attorney
LESSEE:
HIGH TECH HIGH, a California non-profit mutual
benefit corporation
BY~~
Name: .Q.A., m -. +~
Title: . c . . - 't:.. (').q;. ('~y-
101211146.5
High Tech High
Memorandum of Lease
33941-2
3
1/27/1 0
7-53
CITY OF CHULA VISTA MEMORANDUM OF PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(PHASE 2)
STATE OF CALIFORNIA )
)
COUNTY OF SAN DIEGO )
On , before me, , Notarv Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) 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.
Signature
(Seal)
STATE OF CALIFORNIA
)
)
)
COUNTY OF SAN DIEGO
On , before me, , Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) 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.
Signature
(Seal)
101211146.5
High Tech High
Memorandum of Lease
33941-2
1/27/10
7-54
CITY OF CHULA VISTA MEMORANDUM OF PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE PARKWAY (A PORTION OF APN 643-070-10)
(PHASE 2)
STATE OF CALIFORNIA )
)
COUNTY OF SAN DIEGO )
On \,"(\~;z.8 'J.-O'-Q , before me, ,A.~.T?:;)~ LA L-DYe-.s , Notary Public,
personall ppeJred k~ Mc.t=I(2..Qth
who proved to me on the basIs satisfactory eVIdence to be the person(s) whose name(s) Is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
~.~
C -:. '~L~ ';2
Signature U
(Seal)
ST ATE OF CALIFORNIA
)
)
)
COUNTY OF SAN DIEGO
On , before me, , Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature( s) on the instrument
the person(s), or the entity upon behalf of which the person(s) 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.
Signature
(Seal)
101211146.5
High Tech High
Memorandum of Lease
33941-2
1/27/10
7-55
CITY OF CHULA VISTA MEMORANDUM OF PROPERTY LEASE AGREEMENT
WITH HIGH TECH HIGH FOR PROPERTY AT THE SOUTHEAST CORNER
OF THE FUTURE INTERSECTION OF DISCOVERY FALLS DRIVE
AND HUNTE P ARKW A Y (A PORTION OF APN 643-070-10)
(PHASE 2)
EXHIBIT "A"
to
Memorandum of Lease
Legal Description of Demised Premises
That certain parcel ofland being a portion of Lot 12 of Otay Rancho, in the City of Chula Vista,
County of San Diego, State of California, according to Map thereon No. 862, filed in the Office
of the County Recorder of San Diego County on February 7, 1900, described as follows:
COMMENCING at the centerline intersection of Discovery Falls Drive and Hunte Parkway as
shown on Chula Vista Tract No. 0 I-II in the City of Chula Vista, County of San Diego, State of
California, according to Map thereon No. 15233, filed in the Office of the County Recorder of
San Diego County on December 28, 2005, thence along the centerline of said Hunte Parkway,
North 48026'26" East 48.00 feet; thence leaving said centerline, South 41033 '34" East 74.00 feet
to a point on a line which is 74.00 feet southerly and parallel with said centerline; thence along
said parallel line, North 48~6'26" East 513.25 feet; thence leaving said parallel line, South
41033'34" East 10.00 feet; thence North 48026'26" East 100.94 feet to the TRUE POINT OF
BEGINNING; thence North 48026'26" East 129.52 feet; thence North 41033'34" West 10.00 feet
to a point on a line which is 74.00 feet southerly and parallel with said centerline of Hunte
Parkway; thence along said parallel line, North 48026'26" East 78.70 feet; thence leaving said
parallel line, South 41033 '34" East 574.43 feet; thence South 48026'26" West 208.22 feet; thence
North 41033'34" West 564.43 feet to the POINT OF BEGINNING.
CONTAINING: 2.716 acres, more or less.
APN 643-070-10 (portion)
101211146.5
High Tech High
Memorandum of Lease
33941-2
Exhibit "A"
1/27/10
7-56
THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON A PROV A
THE CIT COUN
Dated: rt l! rD
I
NON-DISTURBANCE AND ATTORNMENT AGREEMENT
BETWEEN HIGH TECH HIGH, CITY NATIONAL BANK, AND
THE CITY OF CHULA VISTA
7-57
RECORDING REQUESTED BY:
WHEN RECORDED MAIL TO:
City National Bank
555 South Flower
24th Floor
Los Angeles, California 90071
(Space above this line for Recorder's Use)
NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
THIS NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement") is made as of June 1, 2010, by and among HIGH TECH HIGH, a California
non-profit benefit corporation ("Lessee"), CITY NATIONAL BANK, a national association
("Bank"), and the CITY OF CHULA VISTA, a municipal corporation, ("City"), with reference
to the following facts:
A. City is the fee owner of that certain real property more particularly described on
Exhibit A attached hereto and incorporated herein by this reference (the "Land"). Pursuant to
that certain Property Lease Agreement of even date herewith (the "Lease"), by and between
Lessee and City, City has agreed to lease to Lessee the Land for the purposes set forth in the
Lease.
B. Lessee has agreed to construct those certain improvements to the Land
("Improvements") described in that certain Loan Agreement between California School
Financing Authority and Lessee dated as of May 1, 2010 (the "Loan A!!reement"), using,
among other sources, the proceeds of California School Finance Authority Educational Facilities
Revenue Bonds (High Tech High Chula Vista K-8 Project), Series 2010 Qualified School
Construction Bonds (Direct Subsidy Bonds) (the "Bonds") in the aggregate principal amount
specified in Section 2.01 of that certain Indenture of Trust dated as of June 1, 2010 (the
"Indenture"), by and between the California School Finance Authority and Bank of New York,
national association, as trustee (the "Trustee"). The Land and Improvements are hereinafter
collectively referred to as the "Proiect," and all of the documents evidencing, securing or
executed in connection with the Bonds are collectively referred to as the "Bond Documents."
C. In order to provide credit enhancement and liquidity support for the Bonds,
. Lessee has requested that Bank issue, and Bank has agreed to issue, its irrevocable direct pay
letter of credit dated June 1,2010 (including any amendments thereto and any substitute letter of
credit therefor issued pursuant to the terms hereof, the "Letter of Credit"), in favor of the
Trustee for the account of Lessee in the original aggregate stated amount of approximately
$ (the "Stated Amount").
1012357] LlO
LIBD/23030 16.4
7-58
D. Lessee and Bank entered into that certain Reimbursement and Disbursement
Agreement dated as of June 1, 2010 (the "Reimbursement Agreement"), in order to set forth
the conditions upon which Bank would release the proceeds of the Bonds to Lessee for the
construction of the Improvements and to set forth the process for reimbursement by Lessee of
any advances made by Bank under the Letter of Credit.
E. As additional security for the Reimbursement Agreement, and for Lessee's
obligations thereunder, Lessee has agreed to execute a leasehold deed of trust encumbering its
interest in the Lease in favor of Bank as additional security for Lessee's obligations under the
Reimbursement Agreement.
F. As a condition precedent to the provision by Bank of the Letter of Credit, and the
acceptance of the Leasehold Deed of Trust described below, as additional security for Lessee's
obligations under the Reimbursement Agreement, Bank has required the execution of this
Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto covenant and agree as follows:
1. Consent, Acknowledgement, and Agreement by City and Lessee. City
and Lessee hereby consent to the encumbrance by Bank of Lessee's interest in the Lease
pursuant to a certain Construction Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing dated June 1, 2010 by Lessee, in favor of Stewart Title of California, as trustee for
the benefit of Bank ("Leasehold Deed of Trust") for the purpose, among other things, of
securing the obligations of Lessee under the Reimbursement Agreement and related documents.
In the event of a default under the Leasehold Deed of Trust or the Reimbursement Agreement,
Bank has the right to exercise its remedies under the Leasehold Deed of Trust, including without
limitation foreclosure of the leasehold interest ("Foreclosure Event").
(a) Neither City nor Lessee will amend, alter or waive, in any material
respect, any provision of, or consent to the amendment, alteration or waiver, in any material
respect, of any provision of the Lease without the prior written consent of Bank, and no such
ame"ndment, alteration or waiver, pursuant to the terms of the Lease or otherwise, will be
effective without the prior written consent of Bank.
(b) In the event of any act or omission by Lessee that would give City
the right, either immediately or after the lapse of time or upon the giving of notice, to exercise
any right or enforce any remedy thereunder, City will not exercise any such right or enforce such
remedy until it has complied with the provisions of Section 4.04 of the Lease. In furtherance
thereof, City acknowledges and agrees that, among other things, diligent efforts and affirmative
actions on the part of the Bank following a Foreclosure Event to find and put in place a lessee
that shall operate and use the Land in a manner consistent with the uses described in the Lease,
including Exhibit "B" thereof shall constitute the diligent pursuit of a cure of any default of
Lessee, as contemplated by Section 4.04. The City acknowledges and agrees that, based on the
nature of the Lease, it might take some time for Bank to be able to complete the cure of a Lessee
default; nonetheless, the City will take no action to terminate the Lease due to a failure to
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complete the cure, provided the Bank demonstrates that it is diligently pursuing and taking
affirmative action to cure such default, and the bank continues to perform any and all other
conditions of the Lease.
(c) In no event shall Bank or any of its respective officers, directors,
shareholders, representatives, servants, employees or partners ever be personally liable for
obligations under the Lease.
2. Effect of Foreclosure Event. No Foreclosure Event shall result in the
amendment, modification, cancellation or termination of the Lease. If Bank obtains control of
the Project prior to a Foreclosure Event or a Foreclosure Event occurs, then from and after the
date Bank assumes control of the Project or the date title to the Improvements is conveyed to a
new owner as the tenant under the Lease ("New Owner") after such Foreclosure Event, the
Lease, together with any amendments, modifications and restatements which have been
approved by Bank in writing, shall remain in full force and effect as an agreement between Bank
or the New Owner (as the case may be), as ground lessee, and City, as ground lessor, with the
same force and effect as if originally entered into between Bank or the New Owner (as the case
may be) and City. City further covenants and agrees that in such case the Lease shall continue in
full force and effect as a direct agreement between City and Bank or New Owner upon all of the
terms, covenants, conditions and agreements set forth in the Lease and this Agreement, other
than provisions that are impossible for Bank or New Owner to perform due to such provision
being specific to Lessee. Notwithstanding the foregoing, in no event shall Bank nor New Owner
be:
(a) liable for any act, omission, default, misrepresentation, or breach
of warranty, of Lessee under the Lease or obligations accruing prior to Bank's or New Owner's
actual ownership of the Improvements; and
(b) bound by any amendment or modification of the Lease hereafter
made, consented to, or acquiesced to by Lessee or City or to any assignment of the Lease
hereafter granted, without the written consent of Bank in all circumstances, and to the extent that
a New Owner obtains an rights under the Lease, New Owner.
The provisions of this Agreement regarding attornment by City shall be self-operative
and effective without the necessity of execution of any new agreement or other document on the
part of any party to this Agreement 'or the respective heirs, legal representatives, successors or
assigns of any such party. City agrees, however, to execute and deliver at any time and from
time to time, upon the request of Bank, any instrument or certificate which, in the reasonable
judgment of Bank, may be necessary or appropriate in any such foreclosure proceeding or
otherwise to evidence such attornment.
3. Estoppel Certificate. City agrees to execute and deliver from time to
time, upon the request of Lessee or Bank, a certificate regarding the status of the Lease,
consisting of statements, if true (or if not, specifying why not), (a) that to City's knowledge, the
Lease is in full force and effect, (b) the nature of any amendments or modifications of the Lease,
(c) to City's knowledge, no default, or state of facts that with the passage of time or the giving of
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notice (or both) would constitute a default, exists under the Lease, and (d) such other matters as
may be reasonably requested.
4. Power of Attornev. Upon the occurrence and continuation of any Event
of Default under the Reimbursement Agreement, Bank shall have the right (and Lessee hereby
irrevocably constitutes and appoints Bank as its attorney in fact, which power is coupled with an
interest, to do so) to demand, receive and enforce Lessee's rights with respect to the
Reimbursement Agreement to give appropriate receipts, releases and satisfactions for and on
behalf of Lessee, and to do any and all acts in the name of Lessee or in the name of Bank with
the same force and effect as Lessee could do if this Agreement had not been made.
5. Indemnification bv Lessee. Lessee hereby agrees to pay and protect,
defend, indemnify and hold Bank harmless from, for and against any and all claims demands,
liabilities, losses, lawsuits, judgments, and costs and expenses (including, without limitation,
reasonable attorneys' fees) to which Bank may become exposed, or which Bank may incur, in
connection with the Lease arising prior to a Foreclosure Event or in exercising its rights under
this Agreement (including, without limitation, all such costs and expenses incurred by Bank in
connection with the curing of Lessee's defaults under the Lease. All such amounts due from
Lessee to Bank pursuant to this Section 5 shall be payable upon demand and shall accrue interest
at the Bank Default Rate provided in the Reimbursement Agreement from the date of each such
demand, which interest shall be immediately due and payable. The foregoing indemnity shall
not cover matters resulting solely from the gross negligence or willful misconduct of, or any
breach of this Agreement by, Bank.
6. Representations, Warranties and Covenants of Lessee. Lessee hereby
certifies, represents, warrants, and covenants to Bank as follows:
(a) The Lease is in full force and effect.
(b) No consent or approval of any person is required for the execution
and delivery of this Agreement by Lessee.
(c) Lessee has delivered to Bank a true and complete copy of the fully
executed Lease, together with all amendments and modifications (if any) thereto.
(d) Except pursuant to the Leasehold Deed of Trust, no other
assignment of all or any part of any interest of Lessee in and to the Improvements has been made
which remains in effect.
(e) Lessee shall obtain the prior written consent of Bank before
entering into any agreement that amends, alters, modifies, or terminates the Lease.
7. General Provisions
(a) Headings. All article headings are for convenience only and shall
not affect the interpretation of this Agreement.
10]235711.10
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(b) Gender & Number. Whenever the context requires, the use herein
of (i) the neuter gender includes the masculine and the feminine genders and (ii) the singular
number includes the plural number.
(c) Reference to Paragraphs. Each reference in this Agreement to a
section refers, unless otherwise stated, to a section ofthis Agreement.
(d) Incorporation of Recitals and Exhibits. All recitals herein and
exhibits attached hereto are incorporated into this Agreement and are made a part hereof.
(e) Covenants and Conditions. All provisions of this Agreement
expressed as either covenants or conditions on the part of the Parties shall be deemed to be both
covenants and conditions.
(t) Integration. This Agreement and any exhibits or references
incorporated into this Agreement fully express all understandings of the Parties concerning the
matters covered in this Agreement. No change, alteration, or modification of the terms or
conditions of this Agreement, and no verbal understanding of the Parties, their officers, agents,
or employees shall be valid unless made in the form of a written change agreed to in writing by
both Parties or an amendment to this Agreement agreed to by both Parties. All prior negotiations
and agreements are merged into this Agreement.
(g) Severability. In the event that any phrase, clause, paragraph,
section or other portion of this Agreement shall become illegal, null or void, or against public
policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null
or void, against public policy, or otherwise unenforceable, the remaining portions of this
Agreement shall not be affected and shall remain in force and effect to the fullest extent
permissible by law.
(h) Drafting Ambiguities. The Parties agree that they are aware that
they have the right to be advised by counsel with respect to the negotiations, terms and
conditions of this Agreement, and the decision of whether or not to seek advice of counsel with
respect to this Agreement is a decision that is the sole responsibility of each Party. This
Agreement shall not be construed in favor of or against either Party by reason of the extent to
which each Party participated in the drafting of the Agreement.
(i) Conflicts Between Terms. If an apparent conflict or inconsistency
exists between the main body of this Agreement and any exhibits, the main body of this
Agreement shall control. If a conflict exists between an applicable federal, state, or local law,
rule, regulation, order, or code and this Agreement, the law, rule, regulation, order, or code shall
control. Varying degrees of stringency among the main body of this Agreement, the exhibits, and
laws, rules, regulations, orders, or codes are not deemed conflicts, and the most stringent
requirement shall control. Each Party shall notify the other immediately upon the identification
of any apparent conflict or inconsistency concerning this Agreement.
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U) Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original, but all of which together will
constitute one instrument.
(k) Compliance With Law. Bank shall, at its sole cost and expense,
comply with all the requirements of municipal, state, and federal authorities now in effect or
which may hereafter be in effect related to this Agreement.
(1) Governing Law. ThisAgreement shall be construed in accordance
with, and governed by, the laws of the State of California. This Agreement shall be deemed
made and entered into in San Diego County, California.
(m) Administrative Claims Requirements and Procedures. No suit or
arbitration shall be brought arising out of this Agreement, against the City unless a claim has first
been presented in writing and filed with the City and acted upon by the City in accordance with
the procedures set forth in Chapter 1.34 of the Chula Vista Municipal Code, as same may from
time to time be amended, the provisions of which are incorporated by this reference as if fully set
forth herein, and such policies and procedures used by the City in the implementation of same.
Upon request by City, Lemon Grove shall meet and confer in good faith with City for the
purpose of resolving any dispute over the terms of this Agreement.
(n) Fees. In the event any action or proceeding shall be instituted in
connection with this Agreement, including without limitation the enforcement of any
indemnification obligation contained herein, the losing Party shall pay to the prevailing Party a
reasonable sum for attorneys' fees and costs incurred in bringing or defending such action or
proceeding and/or enforcing any judgment granted.
(0) Jurisdiction and Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of California. Any action arising under or
relating to this Agreement shall be brought only in the federal or state courts located in San
Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto
as possible. Venue for this Agreement, and performance hereunder, shall be the City of Chula
Vista.
(p) Municipal Powers. Nothing contained in this Agreement shall be
construed as a limitation upon the powers of the City as a chartered city of the State of
California.
(q) Assignment. The Parties shall not assign this Agreement or any
right or privilege hereunder to any Party without the express written consent of the other Party.
Consent to an assignment by the City shall not be deemed to be consent to any subsequent
assignment. Any such assignment without such consent shall be void.
(r) Successors. All terms of this Agreement will be binding upon and
inure to the benefit of the parties and their respective administrators or executors, successors and
assIgns.
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(s) No Waiver. No failure of either Party to insist upon the strict
performance by the other Party of any covenant, term or condition of this Agreement, nor any
failure to exercise any right or remedy consequent upon a breach of any covenant, term, or
condition of this Agreement, shall constitute a waiver of any such breach of such covenant, term
or condition. No waiver of any default hereunder shall be implied from any omission to take any
action on account of such default. The consent or approval to or of any act requiring consent or
approval shall not be deemed to waive or render unnecessary future consent or approval for any
subsequent similar acts. No waiver of any breach shall affect or alter this Agreement, and each
and every covenant, condition, and term hereof shall continue in full force and effect to any
existing or subsequent breach.
(t) Additional Rights. No rights other than those specifically
identified herein shall be implied from this Agreement.
(u) Cumulative Remedies. All rights, options, and remedies of the
Parties contained in this Agreement shall be construed and held to be cumulative, and no one of
them shall be exclusive of the other, and the Parties shall have the right to pursue anyone or all
of such remedies or to seek damages or specific performance in the event of any breach of the
terms hereof or to pursue any other remedy or relief which may be provided by law or equity,
whether or not stated in this Agreement.
(v) Good Faith. The Parties promise to use their best efforts to satisfy
all conditions to this Agreement and to take all further steps and execute all further documents
reasonably necessary to put this Agreement into effect.
(w) Survival of Provisions. The representations, warranties,
agreements and indemnities set forth in this Agreement will remain operative, will be deemed
made at the Closing Date and will survive the closing and the e?Cecution and delivery of Seller's
easement deed.
(x) Termination. Upon the satisfaction of all obligations of Lessee to
Bank under the Reimbursement Agreement and the due recordation of the release or
reconveyance of all deeds of trust now or hereafter securing said obligations, including without
limitation, the Leasehold Deed of Trust, this Agreement shall automatically terminate. Bank,
City, and Lessee hereby agree, upon termination of this Agreement, to execute a release and
reconveyance of this Agreement and all further documents, if any, necessary or required in order
to evidence the termination of this Agreement.
(y) Notices. All notices or demands of any kind that any party hereto
may be required or may desire to serve on the other(s) in connection with this Agreement shall
be in writing and shall be deemed to have been duly given (i) when delivered by hand (so long as
the delivering party shall have received a receipt of delivery executed by the party to whom such
notice was delivered), or (ii) three (3) business days after deposited in United States certified or
registered mail, postage prepaid, return receipt requested, or (iii) when sent by telex or telecopier
(with receipt confirmed) provided a copy is also sent by United States mail or recognized
overnight courier service, or (iv) one (1) business day after delivery to a recognized overnight
101235711.10
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courier service, in each case addressed to the parties as follows (or to such other address as a
party may designate by notice to the others delivered in accordance with this Section 14):
Lessee:
HTH Learning
2861 Womble Road
San Diego, California 92106
Attn: Ms. Kay McElrath
Fax No.: (619) 226-2166
Bank:
City National Bank
4275 Executive Square, Suite 750
La Jolla, California 92037
Attn: Ms. Linda Weaver
Fax No.: (858) 642-4952
With a copy to:
Goodwin I Procter LLP
10250 Constellation Boulevard
Los Angeles, California 90067-6221
Attn: Bruce J. Graham, Esq.
Fax No.: (310) 286-0992
City:
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
Attn: City Manager
Fax No.: (619) 409-5884
With a copy to:
City of Chula Vista
276 Fourth Avenue
Chula Vista, CA 91910
Attn: Economic Development Officer
Fax No. (619) 585-5698
(z) Authority of Signatories. Buyer and Seller each represent that: (i)
the individuals executing this Agreement have the legal capacity to enter into this Agreement and
are authorized to do so on behalf of each of their respective entities in accordance with an
adopted resolution and (ii) this Agreement is binding upon the entities in accordance with its
terms of its Charter of operating provisions.
[SIGNATURES ON NEXT PAGE]
101235711.10
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IN WITNESS WHEREOF, Lessee, Bank, and City have caused this Agreement to be
executed as of the date first above written.
CITY
THE CITY OF CHULA VISTA, a municipal
corporation
ATTEST:
By:
Print Name:
Title: City Manager
Print Name:
Title: City Clerk
Approved as to form:
Office of the City Attorney
By:
Print Name:
Title: City Attorney
LESSEE:
HIGH TECH HIGH, a California non-profit
benefit corporation
By:
Name:
Its:
'~fV1u8~
~ Orfv- c:: i i'Z.D--4h
Cf-O
BANK:
CITY NATIONAL BANK,
a national banking association
By:
Name:
Its:
101235711.10
LlBD/2303016.4
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D".
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STATE OF CALIFORNIA )
)
COUNTY OF )
On
, before me,
, Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) 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.
Signature
(Seal)
STATE OF CALIFORNIA
COUNTY OF
)
)
)
On
, before me,
, Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) 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.
Signature
(Seal)
101235711.10
LIBD/23030 16.4
7-67
ST ATE OF CALIFORNIA
)
,~ . r\), )
COUNTY OF ~ ~ e.{)2) )
On 'rY\UO;;t3;;Co \0, before me,
)
personally appeared }ZOvJt 1YJ CElfR--t ~\
who proved to me on the basi f satisfactory eVIdence to be the person(s) whose name(s) Is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
/
,A;-f0Jb N \ A
LD? &c<~
, Notary Public,
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.
/ . /'.
~C7'.~;f~
-- Signature '
STATE OF CALIFORNIA )
)
COUNTY OF )
(Seal) i~ ~ ~ ~ - ~ - A ANTo,M-LQ;.I- -1
. Commlllton #I 17.662.
i Notary PublIC . CaIIfomIO I.
'-= _ IOn CMeeo County .
J ~!~ MrCoIm\~~~~.t I
~ ~_~_~ J-l
On
, before me,
, Notary Public,
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person( s), or the entity upon behalf of which the person( s) 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.
Signature
(Seal)
101235711.10
LIB 0/23030 16.4
7-68
IN WITNESS \VHEREOF, Lessee, Bank, and City have caused this Agreement to be
executed as of the date first above written.
CITY
THE CITY OF CHULA VISTA, a municipal
corporation
ATTEST:
Print Name:
Title: City Clerk
By:
Print Name:
Title: City Manager
Approved as to form:
Office of the City Attorney
By:
Print Name:
Title: City Attorney
LESSEE:
HIGH TECH HIGH, a California non-profit
benefit corporation
By:
Name:
Its:
BANK
CITY NATIONAL BANK,
a national banking association
By: J;I1;7~
Name: Lt;'cJ.' fVlO-tYLe.r
Its: Rm /'5. \/p
I
101235711.10
LIBD/2303016.4
9
7-69
STATE OF CALIFORNIA
COUNTY OF 6tv\ D ; ~ b
)
)
)
i.
On ~ 111) 0 , before me, b&Jy Ie..- 0~ '?au I ~o ~ , Notarv Public,
personall y appeared L, ~ J t3-v1 An VI 1\ l e ~ He. VV'lev' .
who proved to me on the basis of satisfactory evidence to be the person(s)'whose nam€€s)i&kre
subscribed to the within instrument and acknowledged to me that h'eY'she/they executed the same
in hi~1/her/th!~r authorized capacity(ies), and that by ~/her/tl).&tr signaturets) on the instrument
the person(~, or the entity upon behalf of which the person~ 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.
(Seal)
WITNESS my hand and official seal.
SignalJ:t J, \( ~1t,,,,,,
a QAYlE '.K. KAUlHOU
CommlaalOn'# 17..'3113-
~. Ncitary PublIC . CQIIfofnIq I
I . . Son Diego county g.j
l~ ~.L ~ ~.,~~~,~
101235711.1 0
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EXHIBIT A
Le2al Description of Land
That certain parcel of land being a portion of Lot 12 of Otay Rancho, in the City of Chula Vista,
County of San Diego, State of California, according to Map thereof No. 862, filed in the Office
of the County Recorder of San Diego County on February 7, 1900, described as follows:
COMMENCING at the centerline intersection of Discovery Falls Drive and Hunte Parkway as
shown on Chula Vista Tract No. 01-11 in the City of Chula Vista, County of San Diego, State of
California, according to Map thereof No. 15233, filed in the Office of the County Recorder of
San Diego County on December 28, 2005, thence along the centerline of said Hunte Parkway,
North 48026'26" East 48.00 feet; thence leaving said centerline, South 41033 '34" East 74.00 feet
to a point on a line which is 74.00 feet southerly and parallel with said centerline, and the TRUE
POINT OF BEGINNING; thence along said parallel line, North 48026'26" East 513.25 feet;
thence leaving said parallel line, South 41033 '34" East 10.00 feet; thence North 48026'26" East
100.94 feet to Point 'A'; thence South 41033'34" East 564.43 feet; thence South 48026'26" West
526.00 feet to the southerly line of said Lot 12; thence along said southerly line South 71057'39"
West 96.18 feet; thence leaving said southerly line North 41033'34" West 536.05 feet to the
TRUE POINT OF BEGINNING.
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