STUDENT HOUSING SUB-PHASE LEASE

(CLUSTER 2)
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
a California public corporation on behalf of the Davis Campus
("University")
-AND-
WVCP CLUSTER 2, L ~ C ,
a Delaware limited liability company
("Lessee")
July -,2010
OHS Wcst:260944874.1
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS ................................................................................................. 1
Section 1.1 Definitions ............................................................................................ 1
ARTICLE II GRANT, TERM AND CONDITION ................................................. ~ .......... 21
Section 2.1
Section 2.2
Section 2.3
Section 2.4
Lease ................................................................................................... 21
Reserved ............................................................................................. 22
Term ................................................................................................... 22
Condition of Leased Land .................................................................. 22
ARTICLE III GUARANTY AND FINANCIAL COVENANTS ........................................ 26
Section 3.1
Section 3.2
Section 3.3
Section 3.4
Guaranty ............................................................................................. 26
Financial Conditions ........................................................................... 27
University's Audit Right .................................................................... 27
Joint Financing Guaranty ................................................................... 27
ARTICLE IV PERMITTED USE ......................................................................................... 28
Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
Section 4.8
Use of Leased Land ............................................................................ 28
Construction Staging .......................................................................... 28
Waste; Nuisance ................................................................................. 28
Hazardous Substances ........................................................................ 28
Compliance With Applicable Laws .................... .-............................... 33
Right to Contest .................................................................................. 3 3
Advertising and Signs ......................................................................... 34
University's Reserved Uses ................................................................ 35
ARTICLE V CONSTRUCTION AND IMPROVEMENT OF LEASED LAND ............... 39
Section 5.1
Section 5.2
Section 5.3
Section 5.4
Section 5.5
Section 5.6
Section 5.7
Section 5.8
Section 5.9
Section 5.10
Section 5.11
Section 5.12
Section 5.13
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University Infrastructure Improvements ............................................. 39
Project ................................................................................................. 42
Design Implementation Group .......................................................... .43
Plan Review and Permitting Process ................................................. .44
Compliance with Applicable Laws .................................................... .44
Mitigation Measures ........................................................................... 45
Lessee's Contractors ........................................................................... 46
Utilities and Other Facilities .............................................................. .47
University Inspections ........................................................................ 48
As-Built Plans ..................................................................................... 50
Ownership of Buildings ...................................................................... 50
Maintenance of Leased Land and Project.. ......................................... 50
Pre-Conditions to Commencing Work ............................................... 50
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TABLE OF CONTENTS
(CONTINUED)
Page
ARTICLE VI MISCELLANEOUS OPERATIONS ITEMS ................................................ 53
Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
Capital Reserves .............. ................................................................... 53
Additional Maintenance Obligations ... ............................................... 53
Commercial Subleasing ........ ........................ ............... ... .. .... .............. 54
Reserved ........................... .. ................................................... .. ........... 54
Priority To Student Occupancy Of Student Beds ............................... 54
ARTICLE VII LEASE CONSIDERATION ... .. ......................................... .. .......................... 54
Section 7.1
Section 7.2
Section 7.3
Section 7.4
Section 7.5
Section 7.6
Basic Rent ................................................................. ........................... 54
Municipal Fees Amount ..................................................................... 55
Inspection Fees .............. ..................... ".""." .. "."."".""" ................... 5 6
FF&E, Development Documents and Development
Agreements .............................. .. ................. .. .............. .. ... ..... .. ............ 56
Other Payments .................................................................................. 57
Net Lease ................................................................. ........................... 57
ARTICLE VIII TAXES AND ASSESSMENTS ..................................................................... 58
Section 8.1
Section 8.2
Section 8.3
Section 8.4
Section 8.5
Taxes and Assessments ................................................ ...................... 58
Liens and Delinquencies ..................................................................... 5 8
Lessee' s Right to Contest ............................... ............................. .... .. . 5 8
Replacement Taxes .... .......... ... ......... .... .. .... ........... ....... ..... .. .... ........ .... 59
Survival ................ ............... ......................... .... ................................... 59
ARTICLE IX INSURANCE ................................................................................................. 59
Section 9.1
Section 9.2
Section 9.3
Section 9.4
Section 9.5
Section 9.6
Section 9.7
Section 9.8
Section 9.9
Section 9.1 0
Section 9.11
Section 9.12
Section 9.13
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Property Insurance ...... ............................................. ........................... 5 9
Liability Insurance--Lessee and Lessee's Contractor and
Subcontractors ....... ............. ..................................... ........................... 60
Liability Insurance - Consultants including Lessee's Architect
and Lessee's Engineer ........................................................................ 62
Periodic Increases ........... .... ............................... .. ... .. .......................... 63
Additional Insureds ........ ........................................ ... ......................... 63
Lessee Not Relieved ........................................................................... 64
Proof of Insurance .............................................................................. 64
Proceeds ................................................................ .............................. 64
Waiver of Subrogation Rights ............................................................ 65
Compliance with Requirements of Carriers ....................................... 65
Non-Contributing ............................................................................... 65
Form of Policies ...... ... ... .......................... ................ .......... ................. 65
Settlement of Claims ............. ............. .. ... ... ..... .... ...... ... ......... ............. 65
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TABLE OF CONTENTS
(CONTINUED)
Page
ARTICLE X DAMAGE OR DESTRUCTION ................................................................... 66
Section 10.1
Section 10.2
Section 10.3
Minor Damage or Destruction ...... ......... ..... .... ............ ...... .................. 66
Major Damage or Destruction ............................................................ 66
Basic Rent Abatement ........................................................................ 68
ARTICLE XI CONDEMNATION ....................................................................................... 68
Section 11.1
Section 11.2
Section 11.3
Section 11.4
Section 11.5
Section 11.6

Lease Governs ............................................................................. ; ..... :68
Total Taking; Termination; Distribution of Award ............................ 69
Partial Taking; Effect; Restoration; Distribution of Award ............... 70
Temporary Taking; Effect; Distribution of Award ............................. 71
Notice ......................................................................................... ........ 72
Covenant Barring Condemnation ....................................................... 72
ARTICLE XII ASSIGNMENT, SUBLETTING AND PURCHASE RIGHTS ..................... 72
Section 12.1
Section 12.2
Section 12.3
Section 12.4
Assignment And Subletting ................................................................ 72
Right of First Offer ..................................... .. ................ .. .................... 73
Right of First Refusal ......................................................................... 74
University Purchase Procedures ......................................................... 75
ARTICLE XIII INDEMNITY, CLAIMS, LIENS AND ENCUMBRANCES ....................... 76
Section 13.1
Section 13.2
Section 13.3
Section 13.4
Section 13.5
Section 13.6
Lessee Indemnity ................................................................................ 76
University Indemnity .......................................................................... 76
Covenant Against Encumbrances ....................................................... 77
Mechanics' and Similar Liens ............................................................ 7 8
Relationship to Article XVI. ............................................................... 78
Survival ............................................................................................... 78
ARTICLE XIV HOLDING OVER, SURRENDER, OWNERSHIP OF PROJECT .............. 78
Section 14.1
Section 14.2
Section 14.3
Section 14.4
Section 14.5
Holding Over ................................................................... ................... 78
Surrender of Leased Land ................................................................... 79
Abandoned Property ...... .......... ........................... ..... ................... ........ 80
Relocation ...................................................................................... : .... 80
Survival ............................................................................................... 80
ARTICLE XV DEFAULT ...................................................................................................... 80
Section 15.1
Section 15.2
Section 15.3
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Default by Lessee ............................................................................... 80
Default by University ......................................................................... 82
Remedies of University ...................................................................... 82
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Section 15.4
Section 15.5
TABLE OF CONTENTS
(CONTINUED)
Page
Remedies of Lessee ............................................................................ 84
Failure of Lessee to Perform Required Acts ...................................... 85
ARTICLE XVI FINANCING .................................................................................................. 85
Section 16.1
Section 16.2
Section 16.3
Section 16.4
Section 16.5
Section 16.6
Section 16.7
Section 16.8
Section 16.9
Section 16.1 0
Section 16.11
Section 16.12
Controlling Provisions ........................................................................ 85
Financing ............................................................................................ 85
Transfer ............................................................................................... 88
Notice to Leasehold Mortgagee .......................................................... 91
Request for Notice of Defaults ........................................................... 91
Leasehold Mortgagee's Cure Rights .................................................. 91
New Lease .......................................................................................... 93
Merger ................................................................................................ 94
No Modification, Etc .......................................................................... 94
Limitation on Leasehold Mortgagee Liability .................................... 94
Conflict ............................................................................................... 94
Leasehold Mortgagee Third Party Beneficiary .................................. 95
ARTICLE XVII ECONOMIC INFEASIBILITY ..................................................................... 95
Section 17.1
Section 17.2
Section 17.3
Section 17.4
Section 17.5
Section 17.6
Certain Hazardous Substances ................... ......................................... 95
Master Lease Termination Event.. ...................................................... 96
Reserved ............................................................................................. 97
Certain Increased Costs ...................................................................... 97
Historical Resource or Unique Archaeological Resource .................. 99
Termination ........................................................................................ 99
ARTICLE XVIII QUIET ENJOYMENT ................................................................................. 100
ARTICLE XIX EQUAL OPPORTUNITY ............................................................................ 1 0 1
Section 19.1
Section 19.2
Lessee's Obligations ......................................................................... 1 0 1
University's Right and Remedies ..................................................... 1 0 1
ARTICLE XX RESERVED ............... .. .. ....................................... ............................ .. ......... 101
Section 20.1 Reserved ...................................................................................... .. ... l 01
ARTICLE XXI MISCELLANEOUS ..... .................. ... ................................ ... ... ...... .. .......... .. . 101
Section 21.1
Section 21.2
Section 21.3
Section 21.4
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Notices .............................................................................................. 1 0 1
Brokerage Commissions ................................................................... 1 03
Nonmerger of Fee and Leasehold Estates ........................................ 103
Entry of Leased Land by University ................................................. 1 03
-IV-
Section 21.5
Section 21.6
Section 21.7
Section 21.8
Section 21.9
Section 21.10
Section 21.11
Section 21.12
Section 21.13
Section 21.14
Section 21.15
Section 21.16
Section 21.17
Section 21.18
Section 21.19
Section 21.20
Section 21.21
Section 21.22
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TABLE OF CONTENTS
(CONTINUED)
Page
Force Majeure Delay ........................................................................ 1 04
Time of the Essence .......................................................................... 1 04
Waiver .............................................................................................. 104
Captions ............................................................................................ 1 04
Governing Law ................................................................................. 104
Entire Agreement .............................................................................. 1 04
Right to Request Injunction .............................................................. 1 05
Severability ....................................................................................... 105
Interest Rate to be Paid ..................................................................... 1 05
Representations and Warranties by Lessee ...................................... 105
Representations and Warranties by University ................................ l 06
Relationship of Parties ...................................................................... 1 06
Attorneys ' Fees and Costs ................................................................ l 06
Survival of Covenants ................................................................. ..... 107
Binding Effect .................................................................................. 107
Execution in Counterparts ................................................................ 107
Memorandum of Lease ..................................................................... 107
Press Releases ................................................................................... 1 07
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Exhibit A-I:
Exhibit A-2:
Exhibit A-3:
Exhibit B:
Exhibit c:
ExhibitD:
Exhibit E:
Exhibit F-I:
Exhibit F-2:
Exhibit F-3:
Exhibit G:
ExhibitH:
Exhibit I:
Exhibit J:
Exhibit K:
Exhibit L:
ExhibitM:
ExhibitN:
Exhibit 0:
Exhibit P:
Exhibit Q:
Exhibit R:
ExhibitS:
Exhibit T:
Exhibit U:
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TABLE OF EXHIBITS
Subdivision Map
Description of Leased Land Area
Description of Land Uses
Property Management Standards
Additional Maintenance and Repair Obligations
Summary of Permit and Inspection Process
Form of Guaranty
RESERVED
Form of Joint Financing Guaranty
Form of Performance Guaranty
West Village Implementation Plan
List of Certain University Regulations
Delegated Punch List Work
RESERVED
Description of University Infrastructure Improvements
RESERVED
List of Mitigation Responsibilities
List of Lessee Consultants
Form of Financing Statement
Form of Assignment and Consent
Form of Memorandum of Lease
Permitting, Approvals and Inspection Fees
Design Implementation Group Procedures
RESERVED
Development Standards
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TABLE OF EXmBITS
(continued)
Exhibit V: Termination Fee Payment
Exhibit W-l: RESERVED
Exhibit X: University Infrastructure Required Capacity
Exhibit Y: Commercial Sublease Restrictions
Exhibit Z: Student Bed Sublease Offering Procedures
Exhibit AA: Signage Guidelines
Exhibit BB: Initial Utility Costs
Exhibit CC: Municipal Fees Amount
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STUDENT HOUSING SUB-PHASE LEASE
(CLUSTER 2)
THIS STUDENT HOUSING SUB-PHASE LEASE (this "Lease") is made and entered
into as of this __ day of July, 2010 (the "Effective Date") by and between THE REGENTS
OF THE UNIVERSITY OF CALIFORNIA, a California public corporation on behalf of the
Davis Campus ("University"), and WVCP CLUSTER 2, LLC, a Delaware limited liability
company ("Lessee").
RECITALS
A. University is the owner in fee simple of the approximately one hundred thirty
(130) acre parcel of land (herein, the "Master Project Leased Land"), which is generally
depicted on Exhibit A-l attached hereto, upon which the Master Project (as defined below) may
be constructed.
B. The Master Project Leased Land has been subdivided into a series of separate
legal parcels (each herein a "Lot" and collectively, the "Lots") as depicted upon that certain
Amended Map Subdivision Map No. 4947, dated March 2010, prepared by Cunningham
Engineering and recorded as Book 2010 of Maps, pages 32 through 53, on May 14, 2010, in the
Official Records of the County Recorder ofthe County of Yolo, State of California (herein, the
"Subdivision Map"), a copy of which is attached hereto as Exhibit A-l.
C. Subject to the terms and conditions herein, University is willing to lease to
Lessee, and Lessee is willing to lease from University, the portion of the Master Project Leased
Land comprising Lots Z, AA, BB, and CC as shown on Exhibit A-l (each a "Commercial Lot"
and collectively, the "Leased Land"), which Commercial Lots are generally depicted upon
Exhibit A-2 attached hereto, for the purpose of constructing and operating the Project (as defined
below).
NOW, THEREFORE, in consideration ofthe foregoing, the mutual covenants herein
contained, and for other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, and upon and subject to the terms and conditions herein contained, the
parties hereto agree as follows:
apply:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. For purposes ofthis Lease, the following definitions shall
"Abatement Event" shall have the meaning set forth in Section S.l(i) of this Lease
"Acceptance Notice" shall have the meaning set forth in Section 12.2(c) ofthis Lease.
"Access Areas" shall have the meaning set forth in Section 2.1 of this Lease.
"Adjustment Date" shall mean January 1 st of each year.
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"Affiliate" shall mean an entity with respect to which WVCP or a Control Entity has the
sole power to make all day-to-day management decisions with respect to performance of such
party's obligations under this Lease and in which WVCP or a Control Entity has at least a twenty
percent (20%) direct or indirect ownership interest. An "Affiliate" shall include, without
limitation, a limited liability company of which WVCP or a Control Entity is managing member
or a limited partnership of which WVCP or a Control Entity is the general partner, and in which,
in each case, WVCP Or a Control Entity has the ownership interest referred to in the immediately
preceding sentence. For purposes hereof, a "Control Entity" is an entity controlled and at least
ninety percent (90%) owned, directly or indirectly, by either (i) a combination of CP Investment
Fund II, L.P., a Delaware limited partnership and Urban Villages, Inc., a Colorado corporation,
or (ii) CP Investment Fund II, L.P., a Delaware limited partnership, individually.
"Anticipated Demolition Costs" shall have the meaning set forth in Section 14.2(b) of
this Lease.
"Apartment" shall mean a separate residential living unit, provided that where a
collection of up to six (6) Student Beds are accessed from a common entry and share a common
living and kitchen area, such collection of Student Beds shall count as a single Apartment.
"Applicable Laws" shall mean (i) as applied to the Lessee Parties, the Sub-Phase Lessee
Parties, the Occupants (and their guests and invitees) and Guarantor, the federal, state and local
statutes, regulations, rules, ordinances, and all other governmental requirements applicable to the
Project and the Delegated Punch List Work, Lessee's Interest and any activity of any such party
undertaken pursuant to this Lease, excluding the Entitlements Documents and the University
Regulations; and (ii) as applied to the University and the University Parties, the federal, state and
local statutes, regulations, rules, ordinances, and all other governmental requirements (including
orders of court) applicable to any activity of any University Party undertaken pursuant to this
Lease, excluding the Entitlements Documents and the University Regulations.
"Assessments" shall mean any and all possessory use or interest taxes and assessments or
levies or charges assessed or imposed against the Leased Land andlor the Project made by any
municipal government or political subdivision for local improvements or any other governmental
agency (including, without limitation, all County fees and all Davis School District fees);
provided, however, that "Assessments" shall not include either the Municipal Fees Amount
(Construction Phase) or the Municipal Fees Amount imposed, created or adopted by University.
"Available Terms" shall have the meaning set forth in Section 12.3(a) of this Lease.
"Assumed RFA" shall have the meaning set forth in Section 2.4(t) of this Lease
"Basic Rent Adjustment Date" shall mean the date which is the tenth (loth) anniversary
of the Basic Rent Commencement Date.
"Basic Rent Commencement Date" shall mean the date which is the later of (i) the
Effective Date, and (ii) the University Infrastructure Completion Date.
"Building" shall mean each individual commercial/residential building comprising a
portion of the Project.
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"Business Days" shall mean Monday through Friday, except holidays; "holiday" shall
mean those holidays specified by the laws of the United States or the State of Cali fomi a and all
holidays to which employees of the University are entitled from time to time.
"Campus" shall mean any facility owned, operated or occupied by University of
California, Davis campus together with all associated unimproved land and access routes.
"Capital Expenditures" shall have the meaning set forth in Section 6.1 of this Lease.
"Capital Reserve Account" shall have the meaning set forth in Section 6.1 ofthis Lease.
"Capital Reserve Threshold" shall have the meaning set forth in Section 6.1 of this
Lease.
"Casualty Abatement Period" shall have the meaning set forth in Section 10.3 of this
Lease.
"Certificate of Occupancy" shall mean a written notice issued by the University
Inspectors with respect to any Building, or applicable portion thereof, in accordance with
Section 5.9 and Exhibit D, certifying that such Building, or applicable portion thereof, is
complete (with conditions) and ready for occupancy.
"Certified Preliminary Plans" shall mean Preliminary Plans that have been approved by
the University or to not require University approval in accordance with the
provisions in Section 5.3 and Exhibit S attached hereto.
"Claims" shall mean any and all claims, suits, causes of action, demands, losses,
damages, diminution of property value, liabilities, fines, penalties, costs, taxes, charges,
administrative and judicial proceedings, orders, judgments, remedial actions and compliance
requirements, including, without limitation, enforcement and clean-up actions, third-party tort
and property claims, natural resource damages and other expenses (including, without limitation,
attorneys' and consultants' and experts' fees and costs of defense).
"CLC" shall mean the California Labor Code.
"Closing" shall have the meaning set forth in Section 12.4 of this Lease.
"Commencement of Construction Date" shall mean the date upon which (i) University
issues a permit for any portion ofthe Work, including, without limitation, any grading Work to
be completed upon any portion ofthe Initial Leased Land, and (ii) Lessee has commenced any
portion of the Work.
"Commercial Lot" shall have the meaning set forth in Recital C of this Lease.
"Commercial Sublease" shall mean a sublease of any portion of the office/retail
components of the Mixed-Use Area, including any University Sublease related to office/retail
components ofthe Mixed-Use Area, having a term which does not extend beyond the Term
Expiration Date and otherwise complying with the requirements of Section 6.3 of this Lease.
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"Completion" shall mean, (i) with respect to the Delegated Punch List Work, the
issuance by University of a Letter of Completion with respect to all Delegated Punch List Work,
(ii) with respect to each Building, the issuance of a Certificate of Occupancy with respect to such
Building pursuant to Exhibit D, and (iii) with respect to each of the Joint Financing Buildings
(other than the Buildings under this Lease), the issuance ofa Certificate of Occupancy with
respect to each such Joint Financing Building in accordance with the respective Student Housing
Sub-Phase Lease governing the development, use and occupancy of such Joint Financing
Building.
"Completion Net Worth" shall have the meaning set forth in Section 16.3 of this lease.
"Completion of the Joint Financing Projects" shall mean the issuance by University of
a Letter of Completion with respect to all Delegated Punch List Work with respect to each oftht;
Joint Financing Projects, and the issuance by University of a Certificate of Occupancy with
respect to the final Joint Financing Building which is to be constructed as a portion of the Joint
Financing Projects.
"Completion ofthe Project" shall mean the issuance by University of a Letter of
Completion with respect to all Delegated Punch List Work, and the issuance by University of a
Certificate of Occupancy with respect to the final Building which is to be constructed as a
portion ofthe Project.
"Construction Contract" shall mean that certain guaranteed maximum price contract
between Lessee and Lessee's Contractor, reviewed and approved by the University pursuant to
Section 5.7 of this Lease.
"Construction Commencement" shall mean the date on which (i) all applicable
Governmental Authorizations and University Authorizations required to be obtained to permit
the commencement of the Work with respect to an individual Building have been obtained, and
(ii) Lessee has commenced the Work with respect to such Building, including, without
limitation, authorized Lessee's Contractor to proceed with the Work with respect to such
Building.
"County" shall mean the County of Yolo, State of California.
"CPI Index" shall mean the Consumer Price Index - All Urban Consumers, for the San
Francisco-Oakland-San Jose Area, reflecting All Items, published by the Bureau of Labor
Statistics ofthe United States Department of Labor (1982-84=100). If the base year ofthe CPI
Index is changed, then the calculation hereunder shall be made utilizing the appropriate
conversion factor published by the Bureau of Labor Statistics (or successor agency) to reflect the
base year of the CPI Index herein specified. lfno such conversion factor is published, then the
parties shall, if possible, make the necessary calculation to achieve such conversion. If such
calculation is not possible, or if publication of the CPI Index is discontinued, or if the basis of
calculating the CPI Index is materially changed, the term "CPI Index" shall mean comparable
statistics on the cost of living as computed by an agency of the United States Government
performing a function similar to the Bureau of Labor Statistics, or, if none, by a substantial and
OHS West:260944874, I -4-
responsible periodical or publication of recognized authority most closely approximating the
result which would have been obtained using the CPI Index.
"Current Dollars" shall mean a specified dollar amount stated herein multiplied by a
fraction the numerator of which is the CPIJndex last published prior to the Adjustment Date
applicable to the year in which the subject dollar amount is being measured, and the denominator
of which is the CPI Index last published prior to February 1,2007.
"Debt Service Coverage Ratio" shall mean the Net Operating Income for the Project
divided by an amount equal to the aggregate amount of interest and principal which will be
payable under all Project Financing which is proposed to be in place following any such
refinancing, collectively, during the twelve (12) full calendar month period following the date of
such measurement; provided, however, (a) for the purpose of calculating "Net Operating
Income" utilized in computing the "Debt Service Coverage Ratio", the Net Operating Income
shall be computed using the actual rents reflected within the most recent monthly rent roll for the
Project multiplied by twelve (12) to extrapolate to an annual rental stream, and using a Project
expense factor computed based upon the actual expenses for the twelve (12) full calendar month
period preceding the date of such measurement, and (b) for the purpose of calculating "Debt
Service Coverage Ratio" with respect to the initial refinancing of the construction loan following
Completion of the Project, the Net Operating Income will be computed assuming ninety-six
percent (96%) occupancy of the Buildings at the initial rental amount being charged to
Occupants pursuant to Lessee's marketing materials and operating budget for the Project.
"Deed of Trust" shall have the meaning set forth in Section 16.2 of this Lease.
"Delegated Punch List Work" shall mean the work, if any, outlined in a Certificate of
Substantial Completion issued to WVCP (whether prior to or after the Effective Date) with
respect to any Delivered Infrastructure which is to be completed by Lessee (for example,
landscaping and lighting), as generally described in Exhibit I attached hereto.
"Delivered Infrastructure" shall mean the Infrastructure Improvements which have
become "Delivered Infrastructure" as defined in and determined pursuant to the Master Lease.
"Demolish(ed)" or "Demolition" shall mean demolition of portions of the Project,
removal of all debris resulting therefrom, and restoration of the Leased Land to a condition
specified by the University, but which shall not be a better condition than the Leased Land was
in prior to the Effective Date.
"Demolition Reserve Account" shall have the meaning set forth in Section 14.2(b) of
this Lease.
"Design Standards" shall mean collectively (i) the requirements set forth within the
Implementatiori Plan, (ii) the Development Standards, and (iii) the Design Review Criteria
adopted by the DIG, as amended from time to time.
"Development Agreements" shall mean collectively, the agreements between Lessee
and Lessee's Contractor pertaining to development of the Project, the agreements between
OHS West:260944874.1 -5-
Lessee and Lessee's Architect pertaining to any element of the Project, the agreements between
Lessee and Lessee's Engineer pertaining to any element of the Project.
"Development Documents" shall mean all plans, schematics, drawings, specifications
and documents evidencing governmental approvals or pa .. rtial approvals; permits; environmental
documents; soil, engineering and planning studies; construction drawings and working drawings
and the like, pertaining to the Project.
"Development Standards" shall mean the standards for development ofthe Master
Project outlined within Exhibit U attached hereto.
"DIG" shall have the meaning set forth in Section 5.3 of this Lease.
"Effective Date" shall mean the date set forth as the Effective Date in the preamble of
this Lease.
"EIR" shall mean the 2003 LRDP EIR, as amended and updated by the 2005 Addendum
No. 1 thereto.
"Election Notice" shall have the meaning set forth in Section 12.2(b) ofthis Lease.
"Entitlements Documents" shall mean collectively, the LRDP, the EIR and the
Implementation Plan (but only with respect to design review and land use).
"Environmental Consultant" shall mean a third party consultant with expertise in the
clean-up and remediation of Hazardous Substances who has been selected by Lessee and
reasonably approved by the University.
"Environmental Remediation Plan" shall mean a plan for clean-up and remediation of
Hazardous Substances which is designed to (x) comply with all Applicable Laws and the
Entitlements Documents, (y) achieve a long-term solution for the affected land area that will
permit the use ofthe affected land area for the uses contemplated in connection with the Master
Project (except if and to the extent no other alternative is permitted by Applicable Laws), and
(z) ensure that monitoring or other facilities are not required to be maintained on the affected
land area past the end of the Term (except if and to the extent no other alternative is permitted by
Applicable Laws).
"FF&E" shall mean furniture, fixtures, appliances, machinery, apparatus, equipment and
other personal property owned by Lessee and located within any ofthe Buildings or otherwise
located on the Leased Land.
"Floor Amount" shall mean an amount which is determined on an individual Bl,lilding
by individual Building basis and shall be equal to the subject Building's allocable share of the
then outstanding principal balance of the Project Financing encumbering the Project based upon
the Loan Allocation (provided that in connection with the financing of the initial construction of
the Project only, University acknowledges that interest payments will be capitalized such that the
principal balance of the Project Financing encumbering the Project during the initial construction
ofthe Project, and the respective Loan Allocation amount derived therefrom, shall include,
OHS West:260944874.!
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interest payments accruing during the construction period which are funded through the subject
Project Financing Documents which have been included within the construction budget
presented to the University in connection with the determination ofthe loan to cost ratio for
purposes of item (i) of Section 16.2 below and the Loan Allocation); provided, however, that
(x) in the case of any Joint Financing, the "Floor Amount" shall be determined for each ofthe
Joint Financing Buildings on an individual Joint Financing Building by individual Joint
Financing Building basis and shall be equal to the subject Joint Financing Building's allocable
share of the then outstanding principal balance of the Joint Financing encumbering the Joint
Financing Projects; (y) except as provided above with respect to the Project Financing obtained
in connection with the initial construction ofthe Project, the Floor Amount shall be computed on
the principal amount of the subject Project Financing only, and shall not include any outstanding
and unpaid interest (except as provided above with respect to the Project Financing of the initial
construction of the Project), late fees, default interest or other penalties, charges, fees, expenses
or other amounts that the subject Leasehold Mortgagee may charge to the borrowerlLessee, and
(z) the Floor Amount shall not include any portion of any principal amount applicable to any
increase in the principal loan amount of such Project Financing funded by the subject Leasehold
Mortgagee, unless (A) the aggregate principal amount ofthe subject Project Financing complied
with the provisions of items (i) or (ii), respectively, of Section 16.2 below at the time such
additional principal amount was disbursed, and (B) borrowerlLessee was not in default under the
subject Project Financing or the Lease at the time such additional principal amount was
disbursed.
"Force Majeure" shall mean a prevention, delay or stoppage of a party's performance of
its obligations under this Lease which arises as a result of (i) events beyond the reasonable
control and prevention of the party affected by the delay, including, without limitation, strikes,
acts of God, inability to obtain labor or materials, governmental restriction or delay (but only to
the extent that any such delay is not attributable to the willful or negligent failure of the party
whose performance is delayed to comply with requirements imposed by Applicable Laws,
Governmental Authorizations, University Authorizations, University Regulations and/or the
Entitlements Documents), enemy action, civil commotion, fire, or other casualty, but
(w) expressly excluding financial inability, (x) expressly acknowledging that the actions of any
party's employees, agents and contractors are to be deemed to be within the reasonable control
and prevention of such party for the purposes of this definition, (y) expressly acknowledging that
the actions of any WVCP Parties are to be deemed to be within the reasonable control and
prevention of Lessee for the purposes of this definition unless such actions (1) amount to a
failure to perform WVCP's obligations under the Master Lease which failure arises as a result of
an event of "Force Majeure" (as such term is defined within and determined pursuant to the
terms ofthe Master Lease), and (2) such failure by the WVCP actually prevents, delays or stops
Lessee's performance of its obligations under this Lease, and (z) expressly acknowledging that
the actions of any Sub-Phase Lessee Parties (other than any Third Parties) while on or about the
Leased Land are to be deemed to be within the reasonable control and prevention of Lessee for
the purposes of this definition unless such actions of such party (1) amount to a failure ofa
Sub-Phase Lessee to perform such Sub-Phase Lessee's obligations under the Sub-Phase Lease to
which such Sub-Phase Lessee is a party which failure arises as a result of an event of "Force
Majeure" (as such term is defined within and determined pursuant to the terms ofthe Sub-Phase
Lease to which such Sub-Phase Lessee is a party), and (2) such failure by the subject Sub-Phase
Lessee actually prevents, delays or stops Lessee's performance of its obligations under this
OHS West:260944874.1 -7-
Lease, or (ii) with respect to a claim of Force Majeure by (x) Lessee or Guarantor, as the affected
party, any University Default, which adversely affects such affected party's ability to perfonn,
and (y) University as the affected party, any Lessee Default which adversely affects University's
ability to perform.
"GAAP" shall mean Generally Accepted Accounting Principles, consistently applied.
"Governmental Authorizations" shall mean (i) as applied to the Lessee Parties, the
Sub-Phase Lessee Parties, the Occupants (and their guests and invitees) and Guarantor, any and
all consents, approvals, and pennits of applicable governmental authorities having jurisdiction
over the Leased Land as may be necessary to construct the Project and/or the Delegated Punch
List Work and/or operate the Project in the manner contemplated by this Lease, excluding any
University Authorizations, and (ii) as applied to the University and the University Parties, any
and all consents, approvals, and permits of applicable governmental authorities having
jurisdiction over the Master Project Leased Land, the University Infrastructure Improvements
and/or the Delivered Infrastructure as may be necessary for University or any such University
Party, as applicable, to fulfill its obligations hereunder, excluding the University Authorizations.
"Guarantor" shall mean CP Investment Fund II, L.P" a Delaware limited partnership.
"Guaranty" shall mean that fonn of Guaranty attached hereto as Exhibit E.
"Hazardous Substance" shall mean (a) any material or substance defined as (i) a
"hazardous waste," "extremely hazardous waste" or "restricted hazardous waste" under Sections
25115, 25117 or 25122.7, or listed pursuant to Section 25140 ofthe California Health and Safety
Code, Division 20, Chapter 6.5 (Hazardous Waste Control law); (ii) a "hazardous substance"
under Section 26316 of the California Health and Safety Code, Division 20, Chapter 6.8
(Carpenter-Presley-Tanner Hazardous Substance Account Act); (iii) a "hazardous material,"
"hazardous substance" or "hazardous waste
ll
under Section 25501 of the California Health and
Safety Code, Division 20, Chapter 6.95, "Hazardous Substance" under Section 25281 of the
California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of
Hazardous Substances); (iv) a "hazardous substance
ll
pursuant to Section 101 of the
Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. 9601 et
seq. (42 U.S.C. 9602) or any regulations promulgated thereunder or pursuant thereto; and (v) a
"hazardous waste" pursuant to the Resource Conservation and Recovery Act. 42 U.S.C. 6901
et seq. (42 U.S.C. 6901) or any regulations promulgated thereunder or pursuant thereto; (b) any
material or substance listed under Article 9 or defined as "hazardous" or "extremely hazardous"
pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20;
(c) any material or substance designated as a "hazardous substance" pursuant to Section 311 of
the Clean Water Act,33 U.S.C. 1251 et seq. (33 U.S.C. 1321) or listed pursuant to Section
307 of the Clean Water Act (33 U.S.C. 6903) or any regulations promulgated thereunder or
pursuant thereto; (d) petroleum, petroleum by-products, gasoline, diesel fuel, or other petroleum
hydrocarbons; (e) aspestos and asbestos-containing material, in any fonn, whether friable or
non-friable; (f) polychlorinated biphenyls; (g) lead and lead-containing materials; or (h) any
additional substance, material or waste found to be a pollutant, contaminant, hazardous waste or
hazardous substance in any reported decision of a federal or Califoronia state court, and gives rise
OHS West:26094487401
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to liability under any federal or California common law theory based on nuisance or strict
liability.
"Hazardous Substance Condition" shall mean the presence of any Hazardous
Substance on or about the Leased Land which is in violation of any Applicable Laws and/or the
Entitlements Documents.
"Hazardous Substance Response Report" shall mean an environmental report prepared
by the Environmental Consultant with respect to any Hazardous Substance Condition which shall
reflect, with reasonable specificity, (i) the nature of the subject Hazardous Substance Condition,
(ii) an Environmental Remediation Plan for the remediation and clean-up of such Hazardous
Substance Condition, (iii) an estimated timeline for performance of the clean-up and remediation
outlined in the Environmental Remediation Plan, and (iv) an estimated budget for completing the
clean-up and remediation outlined in the Environmental Remediation Plan.
"Implementation Plan" shall mean the document entitled "West Village Implementation
Plan" dated November 2006, attached hereto as Exhibit G, as amended from time to time.
"Infeasibility Termination Date" shall mean the date which is fifteen (15) Business
Days following the delivery ofa Notice oftermination pursuant to Article XVII of this Lease.
"Infrastructure Improvements" shall mean the "First Infrastructure Segment" together
with all "Required Infrastructure Improvements" corresponding to and serving the Leased Land
(as such terms are defined in, and to be constructed by WVCP pursuant to, the Master Lease).
"Inspection Fees" shall have the meaning set forth in Section 7.3 of this Lease.
"Inspection Fee Cap" shall mean an amount equal to the product of (i) a fraction the
numerator of which is the CPI Index last published prior to the date of issuance of the final
Certificate of Occupancy with respect to the Project, and the denominator of which is the CPI
Index last published prior to May 1, 2006, multiplied by (ii) an amount equal to the sum of
(x) the product of Five Hundred Dollars ($500.00) multiplied by the number of Apartments
which comprise a portion of the Project, plus (y) an amount for the mixed-use office and retail
space which comprise a portion of the Project, if any, which does not exceed the amount charged
by the City of Davis for comparable inspection fees.
"Interest" shall have the meaning set forth in Section 21.13 of this Lease.
"Joint Financing" shall mean ajoint loan for purposes of providing Project Financing in
connection with the construction and/or future operation oftwo or more projects to be located
within the Student Housing Area.
"Joint Financing Building" shall mean each individual commercial/residential building
comprising a portion of the Joint Financing Projects.
"Joint Financing Debt Service Coverage Ratio" shall mean the aggregate Joint
Financing Net Operating Income for the Joint Financing Projects divided by an amount equal to
the aggregate amount of interest and principal which will be payable under all Project Financing
OHS West:260944874.1 -9-
with respect to the Joint Financing Projects which is proposed to be in place following any such
refinancing, collectively, during the twelve (12) full calendar month period following the date of
such measurement; provided, however, (a) for the purpose of calculating "Joint Financing Net
Operating Income" utilized in computing the "Joint Financing Debt Service Coverage Ratio", the
Joint Financing Net Operating Income shall be computed using the actual rents reflected within
the most recent monthly rent roll for the Joint Financing Projects multiplied by twelve (12) to
extrapolate to an annual rental stream, and using an expense factor with respect to the Joint
Financing Projects computed based upon the actual expenses for the twelve (12) full calendar
month period preceding the date of such measurement, and (b) for the purpose of calculating
"Joint Financing Debt Service Coverage Ratio" with respect to the initial refinancing of the
construction loan following Completion ofthe Joint Financing Projects, the Joint Financing Net
Operating Income will be computed assuming ninety-six percent (96%) occupancy of the Joint
Financing Buildings at the initial rental amount being charged to Occupants pursuant to each of
the Joint Financing Guarantors' respective marketing materials and operating budget for the Joint
Financing Projects.
"Joint Financing Guarantors" shall mean collectively, Lessee and all other Sub-Phase
Lessees who lease portions of the Student Housing Area which are to be encumbered by any
proposed Joint Financing.
"Joint Financing Guaranty" shall mean that form of Joint Financing Guaranty attached
hereto as Exhibit F-2.
"Joint Financing Net Operating Income" shall mean, with respect to any specified
period, (i) all rents, charges, fees, expense recovery, revenues and other income, including
interest income (other than security deposits from tenants or other Occupants under valid leases
or other agreements and insurance, Net Awards and Payments or similar proceeds and awards)
actually received by any of the Joint Financing Guarantors (or by any of their respective agents
for the account of any such Joint Financing Guarantors) in connection with the operation ofthe
Joint Financing Projects (or any portions thereof), determined, on a cash basis, minus (ii) any
expense paid or to be paid by any of the Joint Financing Guarantors (or any of their respective
agents on account or on behalf of any such Joint Financing Guarantors) in connection with the
operation of the Joint Financing Projects or any poritons thereof, determined on an accrual basis,
in accordance with GAAP (excluding depreciation, amortization of intangible assets and
amortization of any costs related to financing (such as points, fees and similar loan origination
fees, including, without limitation, (w) all payments required to be made pursuant to any
management, franchise or other agreement, (x) general and administrative, marketing, utilities,
operations and maintenance and other expenses, (y) Jegal, accounting; appraisal and other
professional fees, costs and disbursements, including annual fees and other amounts (including
indemnity payments) payable annually or otherwise, and (z) taxes, insurance premiums and
impositions of any type, each as calculated for the subject period in which Joint Financing Net
Operating Income is being measured.
"Joint Financing Projects" shall mean the Project together with all other projects
(whether then existing or to be constructed) that are located (or to be located) upon portions of
the Student Housing Area which are leased to the other Joint Financing Guarantors pursuant to
their respective Student Housing Sub-Phase Lease with the University.
OHS West:260944874.1 -10-
"Lease" shall mean this ground lease, as it may be amended from time to time by written
agreement of University and Lessee.
"Leased Land" shall have the meaning set forth in Recital C of this Lease.
"Leased Land Area" shall mean that certain land located in the County of Yolo, State of
California, as more particularly described in Exhibit A-2 attached hereto and incorporated herein
by reference, together with all rights and privileges appurtenant thereto.
"Leasehold Mortgagee" shall mean any bank, savings and loan association, pension
fund, insurance company, bond issuer, or other institutional financial lender who is a party to any
Project Financing Documents, holds a security interest in Lessee's Interest pursuant thereto, and
otherwise meeting the requirements of Section 16.2.
"Leasehold Mortgagee Affiliate" shall mean an entity controlling, controlled by or
under common control with Leasehold Mortgagee.
"Leasehold Mortgagee Excluded Obligations" shall mean (A) any monetary
obligations of Lessee pursuant to (x) items (a) through (g) of Section 13.1, (y) item (i) of Section
13.1, and/or (z) Section 15.3(b), which monetary obligations arise with respect to events first
occurring or conditions existing prior to the date Leasehold Mortgagee acquires Lessee's
Interests in this Lease or enters into a New Lease, and/or (B) any monetary obligations of Lessee
pursuant to item (h) of Section 13.1 to the extent relating to actions of Lessee and/or its
Affiliates; provided, however, that the term Leasehold Mortgagee Excluded Obligations shall not
include, nor shall limitations in this Lease related to Leasehold Mortgagee Excluded Obligations
apply with respect to, the obligation to cure any defect in construction or remedy any condition
necessary for completion of any Building in accordance with this Lease or the obligation to
reimburse University pursuant to Article XV with respect to any such cure or remedy performed
by University.
"Lender's Notice" shall have the meaning set forth in Section 16.6(a) of this Lease.
"Lessee" shall mean WVCP CLUSTER 2, LLC, a California limited liability company.
"Lessee Default" shall have the meaning set forth in Section 15.1 of this Lease.
"Lessee Parties" shall mean (i) Lessee and the employees and agents of Lessee; (ii) prior
to Completion ofthe Project and during the period of any subsequent alterations, renovations,
Restoration, or additions to the Project, or any portion thereof, the construction contractors of
Lessee; (iii) prior to Completion of the Project, any materialman or supplier who is accessing the
Access Areas and/or the Leased Land in connection with such construction activities who has
been engaged by any of the parties referenced in the preceding items (i) and (ii); (iv) during the
period of any alterations, renovations, Restoration, additions or other Work with respect to the
Project, or any portion thereof, having an aggregate value of Fifty Thousand Current Dollars
($50,000.00) and occurring after the Completion of the Project, any materialman or supplier who
is accessing the Access Areas and/or the Leased Land in connection with such Work who has
been engaged by any of the parties referenced in the preceding items (i) and (ii); and
(v) following Completion of any Building comprising a portion ofthe Project, any property
OHS West:260944874.1
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manager, facilities manager, maintenance personnel, landscape manager or similar contractor,
and the respective employees of each such contractor, who have been retained by Lessee, or any
of Lessee's agents, in connection with the operation of the Project; provided, however, if any of
the contractors identified in item (v) above (a) are hired or retained solely as independent
contractors for the purpose of providing goods or services to or for the Project, (b) are not
affiliates of Lessee, (c) are only accessing the Project, or any portions thereof, on a non-repetitive
basis for the purpose of providing contracted work having an aggregate value (in anyone or
more transactions over the course of any twelve (12) consecutive month period ofthe Term) of
less than an amount equal to Twenty Thousand Current Dollars ($20,000.00), and (d) would not
be recognized or treated as the employee or agent of either Lessee or any affiliate of Lessee
under Applicable Laws, then the contractor meeting all of the requirements of the preceding
items (a) through (d) shall not be considered a "Lessee Party" for purposes of the indemnities
provided to the University Indemnitees by Lessee pursuant to Section 13.1 below.
"Lessee Surrender Fee Payment" shall have the meaning set forth in Section 17.2 of
this Lease.
"Lessee's Architect" shall mean MVE Institutional, Inc.
"Lessee's Contractor" shall have the meaning set forth in Section 5.7 of this Lease.
"Lessee's Engineer" shall mean Cunningham Engineering Corporation.
"Lessee's Interest" shall mean Lessee's entire interest in (i) the Leased Land, (ii) the
Project, and (iii) this Lease.
"Letter of Com pletion" shall mean a Notice issued by the University certifying that the
Delegated Punch List Work is complete and evidencing completion of the portion of the
Infrastructure Improvements of which the Delegated Punch List Work is a part.
"Loan Allocation" shall mean the Leasehold Mortgagee's allocation of the principal
amount of the Project Financing between each of the individual Buildings comprising the Project
which allocation shall be made at the time the Project Financing Documents are entered into;
provided, however, in the case of any Joint Financing, the "Loan Allocation" shall be determined
for each ofthe Joint Financing Buildings on the basis of the principal amount of the Joint
Financing.
"Lot" shall have the meaning set forth in Recital B of this Lease.
"Lot Reimbursement Amount" shall have the meaning set forth in Section 17.4 ofthis
Lease.
"LRDP" shall mean the UC Davis Long Range Development Plan, dated October 2003,
and approved by University in November 2003, as amended, updated or replaced from time to
time.
"Master Lease" shall mean that certain Master Ground Lease, dated August 25,2008,
between University and West Village Community Partnership, LLC, a Delaware limited liability
OHS West:260944874.1 -12-
company, as the same may be amended from time to time by the written agreement ofWVCP
and the University.
"Master Lease Effective Date" shall mean August 25, 2008.
"Master Project" shall mean the project to be constructed upon the Master Project
Leased Land, including, without limitation, (i) a mixed use residential and retail development
which is intended to incorporate (x) apartment buildings containing apartment style sleeping
units housing between one thousand eight hundred (1,800) Student Beds and one thousand nine
hundred eighty (1,980) Student Beds, some of which will be located above retail space, and
(y) mixed-use buildings containing approximately forty-four thousand (44,000) gross square feet
of mixed-use office and retail space located beneath floors containing some of the Student Beds
described in, and comprising a portion of, the figures for Student Beds set forth in the preceding
item (x), and (ii) not more than three hundred forty-three (343) Residences.
"Master Project Leased Land" shall have the meaning set forth in Recital A of this
Lease.
"Maximum Student Bed Count" shall mean five hundred fifty-eight (558) Student
Beds.
"Mitigation Measures Responsibilities" shall have the meaning set forth in Section 5.6
of this Lease.
"Mixed-Use Area" shall mean that area designated as "Mixed-Use" as generally
depicted upon Exhibit A-3 attached hereto.
"Modified Terms Notice" shall have the meaning set forth in Section 12.3(d) of this
Lease.
"Modified Terms Offer" shall have the meaning set forth in Section 12.3(d) of this
Lease.
"Municipal Fees Amount" shall have the meaning set forth in Section 7.2(b) of this
Lease.
"Municipal Fees Amount (Construction Phase)" shall have the meaning set forth in
Section 7.2(a) of this Lease.
"Net Awards and Payments" shall have the meaning set forth in Section 1l.1(i) of this
Lease.
"Net Operating Income" shall mean, with respect to any specified period, (i) all rents,
charges, fees, expense recovery, revenues and other income, including interest income (other
than security deposits from tenants or other Occupants under valid leases or other agreements
and insurance, Net Awards and Payments or similar proceeds and awards) actually received by
Lessee (or by any of its agents for the account of Lessee) in connection with the operation of the
Project, determined, on a cash basis, minus (ii) any expense paid or to be paid by the Lessee (or
OHS West:260944874.1
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any of its agents on account or on behalf of Lessee) in connection with the operation of the
Project, determined on an accrual basis, in accordance with GAAP (excluding depreciation,
amortization of intangible assets and amortization of any costs related to financing (such as
points, fees and similar loan origination fees, including, without limitation, (w) all payments
required to be made pursuant to any management, franchise or other agreement, (x) general and
administrative, marketing, utilities, operations and maintenance and other expenses, (y) legal,
accounting, appraisal and other professional fees, costs and disbursements, including annual fees
and other amounts (including indemnity payments) payable annually or otherwise, and (z) taxes,
insurance premiums and impositions of any type, each as calculated for the subject period in
which Net Operating IncolI1:e is being measured.
"New Lease" shall have the meaning set forth in Section 16.6(a)(iii) of this Lease.
"Notices" shall have the meaning set forth in Section 21.1 of this Lease
"Notice of Waiver" shall have the meaning set forth in Section 17.4(c) of this Lease.
"Occupant" shall mean a sublessee who is a party to either a Student Bed Sublease or a
Commercial Sublease.
"OFAC" shall have the meaning set forth in Section 16.3 of this lease.
"Offer Notice" shall have the meaning set forth in Section 12.2(a) of this Lease.
"Offer Terms" shall have the meaning set forth in Section 12.2(b) of this Lease.
"Official Records" shall mean the Official Records ofthe County Recorder of Yolo
County, California.
"OREA(s)" shall mean those certain Operating and Reciprocal Easement Agreement(s)
by and between WVCP, Lessee and certain Sub-Phase Lessees.
"Outside Project Commencement Date" shall mean the date which is twelve (12)
months following the later of (i) the Effective Date, and (ii) the University Infrastructure
Completion Date.
"Outside Project Completion Date" shall mean the date which is sixty (60) months
following the Outside Project Commencement Date (as such date may be extended due to Force
Majeure).
"Partial Taking" shall have the meaning set forth in Section 1l.I(ii) of this Lease.
"Pending Sale Notice" shall have the meaning set forth in Section 12.3(a) of this Lease.
"Performance Guaranty" shall mean that form of Performance Guaranty attached
hereto as Exhibit F-3.
"Permitted Use" shall have the meaning set forth in Section 4.1 of this Lease.
OHS West:260944874.1
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"Permitted Telecommunications License" shall have the meaning set forth in Section
4.8(e) ofthis Lease.
"Physical Condition Claims" shall mean any and all demands, liens, claims, legal or
administrative proceedings, losses, liabilities, damages, penalties, fines, liens, judgments, costs
or expenses whatsoever (including, without limitation, court costs and attorneys' fees and
disbursements), whether direct or indirect, known or unknown, foreseen or unforeseen, that may
arise on account of or in any way be connected with the Project and the development thereof,
including, without limitation, (i) any such items resulting from or arising out of the physical
condition ofthe Access Areas and/or the Leased Land, including, without limitation, all
structural and seismic elements, all mechanical, electrical, plumbing, sewage, heating,
ventilating, air conditioning and other systems, the environmental condition ofthe Access Areas
and the Leased Land and the presence of Hazardous Materials on, under or about the Access
Areas and/or the Leased Land, and (ii) any such items arising in connection with the enforcement
of any federal, state and local statutes, regulations, rules, ordinances, and all other governmental
requirements (including orders of court) applicable to the Leased Land and/or the Project, or any
portion thereof, including, without limitation, any Applicable Laws, University Regulations, the
Entitlements Documents and/or any law or regulation applicable to Hazardous Materials.
"Plans And Specifications" shall mean Certified Preliminary Plans and any additional
plans, specifications, schematics and construction drawings for the Project, which have been
reviewed and approved as provided in Section 5.4 and Exhibits D and U attached hereto.
"Pre-Completion Hazardous Condition" shall have the meaning set forth in Section
17.1 ofthis Lease.
"Preliminary Plans" shall mean the initial proposed plans, specifications, schematics
and design development drawings for the Project, which are to be submitted for review and
approval pursuant to the terms of Section 5.3 and Exhibit S of this Lease. Once the Preliminary
Plans have been approved by the University or determined to not require University approval
pursuant to Section 5.3 and Exhibit S, they will be referred to as the Certified Preliminary Plans.
"Project" shall mean a residential development which is intended to be constructed upon
the Leased Land and to incorporate Buildings containing apartment style sleeping units housing
up to the Maximum Student Bed Count; provided, however, that the term Project shall not
include any Delegated Punch List Work.
"Project Financing" shall have the meaning set forth in Section 16.2 of this Lease.
"Project Financing Documents" shall have the meaning set forth in Section 16.2 of this
Lease.
"Property Management Standards" shall mean the standards for management and
operation of the Project outlined within Exhibit B attached hereto.
"Proprietary Names" shall have the meaning set forth in Section 4.7(c) of this Lease.
"Purchase Offer" shall have the meaning set forth in Section 12.3(a) of this Lease.
OHS West:260944874. 1 -15-
"Recommencement Of Work Notice" shall have the meaning set forth in Section 5.13
of this Lease.
"Recreational Facilities" shall mean the facilities that may be hereinafter developed
upon the portion ofthe Student Housing Area designated as Lot Y, which may include a leasing
office, a recreational facility building, a pool and other facilities.
"Recreational Facilities Agreement" shall mean the Shared Use Agreement and any
other shared use agreement, license or other agreement relating to the Recreational Facilities
entered into between the Sub-Phase Lessees who have rights to use of the Recreational Facilities.
"Recreational Student Housing Cluster" shall mean the portion of the Student Housing
Area designated as Lot Y.
"Reduced Offer Notice" shall have the meaning set forth in Section 12.2(d) of this
Lease.
"Reduced Offer Terms" shall have the meaning set forth in Section 12.2(d) of this
Lease.
"Related Entity" shall have the meaning set forth in Section 6.3 of this Lease.
"Released Parties" shall have the meaning set forth in Section 2.4(d) of this Lease.
"Releasing Parties" shall have the meaning set forth in Section 2.4(d) ofthis Lease.
"Required TNW Amount" shall mean an amount equal to the greater of (i) One
Hundred Million Dollars ($100,000,000.00), and (ii) the product of (x) One Hundred Million
Dollars ($100,000,000.00), multiplied by (y) a fraction the numerator of which is the CPI Index
last published prior to the subject Adjustment Date, and the denominator of which is the CPI
Index last published prior to February 1,2007.
"Residence" shall mean one of the single-family residential units that is intended to form
a part of the Master Project, provided that, for the purposes of this definition, where a
single-family residential unit is located on the same legal parcel of real property as a cottage unit,
such single-family residential unit together with such cottage unit shall count as one Residence.
"Restore" or "Restoration" shall mean the repair, replacement or reconstruction of
damage or destruction caused to any portion bfthe Project, the University Infrastructure
Improvements and/or the Delivered Infrastructure, as applicable, to at least substantially the
same condition of such portion of the Project, the University Infrastructure Improvements andlor
the Delivered Infrastructure, as applicable, as existed prior to such damage Or destruction.
"Right of Offer" shall have the meaning set forth in Section 12.2 of this Lease.
"Rigbt of Redaction" shall have the meaning set forth in Section 16.2 of this Lease.
"Right of Refusal" shall have the meaning set forth in Section 12.3 ofthis Lease.
OHS West:260944874.1 -16-
"Service Provider" shall have the meaning set forth in Section 4.8(e) of this Lease.
"Shared Use Agreement" shall mean an agreement by and between the Sub-Phase
Lessees leasing the Student Housing Area pertaining to the shared use and maintenance of the
Recreational Facilities.
"Stop Work Notice" shall have the meaning set forth in Section 5.13 of this Lease.
"Student Bed" shall mean an apartment style living space improvement, for one
occupant, to be constructed upon the Leased Land as contemplated by the Implementation Plan
and the Design Review Criteria, as interpreted by the DIG, and "Student Beds" shall mean
collectively, all apartment style living space improvements for such occupancy to be constructed
upon the Leased Land as contemplated by the Implementation Plan, the Development Standards,
and the Design Review Criteria; provided, however, in each case any proposed double
occupancy of any residential units shall be noted in any Preliminary Plans submitted with respect
to such residential unit. By way of example, an apartment unit designed for a single occupant
shall count as one (1) Student Bed, an apartment unit designed for dual occupancy (whether in
one bedroom area or two bedroom areas), shall count as two (2) Student Beds, and an apartment
unit designed for quad occupancy (whether in two or more bedroom areas), shall count as
four (4) Student Beds, provided, that in no event shall an Apartment unit be designed for an
aggregate occupancy in excess of six (6) Student Beds.
"Student Bed Sublease" shall mean a sublease agreement entered into between Lessee
and the Occupant of a Student Bed having a term of not greater than twenty-four (24)
consecutive months, but in any event co-terminus with the Term Expiration Date.
"Student Bed Sublease Commencement Date" shall mean the date for initial
occupancy of a Student Bed specified in the Student Bed Sublease with respect to such Student
Bed.
"Student Housing Area" shall mean the areas designated as the Mixed-Use Area and as
the Student Housing Area within Exhibit A-3 to the Master Lease, as such Exhibit may be
modified or amended from time to time.
"Student Housing Sub-Phase Lease" shall mean a Sub-Phase Lease between a
Sub-Phase Lessee and the University entered into pursuant to the terms of Section 6.3 of the
Master Lease for the purpose of development, construction and marketing andlor operation of
buildings housing Student Beds within the Student Housing Area.
"Subdivision Map" shall have the meaning set forth in Recital B ofthis Agreement.
"Sub-Phase Lease" shall mean a lease between a Sub-Phase Lessee and the University
entered into pursuant to the terms of the Master Lease for the purpose of development,
construction and marketing andlor operation of a cluster of Lots within the Master Project
Leased Land.
"Sub-Phase Lessee" shall mean a party (other than Lessee) who, pursuant to the terms of
the Master Lease, has entered into a lease with University for the purpose of development,
OHS West:260944874.1
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construction and marketing and/or operation of a cluster of Lots within the Master Project
Leased Land.
"Sub-Phase Lessee Parties" shall mean (i) all Sub-Phase Lessees and their respective
employees and agents; (ii) with respect to all Sub-Phase Leases, during the period prior to the
issuance of a Certificate of Occupancy with respect to all improvements to be constructed
pursuant to the terms of each Sub-Phase Lease, (a) the construction contractors ofthe Sub-Phase
Lessee who is a party to such Sub-Phase Lease, and (b) any materialman or supplier who is
accessing the Access Areas and/or the Leased Land in connection with such construction
activities who has been engaged by such Sub-Phase Lessee, or its employees, agents or the
construction contractors referenced in the preceding item (ii)(a); and (iii) with respect to each
Sub-Phase Lease involving Student Beds and the Recreational Student Housing Cluster, during
the period of any alterations, renovations, restoration, or additions conducted following the
issuance of a Certificate of Occupancy with respect to all improvements to be constructed
pursuant to the terms of such Sub-Phase Lease, (a) the construction contractors of the Sub-Phase
Lessee who is a party to such Sub-Phase Lease, and (b) any materialman or supplier who is
accessing the Access Areas and/or the Leased Land in connection with such construction
activities who has been engaged by such Sub-Phase Lessee, or its employees, agents or the
construction contractors referenced in the preceding item (iii)(a).
"Taking" shall have the meaning set forth in Section 1l.1(iii) of this Lease.
"Tangible Net Worth" shall mean (x) the aggregate value of the tangible assets of the
party whose Tangible Net Worth is being tested, determined (i) in accordance with GAAP
excluding amortization and depreciation, or (ii) by the fair market value of assets, as verified by
third party MAl certified appraisals, minus (y) the aggregate value of the liabilities ofthe party
whose Tangible Net Worth is being tested, determined in accordance with GAAP; provided,
however, that in no event shall any valuation with respect to intangible assets ofthe party whose
Tangible Net Worth is being tested be included within the computation of Tangible Net Worth,
including, without limitation, any valuation applicable to any so called "goodwill" or "blue sky".
"Taxes" shall mean all real property taxes, assessments, possessory use or interest taxes,
and other governmental fees, assessments and charges, water and sewer rates and charges and
other similar governmental charges, whether general or special, ordinary or extraordinary, which
may be levied, assessed, charged or imposed, or may become a lien or charge upon the Leased
Land, the Project or any part or parts thereof, or upon Lessee's estate created by this Lease,
including, without limitation, possessory use or interest taxes affecting land, any buildings, any
parking facilities or any other improvements now or hereafter at any time during the Term
located at or on the Leased Land.
Lease.
"Temporary Taking" shall have the meaning set forth in Section 1l.1(iv) of this Lease.
"Term" shall have the meaning set forth in the first paragraph of Section 2.3 of this
"Term Expiration Date" shall have the meaning set forth in Section 2.3 of this Lease.
OHS West:260944874. I -18-
"Termination Fee Payment" shall mean the amount computed pursuant to Exhibit V
attached hereto.
"Third Party" shall mean a Sub-Phase Lessee which is neither WVCP nor an Affiliate.
"Trigger Amount" shall have the meaning set forth in Section 10.2 of this Lease.
"Total Taking" shall have the meaning set forth in Section 1l.I(v) ofthis Lease.
"Total Unit Reduction" shall have the meaning set forth in Section 1l.I(vi) ofthis
Lease.
"University" shall have the meaning set forth in the preamble of this Lease.
"University Authorizations" shall mean (i) as applied to the Lessee Parties, the
Sub-Phase Lessee Parties, the Occupants (and their guests and invitees) and Guarantor, any and
all consents, approvals, and permits of the University as may be necessary to construct the
Project and/or the Delegated Punch List Work and/or operate the Project in the manner
contemplated by this Lease; provided, however, with respect to consents, approvals and permits
to the extent related to the review and approval of construction related activities and conduct of
construction activities, including, design and plan review with respect to the Work, the
University Authorizations shall be limited to those set forth on Exhibit D attached hereto, and
(ii) as applied to the University and the University Parties, any and all consents, approvals, and
permits of University as may be necessary for University or any such University Party, as
applicable, to fulfill its obligations hereunder.
"University Default" shall have the meaning set forth in Section 15.2 of this Lease.
"University Indemnitees" shall have the meaning set forth in Section 13.1 of this Lease.
"University Infrastructure Completion Date" shall mean May 18, 2010.
"University Infrastructure Improvements" shall mean the improvements described in
Exhibit K attached hereto.
"University Infrastructure Required Completion Date" shall mean the date
constituting the "University Infrastructure Required Completion Date" (as defined in and
determined pursuant to the Master Lease), as such date may be extended due to "Force Majeure"
(as defined within and determined pursuant to the Master Lease).
"University Inspectors" shall mean the persons designated by University from time to
time to provide inspection services on behalf of University for the Work, including, without
limitation, any third party consultant retained by University for such purpose.
"University Parties" shall mean (i) University, and (ii) the employees, agents and
construction contractors of University, including University Inspectors, (iii) any materialman or
supplier who is accessing the Access Areas and/or the Leased Land in connection with the work
to be performed by University in connection with the University Infrastructure Improvements
OHS West:260944874.1
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and/or the Delivered Infrastructurewho has been engaged by any of the parties referenced in the
preceding items (i) and (ii); and (iv) following Completion of any Building comprising a portion
of the Project, any property manager, facilities manager, maintenance personnel, landscape
manager or similar contractor, and the respective employees of each such contractor, who have
been retained by University, or any ofUniversity's agents, in connection with the operation of
the Access Areas and/or Project, including, the maintenance and repair of the University
Infrastructure Improvements and the Delivered Infrastructure; provided, however, that (a) in no
event shall University Parties include (x) without limiting the provisions of any University
Sublease, any employee who is accessing any portion of the Master Project Leased Land as an
owner or Occupant of any Residence or any Student Bed, unless such employee is acting within
the scope of employment, or (y) any student of the University, or (z) without limiting the
provisions of any University Sublease, any Occupant under any Commercial Sublease or the
employees, agents, contractors or invitees of such sublessee; and (b) if any of the contractors
identified in item (iv) above (x) are hired or retained solely as independent contractors for the
purpose of providing goods or services to or for the Access Areas and/or Project, (y) are only
accessing the Access Areas and/or Project, or any portions thereof, on a non-repetitive basis for
the purpose of providing contracted work having an aggregate value (in anyone or more
transactions over the course of any twelve (12) consecutive month period of the Term) of less
than an amount equal to Twenty Thousand Current Dollars ($20,000.00), and (z) would not be
recognized or treated as the employee of University under Applicable Laws, then the contractor
meeting all of the requirements of the preceding items (x) through (z) shall not be considered a
"University Party" for purposes of the indemnities provided to the Lessee Indemnitees by
University pursuant to Section 13.2 below.
"University Regulations" shall mean all policies, procedures, and regulations
promulgated by University, as reasonably applied, pertaining to the use of University's property
generally and to activities taking place on the Campus, including, without limitation, those
relating to health, safety, and traffic enforcement; provided, however, with respect to regulations,
to the extent such regulations relate to the review and approval of construction related activities
and conduct of construction activities, including, design and plan review with respect to the
Work, the University Regulations shall be limited to those set forth on Exhibit H attached
hereto.
"University Sublease" shall mean a sublease of any portion of the Project in which
University is the Sublessee.
"Unique Resource" shall have the meaning set forth in Section 17.5 of this Lease.
"Violations" shall have the meaning set forth in Section 4.3 of this Lease.
"West Village" shall mean the residential and mixed-use project which is intended to be
constructed upon the Master Project Leased Land, which project will include the Project.
"Work" shall mean (i) with regard to all periods prior to Completion of the Project,
Lessee's construction activities and obligations with respect to the Project and the Delegated
Punch List Work, including, without limitation, any site preparation performed, or to be
performed, on or about the Leased Land and the obligation for payment for any costs and
OHS West:260944874.1
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expenses associated with the foregoing, and (ii) with regard to all periods from and after the
Completion of the Project, Lessee's construction activities and obligations with respect to any
changes, alterations, renovations, Restoration, Demolition involving any portion of the Project;
provided, however, for purposes of this item (ii), the term "Work" shall not include (x) any
repainting, recarpeting or landscape maintenance (as opposed to landscape construction and
installation), or (y) any such changes, alterations, renovations, Restoration, Demolition having an
aggregate value of less than Fifty Thousand Current Dollars ($50,000.00).
"WVCP" shall mean the lessee under the Master Lease.
"WVCP Parties" shall mean (i) WVCP, (ii) the employees, agents and construction
contractors ofWVCP, and (iii) any materialman or supplier who is accessing the Access Areas
and/or the Master Project Leased Land in connection with the Master Project who has been
engaged by any of the parties referenced in the preceding items (i) and (ii).
ARTICLE II
GRANT, TERM AND CONDITION
Section 2.1 Lease. In consideration-of the covenants and agreements to be observed
and performed by the parties hereto, effective as ofthe Effective Date, University hereby leases
to Lessee, and Lessee hereby hires from University, the Leased Land to be used solely for the
Permitted Use. Subject to the rights reserved to University hereunder, including, without
limitation the rights set forth in Section 4.8, Section 5.9, Section 15.3 and Section 21.4, Lessee
shall have the right to the exclusive use of the Leased Land for the purposes set forth in this
Lease. In addition, University hereby grants to the Lessee Parties, a non-exclusive license to
enter upon (i) those road and street areas of the Campus which lie West of State Route 113 that
are reasonably necessary in order to obtain access to the Leased Land for purposes of allowing
Lessee to perform its obligations and enjoy its rights and privileges hereunder, and (ii) the
Delivered Infrastructure Areas (as such term is defined in and such areas are determined pursuant
to the Master Lease), together with those portions ofthe Master Project Leased Land generally
depicted upon the Subdivision Map as roadways and landscape areas, for the purpose of
obtaining access to the Leased Land and completing construction of the Delegated Punch List
Work, in each case, to allow Lessee to perform its obligations and enjoy its rights and privileges
hereunder (the preceding items (i) and (ii), collectively herein the "Access Areas"), which
licenses shall not be revoked by University so long as this Lease remains in full force and effect,
but shall be co-terminus with the expiration or earlier termination of this Lease. Lessee hereby
acknowledges and agrees that, in exercising the rights with respect to the Access Areas granted
pursuant to the preceding sentence, the Lessee Parties shall (A) comply with all Applicable
Laws, Governmental Authorizations, University Authorizations, University Regulations and the
Entitlements Documents, and (B) coordinate their respective activities with, and avoid
interference with the operations of, the WVCP Parties and the Sub-Phase Lessee Parties. In
addition, University hereby grants to each Occupant and to the invitees of such Occupant, a
non-exclusive license to enter upon the Access Areas as reasonably necessary in order to obtain
access to the Leased Land for purposes of allowing such Occupant to enjoy its rights and
privileges under the respective Student Bed Sublease or Commercial Sublease to which such
Occupant is a party. Such license shall not be revoked by University for any Occupant so long
OHS West:260944874.1 -21-
as the Occupant has a Commercial Sublease or Student Bed Sublease which is in full force and
effect.
Section 2.2 Reserved.
Section 2.3 Ium.. The term ("Term") of this Lease shall commence on the Effective
Date and expire, without notice or other action by either party, at 12:00 midnight on the
sixty-fifth (65
th
) anniversary of the Construction Commencement for the first Building (the
"Term Expiration Date").
Section 2.4 Condition of Leased Land.
(a) Lessee's Investigation. Lessee accepts the Leased Land "as is/in its
present condition/with all faults" without representation or warranty of University of any kind,
including, without limitation, any representation or warranty as to the nature and/or scope of any
Governmental Authorizations necessary in connection with the Project andlor any portion
thereof and subject to all encumbrances, liens, restrictions, or other matters affecting title as of
the Effective Date (collectively, "Title Exceptions"), whether such Title Exceptions are of
record or not; provided, however, that the foregoing .acceptance shall not waive, limit or release
University's obligations within this Lease with respect to (i) completion of the University
Infrastructure Improvements, (ii) maintenance and repair of the University Infrastructure
Improvements and the Delivered Infrastructure, and (iii) any Physical Conditions Claims
resulting from or arising out of the activities Many University Parties in performance of the
obligations referenced in the preceding items (i) and (ii). Lessee acknowledges that it has had
the advice of such independent attorneys, professional consultants and experts as it deems
necessary in connection with its investigation and study of the Leased Land and has, to the extent
it deemed necessary, independently investigated the condition of the Leased Land, including the
soils, hydrology and seismology thereof, title to the Leased Land, and the Applicable Laws,
Governmental Authorizations, University and the Entitlements Documents relating
to the construction, operation, leasing and sale of the Project, including, without limitation, the
Buildings. Without limiting the foregoing, Lessee acknowledges that prior to entering into this
Lease, (i) Lessee has had the opportunity to fully review the LRDP and the EIR, (ii) Lessee
received Lessee's Interest through a transaction involving WVCP and WVCP has been actively
involved in the development ofthe Implementation Plan, and (iii) Lessee has been fully
informed that the construction, operation, leasing, maintenance, sale and use of the Project, and
all portions thereof, and all use ofthe Leased Land shall be subject to compliance with
Applicable Laws, the Governmental Authorizations, the University Authorizations, the
University Regulations and the Entitlements Documents.
(b) Suitability of Site. University makes no warranty as to the suitability of
the Leased Land for the uses permitted by this Lease; provided, however, that neither the
non-existence of any such warranty nor Lessee's agreement to proceed without such a warranty
shall constitute, nor be deemed to constitute, a waiver, limitation or release of University's
obligations within this Lease with respect to (i) completion of the University Infrastructure
Improvements, (ii) maintenance and repair ofthe University Infrastructure Improvements and the
Delivered Infrastructure, and (iii) any Physical Conditions Claims resulting from or arising out of
the activities of any University Parties in performance ofthe obligations referenced in the
ORS West:260944874.! -22-
preceding items (i) and (ii). University makes no covenants or warranties respecting the
condition of the soil, subsoil or any other condition ofthe Leased Land, nor does University
make any covenant, representation or warranty regarding the suitability ofthe Leased Land for
the proposed development, construction or use by Lessee, including, without limitation,
operation of the Project in the manner contemplated by this Lease. Without limiting the
foregoing, Lessee acknowledges that the soil on the Leased Land mayor may not be suitable for
the purposes intended by Lessee or be of such character and condition so as to require special
engineering for construction of the Project, including, without limitation, the Buildings. In
connection with the foregoing, Lessee acknowledges and agrees that Lessee shall be responsible
for any damage or destruction to the Leased Land or any real property adjacent to or serving as
ingress to or egress from the Leased Land (including, without limitation, any damage resulting
from land subsidence or soil instability) to the extent either reSUlting from or arising out of the
activities of any of the Lessee Parties on the Leased Land. Notwithstanding anything to the
contrary herein, University shall not be responsible for any land subsidence, soil instability or
damage resulting from or arising out of such subsidence or soil instability on the Leased Land,
with the exception of any such land subsidence, soil instability or damage which results from or
arises out of either (i) University's obligations to be performed pursuant to Section 5.1 below, or
(ii) any other actions of University taken after the Master Lease Effective Date; provided,
however, Lessee hereby acknowledges that the mere act of entering into any licenses or
easements which are contemplated pursuant to this Lease shall not constitute an action of
University for purposes of the preceding item (ii), shall not cause nor be deemed to cause the
respective lessee, licensee or grantee, as applicable, thereunder to be a University Party or a party
within the control of University, nor shall University have any liability or obligation with respect
to any actions taken by such lessee, licensee, or grantee, as applicable, whether on or about the
Leased Land, the Master Project Leased Land and/or the Access Areas. With the exception of
construction and installation ofthe University Infrastructure Improvements, maintenance and
repair of the University Infrastructure Improvements and the Delivered Infrastructure and
permitting the Lessee Parties and the Occupants to access the Leased Land over the Access
Areas, University shall not be required or obligated to make any changes, alterations, additions,
improvements or repairs in, on, under or about the Leased Land or any changes, alterations,
additions or improvements to any real property adjacent to or serving as ingress or egress from
the Leased Land.
(c) University's Continuing Obligations. Nothing in this Section 2.4 shall
be construed to relieve University from its obligation to construct the University Infrastructure
Improvements, which obligations shall be governed by the provisions of Section 5.1 below, or
from University's other obligations expressly set forth in this Lease.
(d) Waiver and Release. Lessee, on behalf of itself, its members,
shareholders, partners and their respective successors and assigns and any other party claiming
by, through or under Lessee (collectively, the "Releasing Parties"), waives the right to' recover
from and forever releases and discharges University and the University Indemnitees, and their
respective heirs, successors, personal representatives and assigns (collectively, the "Released
Parties"), from liability with respect to (i) any Physical Condition Claims that any of the
Releasing Parties may have or hereinafter acquire against any of the Released Parties, in either
such case, whether any such Physical Conditions Claims were direct or indirect, known or
unknown, foreseen or unforeseen, (ii) irrespective of whether any of the following Claims were
OHS West:260944874.! -23-
direct or indirect, known or unknown, foreseen or unforeseen, any Claims that any of the
Releasing Parties may have or hereinafter acquire against any of the Released Parties to the
extent resulting from or arising out of either (x) the University's grant of any license pursuant to
Section 4.8(d), or (y) the access on, over and/or across the Leased Land by any Occupant (other
than University), any Sub-Phase Lessee Parties and/or any WVCP Parties, irrespective of
whether or not such access was pursuant to such a license granted by University, and
(iii) irrespective of whether any of the following Claims were direct or indirect, known or
unknown, foreseen or unforeseen, any Claims that any of the Releasing Parties may have or
hereinafter acquire against any of the Released Parties to the extent resulting from or arising out
ofthe failure by WVCP to perfonn any obligations under the Master Lease, including, without
limitation, a failure to complete all or any portion of the Infrastructure Improvements; provided,
however, that the foregoing waiver and release shall not waive, limit or release University's
obligations within this Lease with respect to (I) completion of the University Infrastructure
Improvements, (II) maintenance and repair of the University Infrastructure Improvements and
the Delivered Infrastructure, and (III) any Physical Conditions Claims resulting from or arising
out of the activities of any University Parties in perfonnance of the obligations referenced in the
preceding items (I) and (II). Lessee hereby acknowledges and agrees that neither University nor
any other University Indemnitees have made any representation or warranty whatsoever in
connection with the Leased Land, the Project and/or the Master Project. Lessee hereby further
acknowledges and agrees that the Released Parties shall not be liable for (X) damage or
inconvenience to Lessee's business or for any loss of in eo me or profit therefrom, or (Y) with the
sole exception of any obligation with respect to diminution in the property value of Lessee's
Interest arising pursuant to item (h) of Section 13.2, for any consequential, indirect, incidental,
special, punitive, or exemplary damages, under any circumstances, including, without limitation,
upon the occurrence of any University Default. In connection with the foregoing, Lessee, on
behalf of itself and the Releasing Parties, hereby expressly waives the benefits of Section 1542 of
the California Civil Code, which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
LESSEE ACKNOWLEDGES AND AGREES THAT IT HAS BEEN REPRESENTED BY
LEGAL COUNSEL OF ITS CHOICE IN CONNECTION WITH THIS LEASE, AND THAT
SUCH COUNSEL HAS EXPLAINED TO LESSEE THE PROVISIONS OF THIS
SECTION 2.4. BY INITIALING BELOW, LESSEE CONFIRMS IT HAS AGREED TO THE
PROVISIONS OF THIS SECTION 2.4.
LESSEE'S INITIALS: (2c
(e) No Representations or Warranties Related to the Master Project.
Lessee acknowledges that University is neither the party constructing nor does the University
control the construction of the Master Project, rather WVCP has entered into the Master Lease
with the prospective intention of constructing the Master Project. In connection with the
foregoing and notwithstanding anything to the contrary herein, (i) Lessee hereby acknowledges
OHS West:260944874.1 -24-
that the Leased Land was a portion ofthe Master Project Leased Land which had been
previously leased to WVCP for the purpose of development ofthe Master Project, including,
without limitation, construction and installation of the Infrastructure Improvements within the
portions ofthe Access Areas located within the Master Project Leased Land, (ii) Lessee hereby
acknowledges and agrees that neither University nor any University Indemnitees have made any
representation or warranty as to when or ifthe Master Project, including, without limitation, the
Infrastructure Improvements, will ever be completed and neither the University nor any
University Indemnitees shall have any obligation at any time to construct any portion of the
Master Project, including, without limitation, the Infrastructure Improvements, and (ii) Lessee
hereby acknowledges and agrees that no failure by WVCP to perform any of its obligations
under the Master Lease, including, without limitation, any failure to complete construction and
installation of the Infrastructure Improvements, shall constitute nor be deemed to constitute
grounds for (x) an abatement of any amounts payable to University under the terms of this Lease,
or (y) a waiver of any obligations imposed u p ~ n Lessee pursuant to the terms of this Lease.
(f) No Representations or Warranties Related to the Recreational
Facilities. Without limiting the provisions of Section 2.4( e) above, Lessee, on behalf of itself
and the other Releasing Parties, hereby acknowledges and agrees that (i) the Released Parties
have made no representation or warranty to Lessee or any of the Releasing Parties regarding the
Recreational Facilities, including, without limitation, whether any Recreational Facilities will in
fact ever be constructed upon the Recreational Student Housing Cluster and/or any other portion
of the Master Project Leased Land; (ii) the Released Parties shall have no duty or obligation to
construct any Recreational Facilities, including, without limitation, following the expiration or
earlier termination of the Student Housing Sub-Phase Lease with respect to the Recreational
Student Housing Cluster; (iii) although the Recreational Facilities Agreements may encumber
Lessee's leasehold interest in the Master Project Leased Land, no such encumbrance shall be
superior to the University's interest in the Master Project Leased Land and no amount due under
or with respect to any of the Recreational Facilities Agreements shall be a lien upon the Leased
Land or any other portion of the Master Project Leased Land that is superior to University's
interest in the Master Project Leased Land; and (iv) following the expiration or earlier
termination of the Student Housing Sub-Phase Lease with respect to the Recreational Student
Housing Cluster, the University may elect, in the University's sole and absolute discretion, to
demolish all or any portion ofthe Recreational Facilities and to develop the Recreational Student
Housing Cluster for other purposes. Lessee, on behalf of itself and the other Releasing Parties,
hereby further acknowledges and agrees that, this Lease shall be superior to any Recreational
Facilities Agreement, including, without limitation, the Shared Use Agreement. Without
limiting the foregoing, following the expiration or earlier termination of a Student Housing Lease
with respect to all or any portion ofthe Student Housing Area, the University shall have the
right, exercisable in the University's sole and absolute discretion, to assume the rights and
obligations under any Recreational Facilities Agreement to which such Sub-Phase Lessee was a
party as of the date of such expiration or earlier termination (any such assumed Recreational
Facilities Agreement, herein an "Assumed RFA"). Lessee, on behalf of itself and the other
Releasing Parties, hereby further acknowledges and agrees that (X) with respect to any Assumed
RF A, the University shall only be obligated to assume duties and obligations arising from and
after the date of assumption of such Assumed RF A by the University and the University shall
have no liability or obligation with respect to any obligations with respect to periods prior to the
OHS West:260944874. 1 -25-
date of assumption of such Assumed RF A by the University (including, without limitation, with
respect to any obligation to pay any amounts due under the subject Assumed RF A) and the
University shall not be liable for any breach of performance under such Assumed RF A with
respect to periods arising prior to the date of such assumption, nor shall any such breach of
performance give rise to enforcement of any remedy which would deny the University the rights
under the subject Assumed RF A; and (Y) with the sole exception of any obligations that the
University may have under any Assumed RFA, (A) neither the University nor any of the
Released Parties shall have any duty, liability or obligation with respect to any ofthe
Recreational Facilities Agreements, including, without limitation, the Shared Use Agreement;
(B) upon the expiration or earlier termination of the Sub-Phase Lease with respect to the
Recreational Student Housing Cluster, all Recreational Facilities Agreements, including, without
limitation, the Shared Use Agreement, shall immediately and automatically terminate and be of
no further force or effect and neither the University nor any of the Released Parties shall have
any duty or obligation under any of the Recreational Facilities Agreements; (C) upon the
expiration or earlier termination of a Sub-Phase Lease with respect to any portion of the Student
Housing Area (other than the Sub-Phase Lease with respect to the Recreational Student Housing
Cluster), the Recreational Facilities Agreements, including, without limitation, the Shared Use
Agreement, shall immediately and automatically terminate and be of no further force or effect
with respect to such portion of the Student Housing Area and neither the University nor any of
the Released Parties shall have any liability or obligation with respect to any amounts due under
the Recreational Facilities Agreements, whether or not such amounts are past due or whether or
not such amounts were a lien upon the subject Sub-Phase Lessee's leasehold interest in such
portion ofthe Student Housing Area; (Q) in the event that Recreational Facilities are constructed,
the Released Parties shall have no duty or Obligation to maintain, repair, replace or operate the
Recreational Facilities, including, without limitation, following the expiration or earlier
termination ofthe Student Housing Sub-Phase Lease with respect to all or any portion ofthe
Student Housing Area; and (E) neither the University nor any of the Released Parties shall be a
party to any Recreational Facilities Agreement, including, without limitation, the Shared Use
Agreement.
ARTICLE III
GUARANTY AND FINANCIAL COVENANTS
Section 3.1 Guaranty. It is a condition precedent to University'S Obligations under
this Lease that (i) Guarantor, contemporaneously with the execution of this Lease by Lessee,
duly execute and deliver to University the Guaranty in the form of Exhibit E attached hereto and
by this reference incorporated herein, and (ii) Joint Financing Guarantors, each
contemporaneously with the execution of this Lease by Lessee, duly execute and deliver to
University the Joint Financing Guaranty in the form of Exhibit F attached hereto and by this
reference incorporated herein.
Section 3.2 Financial Conditions. At all times between the Effective Date and the
date ofthe final release of Guarantor's obligations under the Guaranty, Lessee and Guarantor
shall collectively maintain a combined aggregate minimum Tangible Net Worth (without
duplication of any valuation placed on any capital interest in Lessee held by Guarantor (i.e.
Guarantor's Tangible Net Worth shall not include an asset valuation of Guarantor's equity
interest in Lessee, as those assets will already have been counted in determining Lessee's
OHS West:260944874.1 -26-
Tangible Net Worth)) in an amount greater than or equal to the Required TNW Amount. Lessee
and Guarantor shall (i) provide University with quarterly unaudited and unreviewed financial
statements for each of Lessee and Guarantor within ninety (90) days following the end of each
calendar quarter, and (ii) within ninety (90) days following the end of each calendar year,
provide annual audited financial statements for Lessee and Guarantor, which have been audited
and certified by a nationally recognized certified public accounting firm. All such financial
statements shall include schedules reflecting a balance sheet, income statement and changes in
financial condition and be in sufficient detail to allow University to understand the then current
financial condition of each of Lessee and Guarantor.
Section 3.3 University's Audit Right. University, at its sole cost, shall have the right
to review and audit the books and records of Lessee and Guarantor for the sole purpose of
determining the accuracy of the Tangible Net Worth amount being claimed by Lessee. Both
University and University's accounting firm shall keep any information gained from review of
the books and records of Lessee and Guarantor confidential and shall not make copies of, shall
not remove and shall not disclose to any other party the contents of any such books and records,
except that University may disclose such information to a trier of fact in the event of any dispute
between University and Lessee with regard to compliance with the provisions of Section 3.2
above, or as otherwise may be required by any state or federal laws, statutes, codes, rules,
regulations, ordinances, requirements, or order.
Section 3.4 Joint Financing Guarantv. Lessee, in its capacity as lessee under this
Lease and as one of the Joint Financing Guarantors, hereby acknowledges that (i) the Master
Lease contemplated that the Project as well as the respective projects to be constructed pursuant
to each Student Housing Sub-Phase Lease which is proposed to be included within the Joint
Financing, would be financed through project-specific financing which was not cross-defaulted
or cross-collateralized with financing for any other project; (ii) as an accommodation to WVCP,
Lessee and the other Joint Financing Guarantors, the University has agreed to permit Lessee to
join with the Joint Financing Guarantors as co-borrowers in securing the Joint Financing for the
initial construction of the Project and the other projects which are the subject of the Joint
Financing Guarantors respective Sub-Phase Leases and has agreed to permit Joint Financing with
respect to future operations of projects within the Student Housing Area; (iii) University would
not have agreed to permit the joint financing arrangement described herein, if the Joint Financing
Guarantors had not agreed (a) to jointly and severally guarantee performance of their respective
leasehold obligations owed to University pursuant to the terms ofthe Joint Financing Guaranty
and delivered to University the Joint Financing Guaranty as required by Section 3.1 above, and
(b) that during the existence of any Joint Financing, all Joint Financing Guarantors must be and
remain subsidiaries ofthe same ultimate parent (whether individuals or entities) with the same
respective direct or indirect ownership interest in each ofthe Joint Financing Guarantors; and
(iv) as provided in Section lS.l(e), a breach of Lessee's obligations as one ofthe Joint Financing
Guarantors under the Joint Financing Guaranty, shall constitute a Lessee Default under this
Lease.
ORS West:260944874.1 -27-
ARTICLE IV
PERMITTED USE
Section 4.1 Use of Leased Land. The Leased Land shall be used solely for the
construction, maintenance, use and operation of the Project (collectively, the "Permitted Use"),
with such "Permitted Use" including, without limitation, subleasing of portions thereof pursuant
to Student Bed Subleases andlor Commercial Subleases, as applicable. Any change to the
Permitted Use shall require the prior written consent of University, which consent may be
granted or withheld in University's sole and absolute discretion.
Section 4.2 Construction Staging. Unless otherwise agreed to in writing between
Lessee and WVCP andlor any Sub-Phase Lessee, which writing shall be provided to University,
at all times during the Term, Lessee shall perform all construction staging for the Project on the
Leased Land. Lessee shall fence such staging area and maintain it in good order in accordance
with the University Regulations.
Section 4.3 Waste; Nuisance. Lessee shall not use, and shall not permit, and shall use
commercially reasonable efforts to prevent, the Lessee Parties and the Occupants (other than
University) accessing the Leased Land from using, any portion of the Leased Land or the Access
Areas for any use which constitutes a waste, nuisance or unreasonable annoyance to University
or which violates Applicable Laws, Governmental Authorizations, University Regulations andlor
the Entitlements Documents or which constitutes a trespass, or for any illegal purpose (all such
activities being defined as "Violations"). Lessee shall include provisions in each Commercial
Sublease and in each Student Bed Sublease that prohibit the Occupant and such Occupant's
guests and invitees from using any portion of the subject subleased premises or the Access Areas
for any use that constitutes a Violation. Lessee agrees that, if any activity by Lessee or any
Lessee Parties or, with the exception of University, any Occupant (or such Occupant's guests or
invitees) constitutes a Violation, t h ~ n Lessee shall promptly use commercially reasonable efforts
to correct the situation, at Lessee's sole cost and expense, to University's reasonable satisfaction.
Section 4.4 Hazardous Substances. Lessee agrees that during its use and occupancy
ofthe Leased Land that neither Lessee nor any Lessee Parties shall (1) permit Hazardous
Substances not present on the Master Project Leased Land prior to the Maste.r Lease Effective
Date to be present on or about the Leased Land; or (2) use, store, handle, release, emit,
discharge, generate, abate, dispose or transport any Hazardous Substance on, in, under, near or
emanating from the Leased Land or any of the Access Areas. In addition, Lessee shall include
provisions in each Commercial Sublease and in each Student Bed Sublease that prohibit such
Occupant and its guests and invitees from using, storing, handling, releasing, emitting,
discharging, generating, abating, disposing or transporting any Hazardous Substance on, in,
under, near or emanating from the subject subleased premises, the Leased Land or any of the
Access Areas and Lessee shall use commercially reasonable efforts to enforce such contractual
provisions. Notwithstanding the foregoing, (A) it will not be a breach of Lessee's covenants
under this Section 4.4 if a Hazardous Substance is present and Lessee would not have the
obligation to respond to or remedy the condition as further provided in this Section 4.4, and
(B) the Lessee Parties may handle, abate, dispose or transport any Hazardous Substances which
were present on the Master Project Leased Land prior to the Master Lease Effective Date so long
as such Hazardous Substances are handled, abated, disposed of andlor transported in full
OHS West260944874.1
-28-
compliance with all Applicable Laws, Governmental Authorizations and the Entitlements
Documents and otherwise in a safe and prudent manner, and (C) the Lessee Parties and the
Occupants may use Hazardous Substances in quantities and of a type customarily used in the
ordinary course of construction activities for the construction of projects similar to the Project
and/or the Delegated Punch List Work, and/or of a type customarily used in the ordinary course
of use of residential improvements, office/retail improvements and/or operations of projects
similar to the Project, so long as such Hazardous Substances are transported, stored and used in
full compliance with all Applicable Laws, Governmental Authorizations and the Entitlements
Documents and otherwise in a safe and prudent manner.
(a) Notice to University. Lessee shall promptly notify University of
(i) Lessee's receipt of any notice, request, demand, inquiry or order, whether oral or written,
from any government agency, alleging failure by Lessee and/or the Leased Land to comply with
Applicable Laws, Governmental Authorizations and/or the Entitlements Documents, (ii) the
discovery by Lessee of any release, discharge, or emission of any Hazardous Substances, or of
the existence of any other condition or occurrence, which may constitute or pose a significant
present or potential hazard to human health and safety or to the environment, whether or not such
event or discovery necessitates any report to any other person or government agency and whether
or not such release, discharge or emission is caused by Lessee, or (iii) the occurrence of any
event or existence of any condition that would cause a breach of any of the covenants set forth in
this Section 4.4. Receipt of such notice shall not be deemed to create any obligation on the part
of University to defend or otherwise respond to any such notification.
(b) Lessee Response and Remedy. Lessee shall promptly respond to and
remedy (by removal and proper disposal or such other methods as shall be reasonably required),
to the full satisfaction of applicable governmental agencies (x) any release or discharge of any
Hazardous Substances reSUlting from or arising out of Lessee's operation or Lessee's presence
on the Leased Land and/or the actions of any Lessee Parties, including, without limitation, any
such release or discharge in, on or about the Access Areas and/or any other portion ofthe Master
Project Leased Land, and (y) any condition upon any portion of the Leased Land Area which
constitutes a violation of Applicable Laws, Governmental Authorizations and/or the Entitlements
Documents with respect to Hazardous Substances and which is required under Applicable Laws,
Governmental Authorizations and/or the Entitlements Documents to be remediated in connection
with construction ofthe Project for its intended use, or portions thereof; provided, however, that,
without limiting the obligation to respond under item (x) above or any obligations set forth in
Article XVII below, the obligation to respond under this item (y) shall not extend to (i) any
Hazardous Substances for which University is obligated to respond pursuant to Section 5.1
below, (ii) Access Areas, (iii) if this Lease is terminated by Lessee in response to a University
Default, as and when permitted pursuant to Section 15.4, then any such Hazardous Substances
for which Lessee has not commenced a response as of the date of such termination of this Lease,
(iv) any Hazardous Substance Condition with respect to which Lessee elects to terminate this
Lease pursuant to Section 17.1 below, (v) if this Lease is terminated by Lessee pursuant to
Section 17.2 beJow, then any such Hazardous Substances for which Lessee has not commenced
a response as of the date of Lessee's delivery of Notice of its election to so terminate this Lease
pursuant to said Section 17.2 below, (vi) if this Lease is terminated by University pursuant to
Section 17.4 below and Lessee does not deliver a Notice of Waiver pursuant to Section 17 .4( c)
below, then any such Hazardous Substances for which Lessee has not commenced a response as
OHS West:260944874. 1 -29-
of the date of University's delivery of notice of its election to terminate this Lease pursuant to
said Section 17.4 below, (vii) if this Lease is terminated by Lessee pursuant to Section 17.5
below, then any such Hazardous Substances for which Lessee has not commenced a response as
of the date of Lessee's delivery of notice of its election to terminate this Lease pursuant to said
Section 17.5 below, and (viii) any Hazardous Substance Condition which has not been identified
andlor discovered prior to the Completion of the Project.
All such action required under this Section 4.4(b) shall be done in Lessee's name, and at
Lessee's sale cost and expense. For purposes of this Section 4.4, the term "respond" (and
derivations thereof) shall include, but not be limited to, thdnvestigation of environmental
conditions and, in the event of a significant or substantial release, the preparation by an
Environmental Consultant of an Environmental Remediation Plan. Any such actions shall be
performed in a good, safe, workmanlike manner and shall minimize any impact on the businesses
or operations conducted at the Leased Land, the Master Project Leased Land andlor on or about
the Access Areas. Notwithstanding the foregoing, prior to commencing any work in connection
with the Environmental Remediation Plan, Lessee and University shall review and approve the
Environmental Remediation Plan, which approval shall not be unreasonably withheld. Ifboth
Lessee and University approve the Environmental Remediation Plan, then Lessee shall promptly
carry out such Environmental Remediation Plan. ~ f either Lessee or University rejects all or any
portion of the Environmental Remediation Plan, then University and Lessee shall attempt to
resolve any dispute in the nature andlor scope of the remediation set forth in the Environmental
Remediation Plan within fifteen (15) Business Days following University's delivery of Notice to
Lessee that University disapproves of any portion ofthe Environmental Remediation Plan. If
University and Lessee are unable to agree upon modifications to the Environmental Remediation
Plan within the fifteen (15) Business Day period described in the preceding sentence, then
University and Lessee shall submit the matter to arbitration conducted in accordance with the
rules and procedures of the American Arbitration Association, provided, that the arbitrators
selected to conduct such arbitration shall be from an environmental consulting firm of similar
experience and capabilities as those of the Environmental Consultant and shall not have been
employed by University, the Lessee Parties or any of their respective counsel within five (5)
years of the date of appointment as an arbitrator hereunder.
(c) University Actions. University shall have the right, but not the
obligation, upon a breach of any of the covenants set forth in this Section 4.4, without in any
way limiting University's other rights and remedies under this Lease, (x) to take such actions as
it deems reasonably necessary or advisable, to respond to any Hazardous Substances or
contamination by Hazardous Substances present on, in, at, under, or emanating from, the Leased
Land or the Access Areas in violation of Lessee's obligations under this Section 4.4, (y) to
negotiate, defend, approve and appeal any action taken or order issued by any governmental
agency or authority with regard to any such Hazardous Substances or contamination by
Hazardous Substances which results from or arises out ofa violation of Lessee's obligations
under this Section ,4.4. As a precondition for claiming the right to recover costs and expenses
incurred in connection with any such action pursuant to Section 4.4(d), University shall provide
Lessee with not less than ten (10) Business Days prior written Notice of University's intention to
take any such action; provided, however, that no such advance written Notice shall be required
where University's actions are taken to avoid an imminent threat of injury to public health and
safety resulting from or arising out of the presence of the subject Hazardous Substance. The
OHS West:260944874, 1 -30-
costs and expenses reasonably paid or incurred by University in the exercise of the rights set
forth in this Section 4.4(c) shall be payable by Lessee upon written demand together with
Interest computed from the date such funds are expended by University.
(d) Costs and Reimbursements. Lessee shall pay for all costs resulting from
or arising out of the presence of any Hazardous Substances on the Leased Land, the Master
Project Leased Land, the Access Areas and/or any real property adjacent to the Leased Land
and/or the Access Areas which presence in each case results from or arises out of a breach of
Lessee's obligations under this Section 4.4. The obligations of Lessee set forth herein shall
include, without limitation, compensation to University for diminution in value ofthe Leased
Land, the Master Project Leased Land, the Access Areas and/or any real property adjacent to the
Leased Land, the Master Project Leased Land, and/or the Access Areas resulting from or arising
out of the presence of the Hazardous Substances for which Lessee is obligated to respond
pursuant to this Section 4.4 and the nature of the remediation which is conducted in "response"
thereto.
(e) Reporting. Notwithstanding anything to the contrary herein, Lessee and
University shall cooperate in connection with the reporting of any Hazardous Substances on, in,
under, near or emanating from any Commercial Lots comprising the Leasrd Land or any of the
Access Areas to any applicable governmental authorities and in connection with seeking any
determination of the scope or necessity of clean-up, remediation and/or monitoring of any such
Hazardous Substances. In connection with the foregoing, each party shall present to the other
with a copy of any written reports or other correspondence which such party intends to submit
prior to submission thereof to the applicable governmental authority and shall afford such other
party the opportunity to comment upon the content of such report or correspondence and the
opportunity to submit such additional information as such other party deems necessary or
reasonably appropriate; provided, however, that (i) except where any reporting is required by
Applicable Laws, Governmental Authorizations and/or the Entitlements Documents, Lessee shall
not submit any such report or correspondence to any governmental authority without first
obtaining the prior written consent to the content of such report or correspondence from
University, which consent may be granted or withheld in University's reasonable discretion, and
(ii) nothing contained herein shall preclude either party from notifying such party's lender of the
presence of any such Hazardous Substance to the extent such notification is required pursuant to
a loan or other financing agreement entered into by such party.
(t) Early Termination. If following the Completion ofthe Project, (w) any
condition is discovered upon any portion of the Leased Land Area which constitutes a violation
of Applicable Laws, Governmental Authorizations and/or the Entitlements Documents with
respect to Hazardous Substances, (x) the Hazardous Substances which are the subject of the
preceding item (w) are required to be remediated under Applicable Laws, Governmental
Authorizations and/or Entitlements Documents in connection with continued operation of the
Project for its intended use, (y) the presence of the Hazardous Substances which are the subject
ofthe preceding item (w) in, on or about the Leased Land Area did not arise from or otherwise
relate to the use, storage, handling, release, emission, discharge, generation, abatement, disposal
or transportation of any Hazardous Substance on, in, under, near or emanating from the Leased
Land or any of the Access Areas by any of the WVCP Parties and/or any Lessee Parties, and
(z) the obligation for remediation ofthe Hazardous Substances which are the subject ofthe
OHS West:260944874.1 -31-
preceding item (w) are not imposed upon University pursuant to the terms of this Lease or upon
any Sub-Phase Lessee pursuant to the terms of a Sub-Phase Lease, then Lessee shall have the
right, exercisable in Lessee's sole and absolute discretion, to either (a) terminate this Lease
without any compensation from University, or (b) elect to permanently waive the right to
terminate this Lease with respect to such Hazardous Substance Condition identified in the
preceding item (a) and to proceed with development and operation ofthe Project pursuant to the
terms of this Lease without any compensation from University with respect to such Hazardous
Substance Condition. In connection with the discovery of any such Hazardous Substance,
Lessee shall cause the Environmental Consultant to prepare a Hazardous Substance Response
Report, as provided in Section 4.4(b) above. Within ninety (90) days following Environmental
Consultant's completion and delivery to University and Lessee ofthe Hazardous Substance
Response Report showing the Hazardous Substance Condition referenced in the introductory
sentence of this paragraph, Lessee shall provide Notice to University of its election pursuant to
the introductory sentence of this paragraph; provided, however, if Lessee fails to provide Notice
to University of its election pursuant to the introductory sentence of this paragraph within such
ninety (90) day period, then Lessee shall be deemed to have elected to waive the right to
terminate this Lease with respect to such Hazardous Substance Condition, as provided in item (b)
of the introductory sentence of this paragraph. Irrespective of whether Lessee elects to proceed
in accordance with item (a) of the introductory sentence of this paragraph, or elects to, or is
deemed to have elected to, proceed in accordance with item (b) of the introductory sentence of
this paragraph, Lessee shall execute such reasonable documents as University may reasonably
request to memorialize such election or deemed election, including, without limitation, an
acknowledgement that the waiver and release set forth in Section 2.4(d) above extends to such
Hazardous Substance Condition.
(i) If Lessee elects to terminate this Lease pursuant to the rights
granted to Lessee within this Section 4.4(t), then within Thirty (30) Business Days after Lessee's
election (1) Lessee shall surrender and vacate the Leased Land and all portions of the Project in
the surrender condition required pursuant to Section 14.2 below, and (2) ifthe Project Financing
Documents remain an encumbrance upon Lessee's Interest on the date of Lessee's surrender and
vacating of the Leased Land, then Lessee shall cause Leasehold Mortgagee to immediately
record a release of any security interest Leasehold Mortgagee has/had in Lessee's Interest, which
release shall be accomplished through the recording in the Official Records of the County of a
customary release document which has been approved by University in the exercise of its
reasonable discretion. Upon satisfaction of the preceding item (1), this Lease shall terminate and
all of Lessee's rights in the Leased Land, and every part thereof, and all of Lessee's rights in the
Project, and every party thereof, shall terminate and Lessee's right, title and interest in the
Project (including Lessee's right, title and interest in and to any Student Bed Sublease and any
Commercial Sublease), the Development Documents and the Development Agreements related
to the Project shall automatically and without additional compensation to Lessee become the
property and vest in University. Upon any termination of.this Lease pursuant to this Section
4.4(f), Lessee shall execute such documents as University may reasonably request to
memorialize the termination of this Lease and the transfer to University of all interests of Lessee
in the Project (including Lessee's right, title and interest in and to any Student Bed Sublease and
any Commercial Sublease), the Development Documents and the Development Agreements.
OHS West:260944874.1 -32-
(g) Surrender. Upon the expiration or earlier termination of this Lease,
Lessee shall surrender the Leased Land to University in the surrender condition required
pursuant to Section 14.2 below.
(h) Survival. Lessee.'s obligations and liabilities pursuant to the provisions of
this Section 4.4 shall survive the expiration or earlier termination of this Lease; provided,
however, that upon the Completion of the Project, Lessee's obligations and liability pursuant to
item (y) of Section 4.4(b) shall terminate with respect to any such Hazardous Substances which
have not been identified and/or discovered on or before such date of termination.
Section 4.5 Compliance With Applicable Laws. Subject to Lessee's right to contest
in accordance with Section 4.6 below, Lessee shall (I) at its sole cost and expense, at all times
during the Term, comply with, (II) cause Lessee's Contractor to comply with, (III) include
provisions in all Commercial Subleases and Student Bed Subleases requiring each Occupant and
its guests and invitees to comply with, and (IV) without limitation of the preceding obligations,
use commercially reasonable efforts to cause all Lessee Parties and all Occupants (together with
their respective guests and invitees) to comply with: (a) all Applicable Laws, Governmental
Authorizations, University Authorizations, University Regulations and the Entitlements
Documents, including, without limitation, (i) acquisition of and compliance with all permits,
licenses, orders, requirements, approvals, plans and authorizations which are or may become
necessary for conduct of Lessee's operations on the Leased Land; and (ii) compliance with all
regulatory requirements relating to such operations or the substances and equipment used
therein; and (b) all recorded covenants, conditions and restrictions affecting the Leased Land
now in force or which may hereafter be in force, including, without limitation, the OREA(s);
provided, however, that the fact that Lessee has taken such steps shall not relieve Lessee of its
obligations to cause all portions of the Project to comply with all Applicable Laws,
Governmental Authorizations, University Authorizations, University Regulations and the
Entitlements Documents pursuant to Section 5.5 below.
Section 4.6 Right to Contest.
(a) At Lessee's sole cost and expense, Lessee, by appropriate legal
proceedings brought in good faith and diligently prosecuted in its name, may contest the validity
or applicability to the Leased Land, or any part thereof, of any Applicable Laws, including,
without limitation, any Applicable Laws related to Hazardous Substances; provided, however,
that if any such contest or proceeding is, with University's prior written consent (to be granted or
withheld in University's sole and absolute discretion), maintained in the names of both Lessee
and University, it shall be maintained without cost to University.
(b) University reserves the right to contest the applicability to the Leased
Land or validity of any Applicable Laws, including, without limitation, any Applicable Laws
related to Hazardous Substances; provided, however, that if any such contest or proceeding is,
with Lessee's prior written consent (to be granted or withheld in Lessee's sole and absolute
discretion), maintained in the names of both' Lessee and University, it shall be maintained
without cost to Lessee.
OHS West:260944874.l
-33-
(c) Immediately upon receipt of notice of action or proceeding from any
governmental agency alleging a violation of Applicable Laws and seeking to enforce any legal
requirement on the Leased Land or the development of the Leased Land, each party shall give
Notice to the other party of such alleged violation.
Section 4.7 Advertising and Signs.
(a) Master Project Naming Rights. Lessee hereby acknowledges and agrees
that University, in conjunction with WVCP, shall name all streets, park areas and other
improvements to be constructed as part of the Master Project, with the exception of the
Buildings. In connection with the same, WVCP shall present to University, for University's
review and approval in the exercise of University's sole discretion, a proposed list of names for
all streets, park areas and other improvements to be constructed as part ofthe Master Project.
Notwithstanding the foregoing, Lessee acknowledges and agrees that University shall have the
reasonable right, upon not less than thirty (30) days prior Notice to Lessee, to change the name
of any building (other than the Buildings), park area or other improvement or otherwise change
the address of the Leased Land or any portion thereof, at any time. If University exercises its
right pursuant to the preceding sentence, then University shaH reimburse Lessee for any actual
out-of-pocket expenses incurred by Lessee in reprinting or modifying marketing materials and/or
signs where such reprinting or modification is required solely as a result of University's exercise
of its rights pursuant to the preceding sentence. Lessee hereby acknowledges and agrees that,
with the sole exception of the out-of-pocket costs referred to in the preceding sentence, Lessee
waives all claims for compensation or damages caused by any such change.
(b) Location and Placement of Signs. Neither Lessee nor any of its
employees, agents, contractors and/or its Leasehold Mortgagee, shall place, construct or maintain
any signs, advertisements, names, insignia, trademarks, descriptive material, or any other similar
item, on any portion of the Leased Land which has not been approved by University in writing.
In connection with the foregoing, Lessee shall present to University, for University's review and
approval in the exercise of University's sole discretion, any such signs, advertisements, names,
insignia, trademarks, descriptive material, or any other similar item, which is intended to be
placed upon any portion of the Leased Land, including a reasonable description of the size and
proposed location thereof. University shall review and approve or disapprove any such signs,
advertisements, names, insignia, trademarks, dt:scriptive material, or any other similar item
(including, without limitation, any of the foregoing related to a Commercial Sublease), within
fifteen (15) Business Days following receipt of Notice of any such proposal from Lessee;
provided, however, that University shall not withhold its consent to any such signs,
advertisements, names, insignia, trademarks, descriptive material, or any other similar item
which conforms to the signage guidelines attached hereto as Exhibit AA. IfUniversity
disapproves orany such signs, advertisements, names, insignia, trademarks, descriptive material,
or any other similar item, then the parties shall meet and confer with respect to the signs,
advertisements, names, insignia, trademarks, descriptive material, or any other similar item,
which has been disapproved by University in an attempt to resolve any disagreement thereto.
Any signs or graphics installed on Leased Land shall be installed by Lessee at its sole cost and
expense. In addition, Lessee shall (i) include provisions in all Commercial Subleases and
Student Bed Subleases prohibiting each Occupant and its guests and invitees from placing,
constructing or maintaining any signs, advertisements, names, insignia, trademarks, descriptive
OHS West:260944874. J -34-
I
I
I ,
material, or any other similar item, on any portion of the Leased Land which is either located
outside of or visible from the outside of such Occupants respective sublease premises, unless
such sign, advertisement, name, insignia, trademark, descriptive material, or other similar items
has first been approved by University in writing, and (ii) use commercially reasonable efforts to
enforce such contractual provisions. If Lessee or any of its employees, agents, contractors or
invitees or any Occupant (or its guests or invitees), violates this provision and does not cure such.
violation within five (5) Business Days following Notice of such violation, University, at
Lessee's cost, may remove any item placed, constructed or maintained on any portion of the
Leased Land that does not comply with the provisions of this Section 4.7.
(c) University Name. The names "The University of Cali fomi a," "The
Regents," "UCD," "UCDavis," "UC Davis," "University of California, Davis," and all variations
or permutations thereof, are proprietary to University (collectively, the "Proprietary Names")
and neither Lessee nor any of its employees, agents, contractors or invitees, including, without
limitation, the Leasehold Mortgagee, shall have or acquire any property right or interest in the
Proprietary Names and/or any trademark, service mark, trade name or symbol of the University,
the University of California, Davis and/or Campus. Without limiting the generality of the
foregoing, except as permitted under this Section 4.7, neither Lessee nor any of its employees,
agents, contractors or invitees, including, without limitation, the Leasehold Mortgagee, shall
make use for commercial or promotional purposes, at any time, any of the Proprietary Names, or
make or use any photographs, videos, drawings, images or other representations of the
University of California, Davis and/or the Campus or any other buildings or properties owned by
University, other than buildings located on the Leased Land, or any trademark, service mark,
trade name or symbol of the University, the University of California, Davis and/or the Campus.
In addition, with the exception ofthe use of the name "West Village" in the name of Lessee and
the use ofthe name "West Village" in connection with the Master Project, neither Lessee nor any
of its employees, agents, contractors or invitees, including, without limitation, the Leasehold
Mortgagee, shall have or acquire any right to use the name "West Village" .or any variation or
permutation thereof in any manner which would imply, or would reasonably be anticipated to
imply, any connection of such entity, the Master Project or any other project.
Section 4.8 University's Reserved Uses.
(a) Construction and Maintenance Access. Lessee acknowledges that, in
connection with University's obligations under this Lease, University shall construct the
University Infrastructure Improvements, and University shall maintain and operate the
University Infrastructure Improvements and the Delivered Infrastructure. In connection with the
foregoing, University and its employees, agents, contractors and invitees shall have the right to
enter upon the Access Areas, during an emergency and/or at all reasonable times, for the purpose
of maintaining, operating and repairing the Delivered Infrastructure and operating the University
Infrastructure. Lessee and University agree to coordinate their construction activities on and
around the Access Areas to minimize, to the extent reasonably feasible, the Jmpact of each
other's respective construction activities upon the construction activities ofthe other; provided,
however, that such cooperation shall take into consideration the delivery scheduling imposed
upon University hereunder in connection with performance of its construction obligations related
to the University Infrastructure Improvements.
OHS Wesl:260944874.l -35-
(b) Reservation of Oil. Gas. Water and Mineral Rights. Notwithstanding
anything to the contrary herein, University reserves to itself the sole and exclusive right to
prospect for, drill for, produce, and take and remove any subsurface water, oil, gas, or other
hydrocarbon or mineral substances and accompanying fluids, including all geothermal resources
from the Master Project Leased Land, including the rights to drill, maintain subsurface pressures,
and utilize subsurface storage space for natural substances. Lessee shall have no right or claim
to any such subsurface water, oil, gas or other hydrocarbon or mineral substances and
accompanying fluids, including, without limitation, the existing water wells located upon the
Leased Land, and the same may be taken and removed by University without any compensation
to Lessee in connection therewith. Notwithstanding the foregoing, during the Term of this
Lease, (1) University shall (i) not drill or otherwise access such resources from the surface of the
Leased Land, (ii) exercise University's rights with respect to such resources, other than
subsurface water, if at all, only from reserves which are located at the depth of five hundred
(500) feet from the surface of the Leased Land, through methods of slant drilling from locations
outside of the Leased Land, (iii) maintain subsurface pressures in connection with any such
extraction activities, and utilize subsurface storage space for natural substances only, and (iv) not
disturb the quiet enjoyment and peaceful use ofthe Leased Land in connection with any exercise
of the rights set forth in this Section 4.8(b), and (II) Lessee shall have the right, after receipt of
the University's prior written consent (not to be unreasonably withheld, conditioned or delayed),
at Lessee's sole cost (but without any rental, charges or fees from the University except for
inspection fees, if any, which may be required throughout the Term), to drill for, establish,
maintain, operate and use water wells and any related collection, delivery, storage, and treatment
facilities/improvements on the Leased Land "Wells"), and to extract, store, treat (if
needed), deliver and consume for irrigation purposes only any water derived from such Wells for
the benefit of Lessee, WVCP, the other Sub-Phase Lessees, and their respective, employees,
agents, contractors, subcontractors, tenants, licensees, invitees, and guests; provided (i) Lessee at
all times complies with Applicable Laws with respect to any such activities, and (ii) Lessee does
not use the Wells for any other purpose than irrigation related to the Master Project.
(c) Easements. University reserves to itself the right to grant to others in the
future non-exclusive easements for utilities, telecommunications facilities and similar public
services, over, under, through, across or on the Leased Land in locations that will not
unreasonably interfere with Lessee's use of the Leased Land; provided, however, University
shall, to the extent reasonably feasible, limit such easements to locations within the road beds
and landscaped areas of the Project and restrict the improvements to be constructed to subsurface
improvements; provided, further however, to the extent any such improvements cannot be
feasibly located subsurface, UniverSity shall require the grantee of such easement to
appropriately screen such improvements from public view. Any such easement shall include
such indemnities or other legal protections in favor of the lessee of the Leased Land with respect
to such rights of access as University customarily obtains from easement holders for comparable
easements. Any interference arising as a result of construction of improvements related to the
utility, telecommunications or similar public service facilities constructed in connection with any
such easement granted by University shall be temporary, and all work on the Leased Land shall
proceed expeditiously. Lessee shall be given reasonable Notice before commencement of any
work on the Leased Land. In the event the installation or maintenance of such utility,
telecommunications or similar public service facilities within such future easements causes any
damage to the Leased Land, or any portion thereof, including, without limitation, pavement,
OHS West:260944874.1
,-36-
curbs, sidewalks and landscaped areas, University shall promptly repair the same, or cause the
same to be repaired, to its prior condition at no cost or expense to Lessee. Notwithstanding the
foregoing, upon the written request of Lessee, University shall grant or enter into an easement,
license or similar agreement with any government agency, special district or public utility with
reference to sewer, water, gas, telephone, storm drain and other utility lines, landscape
improvements, lighting, utility facilities, improvements and/or connections, lines, pipes,
distribution systems and the like, pursuant to which University grants to such government
agency, special district or public utility a right of access across portions of the Campus or Leased
Land as necessary to provide services to the Master Project; provided, however, that (a) Lessee
shall look solely to the grantee of such easement to repair any damage to the Leased Land, or any
portion thereof, including, without limitation, pavement, curbs, sidewalks and landscaped areas,
caused by such grantee, and (b) any such easement agreement by the University shall include
such indemnities or other legal protections with respect to such rights of access as University
customarily obtains from third party utility providers that provide services to University.
(d) Licenses. University reserves to itself the right to grant to any Sub-Phase
Lessee Parties and/or any WVCP Parties, in the future non-exclusive licenses over, under,
through, across or on the portions ofthe Leased Land which are to be used for road and street
areas for purposes of allowing such parties to access other portions of the Master Project Leased
Land for the purposes of constructing any portion of the Master Project. In connection with the
foregoing, Lessee hereby agrees to coordinate all activities Oll the Leased Land with such parties
to facilitate construction of the Master Project. In connection with the foregoing, Lessee hereby
acknowledges that any license entered into by University pursuant to the terms ofthis Section
4.8(d) is for the purpose of facilitating phasing and segmentation of the construction of the
Master Project requested by WVCP and, in connection therewith, Lessee hereby agrees (i) to
affirmatively cooperate and coordinate all activities on the Leased Land with such parties to
facilitate construction of the Master Project, and (ii) that the mere act of entering into any such
license, shall not cause nor be deemed to cause the licensees thereunder to be University Parties
or parties within the control of University, nor shall University have any liability or obligation
with respect to any actions taken by such licensees, whether on or about the Leased Land, the
Master Project Leased Land and/or the Access Areas.
(e) Telecommunications Facilities. University reserves to itself the
exclusive right to maintain and operate, and/or to grant to others in the future licenses or
easements for the placement and operation of, telecommunications facilities on or about the
Leased Land; provided however, that the design and other physical aspects of any tower,
antenna, dish or other above-ground equipment to be constructed and/or used thereunder shall be
subject to review of the DIG pursuant to Section 5.3 and Section 5.4 below and that such
equipment and easements shall not unreasonably interfere with Lessee's use of the Leased Land
and shall be shielded to the extent commercially reasonably possible from public view. Without
limiting the foregoing, Lessee may enter into a license or other right of use conforming to the
requirements set forth below (herein a "Permitted Telecommunications L,icense") with any
telecommunications provider (herein a "Service Provider") for the purpose of providing
telephone, WIFI or other internet connectivity service, and/or digital or cable television services
to the Project; provided, however, except upon receipt of University's written consent (which
may be granted or withheld in University'S sole discretion), any such Permitted
Telecommunications License shall:
OHS West:260944874.1 -37-
(i) prohibit the subject Service Provider from (x) providing the
subject service to any area outside ofthe Leased Land (except for the Sub-Phase Lessee of the
Recreational Student Housing Cluster and/or another Sub-Phase Lessee who has constructed
Student Beds, if in either case, such Sub-Phase Lessee is a party to the agreement with respect to
such Permitted Telecommunications License), (y) installing equipment and/or utilizing
equipment for the transmission, retransmission or boosting of any transmission of any
telecommunications technology to areas outside of the Leased Land, and (z) operating any
telecommunications equipment in a manner which interferes with or disrupts the use and
enjoyment the Leased Land by any Occupant and/or interferes with the operation of any other
telecommunications equipment located on, upon or around the Master Project Leased Land,
(ii) include an acknowledgment and agreement by such Service
Provider that University has the right to (x) operate any telecommunications equipment in, about
or around the Master Project Leased Land, (y) provide, and/or to grant any license to any other
party to provide, any telecommunications services to any portion of the Master Project Leased
Land, and (z) immediately terminate the Service Provider's operation of any equipment which
University determines is interfering with the University's public safety and/or life safety
communications and/or dispatch systems, and
(iii) require the Service Provider to (v) obtain DIG approval,
pursuant to Section 5.3 and Section 5.4 b e l o w ~ of the design and other physical aspects of any
above-ground equipment to be constructed and/or used by such Service Provider on or about the
Leased Land, (w) shield such equipment from public view, to the extent commercially
reasonably possible, (x) comply with all Applicable Laws, Governmental Authorizations and
University Regulations, (y) promptly resolve any interference problems with other equipment
located in, on or about the Master Project Leased Land, now or at any time during the continued
term of the subject Permitted Telecommunications License, and (z) indemnify, defend and hold
University and the University Indemnitees harmless from any claims, costs, liability or loss
resulting from or arising out of the acts, errors, or omissions of such Service Provider.
In connection with the foregoing, Lessee hereby acknowledges and agrees that, (I) the respective
Service Provider who is a party to any Permitted Telecommunications License shall be a Lessee
Party for the purposes of this Lease, (II) with the exception of any Permitted
Telecommunications License which complies with the provisions of the preceding items (i), (ii)
and (iii), Lessee shall have no right to grant any lease, sublease, license or other right of use to
any telecommunications provider intending to operate any tower, antennae, dish or other
equipment for the purpose oftransmitting, retransmitting or boosting transmission of any
telecommunications technology, including, without limitation, any cellular telephone service,
WIFI or other internet connectivity service, and digital television, and any such lease, sublease,
license or other right granted by Lessee shall be void and of no force or effect, and (III) Lessee
shall, promptly following execution thereof, provide University with a copy of each Permitted
Telecommunications License entered into by Lessee for the purpose of confirming compliance
with the requirements of this Section 4.8(e), provided, that Lessee may redact any economic
terms reflected within such Permitted Telecommunications License.
(1) No Abatement or Release. In connection with University's exercise of
the rights reserved pursuant to this Section 4.8, Lessee acknowledges and agrees that no action
OHS West:260944874.1 -38-
taken by University in compliance with the terms of this Section 4.8 shall constitute nor be
deemed to constitute grounds for an abatement of any amounts payable to University under the
terms of this Lease or a waiver of any obligations imposed upon Lessee pursuant to the terms of
this Lease.
ARTICLE V
CONSTRUCTION AND IMPROVEMENT OF LEASED LAND
Section 5.1 University Infrastructure Improvements. University shall, at its sole
cost and expense, design and construct the University Infrastructure Improvements. In the event
the University Infrastructure Improvements have not been completed prior to the Effective Date,
University hereby acknowledges and agrees that, subject to Force Majeure delay (as determined
between University and WVCP pursuant to the Master Lease), following selection of a
contractor or contractors to perform such work, University shall diligently prosecute construction
of the University Infrastructure Improvements to substantial completion (as determined pursuant
to the Master Lease) on or before the University Infrastructure Required Completion Date.
(a) Compliance with Applicable Laws. University shall construct the
University Infrastructure Improvements, in accordance with Applicable Laws, University
Regulations, and the Entitlements Documents and the requirements of governmental authorities
having jurisdiction over the University Infrastructure Improvements.
(b) University Hazardous Substances. University agrees that during the
Term neither University nor any University Parties shall use, store, handle, release, emit,
discharge, generate, abate, dispose or transport any Hazardous Substance on, in, under, near or
emanating from (i) the Leased Land, or (ii) the Access Areas in a manner which would
materially interfere with, or otherwise materially and adversely affect, the use of the Access
Areas and/or the Leased Land as contemplated by this Lease. Notwithstanding the foregoing,
(A) it will not be a breach of University's covenants under this Section 5.1 if a Hazardous
Substances is present and University would not have the obligation to respond to or remedy the
condition as further provided in this Section 5.1, (B) the University Parties may use Hazardous
Substances in and around the Leased Land in quantities and of a type customarily used in the
ordinary course of construction activities for the construction of projects similar to the University
Infrastructure Improvements and/or the maintenance and operation of the University
Infrastructure Improvements and/or the Delivered Infrastructure so long as such Hazardous
Substances are transported, stored and used in full compliance with all Applicable Laws, the
LRDP and the EIR and otherwise in a safe and prudent manner, and (C) the University Parties
may use Hazardous Substances in and around the Access Areas so long as such Hazardous
Substances are transported, stored and used in full compliance with all Applicable Laws,
Entitlements Documents and otherwise in a safe and prudent manner.
(i) University Response and Remedy Hazardous Substances.
University shall promptly respond to and remedy (by removal and proper disposal or such other
methods as shall be reasonably required), to the full satisfaction of applicable governmental
agencies any release or discharge of any Hazardous Substances resulting from or arising out of
the University Parties' actions in completion of the University Infrastructure Improvements
and/or maintenance and repair of the University Infrastructure Improvements and the Delivere?
OHS West:260944874.! -39-
Infrastructure, including without limitation, any such release or discharge in, on or about (i) the
Leased Land, or (ii) the Access Areas where presence of such Hazardous Substances would
materially interfere with, or otherwise materially and adversely affect, use of the Access Areas
and/or the Leased Land as contemplated by this Lease; provided, however, that the obligation to
respond shall not extend to any Hazardous Substances for which Lessee is obligated to respond
pursuant to Section 4.4 above. All such action shall be done in University's name, and at
University's sole cost and expense. For purposes hereof, the term "respond" (and derivations
thereof) shall include, but not be limited to, the investigation of environmental conditions and, in
the event of a significant or substantial release, the preparation by an Environmental Consultant
of an Environmental Remediation Plan. Any such actions shall be performed in a good, safe,
workmanlike manner and shall minimize any impact on the businesses or operations conducted
at the Leased Land, the Master Project Leased Land, and/or on or about the Access Areas.
Notwithstanding the foregoing, prior to commencing any work on the Leased Land in connection
with the Environmental Remediation Plan, Lessee and University ~ h a l l review and approve the
Environmental Remediation Plan with respect to the response in areas of the Leased Land which
approval shall not be unreasonably withheld. If both Lessee and University approve the
Environmental Remediation Plan with respect to the response in areas of the Leased Land, then
University shall promptly carry out such Environmental Remediation Plan. If either Lessee or
University rejects all or any portion of the Environmental Remediation Plan with respect to the
response in areas of the Leased Land, then University and Lessee shall attempt to resolve any
dispute in the nature and/or scope of the remediation set forth in the Environmental Remediation
Plan with respect to the response in areas of the Leased Land within fifteen (15) Business Days
following Lessee's delivery of Notice to University that Lessee disapproves of any portion of the
Environmental Remediation Plan which addresses the response in areas ofthe Leased Land. If
University and Lessee are unable to agree upon modifications to the Environmental Remediation
Plan within the fifteen (15) Business Day period described in the preceding sentence, then
University and Lessee shall submit the matter to arbitration conducted in accordance with the
rules and procedures of the American Arbitration Association, provided, that the arbitrators
selected to conduct such arbitration shall be from an environmental consulting firm of similar
experience and capabilities as those of the Envirronmental Consultant and shall not have been
employed by University, the WVCP Parties, the: Lessee Parties, any Affiliates or any of their
respective counsel within five (5) years of the date of appointment as an arbitrator hereunder.
Notwithstanding the foregoing or anything to the contrary herein, in no event shall Lessee have
any rights to review or approve University's response to nor any Environmental Remediation
Plan with respect to any Access Areas and/or portions ofthe Master Project Leased Land which
do not form a part of the Leased Land.
(ii) Survival. University's obligations and liabilities pursuant to
the provisions ofthis Section 5.1(b) shall survive the expiration or earlier termination of this
Lease.
(c) Permits for Improvements. Without limiting the generality of the
provisions of Section 5.1(a) above, University shall be responsible for (i) obtaining all consents,
approvals and permits of applicable governmental authorities have jurisdiction over the
University Infrastructure Improvements, and (ii) paying all costs and expense of complying with
the requirements of all consents, approvals and permits of applicable governmental authorities
have jurisdiction over the University Infrastructure Improvements.
OHS West:260944874.1 -40-
(d) Lessee Cooperation. Lessee, in its capacity as lessee under this Lease,
will reasonably cooperate with University, at no cost or expense to Lessee, in obtaining all
consents, approvals and permits of applicable governmental authorities required to be obtained
by University pursuant to this Lease. Said cooperation of Lessee, in its capacity as lessee under
this Lease, shall include prompt execution by a duly authorized officer of Lessee of such
documents and instruments as are reasonably necessary to obtain such consents, approvals and
permits of applicable governmental authorities having jurisdiction over the University
Infrastructure Improvements. Lessee, in its capacity as lessee under this Lease, may, and, if
required by Applicable Laws, shall, join in University's application for any consents, approvals
and permits of applicable governmental authorities having jurisdiction over the University
Infrastructure Improvements. Notwithstanding the foregoing, in no event shall Lessee be
required to cooperate with University in any effort which Lessee reasonably believes either to be
(x) illegal, (y) contrary to the terms of the Implementation Plan, or (z) contrary to terms of this
Lease.
(e) Mitigation Measures. Without limiting the obligations ofWVCP and
Lessee set forth in Section 5.6, University shall perform, or cause to be performed, any
mitigation measures which are (i) required by any applicable governmental authorities having
jurisdiction over the University Infrastructure Improvements in connection with development of
the University Infrastructure Improvements, and (ii) not the responsibility of either WVCP (as
determined pursuant to the Master Lease) or of Lessee (as determined pursuant to Section 5.6).
(1) Warrant of Capacity. University hereby warrants to Lessee that, from
and after the University Infrastructure Required Completion Date, the University Infrastructure
Improvements shall permit operation of the applicable services which are the subject of such
University Infrastructure Improvements at levels that will satisfy the service capacity
requirements of the Project which are set forth in Exhibit X attached hereto. In the event that the
University Infrastructure Improvements, or any portion thereof, are found, at any point during
the Term following the later of (i) the University Infrastructure Required Completion Date, and
(ii) WVCP's completion of the construction and installation of the Infrastructure Improvements,
to be inadequate to meet such capacity requirements ofthe Project which are set forth in
Exhibit X attached hereto, then University shall, at University's sole cost and expense, construct
alterations to the University Infrastructure Improvements, or portions thereof, to increase the
capacity thereof to the level sufficient to meet the service capacity requirements of the Project
which are set forth in Exhibit X attached hereto.
(g) Fteserved.
(h) Maintenance by University. Subject to WVCP's construction and
installation of the Infrastructure Improvements in accordance with the obligations set forth in the
Master Lease, during all times of the Term of this Lease following the later of (i) the University
Infrastructure Required Completion Date, and (ii) WVCP's completion of the construction and
installation of the Infrastructure Improvements, University shall, at University's sole cost and.
expense, maintain the University Infrastructure Improvements and the Delivered Infrastructure in
a good, clean, attractive and sanitary and safe order, condition, habitability and repair, taking into
consideration the nature of University's obligations hereunder. University's maintenance
obligations shall include (i) the obligation to maintain the Delivered Infrastructure in good
OHS West:260944874. 1 -41-
condition and repair, and (ii) the obligation to Restore the Delivered Infrastructure and the
University Infrastructure Improvements following any damage or destruction. Notwithstanding
the foregoing, in the event of a termination of the Master Lease for any reason at all, University
shall not be obligated to maintain any Infrastructure Improvements which are not necessary to
serve the Project at the capacity requirements of the Project which are set forth in Exhibit X
attached hereto.
(i) University Provision of Services. Subject to (i) WVCP's construction
and installation of the Infrastructure Improvements in accordance with the obligations set forth in
the Master Lease, and (ii) the provisions of Section 5.8 below (including, without limitation,
Lessee's payment of the costs thereof in accordance with Section 5.8(a) belOW, and Lessee's
obligations with respect to connections, hook-up fees and temporary utilities), during the Term
of this Lease, University shall supply the Project with the reasonably required supply of domestic
water, electricity, sanitary sewer and reclaimed water services, if applicable, taking into
consideration the scope and nature of the Project. Upon the occurrence of an Abatement Event
(as defined below), a portion of the Basic Rent in the proportion that the number of Student Beds
affected by the subject Abatement Event bears to the Maximum Student'Bed Count shall be
abated during the period of the continuation of the subject Abatement Event; provided, however,
Lessee shall not be entitled to any such abatement of Basic Rent unless Lessee either
(x) correspondingly abates the rent payable to Lessee by the Occupant(s) affected by such
Abatement Event for the period thereof, or (y) pays temporary relocation benefits, hotel costs, or
other temporary alternative living expenses for such affected Occupant(s) during such period.
As used herein, the term "Abatement Event" shall mean the occurrence of an interruption in
either domestic water service, electricity service, sanitary sewer service or reclaimed water
services, which (1) continues for a consecutive period of seven (7) Business Days, (2) actually
prevents one or more Occupants from occupying such party's respective Student Bed, and
(3) results from either (x) the University's breach of the University's obligations to construct the
University Required Infrastructure Improvements and/or breach of its obligations to maintain,
repair, replace or Restore the University Required Infrastructure Improvements and Delivered
Infrastructure, or (y) damage or destruction of the University Required Infrastructure
Improvements and/or any Delivered Infrastructure, or (z) a breach of University's warrant of
capacity set forth in Section 5.1(i) above.
Section 5.2 Project. Lessee shall, at its sole cost and expense, design and construct
the Project upon the Leased Land in accordance with the Plans And Specifications. So long as
there exists no uncured University Default, Lessee shall commence and diligently prosecute
construction of the Project in accordance with the Plans And Specifications. In addition, Lessee
shall, at its sole cost and expense, construct the Delegated Punch List Work in accordance with
the requirements related thereto contained within the Master Lease.
(a) Project Completion Deadlines. The Construction Commencement with
respect to the first Building to be constructed as a portion of the Project shall occur on or before
the Outside Project Commencement Date (as extended due to Force Majeure) and the Project
shall be completed, including, without limitation, Completion of each ofthe Buildings
comprising the Project, and Completion ofthe Delegated Punch List Work, on or before the
Outside Project Completion Date (as extended due to Force Majeure), unless otherwise agreed to
in writing by the University, in the exercise of the University'S sole and absolute discretion.
OHS West:260944874.1 -42-
(b) Delivery Damages. If (i) either (x) the Completion of the Project has not
occurred on or before the Outside Project Completion Date (as extended due to Force Majeure),
or (y) a Certificate of Occupancy has not been issued by the Student Bed Sublease
Commencement Date with respect to the Building, or relevant portions thereof, in which a
Student Bed which is the subject of an applicable Student Bed Sublease is located, and (ii) as a
result of such delay, any Occupant under an applicable Student Bed Sublease is unable to take
occupancy of the Student Bed which is the subject of such Student Bed Sublease, on the
applicable Student Bed Sublease Coml?encement Date, then Lessee shall provide and pay for, at
Lessee's sole cost and expense, the following services:
(i) the costs and expenses of alternative bed spaces for use by
Occupants who have signed Student Bed Subleases, which shall be provided in comparable
substitute living quarters in numbers equal to the number of Student Beds required under each
applicable Student Bed Sublease for which Lessee was unable to provide occupancy to the
applicable Occupant on or before the applicable Student Bed Sublease Commencement Date,
(ii) the costs and expenses of moving from the alternative bed
spaces referenced in the preceding item (i) to the applicable Student Beds within the Project, as
and when such Student Beds are available for occupancy, and
(iii) if any of the alternative bed spaces referenced in the preceding
item (i) are located more than three (3) miles (measured following available driving or bicycling
transportation routes) from the Memorial Union on the Campus, provide the Occupants located
in such alternative bed spaces with reasonable transportation to and from the Campus.
Section 5.3 Design Implementation Group.
(a) DIG Authority. Lessee and University hereby acknowledge and agree
that University has established a team of University staff members to serve as the Design
Implementation Group ("DIG") in accordance with the procedures set forth in Exhibit S
attached hereto. As outlined in Exhibit S attached hereto, the FEPC ofthe University is the
governing body for review ofthe design of the Project. However, the FEPC has delegated
authority to the DIG for the review of certain elements of the Project which fall within the scope
of "Design Review Criteria" adopted by the DIG, as amended from time to time in accordance
with Exhibit S.
(b) DIG Participation and Review. As provided in the Implementation Plan
and in Exhibit S attached hereto, WVCP and Lessee shall jointly and collectively coordinate
with DIG during design ofthe Project and shall permit the DIG to participate in the process of
preparation ofthe Preliminary Plans with respect to the Project. WVCP and Lessee shall jointly
and collectively submit the Preliminary Plans, for all or part of the Project, for review and
response by University in accordance with the procedures outlined in Exhibit S attached hereto.
Without limiting the foregoing, where Lessee proposes double occupancy of any residential units
such double occupancy shall be noted in any Preliminary Plans submitted to the University with
respect to such residential units. If the Preliminary Plans are approved or determined to not
require University approval, as outlined in Exhibit S attached hereto, the University will return
to Lessee one complete set ofthe subject Preliminary Plans bearing the University's written
OHS West:260944874.1 -43-
endorsement, whereupon the subject Preliminary Plans shall then constitute the Certified
Preliminary Plans.
(c) Changes to Master Project. As provided in Section 2.4(e) above,
Lessee acknowledges that University is neither the party constructing nor does the University
control the construction of the Master Project. Without limiting the foregoing, Lessee
acknowledges that University is the fee owner ofthe Master Project Leased Land and, as such,
University has certain rights with respect to the review and approval ofthe Master Project. In
connection with the foregoing, University reserves the right, 'collectively with WVCP, to approve
changes to the Master Project at any time, without notice to or the approval of Lessee so long as
such change will not (i) materially impair access to the Leased Land by either Lessee or any
Occupant, and/or (ii) change the permitted use of any portion of the Leased Land Area as set
forth in Section 4.1 above. In connection with University's exercise of the rights reserved
pursuant to this Section S.3(c), Lessee acknowledges and agrees that no action taken by
University pursuant to the reserved rights set forth in this Section 5.3(c) shall constitute nor be
deemed to constitute grounds for an abatement of any amounts payable to University under the
terms of this Lease or a waiver of any obligations imposed upon Lessee pursuant to the terms of
this Lease.
Section 5.4 Plan Review and Permitting Process.
(a) Plans and Specifications. Lessee shall submit a sufficient number (not to
exceed ten (10) sets) ofthe Certified Preliminary Plans with respect to the Project to the
University for review and approval pursuant to this Section 5.4 and Exhibits D and S attached
hereto. Without limiting the generality of the foregoing, the University may disapprove any
submittal which is not in conformity with the Development Standards set forth in Exhibit U,
attached hereto, or any of the Entitlements Documents.
(b) Procedure for Approval. The University will either approve or
disapprove the subject Certified Preliminary P l a n ~ within the applicable time frames specified
within Exhibit D attached hereto and, if approved, the University will return to Lessee one
complete set of the subject Certified Preliminary Plans bearing the University's written
endorsement, whereupon such Certified Preliminary Plans shall then constitute a portion of the
Plans And Specifications. The University's failure to respond within the applicable time frames
specified within Exhibit D attached hereto shall be deemed as its disapproval ofthe subject
Certified Preliminary Plans (or modification, as applicable). If the University disapproves or is
deemed to have disapproved of the subject Certified Preliminary Plans, the University shall
return to Lessee one set of the subject Certified Preliminary Plans indicating why such submittal
was disapproved. In such latter event, the University and Lessee agree to cooperate reasonably
with each other in resolving any objections of the other to the subject Certified Preliminary Plans
or the University's requested revisions. .
Section 5.5 Compliance with Applicable Laws. Lessee shall construct the Project
and the Delegated Punch List Work,. in accordance with Applicable Laws, the Governmental
Authorizations, the University AuthoriZations, University Regulations and the Entitlements
Documents. Lessee shall furnish University with copies of all certificates and approvals relating
to any Work or installation done by Lessee that may be required by any governmental authorities
OHS West:260944874. I -44-
with jurisdiction over such Work in connection with the construction of the Project and/or the
Delegated Punch List Work, as applicable.
(a) Permits for Improvements. Without limiting the generality ofthe
provisions of Section 5.5, Lessee shall be responsible for (i) obtaining all Governmental
Authorizations and University Authorizations applicable to the Project, (ii) paying all fees
related to the Project, including, all design review and permit fees, and (iii) paying all costs and
expense of complying with the requirements of all Governmental Authorizations and University
Authorizations applicable to the Project.
(b) University Cooperation. University, in its capacity as lessor under this
Lease, will reasonably cooperate with Lessee, at no out-of-pocket cost or expense to University,
in obtaining all Governmental Authorizations required to be obtained by Lessee pursuant to this
Lease. Said cooperation of University, in its capacity as lessor under this Lease, shall include
prompt execution by a duly authorized officer of University of such documents and instruments
as are reasonably necessary to obtain such Governmental Authorizations. University, in its
capacity as lessor under this Lease, may, and, if required by Applicable Laws, shall, join in
Lessee's application for any Governmental Authorizations. Notwithstanding the foregoing, (i) in
no event shall University be required to cooperate with Lessee in any effort which University
reasonably believes either to be (x) illegal, (y) contrary to the terms ofthe Implementation Plan,
or (z) contrary to terms of this Lease, and (ii) nothing herein contained shall limit the rights that
University has in connection with any review of the Work and/or the Project conducted pursuant
to Section 5.9 and Exhibit D attached hereto, or that University otherwise has in its role as a
governmental authority reviewing any request for the grant of any required Governmental
Authorizations and/or University Authorizations, or that University otherwise has in its role as
the entity promulgating and enforcing any University Regulations.
Section 5.6 Mitigation Measures. Lessee and University shall each perform, or cause
to be performed, the mitigation measures which are set forth and allocated to such party in the
chart of Mitigation Measure Responsibilities attached hereto as Exhibit M (herein,
the "Mitigation Measures Responsibilities"); provided, however, that Lessee and University
acknowledge and agree that (i) WVCP shall be obligated to complete those Mitigation Measure
Responsibilities identified to be performed by WVCP in Exhibit M attached hereto, with the
exception of any Sub-Phase Mitigation Obligations (as defined in the Master Lease) which have
been delegated to Lessee pursuant to an agreement betWeen WVCP and Lessee, and Lessee
hereby assumes the obligation to perform such delegated Sub-Phase Mitigation Obligations, and
(ii) the Mitigation Measure responsibilities for which Lessee is obligated to perform hereunder
shall be limited to only those Sub-Phase Mitigation Obligations (as defined in the Master Lease)
which have been delegated to Lessee pursuant to the agreement between WVCP and Lessee
referenced in the preceding item (i). Notwithstanding the foregoing, while the chart of
Mitigation Measures Responsibilities reflects obligations with respect to on-site mitigation
measures currently required, including those required in the Entitlements Documents, Lessee
acknowledges that the chart of Mitigation Measures Responsibilities may not reflect an
exhaustive list of all mitigation measures that may be required by any applicable governmental
authorities having jurisdiction over the Leased Land in connection with their review and grant of
required approvals for development of the Project. Lessee shall, at Lessee's sole cost and
expense, comply with all mitigation measures applicable to the Project required pursuant to or in
OHS West:260944874.! -45-
connection with the Entitlements Documents and/or any applicable governmental authorities
review and/or approval of the Entitlements Documents; provided, however, with respect to any
mitigation measures which are imposed after the Effective Date and were not known on the
Effective Date, Lessee shall not be obligated to comply with any such new mitigation measures
which do not directly and specifically relate to the Project; provided, further however, that
Lessee shall have no obligation to comply with any mitigation measures imposed by any
applicable governmental authorities in connection with a change to the LRDP which was neither
requested by, or otherwise required in connection with changes to the Master Project requested
by, WVCP, any Sub-Phase Lessee and/or Lessee.
Section 5:7 Lessee's Contractors. All Work with respect to the Project and the
Delegated Punch List Work shall be performed only pursuant to written contracts by competent
contractors and subcontractors which are duly licensed under the laws of the State of California.
The general contractor selected by Lessee to perform any Work shall be referred to herein
"Lessee's Contractor."
(a) The provisions ofthis Section 5.7(a) shall apply with respect to all periods
prior to Completion of the Project. Prior to entering into a contract with Lessee's Contractor for
construction of all or any portion of the Project and the Delegated Punch List Work, Lessee shall
obtain University's written consent, such consent not to be unreasonably withheld, to the form of
the Construction Contract (which may be based upon an industry standard form of contract).
The Construction Contract with Lessee's Contractor (A) shall be in the form of a guaranteed
maximum price contract, and (B) shall provide, (x) that such contractor agrees to indemnify,
defend and hold University and the University Indemnitees harmless from any claims, costs,
liability or loss resulting from or arising out of personal injury, death or property damage to the
extent either resulting from or arising out ofthe willful misconduct or negligent acts, errors, or
omissions of such contractor, (y) that University is a third party beneficiary of all covenants
thereunder in favor of Lessee or its affiliates, and (z) in the event that this Lease is terminated in
connection with a Lessee Default hereunder, then at University's election, to be exercised in
University'S sole and absolute discretion, the respective contractor/subcontractor will recognize
University as the assignee of the contract under the same terms and conditions as contained in
the subject contract; provided, however, that Uhiversity shall have no liability or obligation
under such contract until University has elected, in a written notice to the subject
contractor/subcontractor, to exercise its right to assume the subject contract, and then
University's liability shall be limited to obligations arising solely On or after the date of such
assumption by University. The contracts Lessee and Lessee's Architect and Lessee's
Engineer shall provide for the conditional assignment rights set forth in item (z) immediately
above and Lessee shall use commercially reasonable efforts to provide third party beneficiary
rights for the University set forth in item (y) immediately above in such contracts. Lessee shall
use commercially reasonable efforts to cause all construction subcontracts related to any portion
of the Project and/or the Delegated Punch List Work to provide for the indemnity set forth in
item (x) immediately above and the conditional assignment rights set forth in item (z)
immediately above. University shall not any rights as third party beneficiary under any
such agreements prior to a Lessee Default so 10Jllg as Lessee is diligently pursuing its rights to
enforce such contracts in favor of Lessee and, to the extent applicable, University, and that
Lessee regularly apprises the University of the status of such enforcement efforts; provided,
however, that in all events prior to such Lessee Default, University shall have the right to enforce
OHS West:260944874.1
-46-
the insurance requirements and provisions under Lessee's Contractor's, Lessee's Architect's, and
Lessee's Engineer's contracts. Lessee shall cause all construction contracts between Lessee and
Lessee's Contractor to provide that Lessee's Contractor (i) (1) with respect to any Building
performed under the contract between Lessee and Lessee's Contractor, warrants'the Work to be
error free from any latent or patent defects for a period of one (l) year following the substantial
completion ofthe subject Building, or (2) with respect to contracts entered into after Completion
of the Project, to the extent commercially reasonably available, warrants the Work to be error
free from any latent or patent defects for a period of one (l) year following substantial
completion ofthe subject Work, as applicable, and (ii) agrees to indemnify, defend and hold
University and the University Indemnitees harmless from any Claims resulting from or arising
out of a breach of the warranties identified in the preceding item (i).
(b) The provisions of this Section 5.7(b) shall apply with respect to all
periods from and after Completion of the Project. The contract with Lessee's Contractor for any
Work shall provide that such contractor agrees to indemnify, defend and hold University and the
University Indemnitees harmless from any claims, costs, liability or loss resulting from or arising
out of personal injury, death or property damage to the extent either resulting from or arising out
of the willful misconduct or negligent acts, errors, or omissions of such contractor. In addition,
Lessee shall use commercially reasonable efforts to cause all construction subcontracts related to
any portion of the Work to provide that that such subcontractor agrees to indemnify, defend and
hold University and the University Indemnitees harmless from any claims, costs, liability or loss
resulting from or arising out of personal injury, death or property damage to the extent either
resulting from or arising out of the willful misconduct or negligent acts, errors, or omissions of
such contractor.
Section 5.8 Utilities and Other Facilities.
(a) Cost of Utilities. Except for University Infrastructure Improvements to be
constructed by University, all costs associated with bringing required utilities (both temporary
and permanent) from the boundary of the Master Project Leased Land (or, with respect to
temporary utilities only, from the point of origin) to the point of connection to the Project,
including, without limitation, related professional, engineering and consultant fees, service
charges, meters, and the costs of connections, including, without limitation, any hook-up fees
assessed by any utility company, water district and/or government agency, shall be paid by
Lessee, unless otherwise agreed between Lessee and WVCP; provided, however, that University
and Lessee each hereby acknowledge that, pursuant to the Master Lease, WVCP is the party
tasked with construction of all Infrastructure Improvements. Lessee shall pay to University the
costs for domestic water, electricity, sanitary sewer and reclaimed water services. The initial
costs chargeq to Lessee by the University under this Section 5.8(a) shall be as set forth in
Exhibit BB. The point of connection for the utilities supplied to Lessee shall be as set forth in
Exhibit K. Notwithstanding the foregoing or anything to the contrary herein, (i) Lessee hereby
acknowledges that the Leased Land is a portion of the Master Project Leased Land which has
been previously leased to WVCP for the purpose of development ofthe Master Project,
including, without limitation, construction and installation ofthe Infrastructure Improvements
within the portions of the Access Areas located within the Master Project Leased Land,
(ii) Lessee hereby acknowledges and agrees that neither University nor any University
Indemnitees have made any representation or warranty as to when or if the Master Project,
OHS West:260944874,1 -47-
including, without limitation, the Infrastructure Improvements, will ever be completed and
neither the University nor any University Indemnitees shall have any obligation at any time to
construct any portion of the Master Project, including, without limitation, the Infrastructure
Improvements, and (ii) Lessee hereby acknowledges and agrees that no failure by WVCP to
perform any of its obligations under the Master Lease, including, without limitation, any failure
to complete construction and installation of the Infrastructure Improvements, shall constitute nor
be deemed to constitute grounds for (x) an abatement of any amounts payable to University
under the terms of this Lease, or (y) a waiver of any obligations imposed upon Lessee pursuant
to the terms of this Lease.
(b) Temporarv Utilities. To the extent that Lessee, at any time prior to
connection of permanent utilities, desires to utilize utility services financed andlor maintained in
whole or. in part by University, Lessee shall request University's consent thereto, which consent
shall not be unreasonably withheld, and Lessee shall pay to University the metered amount for
such utility services or, if not separately metered, a reasonable charge for such services. Lessee
is responsible for all costs of providing such temporary utilities to the Leased Land. Subject to
University's consent, temporary utilities may extend beyond the boundaries of the Leased Land
and such temporary utilities may be located above ground.
(c) Easements for Lessee's Utilities. Without limiting the obligations of
University to grant Lessee requested easements pursuant to Section 4.8(c) above, Lessee shall
not enter into any contract or agreement with any government agency, special district or public
utility with reference to sewer, water, gas, telephone, storm drain and other utility lines,
landscape improvements, lighting, utility facilitks, improvements andlor connections, lines,
pipes, distribution systems or easements and the like, unless and until University has entered into
an easement, license or similar agreement with such party pursuant to Section 4.8(c) above.
Section 5.9 University Inspections. Upon completion of the Delegated Punch List
Work, Lessee shaH request that University issue a Letter of Completion with respect to the
Delegated Punch List Work. Upon final completion of a Building, Lessee shall request that
University issue a Certificate of Occupancy with respect to the subject Building. The issuance of
Certificates of Occupancy shall be governed by the terms and conditions of this Section 5.9 and
Exhibit D attached hereto and the Development Standards specified in Exhibit U attached
hereto. All inspection services for the Project and the procedures for issuance of Certificates of
Occupancy will be conducted in accordance with Exhibit D attached hereto. All inspections of
. Work performed prior to Completion of the Project shall be conducted in a reasonable, timely
and cost effective manner to determine that the design, materials, workmanship, equipment, and
assemblage techniques are in accordance with Applicable Laws, Governmental Authorizations,
University Authorizations, University Regulations, the Entitlements Documents and the Plans
And Specifications. In connection with inspections of Work performed prior to Completion of
the Project, the University Inspectors shall at all reasonable times with reasonable prior Notice to
Lessee, except no Notice shall be required in the case of emergencies, have access to the site
where Work is being performed, and Lessee shall provide safe and proper facilities for such
access and for inspection; provided, however, that in connection with any such action, the
University Inspectors shall comply with the reasonable health, safety and security requirements
of Lessee andlor Lessee's Contractor. To the extent not otherwise accommodated by WVCP or
any other Sub-Phase Lessee upon any other portion ofthe Master Project Leased Land, such
OHS West:260944874.1 -48-
facilities shall include a lockable room in the field office containing approximately 150 square
feet. Notwithstanding the foregoing, as a condition to University's obligation to inspect the
Buildings in connection with issuance of a Certificate of Occupancy, Lessee shall cause all of
Lessee's consultants listed on Exhibit Nto provide a written statement to University stating that
the subject consultant has reviewed the Work performed with respect to the Building and found
it to be in substantial conformance with the Plans And Specifications and designed in accordance
with the Development Standards specified in Exhibit U.
(a) Non-Conformance. Should any ofthe University Inspectors observe any
Work which such party reasonably believes does not comply in all material respects with
Applicable Laws, Governmental Authorizations, University Authorizations, University
Regulations, the Entitlements Documents and/or the Plans And Specifications, University shall
notify Lessee, and University may pursue any of its remedies under this Lease, including,
without limitation, the remedies set forth in this Section 5.9 or those set forth in Section 15.3
below.
(b) Correction by Lessee. Lessee shall, at Lessee's sole cost and expense,
promptly after receipt of University's notice of material non-conformance pursuant to Section
5.9(a) above, correct any such non-conformance noted by the University Inspectors to the extent
necessary to cause the Project and/or the Delegated Punch List Work to comply with Applicable
Laws, University Regulations, Governmental Authorizations, University Authorizations, the
Entitlements Documents and/or the Plans And Specifications.
(c) Disclaimer. Neither the University Inspectors' inspection of any Work
nor University's approval of any Work nor the approval of any plans or submissions presented
by Lessee or its employees, agents or contractors, including, without limitation, the Plans And
Specifications, shall constitute an opinion or warranty by University or any of the University
Inspectors oftheir adequacy, nor shall it make University responsible for Work with respect to
which an approval is given or for any defect or deficiency with respect to any Work and/or the
Plans And Specifications.
(d) Notice of Completion. Within five (5) days after the Completion of any
component of the Project and/or the Delegated Punch List Work, as applicable, which
component is eligible for such treatment, Lessee shall file or cause to be filed a notice of
completion as defined and provided for in California Civil Code Section 3093.
(e) Nonresponsibility. University shall not be deemed to have incurred or
assumed any obligation or responsibility in connection with any Work. Nothing in this Lease
nor any act or failure to act on the part of University shall be construed as a warranty or
representation as to the adequacy or fitness of the Project and/or the Delegated Punch List Work
or as a waiver of a claim by University for any defect or deficiency with respect to the Project,
the Development Documents or of the Work.
Section 5.10 As-Built Plans. Within ninety (90) days after Completion of the Project,
Lessee's Architect and/or Lessee's Engineer, as applicable, shall, at no cost to University,
furnish a complete set of "as-built" record documents, as follows:
OHS West:260944874.1 -49-
(a) Record Drawings. Three sets of Bond prints bearing agency signatures,
and a set on CD-ROMs, formatted in Adobe Acrobat .pdf, and AutoCad dwg. Lessee's Architect
and/or Lessee's Engineer shall "bind" all plot sheets. Each drawing shall be titled with the same
title and number as the original sheet.
(b) Specifications in CSI Format. One annotated hard copy and a version on
CD ROM, formatted in Microsoft Word, Office 97 version or later. Each specification section
shall be saved by file (Le., 15400.doc, 15950.doc).
The record drawings shall be made from the "As-Built" set of drawings kept by Lessee's
Contractor, including revisions and changes made during the course of construction based on
marked-up prints and other data furnished to Lessee's Architect and/or Lessee's Engineer, as
applicable, by Lessee's Contractor. Revisions and changes shall be accurately annotated and
cross-referenced. Each page orthe record drawings shall prominently note the words "Record
Documents." The cover page of the annotated Plans And Specifications shall also note the
words "Record Documents." The Record Documents shall only be used in connection with the
operation, maintenance and repair of the Project.
Section 5.11 Ownership of Buildings. All Buildings shall be owned by Lessee until
the Term Expiration Date, or the earlier termination of this Lease in accordance with its terms.
Section 5.12 Maintenance of Leased Land and Project. During the Term of this
Lease Lessee shall, at Lessee's sole cost and expense, maintain the Leased Land in a good, clean,
attractive and sanitary and safe order, condition, habitability and repair, taking into consideration
the nature of Lessee's obligations hereunder with respect to the construction and subsequent
maintenance and operation of the Project. Lessee's maintenance obligations shall include (i) the
obligation to maintain all unimproved areas within the Leased Land in good condition and
perform erosion and dust/dirt control measures with respect to such unimproved areas (including,
without limitation, hydroseeding sufficient to prevent any material adverse impact to any real
property adjoining the Leased Land), (ii) the obligation to maintain the Buildings in a first class
condition and otherwise in good, clean, attractive, sanitary and safe order, condition, habitability
and repair, (iii) the obligation to manage and operate the Project in accordance with the Property
Management Standards, (iv) the obligation to comply with and perform all of the terms,
covenants and conditions of the OREA(s), if any, as they relate to the Leased Land ami/or the
Project, and (v) the obligation to cause the Project to comply with all Applicable Laws,
Governmental Authorizations, University Authorizations and University Regulations related to
the construction of the Project and/or the operation of the Project. Prior to Completion of the
Project, such maintenance obligation shall include, without limitation, the obligation to perform
regular job-site cleaning and street sweeping.
Section 5.13 Pre-Conditions to Commencing Work.
(a) Notwithstanding anything to the contrary herein, no Work of any kind
with respect to the initial construction of the Project shall be commenced on, and no building or
other materials shall be delivered to, the Leased Land or any part thereof, until:
OHS West:260944874.1 -50-
(i) University has received a duly executed original of the Guaranty,
in the form set forth in Exhibit E and has received duly executed originals of the Joint Financing
Guaranty, in the form of Exhibit F, executed by each of the Joint Financing Guarantors;
(ii) University has received executed copies of the Construction
Contract and been afforded the opportunity to take all necessary actions under California Civil
Code section 3094, including posting of a notice of non-responsibility at the Leased Land;
(iii) all of the grading plans have been approved in writing by
University pursuant to Section 5.4 above;
(iv) Lessee has obtained all of the Governmental Authorizations and
University Authorizations which are necessary to commence such grading Work and Lessee has
paid all fees which are necessary to c0':llmence such Work;
(v) Lessee has provided University with duly executed copies of the
Construction Contract covering the Work, which Construction Contract shall comply with the
requirements of this Lease;
(vi) University has been provided, at Lessee's option, either
(x) evidence, reasonably satisfactory to University, that Lessee has funds sufficient to, and which
are immediately available to Lessee for, the purposes of funding the construction of the Project,
or (y) an original ofthe Performance Guaranty in the form of Exhibit F-3 attached hereto, duly
executed by Guarantor;
(vii) Lessee shall have obtained and shall maintain until Completion of
the Project, the insurance required pursuant to Article IX below; provided, however, if the
Delegated Punch List Work has not been completed at the time of Completion of the final
Building to be constructed as a portion of the Project, then Lessee shall, until Completion of the
Delegated Punch List Work, continue to maintain the insurance required pursuant to Section 9.2
below, (other than the insurance set forth in Section 9.2(d)(i) below) with respect to the Work
being performed in connection with Completion of the Delegated Punch List Work;
(viii) Lessee, Sub-Phase Lessee, if any, and WVCP shall have entered
into the OREA(s), if applicable; and
(ix) Lessee and the Sub-Phase Lessees who are leasing the other
portions of the Student Housing Area shall have entered into the Shared Use Agreement, in a
form reasonably acceptable to University, which shall permit such Shared Use Agreement to be
assumed by the University, in the exercise of the University's sole discretion, as provided in
Section 2.4(1) above, and shall otherwise be consistent with the terms of Section 2.4(1) above.
Upon satisfaction of the requirements set forth above, Lessee may commence construction ofthe
Project; provided, however, that University may, in the exercise of University's sole and absolute
discretion, exercisable by written notice to Lessee (herein a "Stop Work Notice") require all
work to be immediately halted if either of the following conditions are not satisfied within the
respective time periods for performance set forth below:
ORS West:260944874.1 -51-
(1) Within ten (10) days following the mutual execution and delivery
of this Lease, Lessee shall have constructed a perimeter fence enclosing the Leased Land, in a
manner to be determined by Lessee after consultation with University; or
(2) Within sixty (60) days following the mutual execution and delivery
of this Lease, Lessee shall have provided to University executed copies of the Project Financing
Documents which shall comply with the requirements of this Lease, but may reflect redaction of
certain terms as more particularly set forth in the Right of Redaction described in Section 16.2
below.
Lessee acknowledges that, pursuant to the terms of the Master Ground Lease, the requirements
set forth in items (l) and (2) were originally agreed to be performed prior to the commencement
of construction of any portion of the Project. However, as an accommodation to Lessee,
University has agreed to delay the performance ofthe above conditions set forth in items (1) and
(2) for the respective time periods stated therein and, as material consideration for University'S
agreement to permit such delayed performance, Lessee agrees to immediately stop all work, if
University provides a Stop Work Notice and to not commence any further work until the
respective condition set forth in items (l) and (2) giving rise to delivery of such Stop Work
Notice has been satisfied and University has thereafter delivered written notice to Lessee (herein
a "Recommencement Of Work Notice") permitting Lessee to recommence construction of the
Project. Lessee hereby acknowledges and agrees that neither the delivery of a Stop Work Notice
nor any delay in the work arising in connection therewith nor any delay in delivery of a
Recommencement Of Work Notice shall constitute and event of Force Majeure for purposes of
this Lease.
(b) Notwithstanding anything to the contrary herein, from and after the
Completion of the Project, no Work shall be commenced on, and no building or other materials
shall be delivered to, the Leased Land or any part thereof with respect to any such Work, until:
(i) at least ten (l0) days after written notice has been given by Lessee
to University of the proposed commencement of Work or the delivery of such materials in order
to permit University to take all necessary actions under California Civil Code section 3094,
including posting of a notice of non-responsibility at the Leased Land;
(ii) with respect to any Work for which the issuance ofa permit is
required, all of the Plans And Specifications for such Work have been approved in writing by
University pursuant to Section 5.4 above, if applicable;
(iii) Lessee has obtained all of the Governmental Authorizations and
University Authorizations which are necessary to COmmence such Work, if any, and Lessee has
paid all fees which are necessary to commence such Work, if any; and
(iv) Lessee shall have obtained and shall maintain until completion of
the subject Work, the insurance required pursuant to Article IX below.
Upon satisfaction of the requirements set forth above, Lessee may commence any such Work.
OHS West260944874, I -52-
ARTICLE VI
MISCELLANEOUS OPERATIONS ITEMS
Section 6.1 Capital Reserves. Commencing upon the first (1 st) anniversary of the
issuance of a Certificate of Occupancy with respect to a Building, and continuing on the first (1 st)
day of each calendar month during the Term thereafter, respectively, Lessee shall make a
monthly deposit into a segregated cash account (herein, the "Capital Reserve Account") of a
portion of the revenues from operation ofthe Project to beused for capital improvements;
provided, however, in no event shall any individual monthly deposit by Lessee pursuant to this
sentence be less than one twelfth of the applicable Capital Reserve Threshold measured
immediately prior to such month. As used herein, the term "Capital Reserve Threshold" shall
mean an amount equal to the product of (i) a fraction the numerator of which is the CPI Index
last published prior to the applicable month of the Term, and the denominator of which is the
CPI Index last published prior to May 1, 2006, multiplied by (ii) the product of (x) Two Hundred
Fifty Dollars ($250.00), multiplied by (y) the number of Apartments within each Building which
has reached Completion as of the date of such measurement. ,Funds within the Capital Reserve
Account shall be used solely for payment of Capital Expenditures. As used herein, the term
"Capital Expenditures" shall mean any item of expense that, according to GAAP, is not
properly treated as a current expense on the books of the Lessee, but rather should be capitalized;
provided, however, that Lessee and University agree that, irrespective of any treatment thereof
under GAAP, for the purposes ofthis Section 6.1 the following items shall constitute a "Capital
Expenditures": (l) replacement (as opposed to repair) of carpeting, (2) exterior painting of any
Building (excluding touch up repair), (3) replacement of roof membrane, and (4) replacement of
kitchen and bathroom appliances and fixtures.
(a) Lessee shall provide University with quarterly statements from the
segregated Capital Reserve Account and, within ninety (90) days following the end of each
calendar year, an accounting of the disbursements of funds from the Capital Reserve Account,
and the respective uses of such funds, during the prior calendar year. In addition, commencing
upon the Completion of the Project and every five (5) years thereafter, Lessee shall provide
University with a capital reserve study with r e ~ p e c t to the Project
(b) University, at its sole cost, shall have the right to review and audit the
books and records of Lessee for the sole purpose of determining the accuracy of the statements
ofthe uses of funds delivered by Lessee pursuant to the Section 6.1(a) and compliance with the
terms of this Section 6.1. Both University and University's accounting firm shall keep any
information gained from review of the books and records of Lessee and Guarantor confidential
and shall not make copies of, shall not remove and shall not disclose to any other party the
contents of any such books and records, except that University may disclose such information to
a trier of fact in the event of any dispute between University and Lessee with regard to
compliance with the provisions ofthis Section 6.1, or as otherwise may be required by any state
or federal laws, statutes, codes, rules, regulations, ordinances, requirements, or order
Section 6.2 Additional Maintenance Obligations. During the Term of this Lease
Lessee shall, at Lessee's sole cost and expense, perform the maintenance and repair obligations
with respect to the Master Project identified in Exhibit C attached hereto. The obligations set
OHS West:260944874, 1
-53-
forth in Exhibit C shall be in addition to, and not in lieu of, the obligations of Lessee set forth
elsewhere in this Lease.
Section 6.3 Commercial Subleasing. Unless otherwise agreed by University, in the
exercise of University's sole and absolute discretion, any Commercial Sublease (other than a
University Sublease) shall be subject to the use restrictions set forth in Exhibit Yattached hereto.
If Lessee enters into a Commercial Sublease with any party other than WVCP, any Affiliate
and/or any Related Entity and such Commercial Sublease does not violate any of the provisions
of this Lease and otherwise contains reasonable and customary terms and conditions, then upon
the written request of Lessee, University shall enter into a subordination, non-disturbance and
attornment agreement (on University's standard form or such other form as University may
approve in its reasonable discretion) with the sublessee under such Commercial Sublease. As
used herein, the term "Related Entity" shall mean (i) a parent, subsidiary or affiliate of either
Lessee or Guarantor, (ii) a corporation controlling, controlled by or under common control with
either Lessee, Guarantor or any of the entities identified in item (ii), or (iii) an entity resulting
from a merger, consolidation or reorganization of Lessee or Guarantor.
Section 6.4 Reserved.
Section 6.5 Priority To Student Occupancy Of Student Beds. Unless otherwise
agreed by University, in the exercise of University's sole and absolute discretion, Lessee shall
offer each Student Bed for sublease pursuant to the offering procedures set forth in Exhibit Z
attached hereto.
ARTICLE VII
LEASE CONSIDERATION
Section 7.1 Basic Rent. Commencing upon the Basic Rent Commencement Date and
continuing thereafter throughout the Term, Lessee shall pay to University annual rent (herein
"Basic Rent") in an amount equal to One Hundred Fifty-Five Thousand Dollars ($155,000.00);
provided, however, that (i) for the initial twelve (12) month period following the Basic Rent
Commencement Date, Basic Rent shall be Thirty-Eight Thousand Seven Hundred Fifty Dollars
($38,750.00), (ii) commencing on the first anniversary ofthe Basic Rent Commencement Date
and continuing for the twelve (12) month period thereafter, Basic Rent shall be Seventy-Seven
Thousand Five Hundred Dollars ($77,500.00), (iii) commencing on the second anniversary of the
Basic Rent Commencement Date, the Basic Rent shall be the amount stated above,
(iv) commencing on the third anniversary of the Basic Rent Commencement Date and each
anniversary thereafter occurring prior to the Basic Rent Adjustment Date, the Basic Rent shall be
increased to be an amount equal to the then current Basic Rent payable for the period
immediately preceding the subject anniversary of the Basic Rent Commencement Date
multiplied by One And Five One Thousandths (1.005), (v) on the Basic Rent Adjustment Date,
the Basic Rent shall be increased to be an amount equal to One Hundred Ninety-Seven Thousand
Two Hundred Seventy-Two And 73/100ths Dollars ($192,272.73); and (vi) commencing on the
first anniversary ofthe Basic Rent Adjustment Date and each anniversary thereafter occurring
prior to the Term Expiration Date, the Basic Rent shall be increased to be an amount equal to the
then current Basic Rent payable for the period immediately preceding the subject anniversary of
the Basic Rent Adjustment Date multiplied by One And Five One Thousandths (1.005). The
OHS West:260944874.1 -54-
Basic Rent shall be payable in one (1) annual installment on January 1 st of each year during the
Term, without abatement (except as and when expressly provided herein), offset, rebate, credit or
deduction for any reason whatsoever; provided, however, (x) the Basic Rent for any fractional
year immediately following the Basic Rent Commencement Date shall be a prorated amount of
the Basic Rent stated in item (i) above based upon a three hundred sixty five (365) day year,
which prorated amount shall be payable on the Basic Rent Commencement Date, and (x) if the
Term Expiration Date is a day other than December 31 st, then the Basic Rent payable on
January 1
st
of the fractional year which includes the Term Expiration Date shall be a prorated
amount ofthe then current Basic Rent based upon a three hundred sixty five (365) day year.
Section 7.2 Municipal Fees Amount.
(a) Prior To Issuance Of A Certificate Of Occupancy. From and after the .
Commencement of Construction Date, Lessee shall pay to University monthly fees (herein, the
"Municipal Fees Amount (Construction Phase)") with respect to each Building which is to be
constructed as a portion of the Project (irrespective of whether or not the construction of such
Building has been commenced, but without duplication of any Building which is the subject of
payment of the Municipal Fees Amount set forth in Section 7.2(b) below) for the provision of
fire and police service to the Leased Land in the amounts set forth in Exhibit CC attached hereto;
provided, however, commencing upon the first Adjustment Date following the Effective Date,
the amount ofthe Municipal Fees Amount (Construction Phase) payable with respect to all
periods from and after the respective Adjustment Date shall be increased to be a dollar amount
calculated by mUltiplying the dollar amount specified in Exhibit CC by a fraction, the numerator
of which is the CPI Index last published prior to the subject Adjustment Date, and the
denominator of which is the CPI Index last published prior to February 1,2007. Commencing
upon the Commencement of Construction Date and continuing thereafter during the Term until
the Completion ofthe Project, the Municipal Fees Amount (Construction Phase) shall be payable
with respect to all Buildings which have not yet reached Completion (irrespective of whether or
not construction has commenced as of the date of such payment with respect to any such
Building), in advance on or before the first day of each calendar month, without abatement,
offset, rebate, credit or deduction for any reason whatsoever. The Municipal Fees Amount
(Construction Phase) shall be payable in addition to any Municipal Fees Amount payable with
respect to any Building which has reached Completion.
(b) After Issuance Of A Certificate Of Occupancy. Upon the Completion
of a Building, in addition to any Municipal Fees Amount (Construction Phase) payable with
respect to any Building which has not yet reached Completion, Lessee shall pay to University
monthly fees (herein, the "Municipal Fees Amount") with respect to each Building which has
reached Completion for the provision offire and police service to the Leased Land in the
amounts set forth in Exhibit CC attached hereto; provided, however, commencing upon the first
Adjustment Date following the Effective Date, the amount of the Municipal Fees Amount
payable with respect to all periods from and after the respective Adjustment Date shall be
increased to be a dollar amount calculated by multiplying the dollar amount specified in
Exhibit CC by a fraction, the numerator of which is the CPI Index last published prior to the
subject Adjustment Date, and the denominator of which is the CPI Index last published prior to
June 1, 2006. Commencing upon the Completion of each Building and continuing thereafter
during the Term, Municipal Fees Amount shall be payable with respect to such Building, in
OHS West:260944874. 1 -55-
advance on or before the first day of each calendar month, without abatement, offset, rebate,
credit or deduction for any reason whatsoever.
Section 7.3 Inspection Fees. Lessee shall pay the University the amounts set forth in
Exhibit R attached hereto (such amounts herein, the "Inspection Fees") as compensation for the
costs and expenses which will be incurred by the University of California, Davis in connection
with plan checking, construction inspections (including, inspections conducted by University's
Inspectors), and University of California, Davis project management, support and reviews and
any and aU other University inspections and all plan checking, campus project management,
campus support and review, permit fees and similar payments under this Lease. The Inspection
Fees applicable to each Building shall be payable by Lessee with respect to such Building upon
the date University issues a permit or other similar notice to Lessee entitling Lessee to
commence construction of such Building. Notwithstanding anything to the contrary herein,
except as provided below with respect to re-inspections of materially deficient Work, Lessee's
liability to University for payment oflnspection Fees shall not exceed the Inspection Fee Cap;
provided, however, that the Inspection Fee Cap shall include costs Monly one (1) re-inspection
by University's Inspectors in connection with any Work the University's Inspectors have
identified as materially deficient. In the event that Work continues to have material deficiencies,
as noted by University's Inspectors, following the first re-inspection of such Work by
University's Inspectors which is conducted after Lessee notifies University's Inspectors that the
previously identified material deficiencies in the Work have purportedly been corrected, then
Lessee shall be responsible, at its sole cost and expense, for reimbursement of all costs incurred
for University's Inspectors to subsequently re-inspect the Work after the University's Inspectors
have identified any material deficiencies therein on such first re-inspection and any
reimbursement for such subsequent re-inspection shall not be subject to or included within the
computation of amounts paid pursuant to the Inspection Fee Cap. Costs for re-inspection
services, beyond the first (1 st) such re-inspection, shall be computed based upon the then
applicable time and materials rates and shall be payable to University within thirty (30) days
following Notice. Nothing in this Section 7.3 shall affect or diminish the University's regulatory
authority to require compliance with all Applicable Laws, University Regulations, the
Entitlements Documents and the provisions of this Lease.
Section 7.4 FF&E, Development Documents and Development Agreements.
Lessee hereby grants University a security interest in all FF&E, the Development Documents
and all Development Agreements as security fQr Lessee's performance under this Lease,
including, without limitation, the obligation to construct the Buildings, as provided in Section
5.1 above, which security interest shall be subordinate to the lien of the Project Financing
Documents and any conditional sale or other purchase money security interest incurred in
connection with Lessee's acquisition ofitems ofFF&E. In connection with the preceding
sentence, University shall execute all reasonable documents which are reasonably requested by
Lessee or Leasehold Mortgagee to evidence and effectuate such subordination. Lessee will not
assign, pledge, encumber, or otherwise grant a security interest in the FF&E, the Development
Documents and the Development Agreements to or in favor of any other person or entity, other
than the Leasehold Mortgagee pursuant to the Project Financing Documents. In order to enable
University to perfect its security interest in the FF&E, the Development Documents and the
Development Agreements, Lessee shall cooperate with University in filing a financing statement
in the form attached hereto as Exhibit 0 to be filed in University's favor, and in obtaining
OHS West:260944874.1
-56-
consents from parties to the Development Documents and the Development Agreements in the
form attached hereto as Exhibit P. Upon termination ofthis Lease, Lessee shall (i) execute such
documents and agreements as shall be reasonably required by University to convey to
University, or to a third party named by University, Lessee's right, title, and interest in any and
all Development Documents and all Development Agreements which University elects to have
so conveyed; and (ii) deliver any and all Development Documents and Development Agreements
to University.
Section 7.5 Other Payments. Lessee agrees to pay, as additional consideration for
the Leased Land, within thirty (30) days after University's demand therefore (unless another time
for payment is set forth in this Lease) all other amounts and sums which Lessee is obligated to
payor reimburse to University under the provisions of this Lease.
Section 7.6 Net Lease. The parties hereto have assumed that University will not have
to pay any expense or incur any liabilities of any kind in any way relating to, or in connection
with, the Leased Land or the Project during the Term, except as otherwise expressly provided
herein. In connection with the foregoing, Lessee hereby assumes the obligation to make all
payments of fees, costs and expenses in connection with the ownership, operation and
maintenance of the Leased Land and the Project that arise or accrue during the Term. Without
limiting the generality ofthe foregoing, Lessee, on behalf of itself and its affiliates, partners,
trustees, beneficiaries, shareholders, members, managers, directors, officers, employees and
agents, and their respective heirs, successors, personal representatives and assigns, hereby
acknowledges and agrees that, with the exception of construction of the University Infrastructure
Improvements and costs and expenses related to the ownership, operation and maintenance of the
Delivered Infrastructure and Access Areas (other than the portions thereof contained within the
Master Project Leased Land which are the obligation ofWVCP, any Sub-Phase Lessee or Lessee
and not the obligation of University hereunder), under no circumstances or conditions, whether
now existing or hereinafter arising, and whether within or beyond the present contemplation of
University and/or Lessee, shall University or any other University Indemnitees be expected or
required to make any payment of any kind whatsoever with respect to the Leased Land or the
Project, including, the Buildings, or have any obligation or liability with respect to the Leased
Land and/or the Project, including, the Buildings, except as and to the limited extent expressly so
provided elsewhere in this Lease. By way of illustration, but not limitation, Lessee, on behalf of
itself and its affiliates, partners, trustees, beneficiaries, shareholders, members, managers,
directors, officers, employees and agents, and their respective heirs, successors, personal
representatives and assigns, hereby acknowledges and agrees that, Lessee shall be solely
responsible for payment, at Lessee's sole cost and expense, of any costs of insurance premiums,
deductibles, debt service, reserves, permit and license fees, costs and utilities, design,
construction, maintenance, repair, replacement, rebuilding, Restoration, management, marketing,
services, operations, taxes and other costs of any type whatsoever accruing at any time during the
Term or any holdover period in connection with the development, ownership, marketing, leasing,
operation, management, maintenance, repair, replacement, Restoration, use, occupancy or
enjoyment of the Leased Land and/or the Project. Lessee shall pay all such costs and expenses
directly and shall contract directly for all required services, utilities and other items referred to
herein.
OHS West:260944874.1 -57-
ARTICLE VIII
TAXES AND ASSESSMENTS
Section 8.1 Taxes and Assessments. Lessee has assumed that Lessee's Interests will
not be subject to property or possessory use or interest taxes. However, the University has
informed Lessee that the taxing authority may seek to assess the Project for property or
possessory use or interest taxes. Accordingly, during the Term Lessee shall pay, prior to the
delinquency date thereof all Taxes and Assessments, if any, which may be levied, assessed,
charged or imposed, or may become a lien or charge upon the Leased Land, Lessee's Interest
and/or any portion of the Project during any portion of the period to which the subject Taxes or
Assessments, as applicable, applied. Unless Lessee exercises its right to contest payment
pursuant to Section 8.3 below, Lessee shall pay the actual amount of all Taxes and Assessments
directly to the appropriate taxing authorities. In connection with the foregoing, Lessee shall
promptly provide University with a copy of any notice of Taxes and/or Assessments and the
related bill for the Leased Land and/or Lessee's Interest received by Lessee together with a copy
of evidence of payment of such bill by Lessee. Without limiting Lessee's obligations under this
Section 8.1, Lessee shall diligently pursue any available exemptions to Taxes and Assessments
based on the use ofthe Leased Land. University shall reasonably cooperate with Lessee using
commerCially reasonable efforts to pursue such exemptions; provided, however, that University
shall not be obligated to pursue administrative or judicial proceedings or incur third party costs
and expenses.
Section 8.2 Liens and Delinquencies. Lessee shall prevent any Tax or Assessment
required to be paid by Lessee from becoming a delinquency lien upon the Leased Land, the
Project or any part thereof. The University Indemnitees shall in no way be obligated to pay such
delinquent Taxes and Assessments, but, if Lessee fails to cure such default with respect to the
payment of Taxes and Assessments within the cure period set forth in Section 15.1(b) below, or
contest such Tax or Assessment pursuant to Section 8.3 hereof, then, in addition to the remedies
set forth in Section 15.3 below, Lessee authorizes University to make such payment for the
account of Lessee, provided that University provides Lessee with five (5) Business Days prior
written notice of its intent to do so. Any amounts so paid by University shall become
immediately due and payable to University by Lessee and shall bear interest at the rate provided
in Section 21.13 below from the date of payment by University to date of repayment by Lessee.
Section 8.3 Lessee's Right to Contest. Lessee shall have the right, at its own
expense, to contest the amount or validity of any Tax or Assessment by appropriate proceedings
diligently conducted in good faith. As a condition precedent to Lessee's contesting any Tax or
, Assessment, Lessee shall (i) comply with Applicable Laws respecting such contest, (ii) give
University Notice of Lessee's intent to so contest said amount or validity, and (iii) in order to
protect University from al)y sale or foreclosure against the Leased Land or any part thereof,
provide, prior to the date required to prevent any foreclosure against or sale of the Leased Land,
a good and sufficient surety bond or other security deemed appropriate by University in the
amount of such Tax or Assessment plus estimated penalties which may be imposed. Without
limiting University's obligation to cooperate with Lessee in Lessee's pursuit of applicable Tax
exemptions pursuant to Section 8.1 above, University shall reasonably cooperate, at Lessee's
sale cost and expense, with Lessee in any such contest of the amount or validity of any Tax or
Assessment; provided, however, that University shall not be obligated to pursue any
OHS West:260944874.1 -58-
administrative or judicial proceedings and University shall not be required to incur any third
party costs and expenses in connection with such cooperation. Lessee shall bear any and all
costs, liability or damage, including attorney's fees and costs arising out of such contest.
Section 8.4 Replacement Taxes. If at any time during the Term the basis of real
property taxation prevailing at the commencement of such Term shall be altered so that in
addition to, or in lieu of, or as a substitute for, the whole or any part of the real property taxes
now levied, assessed or imposed against the Leased Land, there shall be levied, assessed or
imposed upon or against University a tax on rents, a Lease fee measured by rents, a so-called
"value added tax," or any other tax in lieu or fee resulting from a revision of the present real
property tax laws, then and in any such event the same shall be included and deemed within the
meaning and purview of the term "Taxes" and Lessee shall be responsible for that portion of any
such tax or fee equal to the amount that would have been levied, assessed or imposed on
University assuming the Leased Land constituted all of University's real property.
Section 8.5 Survival. Lessee's obligations and liabilities pursuant to the provisions of
this Section 8.5 shall survive the expiration or earlier termination ofthis Lease.
ARTICLE IX
INSURANCE
Section 9.1 Property Insurance.
(a) Builder's Risk Insurance. At all times during the Term prior to the
Completion ofthe Project, Lessee shall keep the Buildings which are under construction insured
by an all-risk Builder's Risk (Course of Construction) insurance policy for one hundred
percent (100%) of the replacement cost of all materials and equipment to be furnished for the
Work whether or not located on or in the Leased Land. Any such insurance shall insure against
direct physical loss or damage by fire, lightning, wind, storm, explosion, collapse, underground
hazards, vandalism, malicious mischief, glass breakage and such other causes as are covered by
such form ofinsurance. Such policy(ies) shall include (a) an endorsement for broad form
property damage, demolition costs and debris removal, (b) a "replacement cost endorsement" in
amount sufficient to prevent Lessee from becoming a co-insurer under the terms of the policy,
but in any event in an amount not less than 100% of the then full replacement cost, and (c) an
endorsement to include coverage for budgeted soft costs. The University (together with its
officers, directors, members, shareholders and employees), Lessee's Contractor and its
subcontractors shall each be named as an Additional Insured. The replacement cost coverage
shall be for work performed and equipment, supplies and materials furnished on the Leased Land
and for the Project, as the case may be, or to any bonded warehouse for storage pending
incorporation into the Work, without deduction for physical depreciation and with a deductible
not exceeding Fifty Thousand Dollars ($50,000.00) per occurrence. In addition, nothing in this
Section 9.1 shall be construed to relieve Lessee of full responsibility for loss of or damage to
materials not incorporated in the Work, and for Lessee's or its contractors' tools and equipment
used on or in Leased Land and in connection with the Project, or elsewhere, or to relieve Lessee
of its responsibilities referred to under this Section 9.1.
OHS West:260944874.1 -59-
(b) Property Insurance. Upon Completion of the first Building, and upon
Completion of each subsequent Building thereafter, Lessee shall maintain a "Causes of Loss -
Special Form" property insurance policy covering such Buildings, in an amount equal to not less
than 100% of the then-current full replacement cost of the Building(s) being insured pursuant
thereto (including building code upgrade coverage but excluding the cost of any foundations,
pilings, excavations'and footings with respect to the applicable Building(s with any deductible
not to exceed Fifty Thousand Dollars ($50,000.00), applied to each Building on a Building by
Building basis. Any such insurance shall insure against direct physical loss or damage by fire,
lightning, wind, storm, explosion, collapse, underground hazards, vandalism, malicious mischief,
glass breakage and such other causes as are covered by such form of insurance. In addition, if
the "probable maximum loss" (or the equivalent standard at the time customarily used by the
insurance industry in determining the maximum likely exposure of property to risk of damage
from earthquakes) exceeds 20% of the then full replacement cost ofthe Project (as determined
by a third party consultant selected by Lessee and approved by University in its reasonable
discretion), then such insurance shall also insure against direct physical loss or damage by
earthquake. Such policy(ies) shall include (a) an endorsement for broad form property damage,
boiler and machinery damage, demolition costs and debris removal, and (b) a "replacement cost
endorsement" in amount sufficient to prevent Lessee from becoming a co-insurer under the terms
of the policy, but in any event in an amount not less than 100% ofthe then full replacement cost.
The University (together with its officers, directors, members, shareholders and employees) shalI
be named as an Additional Insured.
Section 9.2 Liability Insurance-Lessee and Lessee's Contractor and
Subcontractors, Lessee further agrees (i) at all times during the Term to maintain in full force
and effect the insurance identified in items (a), (b)(i), (b)(iii), (b)(iv) and (c) below; (ii) during
the performance of any Work, (x) to cause Lessee's Contractor hired by Lessee in connection
with the construction of any part of the Project and/or the Delegated Punch List Work to procure
and continuously maintain in full force and effect the insurance identified in items (a), (b)(i),
(b)(iii), (b)(iv) and (c) below, and (y) to include in its contracts with Lessee's Contractor a
requirement that any subcontractors procure and maintain in full force and effect during any
period in which any such party is performing any Work, the insurance identified in items (a),
(b)(i), (b) (iii), (b)(iv) and (c) below; and (iii) to maintain in full force and effect, or to cause
Lessee's Contractor to maintain in full force and effect, the insurance identified in items (b)(ii)
and (d) below, during the times required in such Section; in each case, to cover such party's
respective activities in connection with this Lease, the Leased Land, the Project and/or the
Delegated Punch List Work for bodily injury, personal injury and property damage:
(a) Business Auto Liability, For autos owned, hired, scheduled or non-
owned with a combined single limit no less than One Million Dollars ($1,000,000.00) per
occurrence;
(b) Commercial General Liability.
(i) General Aggregate (Bodily Injury, Property Damage): Ten
Million Dollars ($10,000,000.00).
OHS West:260944874.i -60-
(ii) Product/Completed Operations Aggregate: Ten Million
Dollars ($10,000,000.00); provided that such insurance shall continue to be maintained for a
period of ten (10) years from the Completion of each Building.
(iii) Personal and Advertising Injury: Five Million Dollars
($5,000,000.00).
(iv) Each Occurrence: Five Million Dollars ($5,000,000.00).
Notwithstanding the foregoing items (i) through (iv) of this Section 9.2(b), (X) for
subcontractors the minimum policy limits in this Section 9.2(b) shall be reduced to One Million
Dollars ($1,000,000.00) Each Occurrence, Two Million Dollars ($2,000,000.00) General
Aggregate and Two Million Dollars ($2,000,000.00) Product/Completed Operations Aggregate
(provided, that Product/Completed Operations coverage shall not be required to be maintained
by subcontractors with respect to Work performed from and after Completion of the Project),
and (Y) for Work performed by Lessee's Contractor following Completion of the Project having
an aggregate value of less than Two Hundred Fifty Thousand Current Dollars ($250,000.00) the
minimum policy limits in this Section 9.2(b) shall be reduced to Two Million Dollars
($2,000,000.00) Each Occurrence, Five Million Dollars ($5,000,000.00) General Aggregate and
Two Million Dollars ($2,000,000.00) Product/Completed Operations Aggregate (provided, that
Product/Completed Operations coverage shall not be required to be maintained by Lessee's
Contractor with respect to Work performed from and after Completion of the Project having an
aggregate value ofless than One Hundred Thousand Current Dollars ($100,000.00.
(c) Worker's Compensation. Workers' Compensation insurance, in an
amount and form sufficient to meet all applicable governmental requirements, and Employer's
Liability coverage with limits of not less than One Million Dollars ($1,000,000.00) for bodily
injury or death to anyone or more persons per accident, One Million Dollars ($1,000,000.00)
bodily injury by disease each employee, and One Million Dollars ($1,000,000.00) policy limit
for bodily injury by disease. Such policies shall cover all persons providing labor or services to
or on behalf of such policy holder (as applicable) Lessee, Lessee's Contractor, subcontractors
and Lessee consultants and risks to such persons for claims arising out of construction, use or
occupancy of Leased Land and/or repair of or entry onto the Leased Land.
(d) Pollution Liability.
(i) Lessee shall procure and maintain, until the Completion of the
Project, Pollution Legal Liability Insurance on a claims-made basis with minimum limits of Five
Million Dollars ($5,000,000.00) for each loss and Five Million Dollars ($5,000,000.00) in the
aggregate, for bodily injury, property damage, clean-up costs, and claim expenses. Such
coverage shall extend to any non-owned disposal sites and activities involving transportation
andlor hauling of hazardous materials. Such coverage shall be written for a five (5) year period
from the Effective Date and renewed if commercially available. The University shall be
endorsed as a Named Insured under such policy.
(ii) In connection with the initial construction of the Project, Lessee
shall procure, or cause Lessee's Contractor to procure and maintain Contractor's Pollution
ORS West:260944874.1 -61-
Liability Insurance on an occurrence basis with a minimum limit of Five Million Dollars
($5,000,000.00) for each loss and Five Million Dollars ($5,000,000.00) in the aggregate, for
bodily injury, property damage, clean-up costs, and claim expenses resulting from Lessee's
Contractor's operations performed on the Leased Land and/or the Access Areas, including
coverage for microbial matter, which coverage will be granted on a claims-made basis. Such
coverage shall extend to any non-owned disposal site and any activities involving transportation
andlor hauling of hazardous materials. Coverage shall remain in force during the term of the
Work with respect to the initial construction of the Project, and for ten (10) years beyond the
Completion of the Project. Lessee and the University shall be endorsed as a Named Insured
under such policy.
Section 9.3 Liability Insurance - Consultants including Lessee's Architect and
Lessee's Engineer. Lessee further agrees at all times during the performance of any Work to
cause any architects, engineers and/or licensed design draftsmen hired by Lessee in connection
with the (x) design of any part ofthe Project performed prior to Completion of the Project, or
(y) design of any structural Work, including, additions, alterations or Restoration, performed
after Completion of the Project to procure and continuously maintain in full force and effect
during any period in which any such party is performing any Work, insurance to cover its
activities in connection with this Lease, the Leased Land and/or the Project for bodily injury,
personal injury and property damage as follows:
(a) Business Auto Liability. For autos owned, hired, scheduled or non-
owned with a combined single limit no less than One Million Dollars ($1,000,000.00) per
occurrence;
(b) Commercial General Liability.
(i) General Aggregate (Bodily Injury, Property Damage): Two
Million Dollars ($2,000,000.00).
(ii)
Dollars ($1,000,000.00)
(iii)
($1,000,000.00).
Product/Completed Operations Aggregate: One Million
Personal and Advertising Injury: One Million Dollars
(iv) Each Occurrence: One Million Dollars ($1,000,000.00).
(c) Worker's Compensation. Workers' Compensation insurance, in an
amount and form sufficient to meet all applicable governmental requirements, and Employer's
Liability coverage with limits of not less than One Million Dollars ($1,000,000.00) for bodily
injury or death to anyone or more persons per accident, One Million Dollars ($1,000,000.00)
bodily injury by disease each employee, and One Million Dollars ($1,000,000.00) policy limit
for bodily injury by disease. Such policies shall cover all persons providing labor or services to
or on behalf of such policy holder (as applicable, Lessee and Lessee's consultants) and risks to
such persons for claims arising out of construction, use or occupancy of Leased Land, repair of
or entry onto the Leased Land, prior to the completion date of the Work.
OHS West:260944874.! -62-
(d) Professional Liabilitv. When any architect, engineer and/or licensed
design draftsmen is employed by Lessee, or Lessee's Contractor, to perform professional
services for (x) any part of the Work performed prior to Completion of the Project, or (y) any
structural Work, including, additions, alterations or Restoration, performed after Completion of
the Project, Lessee shall cause Professional Liability (Errors & Omissions) Insurance to be
carried by each architect, engineer and/or licensed design draftsmen hired directly by Lessee to
perform professional services for any part of the Work and shall require Lessee's Contractor to
cause Professional Liability (Errors & Omissions) Insurance to be carried by each architect,
engineer and/or licensed design draftsmen hired directly by Lessee's Contractor to perform
professional services for any part ofthe Work. Such insurance shall provide a minimum
coverage limit per claim of not less than One Million Dollars ($1,000,000.00) for each claim and
One Million Dollars ($1,000,000.00) in the aggregate, or such lesser amount as University may
approve, in writing. Such policy may be written on a "claims made" basis provided it has a
retroactive date of placement prior to or coinciding with the commencement of any professional
services performed on any part ofthe Work, continues until the Completion of the Project or the
subject structural Work performed after Completion of the Project, as applicable, and includes, if
commercially available, at least a three (3) year discovery period for SUbmitting claims following
completion ofthe Work. Such policy shall provide coverage against loss or liability arising out
of negligent errors or omissions of the insured party in performing its contractual and
professional obligations relating to the design, engineering and construction of the Work, as the
case may be, or subsequent alteration or work of improvement, as applicable, and shall include
such endorsements as reasonably required by University.
Section 9.4 Periodic Increases. The minimum policy limits specified in Section 9.1,
Section 9.2 and/or Section 9.3 shall be subject to increase from time to time at the reasonable
discretion of University; provided, however, that (x) such increases shall not occur more
frequently than every four (4) years, and (y) without limitation to or any reduction in the
specified policy limits expressly set forth herein, any such increases, if imposed, shall be
consistent with minimum policy limits then being imposed by comparable lessors/owners in
connection with projects which are similar in size, scope and nature.
Section 9.5 Additional Insureds. With the exception ofthe Worker's Compensation
policies to be provided pursuant to Section 9.2(c) and Section 9.3(c) above the Professional
Liability policies to be provided pursuant to Section 9.3(d) and the pollution liability policies to
be provided pursuant to Section 9.2(d) above, the insurance policies provided by Lessee shall be
endorsed to name the University and its officers, directors, members, shareholders and
employees as Additional Insureds for completed and ongoing operations, by endorsement ISO
form CO 2037 (1011) or its equivalent and such endorsement shall provide that such insurance
shall be primary, and not excess or contributory to any insurance maintained by such Additional
Insureds. With respect to the pollution liability policies to be provided pursuant to Section
9.2(d) above, the University shall be named as a Named Insured. With the exception ofthe
Worker's Compensation policies and the Professional Liability policies, the insurance policies to
be provided by Lessee's Contractor, the subcontractor or any consultants pursuant to Section
9.2(c) or Section 9.3(c), shall be endorsed to name the University and Lessee and their respective
officers, directors, members, shareholders and employees as Additional Insureds (i) with respect
to Lessee's Contractor, subcontractors, and consultants for completed and ongoing operations
(by endorsement ISO form CO 2037 (1011) or its equivalent) and (ii) with respect all sub-
ORS West:260944874.1 -63-
contractors and consultants, for ongoing operations (by endorsement ISO form (CG2010 (10/03)
or its equivalent) and CG 2037(10/01) shall provide that such insurance shall be primary, and not
excess or contributory to any insurance maintained by such Additional Insureds.
Section 9.6 Lessee Not Relieved. It is expressly understood that the limits on
insurance coverages and the specific types of insurance coverages required herein shall not in
any way limit the liability of Lessee hereunder.
Section 9.7 Proof of Insurance. At the request of University, Lessee shall cause to be
delivered to University a complete certified copy of each such insurance policy or renewal or
replacement insurance policy obtained by Lessee, Lessee's Contractor, Lessee's Architect and
Lessee's Engineer. Coverage shall be in the form and substance as is then standard in the State
of California for policies of like coverage and shall be issued by the insurance companies
referred to in Section 9.12 below. In its sole discretion, Lessee may purchase and secure
insurance meeting the insurance requirements herein referenced to protect University, Lessee,
contractor and subcontractors of all tiers under an Owner Controlled Insurance Program
(wrap-up insurance program). Without limiting the foregoing, upon execution of this Lease
and/or prior to Commencement of any construction of the Work, Lessee shall cause to be
delivered to University, as evidence of the insurance policies required of Lessee and Lessee's
Contractor, Lessee's Architect, Lessee's Engineer, other consultants and subcontractors by this
Lease, Certificates of Insurance for such coverage that (i) shall be on standard ACORD forms
with policy endorsements acceptable to University, (ii) shall provide for no cancellation or
modification of coverage without 30 days (10 days for non-payment of premium) prior Notice to
University, (iii) shall show all companies affording coverage, (iv) shall use the legal name of
Lessee, Lessee's Contractor, Lessee's Architect and Lessee's Engineer, as the Named Insured in
each of their respective pOlicies as to such policy and (v) shall name The Regents of the
University of California as Certificate Holder in the following manner:
Real Estate Services
University of California, Davis
One Shields Avenue
Davis, California 956l6-8678
Attention: Executive Director, Real Estate Services
Telephone: (530) 754-8573
Facsimile: (530) 752-5808
Section 9.8 Proceeds. The proceeds from any insurance covering damage to the
Project shall be applied as set forth in Article X below. lfthe proceeds of any insurance are not
being held by Leasehold Mortgagee in accordance with the Project Financing Documents, then
University and Lessee shall jointly name an independent corporate trustee to hold such insurance
proceeds for such purposes in trust and to make disbursements therefrom for the purposes of
paying for the costs and expenses of such repair and Restoration of the damaged portion of the
Project.
Section 9.9 Waiver of Subrogation Rights. Lessee hereby waives, and Lessee shall
require Lessee's Contractor to waive, any and all rights of recovery against University and its
officers, directors, members, sharehOlders and employees on account of loss or damage to such
OHS West:260944874.i -64-
waiving party or such waiving party's property or the property of others under its control (but,
with respect to any party carrying third-party insurance, such waiver shall be effective only to the
extent that such loss or damage is caused by or results from risks insured against under any such
insurance policy). The property insurance to be maintained hereunder by Lessee and/or Lessee's
Contractor shall permit the foregoing waiver of subrogation.
Section 9.10 Compliance with Requirements of Carriers. Lessee shall at all times
observe and comply with the requirements of all of Lessee's policies of insurance in force with
respect to the Leased Land, or any part thereof, and Lessee shall so perform and satisfy the
requirements ofthe companies writing such policies so that, at all times, such policies shall be in
force with companies of good standing complying with the requirements of this Article IX.
Section 9.11 Non-Contributing. All insurance required to be carried by Lessee,
Lessee's Contractor, subcontractors, Lessee's Architect, Lessee's Engineer and other consultants
pursuant to this Article IX shall be non-contributing with any insurance carried by any
Additional Insureds under said policies.
Section 9.12 Form of Policies. All insurance required to be carried by Lessee,
Lessee's Contractor, subcontractors, Lessee's Architect, Lessee's Engineer and other consultants
pursuant to this Article IX shall be maintained with insurance carriers either (x) licensed and
approved to do business in the State of California, or (y) listed in the List of Eligible Surplus
Lines Insurers (LESLI) issued by the California Department of Insurance), in each case having a
general policyholders rating of not less than "A-" and financial rating of not less than "VIII" in
the most current Best's Key Rating Guide. In no event will such insurance be terminated or
otherwise allowed to lapse prior to termination of this Lease, or such longer or shorter period as
may be specified herein. Each policy of insurance required hereunder (i) shall provide that it
shall not be cancelled or modified without thirty (30) days (ten (10) days for nonpayment of
premiums) prior Notice to University, and (ii) shall not include any cross suits exclusion related
to claims between any insureds, whether between Named Insured, between Named Insured(s)
and Additional Insured(s) or between Additional Insureds .
.
Section 9.13 Settlement of Claims. If any portion of the Project shall be damaged or
destroyed by an insured peril and if, pursuant to this Article IX, any portion of such proceeds are
payable to University, then Lessee shall not settle, adjust or compromise any insurance claim
with respect to such damage without first obtaining the consent and approval of University to
any proposed settlement, adjustment or compromise of any such insurance claim, except that
nothing herein shall be construed to limit or restrict the rights of any Leasehold Mortgagee with
respect to the disposition of any such proceeds.
ARTICLE X
DAMAGE OR DESTRUCTION
Section 10.1 Minor Damage or Destruction. Except as provided in Section 10.2
below, if, during the Term, any portion of the Project is wholly or partially damaged or
destroyed by a risk covered by insurance, or required to be covered by insurance under any term
ofthis Lease, such damage or destruction shall not terminate this Lease, and Lessee shall, at its
sole cost and expense (including, without limitation, any available insurance proceeds and the
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then current balance of the Capital Reserve Account, which shall be made available to Lessee to
fund such costs and expenses), promptly repair and Restore the subject portion of the Project to
substantially the same condition as existed immediately prior to such damage or destruction
unless University gives its prior written approval to do otherwise. Such Restoration shall be
commenced promptly and prosecuted with due diligence. Without limiting the foregoing, if the
anticipated cost of Restoration of the subject portion of the Project so damaged or destroyed
exceeds Ten Thousand ($10,000.00), Lessee shall give University prompt Notice of such damage
or destruction. University hereby acknowledges and agrees that Lessee shall not be obligated to
Restore, nor shall Lessee bear the risk of loss associated with, any such damage or destruction to
any Delegated Punch List Work andlor the University Infrastructure Improvements; provided,
however, that Lessee shall remain obligated to complete any Delegated Punch List Work in the
event that (i) University Restores the portions of the Delivered Infrastructure to which such
Delegated Punch List Work applies to substantially the condition that existed immediately prior
to such damage or destruction, and (ii) Lessee has not terminated this Lease pursuant to Section
10.2 below.
Section 10.2 Major Damage or Destruction. Notwithstanding the provisions of
Section 10.1 above, if during the Term, any portions of the Project are wholly or partially
damaged or destroyed (i) by risk not insured and not required to be insured under this Lease, or
(ii) to an extent that exceeds the limits of insurance required to be maintained under this Lease,
or any insurance actually maintained in excess of the limits required to be maintained by this
Lease, then Lessee shall give University Notice of such damage or destruction detailing facts that
qualify the casualty under this provision. Within sixty (60) days following any such damage or
destruction, Lessee and University shall meet and confer to determine their respective response
to such damage or destruction. In connection therewith, Lessee shall obtain estimates for the
cost of Restoration of the affected portions of the Project from contractors and subcontractors
and shall provide such estimates to the University for review together with a statement of any
insurance proceeds which Lessee anticipates will be available to pay such costs of Restoration.
Notwithstanding anything to the contrary herein, if the cost of such Restoration to be paid by
Lessee exceeds the Trigger Amount (as defined below) (with such costs of Restoration to be
measured as the anticipated costs of such Restoration, after deducting the sum of (w) the then
current balance of the Capital Reserve Account (which shall be made available to Lessee to fund
such costs and expenses), (x) the amount of any insurance proceeds which are available for such
Restoration in connection with such damage or destruction or otherwise would have been
available had the insurance required under this Lease been maintained but was not maintained by
Lessee, (y) the amount of any applicable deductible under the insurance policies referenced in
the preceding item (x), and (z) any amount which University elects, in' the exercise of
University's sole and absolute discretion (without any obligation to do so), to fund toward
payment ofthe costs of Restoration of the damaged Infrastructure Improvements), then Lessee
shall have the right, exercisable in Lessee's sale and absolute discretion, by Notice delivered to
University within one hundred twenty (120) days following the date of such casualty, to
(1) Restore the Project, or (2) if such damage or destruction Occurs prior to the expiration of the
Master Lease, assign this Lease to WVCP for the purpose of permitting WVCP to Restore the
Project and thereafter proceed with development of the Project in accordance with this Lease, or
(3) to terminate this Lease; provided, however, if Lessee fails to provide Notice to University of
its election within such one hundred twenty (120) day period, then Lessee shall be deemed to
have elected to Restore the Project, as provided in item (1) of this sentence and to have waived
OHS West:260944874.1 -66-
the right to either assign this Lease to WVCP, as provided in item (2) ofthis sentence, or to
terminate this Lease, as provided in item (3) of this sentence. If Lessee is required to Restore the
Project, or elects, or is deemed to have so elected to Restore, as provided in the preceding
sentence, then Restoration by Lessee shall be commenced promptly and prosecuted to
completion with due diligence and Lessee shall have the right to use all available proceeds of
insurance maintained by Lessee for such purpose. If Lessee elects to assign this Lease to
WVCP, then within thirty (30) days following Notice to University of such election, Lessee shall
assign Lessee's entire right, title and interest in the Project (including Lessee's right, title and
interest in and to any Student Bed Sublease and any Commercial Sublease), the Development
Documents and the Development Agreements related to the Project to WVCP in a written
assignment which shall include an express assumption by WVCP of all of the obligations of
Lessee hereunder and an agreement by WVCP, in favor of University, that WVCP shall Restore
the Project, in the same manner as though WVCP were Lessee hereunder and, in such capacity,
WVCP had elected to Restore the Project pursuant to item (1) of the preceding sentence, and
together with such assignment (A) except as otherwise agreed between Lessee and WVCP,
Lessee shall be entitled to receive all proceeds of insurance maintained by Lessee and/or any
Lessee Parties related to damage to the Project and/or interruption of Lessee's business;
(B) Lessee shall leave the Project in place; and (C) WVCP shall provide a guarantor of this
Lease who, together with WVCP, has a Tangible Net Worth equal to or greater than the Required
TNW Amount, which guarantor shall execute a guaranty in the form of the Guaranty and deliver
such Guaranty to University concurrently with such assignment. If Lessee elects to terminate
this Lease, then (I) Lessee shall be entitled to receive all proceeds of insurance maintained by
Lessee and/or any Lessee Parties related to damage to the Project and/or interruption of Lessee's
business; (II) Lessee shall leave the Project in place; (III) upon the election of University, to be
exercised in University's sole and absolute discretion, any portion of the Project shall be
Demolished; (IV) subject to the provisions of the preceding item (II!), Lessee shall surrender the
Leased Land in the condition required pursuant to Section 14.2 below (taking into consideration
the provisions of Section 4.4(b)), (V) Lessee's right, title and interest in the Project (including
Lessee's right, title and interest in and to any Student Bed Sublease and any Commercial
Sublease), the Development Documents and the Development Agreements related to the Project
shall automatically and without additional compensation to Lessee become the property and vest
in University, (VI) Lessee shall execute such documents as University may request to
memorialize the termination of this Lease and the transfer to University of all interests of Lessee
in the Project (including Lessee's right, title and interest in and to any Student Bed Sublease and
any Commercial Sublease), the Development Documents and the Development Agreements,
(VII) this Lease shall terminate and all of Lessee's rights in the Leased Land, and every part
thereof, and all of Lessee's rights in the Project, and every part thereof, shall terminate and
Lessee's right, title and interest in Project (including Lessee's right, title and interest in and to
any Student Bed Sublease and any Commercial Sublease), the Development Documents and the
Development Agreements related to the Project shall automatically and without additional
compensation to Lessee become the property and vest in University on the date which is ten (10)
Business Days following Lessee's completion of the Work described in items (III) and (IV)
above. Upon any termination ofthis Lease pursuant to this Section 10.2, Lessee shall execute
such documents as University may reasonably request to memorialize the termination of this
Lease and the transfer to University of all interests of Lessee in the Project (including Lessee's
right, title and interest in and to any Student Bed Sublease and any Commercial Sublease), the
OHS West:260944874.l -67-
Development Documents and the Development Agreements and, if the Project Financing
Documents remain an encumbrance upon Lessee's Interest on the date of such termination, then
Lessee shall cause Leasehold Mortgagee to immediately record a release of any security interest
Leasehold Mortgagee haslhad in Lessee's Interest, which release shall be accomplished through
the recording in the Official Records of the County of a customary release document which has
been approved by University in the exercise of its reasonable discretion. As used herein, the
term "Trigger Amount" shall mean an amount equal to the product of (I) Three Million Dollars
($3,000,000.00), multiplied by (II) a fraction, the numerator of which is the CPI Index last
published prior to the date of such damage or destruction, and the denominator of which is the
CPI Index last published prior to the Effective Date.
Section 10.3 Basic Rent Abatement. If damage or destruction of the Project actually
prevents Lessee from leasing Student Beds comprising twenty-five percent (25%) or more of the
Maximum Student Bed Count, then so long as Lessee diligently prosecutes Restoration of such
damage or destruction to the Project, a portion of Basic Rent shall be abated during the Casualty
Abatement Period (as defined below) in the proportion that the number of Student Beds which
Lessee is so prevented from leasing bears to the Maximum Student Bed Count. As used herein,
the term "Casualty Abatement Period" shall mean a period commencing on the date of the
damage or destruction giving rise to such right of abatement and continuing for the reasonably
anticipated period of time thereafter required for Lessee to effectuate substantial completion of
Restoration of such damage or destruction, taking into consideration the scope of the subject
damage or destruction and Lessee's obligation to diligently pursue such Restoration to
completion.
ARTICLE XI
CONDEMNATION
Section 11.1 Lease Governs. In the event of any Taking during the Term, the rights
and obligations of the parties with respect to such appropriation and any Net Awards and
Payments in connection therewith shall be as provided in this Article XI. The following terms
shall have the meanings set forth below:
(i) Net Awards and Payments Defined. The term "Net Awards
and Payments" shall mean any awards and other payments or compensation payable to either
University or Lessee, as the case may be, in connection with a Taking, less reasonable costs, fees
and expenses of either University or Lessee (including, without limitation, reasonable attorneys'
fees and costs) incurred in the collection thereof; provided, however, (x) no award, other
payment or compensation payable to University with regard to any portion of the Master Project
Leased Land, other than the Leased Land, shall be considered in the computation of the "Net
Awards and Payments," and (y) if University is the condemning authority, then University shall
not be entitled to receive reimbursement of, nor shall there be a deduction from the "Net Awards
and Payments" of the amount of, the University's costs, fees and expenses.
(ii) Partial Taking Defined. A "Partial Taking" shall mean a
Taking which does not-constitute a Total Taking, as defined in Section 1l.1(iv) below.
OHS West:260944874. 1 -68-
(iii) Taking Defined. "Taking" shall mean any acquisition or
taking of all or any portion of the Leased Land, or this Lease, or any interest therein or right
accruing thereto, pursuant to or in anticipation of the exercise of the power of condemnation or
eminent domain, or by reason of the temporary requisition ofthe use or occupancy of the Leased
Land, or any part thereof, by any governmental or quasi-governmental authority, civil or
military, or any other agency empowered by law to take property in the State of California or
under the laws ofthe United States of America under the power of eminent domain.
, (iv) Temporary Taking Defined. A "Temporary Taking" shall
mean a Taking for temporary use or occupancy.
(v) Total Taking Defined. A "Total Taking" shall mean:
(A) a Taking of all ofthe Leased Land other than for a
temporary purpose; or
(B) at the option of Lessee, a Taking of so much of the
Project as to substantially impair, or to render uneconomical, in Lessee's reasonable judgment,
the development and/or operation ofthe Project.
(vi) Total Unit Reduction Defined. A "Total Unit Reduction"
shall mean a permanent reduction in the aggregate number of Student Beds that Lessee is able to
construct upon the Leased Land as the Project (either initially or through a reconstruction) which
results from a Taking; provided, however, that a Student Bed shall not be included within the .
computation of a Total Unit Reduction if Lessee reconfigures and redesigns the Project upon the
Leased Land remaining following such Taking, or would have reasonably been able to so
reconfigure and redesign the Project in an manner, such that Lessee is not
permanently prevented from constructing the subject Student Bed.
Section 11.2 Total Taking; Termination; Distribution of Award. In the event of a
Total Taking, this Lease shall terminate effective on the date of surrender of possession of the
Leased Land, or so much thereof or interest therein as has been taken, to the condemning
authority. Lessee shall continue to pay all amounts due hereunder and, in all respects, keep,
observe and perform all of the terms, covenants, agreements and conditions of this Lease to be
kept, observed and performed by Lessee until the date of such termination with the exception of
the obligation to complete the Project. Lessee an4 University shall each be entitled to prosecute
claims in such condemnation proceeding for the value of its respective interest in the Leased
Land, or portion thereof, being so Taken. The Net Awards and Payments shall be divided pari
passu between University and Lessee based upon the respective value oftheir interests;
provided, however, if the Project Financing Documents encumber the Leased Land, or any
portion thereof, on the date of such Taking, then Leasehold Mortgagee shall receive Lessee's
share of such payments until all sums secured by its Leasehold Mortgage have been paid.
Notwithstanding the forgoing, prior to any allocation of the Net Awards and Payments, both
Lessee and University shall each be entitled to receive its respective reasonable costs, fees and
expenses (including, without limitation, reasonable attorneys' fees and costs) incurred in the
collection of any awards and other payments or compensation arising from such Taking;
ORS West:260944874.1
-69-
provided, however, if University is the condemning authority, then University shall not be
entitled to receive reimbursement ofthe University's costs, fees and expenses.
Section 11.3 Partial Taking; Effect; Restoration; Distribution of Award. In the
event of a Partial Taking, this Lease shall remain in full force and effect with respect to that
portion of the Leased Land not so taken and such Partial Taking shall be deemed to be an event
of Force Majeure hereunder with respect to the portions of the Project to be constructed upon the
portions of the Leased Land affected by such Partial Taking. Lessee shall promptly commence
and proceed with due diligence to effect repair, replacement, relocation and/or reconstruction of
the portions of the Project that are permitted to be constructed on the remaining portion of the
Leased Land to cause such portions of the Project to be, as nearly as practicable, in the condition
and character which existed immediately prior to such Taking and shall thereafter continue to
construct the portions of the Project that are permitted to be constructed on the remaining portion
of the Leased Land as and when required hereunder. From and after the date of such Taking, a
portion of the Basic Rent shall be abated in the proportion that the number of Student Beds
which are the subject of a Total Unit Reduction bears to the Maximum Student Bed Count;
provided, however, if Lessee had already substantially completed construction ofa Building
which became the subject of a Taking but the Student Beds within such Building do not qualifY
to be included within the computation of a Total Unit Reduction due to Lessee's ability to
reconfigure and redesign the Project to be constructed upon the Leased Land remaining
following such Taking, then in addition to the aforementioned abatement relating to a Total Unit
Reduction, a portion of the Basic Rent in the proportion that the number of Student Beds within
the subject Building bears to the Maximum Student Bed Count shall be abated for a period
commencing upon the date of such Taking and continuing for a period of twenty-four (24)
months thereafter. Lessee and University shall each be entitled to prosecute claims in such
condemnation proceeding for the value of its respective interest in the portion of the Leased
Land being so Taken. The Net Awards and Payments shall be allocated between University and
Lessee as follows:
(a) First, to Lessee in an amount equal to the costs to be incurred by Lessee in
the repair, replacement, relocation and/or reconstruction of the portions of the Project that are
permitted to be constructed on the remaining portion ofthe Leased Land, as required hereunder.
(b) Thereafter, any remaining amount of the Net Awards and Payments shall
be divided pari passu between University and Lessee based upon the respective value of their
interests in the portion of the Leased Land so Taken; provided, however, (i) the amounts
received by Lessee pursuant to item (a) above shall not be duplicated in determining Lessee's
interest under this item (b) and shall not be included for purposes of determining the respective
pari passu distribution, and (ii) if the Project Financing Documents encumber the Leased Land,
or any portion thereof, on the date of such Taking, then Leasehold Mortgagee shall receive
Lessee's share of such payments until all sums secured by its Leasehold Mortgage have been
paid.
Notwithstanding anything to the contrary set forth above, prior to any allocation ofthe Net
Awards and Payments, both Lessee and University shall each be entitled to receive its respective
reasonable costs, fees and expenses (including, without limitation, reasonable attorneys' fees and
costs) incurred in the collection of any awards and other payments or compensation arising from
OHS West:260944874.1 -70-
such Taking; provided, however, if University is the condemning authority, then University shall
not be entitled to receive reimbursement of the University's costs, fees and expenses.
Section 11.4 Temporary Taking; Effect; Distribution of Award. In the event of a
Temporary Taking, this Lease shall remain in full force and effect, and such Temporary Taking
shall be deemed to be an event of Force Majeure hereunder with respect to the portions of the
Project to be constructed upon the portions ofthe Leased Land affected by such Temporary
Taking. Lessee shall be entitled to claim, recover and retain any Net Awards and Payments
made on account of such Temporary Taking; provided, however, that (i) if the period of such
Temporary Taking extends beyond the Term and such Temporary Taking involves all of the
Leased Land or, at the option of Lessee, a Taking of so much of the Leased Land as to
substantially impair, or to render uneconomical, in Lessee's reasonable judgment, the
development and/or operation ofthe Project, then the Temporary Taking shall be treated as a
Total Taking, this Lease shall terminate, the Net Awards and Payments shall be disbursed
according to Section 11.2 above, and from and after the date of such Taking, Lessee shall have
no further right, title or interest in the Leased Land; and (ii) if the period of such Temporary
Taking extends beyond the Term, but such Temporary Taking does not fall within the provisions
of preceding item (i), then the Temporary Taking shall be treated as a Partial Taking, this Lease
shall terminate with respect to the portion of the Leased Land which is the subject of such
Taking, the Net Awards and Payments shall be disbursed according to Section 11.3 above,
Lessee shall complete the relocation, repair, replacement or reconstruction of the Project as
required hereunder, and from and after the date of such Taking, Lessee shall have no further
right, title or interest in the portion of the Leased Land which is the subject of such Temporary
Taking.
Section 11.5 Notice. Upon any party receiving notice of or becoming aware of any
condemnation proceedings, or threat thereof, such party shall promptly give Notice to the other
party in the manner specified in Section 21.1.
Section 11.6 Covenant Barring Condemnation. The University hereby covenants
and agrees that, until the later to occur of (i) the expiration of the Master Lease, and/or (ii) the
date which is fourteen (14) years following the Master Lease Effective Date, the University shall
not initiate any Taking of the Leased Land by the University nor shall the University attempt to
acquire any portion of the Leased Land (or any interest therein or right accruing thereto) through
the power of condemnation or eminent domain. Notwithstanding the foregoing, University
hereby agrees for the sole benefit of Leasehold Mortgagee that, if the University exercises its
power of eminent domain for the purpose of taking either an entire Building (or substantially all
of such Building), or the entire Project at any time when Project Financing remains unpaid
(including, without limitation, in the event that a Leasehold Mortgagee has foreclosed on the
Project or acquired the same by a deed in lieu of foreclosure and such Leasehold Mortgagee or a
Leasehold Mortgagee Affiliate retains ownership of the Project at the time of such Taking, it
being agreed that such foreclosure or transfer in lieu of foreclosure shall not be deemed to be a
repayment of the principal amount of the Project Financing for purposes hereof), then so long as
(X) the subject Project Financing funded by such Leasehold Mortgagee complied with the
provisions of items (i) or (ii), respectively, of Section 16.2 below at the time such Project
Financing was entered into, and (Y) the University approved such Leasehold Mortgagee's
statement of the Loan Allocation at the time the subject Project Financing Documents were
OHS West:260944874.1 -71-
entered into, the award payable with respect to each Building which is the subject of such Taking
by the University shall be a minimum of the Floor Amount; provided, however, where the
subject Project Financing constitutes a Joint Financing, the "Loan Allocation" and the "Floor
Amount" shall be determined upon the basis of such Joint Financing, as more particularly set
forth in the definition of each of the terms "Loan Allocation" and "Floor Amount".
ARTICLE XII
ASSIGNMENT, SUBLETTING AND PURCHASE RIGHTS
Section 12.1 Assignment And Subletting. In no event shall Lessee be permitted to
assign less than all of Lessee's Interest. Except for an assignment to an Affiliate, any assignment
to a Leasehold Mortgagee, in order to secure Project Financing, any Student Bed Sublease or any
Commercial Sublease, (i) prior to Completion of the Project, Lessee shall not assign, sublease,
pledge or hypothecate Lessee's Interest, whether directly or indirectly, without the prior written
consent of University, which consent may be granted or withheld or conditioned in University's
sole and absolute discretion, and (ii) following the Completion of the Project, Lessee shall not
assign, sublease, pledge or hypothecate Lessee's Interest, whether directly or indirectly, without
the prior written consent of University, which consent shall not be unreasonably withheld or
conditioned. For purposes of the preceding item (i), it shall be deemed to be reasonable for
University to withhold its consent where the proposed sublessee or assignee does not have
experience managing a student housing project of similar size and quality to the Project, as
determined by University in the exercise of University's reasonable discretion, unless such
proposed sublessee or assignee commits in writing to retain a property management firm having
the requisite experience to manage and operate the Project during the period in which such
sublessee or assignee retains an interest in the Project and has so retained such a property
management firm on the effective date of the subject sublease or assignment. If Lessee attempts
to assign, sublease, pledge or hypothecate all or any portion of Lessee's Interest without
University's written consent, as provided in the preceding sentence, then in addition to the
remedies set forth in Section 15.3 below, at University's election, to be exercised in University's
sole and absolute discretion, such attempted assignment, sublease, pledge or hypothecation shall
be void and of no force or effect. Without limiting the foregoing, for the purposes of this Lease,
a transfer of any direct or indirect interest (whether stock, partnership interest, membership
interest or otherwise) of Lessee (including a transfer of any stock, partnership interest,
membership interest or other interest in any parent of Lessee), either in one (1) transaction or a
series of related transactions shall be deemed to be an assignment of Lessee's Interest under this
Lease and shall require University's consent as provided above; provided, however, at any time
in which Lessee consists ofWVCP or an Affiliate, University's consent shall not be required
with respect to any such transfer of interests in Lessee so long as either (x) a combination of CP
Investment Fund II, LP and Urban Villages, Inc., or (y) CP Investment Fund II, LP, individually
continue to directly or indirectly (i) control Lessee, and (ii) own at least ninety percent (90%) of
Lessee following such transfer. Notwithstanding the foregoing or anything to the contrary
herein, during the existence of any Joint Financing, all Joint Financing Guarantors must be and
remain subsidiaries of the same ultimate parent (whether individuals or entities) with the same
respective direct or indirect ownership interest in each of the Joint Financing Guarantors and a
transfer of any direct or indirect interest (whether stock, partnership interest, membership interest
or otherwise) of any of the Joint Financing Guarantors (including a transfer of any stock,
partnership interest, membership interest or other interest in any parent of any of the Joint
OHS West:260944874.J -72-
Financing Guarantors) which results in any variation between the ultimate parent of Lessee and
the ultimate parent of any of the other Joint Financing Guarantors shall entitle University to the
remedies set forth in Section 15.3 below.
Section 12.2 Right of First Offer. The University shall have a recurring right of first
offer ("Right of Offer") with respect to the sale or assignment of any portion of Lessee's
Interest, as follows:
(a) If at any time Lessee shall intend to sell or assign Lessee's Interest (other
than pursuant to an unsolicited offer, in which case the provisions of Section 12.3 shall apply),
Lessee shall first offer to sell Lessee's Interest to University. Each offer to sell Lessee's Interest
pursuant to this Section 12.2 shall be made initially in a written notice ("Offer Notice")
delivered to the University.
(b) IfUniversity elects to pursue the exercise of the Right of Offer, then within
thirty (30) days following receipt of an Offer Notice, University shall deliver written notice
("Election Notice") to Lessee specifying the purchase price and other terms (herein, the "Offer
Terms") upon which University would be willing to purchase Lessee's Interest.
(c) Lessee shall have a period of thirty (30) days following receipt of an
Election Notice to elect to accept the Offer Terms presented by University. If Lessee accepts the
Offer Terms, then Lessee shall deliver written notice ("Acceptance Notice") to University
stating Lessee's acceptance of the Offer Terms and the parties shall thereafter proceed with the
transfer of Lessee's Interest to University in accordance with the terms of Section 12.4 below. If
Lessee rejects the Offer Terms set forth in said Election Notice or University does not respond to
an Offer Notice within the thirty (30) day period specified above, then, subject to University's
rights set forth in Section 12.2 and University's approval rights over any assignee of Lessee's
Interest set forth in Section 12.1 above, Lessee may proceed to offer Lessee's Interest for sale to
other parties.
(d) Notwithstanding anything to the contrary herein, Lessee shall not be
permitted to sell Lessee's Interest at a purchase price which is less than ninety five (95%) of
purchase price set forth in the Offer Terms or otherwise on terms substantially less favorable to
Lessee than the terms set forth in the Offer Terms, unless Lessee has first given University
written notice ("Reduced Offer Notice") of Lessee's intention and provided University with the
opportunity to agree to purchase Lessee's Interest upon such modified terms (herein, the
"Reduced Offer Terms") for a period of fifteen (15) days following the date of delivery of such
Reduced Offer Notice. IfUniversity accepts the Reduced Offer Terms, then University shall
deliver an Acceptance Notice to Lessee within such fifteen (15) day period stating University's
acceptance of the Reduced Offer Terms and the parties shall thereafter proceed with the transfer
of Lessee's Interest to University in accordance with the terms of Section 12.4 below. If
University rejects the offer set forth in said Reduced Offer Notice or does not respond to such
Reduced Offer Notice within such fifteen (15) day period, then Lessee may proceed to sell
Lessee's Interest at the Reduced Offer Terms offered to University pursuant to such Reduced
Offer Notice; provided, however, Lessee shall not be permitted to sell Lessee's Interest at a
purchase price which is less than ninety five (95%) of purchase price set forth in the Reduced
Offer Terms or otherwise on terms substantially less favorable to Lessee than the terms set forth
OHS West:260944874.! -73-
in the Reduced Offer Terms without once again providing University with a Reduced Offer
Notice specifying such new lower price and revised terms and proceeding to offer Lessee's
Interest for sale to University pursuant to the preceding sentence. For the purposes ofthis
Section 12.2, '(x) to the extent that the subject offer includes taxable seller carry-back financing,
University shall receive a credit against the purchase price commensurate with the tax-exempt
nature of its debt service payments; and (y) as transfer and other documentary taxes will not be
payable in a transfer to University due to University's status as a public agency, then to the
extent not payable, University shall receive a credit against the purchase price in an amount
equal to the transfer and other documentary taxes which would otherwise be payable, and the
respective credits against the purchase price to be afforded University shall be taken into
consideration in determIning the requirement for Lessee's delivery of a Reduced Offer Notice to
University and the Reduced Offer Terms to be set forth in such Reduced Offer Notice.
( e) This Right of Offer shall survive any sale or assignment of Lessee's
Interest and apply in connection with any subsequent sale or assignment of Lessee's Interest
occurring thereafter.
Section 12.3 Right of First Refusal. The University shall have a recurring right of first
refusal ("Right of Refusal") with respect to the sale or assignment of any portion of Lessee's
Interest, as follows:
(a) If at any time Lessee receives an unsolicited bona fide offer to purchase
Lessee's Interest which Lessee wishes to pursue ("Purchase Offer"), Lessee shall provide
University with written notice ("Pending Sale Notice") specifying the purchase price and other
terms set forth in such Purchase Offer ("Available Terms").
(b) If University elects to pursue the exercise of the Right of Refusal, then
within thirty (30) days following receipt of a Pending Sale Notice, University shall deliver
written notice ("Purchase Election Notice") and the parties shall thereafter proceed with the
transfer of Lessee's Interest to University in accordance with the terms of Section 12.4 below.
(c) If University rejects the Available Terms set forth in said Pending Sale
Notice or University does not respond to a Pending Sale Notice within the thirty (30) day period
specified above, then, subject to University's approval rights over any assignee of Lessee's
Interest set forth in Section 12.1 above, Lessee may proceed with the sale of Lessee's Interest as
specified in the Pending Sale Notice.
(d) Notwithstanding anything to the contrary herein, Lessee shall not be
permitted to sell Lessee's Interest at a price and on terms which are less favorable to Lessee than
the Available Terms, unless Lessee has first given University written notice ("Modified Terms
Notice") of Lessee's intention and provided University with the opportunity to agree to purchase
Lessee's Interest upon such modified terms (herein, the "Modified Terms Offer") for a period
of fifteen (15) days following the date of delivery of such Modified Terms Notice. If University
accepts the Modified Terms Offer, then University shall deliver a Purchase Election Notice to
Lessee stating University's acceptance ofthe Modified Terms Offer within such fifteen (15) day
period and the parties shall thereafter proceed with the transfer of Lessee's Interest to University
in accordance with the terms of Section 12.4 below. If University rejects the offer set forth in
OHS West:260944874.1 -74-
said Modified Terms Notice or does not respond to such Modified Terms Notice within such
fifteen (15) day period, then Lessee may proceed to sell Lessee's Interest upon the Modified
Terms offered to University pursuant to such Modified Terms Notice; provided, however, Lessee
shall not be permitted to sell Lessee's Interest at a purchase price and on terms which are less
favorable to Lessee than the Modified Terms Offer without once again providing University with
a Modified Terms Notice specifying such new modified terms and proceeding to offer Lessee's
Interest for sale to University pursuant to the preceding sentence. For the purposes of this
Section 12.3(d), (x) to the extent that the subject offer includes taxable seller carry-back
financing, University shall receive a credit against the purchase price commensurate with the
tax-exempt nature of its debt service payments; and (y) as transfer and other documentary taxes
will not be payable in a transfer to University due to University's status as a public agency,
University shall receive a credit against the purchase price in an amount equal to the transfer and
other documentary taxes which would otherwise be payable, and the respective credits against
the purchase price to be afforded University shall be taken into consideration in determining the
requirement for Lessee's of a Modified Terms Notice to University and the Modified
Terms Offer to be set forth in such Modified Terms Notice.
(e) This Right of Refusal shall survive any sale or assignment of Lessee's
Interest and apply in connection with any subsequent sale or assignment of Lessee's Interest
occurring thereafter.
Section 12.4 University Purchase Procedures. If either (i) University elects to
acquire Lessee's Interest pursuant to any Offer Notice or Reduced Offer Notice made pursuant to
Section 12.2 above, or (ii) University elects to acquire Lessee's Interest pursuant to any Pending
Sale Notice or Modified Terms Notice made pursuant to Section 12.3 above, then the closing
thereon (the "Closing") shall occur in the manner and on the terms set forth in the respective
Offer Notice, Reduced Offer Notice, Pending Sale Notice, or Modified Terms Notice, as
applicable, as modified by the following: The Closing shall proceed through an escrow with a
title company selected by the parties;
(b) University shall be afforded not less than a forty-five (45) day due
diligence period in which to inspect all aspects of the Leased Land, the Project and the operation
thereof and Lessee shall make available all of Lessee's books and records related to the operation
and condition ofthe Project; and
(c) During the due diligence period referenced in the preceding item (b),
University shall also seek to obtain the approval ofthe purchase by University's Board of
Regents, which approval shall be a condition to University's obligation to proceed with any
acquisition ofthe Project; provided, however, if such condition is neither satisfied or waived
prior to the expiration of such forty-five (45) day period, then University shall be deemed to have
elected to terminate the subject purchase contract and such termination shall be treated as though
University had elected not to acquire Lessee's Interest pursuant to the subject Offer Notice,
Reduced Offer Notice, Pending Sale Notice or Modified Terms Notice, as applicable, which
originally gave rise to proceeding under this Section 12.4, but without limiting any further rights
of University set forth in the provisions of Section 12.2 and Section 12.3, respectively.
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ARTICLE XIII
INDEMNITY, CLAIMS, LIENS AND ENCUMBRANCES
Section 13.1 Lessee Indemnity. Lessee shall indemnify, protect, defend (with counsel
reasonably acceptable to University and Lessee) and hold University, the University of
California, Davis and their respective employees, officers and agents (collectively, "University
Indemnitees") harinless from any Claims to the extent either resulting from or arising out of:
(a) personal injury, death, or property damage resulting from or arising out of the willful
misconduct or negligent acts, errors or omissions of any Lessee Parties; (b) the conduct or
activities by any Lessee Party on the Leased Land or the Access Areas, including, any Claims for
damage or destruction to the Leased Land or any real property adjacent to or serving as ingress
or egress from the Leased Land to the extent such damage or destruction results from or arises
out of such activities; (c) the presence of any Hazardous Substances on the Leased Land, the
Access Areas and/or any real property adjacent to the Leased Land and/or the Access Areas
which presence arises in connection with a breach of Lessee's under Section 4.4 of
this Lease, including, without limitation, any Claims for the costs of environmental or technical
risk assessment, any cleanup or remedial cost, and the costs of any monitoring, sampling or
analysis, and any diminution in property value; (d) any violation by the Lessee Parties of any
Applicable Laws, Governmental Authorizations, University Regulations, OREA(s) and/or the
Entitlements Documents relating to the construction of the Project, the Delegated Punch List
Work and/or to the use and occupancy of the Leased Land and/or the Access Areas; (e) any
contest by Lessee conducted pursuant to Section 4.6 above or Section 13.4 below; (f) Lessee's
breach of any of the representations, warranties and/or obligations identified in Section 21.2
and/or Section 21.14; (g) Lessee's failure to surrender its interest in the Leased Land, or any part
thereof, as required hereunder, at the expiration or sooner termination of this Lease; (h) any and
all Claims brought by any Lessee Party or any Leasehold Mortgagee with respect to relocation
benefits asserted pursuant to Applicable Laws and/or University Regulations, including, without
limitation, California Government Code Section 7260 (et. seq.) and/or implementing regulations;
and (i) any other breach by Lessee under this Lease; provided, however, in each case Lessee
shall have no obligation to indemnify or hold any University Indemnitees harmless from any
Claim to the extent such Claim results from or arises out of the willful misconduct or negligent
acts, errors or omissions of any University Parties and/or University Indemnitees.
Notwithstanding any other provision hereof, Lessee shall have no Obligation to indemnify the
University Indemnitees with respect to design or construction defect claims related to the acts or
omissions of Lessee's Contractor, Lessee's Architect, Lessee' s Engineer, or their respective
contractors and subcontractors, related to the Delegated Punch List Work, provided that this
caveat shall not limit or waive the indemnity provided in Subsections 13.1(b) and 13.l(d) above,
nor constitute a waiver or release of Lessee from its obligations under this Agreement or any
Claims related thereto.
Section 13.2 University Indemnity. University shall indemnify, protect, defend (with
counsel reasonably acceptable to Lessee and University) and hold Lessee and Lessee's
employees, directors, officers, shareholders, members, managers and agents (collectively,
"Lessee Indemnitees") harmless from any Claims to the extent either resulting from or arising
out of: (a) personal injury, death, or property damage resulting from or arising out ofthe willful
misconduct or negligent acts, errOrs or omissions of (i) University, (ii) any of its employees
arising while such employee was acting within the scope of employment, or (iii) the University's
OHS West:260944874. J -76-
agents retained to perform work in connection with this Lease; (b) personal injury, death, or
property damage resulting from or arising out of the willful misconduct or negligent acts, errors
or omissions of any University Party which occur during or in connection with such University
Party's access to the Access Areas and/or the Leased Land in connection with the work to be
performed by University in connection with the University Infrastructure Improvements and/or
the Delivered Infrastructure; (c) the conduct or activities on the Leased Land or the Access Areas
by (i) University, (ii) any of its employees arising while such employee was acting within the
scope of employment, or (iii) the University's agents retained to perform work in connection
with this Lease; (d) the conduct or activities by any University Party on or about the Leased
Land and/or the Access Areas, which arise in connection with the work to be performed by
University in connection with the University Infrastructure Improvements and/or the Delivered
Infrastructure; (e) any contest by University conducted pursuant to Section 4.6(b) above;
(f) University's exercise of the rights set forth in Section 4.8(b) above, (g) University's breach
of any of the representations and warranties identified in Section 5.1(t), Section 21.2 below
and/or Section 21.15 below; (h) the presence of any Hazardous Substances on the Leased Land
and/or any real property adjacent to the Leased Land which presence arises in connection with a
breach of University's obligations under Section 5.1(b) ofthis Lease, including, without
limitation, any Claims for the costs of environmental or technical risk assessment, any cleanup or
remedial cost, and the costs of any monitoring, sampling or analysis, and any diminution in
property value of Lessee's Interest in the Project; (i) University's use of the Development
Documents or Development Agreements for any purpose other than in connection with the
operation, maintenance and repair of the Project or any portion thereof; and G) following
University's assumption of Lessee's position under any of the Development Agreements, any
breach by University of the terms of such Development Agreements; provided, however,
University shall have no obligation to indemnify or hold Lessee harmless from any Claim to the
extent such Claim results from or arises out of the willful misconduct or negligent acts, errors or
omissions of any Lessee Parties, Lessee, any Sub-Phase Lessee Parties and/or any WVCP
Parties. Notwithstanding the foregoing, except as provided in connection with Lessee's delivery
of (I) aN otice oftermination as set forth in Section 17.2, or (II) a Notice of Waiver as set forth
in Section 17.4( c), University shall indemnify, protect, defend (with counsel reasonably
acceptable to University) and hold the Lessee Indemnitees harmless from (x) any Claims
resulting from or arising out of any contest conducted by University pursuant to Section 17.4(a),
(y) any fines and/or penalties incurred by any Lessee Indemnitee in connection with any action
or proceeding described within Section 17.4(b), and (z) the increased costs described within
Section 17.4(c).
Section 13.3 Covenant Against Encumbrances. Lessee shall not, and shall have no
right to, encumber University's interest in the Leased Land, and Lessee covenants to keep
University's interest in the Leased Land and each and every part thereof at all times free and
clear of any and all liens and encumbrances of any kind whatsoever arising out of the acts or
omissions of the Lessee Parties, including, without limitation, those liens and encumbrances
created by the performance by Lessee of any Work, or labor or furnishing of any material,
supplies or equipment to Lessee. In addition, Lessee agrees to include in all Commercial
Subleases and Student Bed Subleases provisions which require the Occupant thereunder to keep
University's interest in the Leased Land free and clear of any and all liens and encumbrances of
any kind whatsoever arising out of the acts or omissions of such Occupant and/or its guests or
invitees, and Lessee agrees to use commercially reasonable efforts to enforce such contractual
OHS West:260944874.l -77-
provIsIons. Should Lessee fail to discharge or cause to be discharged any such claim of lien
within thirty (30) days after service on Lessee, then, on Notice from University, University may
pay, adjust, compromise and discharge any such lien or claim of lien on such terms and manner
as University may deem appropriate. In such event, Lessee shall immediately reimburse
University for the full amount paid by University in connection with such lien or claim of lien,
including any attorneys' fees or costs, or other cOsts expended by University, together with
Interest at the rate provided in Section 21.13 from the date of payment by University to date of
repayment by Lessee. Lessee agrees to pay reasonable attorneys' fees, costs, charges and other
expenses which University may incur in negotiating, settling, defending, and otherwise
protecting University and University's interest in the Leased Land, and every part thereof, from
and against such liens or claims.
Section 13.4 Mechanics' and Similar Liens. Lessee shall payor cause to be paid the
total cost and expense of all "work of improvement" (as defined in California Civil Code
Section 3106) with respect to the Project and the Delegated Punch List Work. No such payment
shall be construed as rent under this Lease. Lessee shall not permit any mechanic's,
materialman's, contractor's, subcontractor's or other similar lien, arising out of any work of
improvement performed by Lessee Orat Lessee's request to stand against the Leased Land, or
any part thereof. If any such lien shall be filed against the Leased Land, or any part thereof,
Lessee shall cause the same to be discharged prior to any foreclosure of such lien or execution is
had based upon any judgment rendered thereon, by payment, deposit or bond. Notwithstanding
the prior sentence, if Lessee seeks to extend the pendency of such lien in order to negotiate with
the holder thereof or to contest such lien, then Lessee is authorized to do so provided that Lessee
shall furnish the release bond required by California Civil Code Section 3143, or any comparable
statute hereafter enacted providing a bond freeing the Leased Land and every part thereof, and
shall furnish such additional bond or security as University shall reasonably require to protect the
Leased Land froql the effect of such lien. The satisfaction and discharge of any such lien shall
not, in any case, be delayed to the date execution is had upon any judgment rendered thereon.
Section 13.5 Relationship to Article XVI. Notwithstanding anything in this
Article XIII to the contrary, the provisions of this Article shall be subject to University's
express agreements set forth in Article XVI below.
Section 13.6 Survival. The respective obligations and liabilities of Lessee and of
University pursuant to the provisions of this Article XIII shall survive the expiration or earlier
termination of this Lease.
ARTICLE XIV
HOLDING OVER, SURRENDER,
OWNERSHIP OF PROJECT
Section 14.1 Holding Over. No holding over after the termination or expiration of this
Lease shall be permitted. No holding over by Lessee after expiration or earlier termination shall
constitute a renewal or extension of this Lease, nor shall it give Lessee any rights in or to the
Leased Land, or any part thereof.
OHS West:260944874.1 -78-
Section 14.2 Surrender of Leased Land.
(a) Surrender of Lien-Free Title. Upon the expiration or earlier tennination
of this Lease, Lessee shall deliver possession of its interest in the Leased Land and every part
thereof to University free and clear of all liens and encumbrances other than (i) those existing at
the Effective Date, (ii) those created by University, and (iii) those liens and encumbrances
approved in writing by University with the express agreement of University that such may
survive the expiration or earlier tennination ofthis Lease. This obligation includes the
obligation to discharge all liens and encumbrances which may exist upon early termination of
this Lease and which may survive such termination.
(b) Surrender Condition, Demolition. Upon the expiration or earlier
termination of this Lease, Lessee shall surrender the Leased Land to University free of Lessee's
personal property and all debris or waste placed on, about or near the Leased Land by any Lessee
Parties and/or any Occupant (other than University), and in a condition which complies with all
Applicable Laws, Governmental Authorizations, OREA(s) and the Entitlements Documents
related to Hazardous whose presence on the Leased Land and/or any real property
adjacent to the Leased Land and/or the Access Areas constitutes a breach of Lessee's obligations
under Section 4.4 of this Lease, including, without limitation, the obtaining of any closure
penn its or other governmental permits or approvals related to any such Hazardous Substances in,
on or about the Leased Land Area or the Access Areas. Without limiting the foregoing, upon the
expiration or earlier termination ofthis Lease, (i) Lessee shall leave the Project in place,
provided, that upon the election of University, to be exercised in University's sole and absolute
discretion, any portion ofthe Project shall be Demolished, and (ii) if University provides Lessee
with Notice of University's intent to require Lessee to Demolish any of the Buildings upon the
expiration of the Term, then commencing upon the sixtieth (60
th
) anniversary ofthe Construction
Commencement and continuing thereafter on each of the next four (4) subsequent anniversaries
of the Construction Commencement, respectively, Lessee shall deposit into a cash account
(herein, the "Demolition Reserve Account") an amount equal to twenty percent (20%) ofthe
Anticipated Demolition Costs. As used herein, the tenn "Anticipated Demolition Costs" shall
mean an amount equal to one hundred ten percent (110%) of the estimated costs to complete
Demolition of those improvements which University notifies Lessee that University intends to
require Lessee to Demolish, as measured by the average ofthree bona fide third party bids for
completion of such Demolition. Lessee shall pledge and assign the Demolition Reserve
Account, together with all funds at any time on deposit therein and all interest and other earnings
thereon, to University and grant University a security interest therein as security for payment and
performance of all of Lessee's obligations with respect to Demolition of the Project. In
connection with the foregoing, Lessee shall execute a customary security agreement evidencing
the security interest provided to University in the Demolition Reserve Account and shall enter
into a customary account control agreement with University and the depositary bank holding the
Demolition Reserve Account evidencing the University's security interest in the Demolition
Reserve Account and c()nfinning that withdrawals from such account shall require the joint
signature of University and Lessee, unless otherwise agreed by University in the exercise of
University's sole and absolute discretion.
Section 14.3 Abandoned Property. If any personal property of Lessee is not removed
upon the expiration or earlier tennination of this Lease, University may, at University's election,
OHS West:260944874.1 -79-
use the personal property without compensation and without liability for use or damage until
Lessee's removal of such Equipment, or University may store such Equipment for the account
and at the cost of Lessee. The election of one remedy for anyone item shall not foreclose an
election of any other remedy for another item or for the same item at a later date. Without
limiting the foregoing, all property that Lessee abandons shall, at University's election, become
University's property upon termination of this Lease.
Section 14.4 Relocation. Lessee waives any and all claims for relocation benefits
asserted pursuant to Applicable Laws and/or University Regulations, including, without
limitation, California Government Code Section 7260 (et. Seq.) and/or implementing regulations.
Without limiting the generality of the foregoing, Lessee hereby waives, and shall execute such
documents as shall be reasonably required to evidence such waiver, of all rights and benefits to
any relocation benefit or assistance arising in connection with' (a) any termination of this Lease
by reason of a Lessee Default hereunder; or (b) expiration of this Lease upon the Term
Expiration Date.
Section 14.5 Survival. Lessee's obligations and liabilities pursuant to the provisions of
this Article XIV shall survive the expiration or earlier termination of this Lease.
ARTICLE XV
DEFAULT
Section 15.1 Default by Lessee. The occurrence of any of the following shall, at
University's election, constitute a material default and breach ofthis Lease ("Lessee Default"):
(a) Lessee's failure to pay to University any amount due and payable
hereunder within thirty (30) days after Notice that such amount is past due, with a copy of such
Notice delivered to Leasehold Mortgagee in the manner provided in Section 16.4 below;
provided, however, that (x) following any such failure by Lessee, University shall provide
Lessee with a second Notice that such amount is past due following the expiration of such thirty
(30) day period, with a copy of such second Notice delivered to Leasehold Mortgagee in the
manner provided in Section 16.4 below, and shall not declare a Lessee Default or attempt to
exercise the remedies available to University in the event of a Lessee Default, as set forth in
Section 15.3, unless Lessee fails to pay to University any such amount which is due and payable
hereunder within thirty (30) days after such second Notice that such amount is past due, and
(y) if Lessee shall fail to pay to University any amount payable hereunder within ten (10)
Business Days after the first Notice that such amount is past due, then in addition to the
obligation to pay such amount due and any other remedy available to University hereunder,
Lessee shall pay to University a late charge in the amount of two percent (2%) of the subject
amount due;
(b) A failure by Lessee to observe and perform any other provision of this
Lease to be observed or performed by Lessee, when such failure continues for (i) twenty-four
(24) hours after Notice from University to Lessee, with a copy of such Notice delivered to
Leasehold Mortgagee in the manner provided in Section 16.4 below, if such failure creates an
imminent risk of bodily harm or significant property damage, or (ii) thirty (30) days after Notice
thereof by University to Lessee, with a copy of such Notice delivered to Leasehold Mortgagee in
OHS West:260944874.1 -80-
the manner provided in Section 16.4 below; provided, however, that if the nature of such default
is such that the same cannot reasonably be cured within such 24-hour or 30-day period, as
applicable, Lessee shall not be.deemed to be in default if Lessee shall, within such 24-hour or
30-day period, as applicable, commence such cure and thereafter shall diligently prosecute the
same to completion;
(c) Until Completion ofthe Project, the failure of Lessee and Guarantor to
collectively maintain a combined aggregate Tangible Net Worth which meets or exceeds the
Required TNW Amount;
(d) The making by Lessee or Gllarantor or any of the Joint Financing
Guarantors of any general assignment for the benefit of creditors, or the filing of a petition to
have Lessee or Guarantor or any ofthe Joint Financing Guarantors adjudicated a bankrupt, or the
filing of a petition for reorganization or arrangement with respect to either Lessee or Guarantor
or any of the Joint Financing Guarantors under any law relating to bankruptcy unless in the case
of a petition filed against either Lessee or Guarantor or any of the Joint Financing Guarantors,
the same is dismissed within sixty (60) days; or the appointment of a trustee or receiver to take
possession of substantially all of Lessee's assets located on the Leased Land or ofthe Lessee's
Interest, when possession is not restored to Lessee within sixty (60) days; or the appointment of a
trustee or receiver to take possession of a material portion of Guarantor's assets or a material
portion ofthe assets of any of the Joint Financing Guarantors, when possession is not restored to
Guarantor or such Joint Financing Guarantor, as applicable, within sixty (60) days; or the
attachment, execution or other judicial seizure of substantially all of Lessee's assets located on
the Leased Land or of the Lessee's Interest, when such seizure is not discharged within sixty (60)
days; or the attachment, execution or other judicial seizure of substantially all of Guarantor's
assets or substantially all of the assets of any of the Joint Financing Guarantors, when such
seizure is not discharged within sixty (60) days. Notwithstanding the foregoing, (i) all references
to the Guaranty or Guarantor with respect to this Section 15.1 shall be deemed expunged upon
the termination of Guarantor's under the Guaranty, (ii) in connection with any
Released Lease (as defined in Section 1 ofthe Joint Financing Guaranty), upon the release of the
Joint Financing Guarantor who is the lessee under such Released Lease from the Obligations (as
defined in Section 1 of the Joint Financing Guaranty and as such release is permitted under said
Section 1), the Released Lease shall no longer be covered by the Joint Financing Guaranty, the
lessee under such Released Lease shall no longer be a Joint Financing Guarantor and all
references to the Joint Financing Guarantors with respect to this Section 15.1 shall be read
without reference to such lessee; and (iii) all references to the Joint Financing Guaranty or the
Joint Financing Guarantors with respect to this Section 15.1 shall be deemed inoperable upon the
termination of obligations of the Joint Financing Guarantors under the Joint Financing Guaranty,
but shall thereafter be reinstated upon the execution of a new Joint Financing Guaranty in
connection with any future Joint Financing;
(e) A failure by Lessee (in Lessee's capacity as a Joint Financing Guarantor)
to observe and perform any provision of the Joint Financing Guaranty to be observed or
performed by Lessee (in Lessee's capacity as a Joint Financing Guarantor), when such failure
continues beyond any applicable time for performance set forth within the Joint Financing
Guaranty;
OHS West:260944874.1 -81-
(t) A failure by Lessee to immediately stop all work upon receipt of a Stop
Work Notice delivered by University in accordance with Section 5.13 of this Lease, or following
receipt of any such Stop Work Notice, Lessee's commencement of any work on the Project prior
to receipt of a Recommencement Of Work Notice delivered by University in accordance with
Section 5.13 of this Lease.
Section 15.2 Default by University. The occurrence of any ofthe following shall, at
Lessee's election, constitute a material default and breach of this Lease by University
("University Default"):
(a) University's failure to pay to Lessee any amount due and payable
hereunder within thirty (30) days after Notice that such amount is past due; provided, however,
that (x) following any such failure by University, Lessee shall provide University with a second
Notice that such amount is past due following the expiration of such thirty (30) day period and
shall not declare a University Default or attempt to exercise the remedies available to Lessee in
the event of a University Default as set forth in Section 15.3 unless University fails to pay to
Lessee any such amount which is due and payable hereunder within thirty (30) days after such
second Notice that such amount is past due, and (y) if University shall fail to pay to Lessee any
amount payable hereunder within ten (10) Business Days after Notice that such amount is past
due, then in addition to the obligation to pay such amount due and any other remedy available to
Lessee hereunder, University shall pay to Lessee a late charge in the amount of two percent (2%)
of the subject amount due
(b) The University Infrastructure Completion Date fails to occur on or before
the University Infrastructure Required Completion Date, as such University Infrastructure
Completion Date may be extended due to "Force Majeure" (as defined within and determined
pursuant to the Master Lease) or as otherwise provided in Section 5.1 above or in the Master
Lease; and
(c) A failure by University to observe and perform any other provision of this
Lease to be observed or performed by University, when such failure continues for (i) twenty-four
(24) hours after Notice from Lessee if such failure creates an imminent risk of bodily harm or
significant property damage, or (ii) thirty (30) days after Notice thereof by Lessee to University;
provided, however, that if the nature of such default is such that the same cannot reasonably be
cured within such 24-hour or 30-day period, as applicable, University shall not be deemed to be
in default if University shall, within such 24-hour Or 30-day period, as applicable, commence
such cure and thereafter shall diligently prosecute the same to completion.
Section 15.3 Remedies of University. Subject to the provisions ofthis Lease regarding
rights of Leasehold Mortgagees, if a Lessee Default occurs then University may resort,
cumulatively or in the alternative to the following remedies as well as to anyone or more other
remedies provided by law or equity. University's remedies shall be subject to the requirements
of Applicable Laws, including, without limitation, California Civil Code sections 1951 through
1952.2, inclusive, and California Code of Civil Procedure section 1159, et al. relating to actions
for unlawful detainer, forcible entry and forcible detainer.
OHS West:260944874.1 -82-
(a) Termination. University may, at University's election, exercisable in its
sole and absolute discretion, and subject to Applicable Laws, terminate this Lease by giving
Lessee Notice of such termination, with a copy of such Notice delivered to Leasehold Mortgagee
in the manner provided in Section 16.4 below. On the giving of such a Notice of termination,
and subject to Applicable Laws, all Lessee's rights in the Leased Land, and every part thereof,
shall terminate. University shall not be deemed to have terminated this Lease unless University
shall have so declared in writing to Lessee, nor shall University be deemed to have accepted or
consented to an abandonment by Lessee by performing acts intended to maintain or preserve the
Leased Land or any portions of the Project (including The Buildings), making efforts to relet the
Leased Land or appointing a receiver to protect University's interest under this Lease.
Immediately after Notice of termination, Lessee shall surrender and vacate the Leased Land and
all portions ofthe Project then constructed thereupon in the surrender condition required
pursuant to Section 14.2 above, including, without limitation, the Demolition of any Buildings
elected by University pursuant to said Section 14.2 above, (B) ifthe Project Financing
Documents remain an encumbrance upon Lessee's Interest on the date of such termination, then
Lessee shall cause Leasehold Mortgagee to immediately record a release of any security interest
Leasehold Mortgagee haslhad in Lessee's Interest, which release shall be accomplished through
the recording in the Official Records of the County ofa customary release document which has
been approved by University in the exercise of its reasonable discretion, and (C) University may
reenter and take possession of the Leased Land and all portions of the Project (other than any
Occupant in possession of either (i) a Student Bed pursuant to a valid Student Bed Sublease, or
(ii) office/retail space pursuant to a valid Commercial Sublease) and eject all parties in
possession or eject some and not others or eject none. Without limiting the foregoing but in
connection with any termination of this Lease, University shall have the right to obtain equitable
relief when such relief is otherwise appropriate, including, the relief provided by California Code
of Civil Procedure Sections 1159 et al., relating to actions for unlawful detainer, forcible entry
and forcible detainer. Any lawful reentry as provided for herein shall be allowed by Lessee
without hindrance, and University shall not be liable in damages or guilty of trespass because of
any such lawful reentry. In the event of any termination of this Lease pursuant to this Section
15.3(a), Lessee's right, title and interest in the Project (including Lessee's right, title and interest
in and to any Student Bed Sublease and any Commercial Sublease), the Development
Documents and the Development Agreements shall automatically and without additional
compensation to Lessee become the property and vest in University. Upon any termination of
this Lease, Lessee shall execute such documents as University may request to memorialize the
termination ofthis Lease and the transfer to University of all interests of Lessee in the Project
(including Lessee's right, title and interest in and to any Student Bed Sublease and any
Commercial Sublease), the Development Documents and the Development Agreements.
(b) Recovery of Damages. In addition to any other remedies University may
have, it may recover from Lessee all damages it may reasonably incur by reason of Lessee
Default, including without limitation, the cost of recovering the Leased Land, the cost of
completing construction ofthe Buildings and reasonable attorneys' fees and expenses and all
other amounts recoverable pursuant to Section 1951.2 ofthe California Civil Code; provided,
however, with the sole exception of any liability of Lessee for diminution in value of the Leased
Land, the Access Areas and/or any real property adjacent to the Leased Land and/or the Access
Areas arising pursuant to Section 4.4 above and/or item (c) of Section 13.1 above, Lessee shall
not be liable for damage or inconvenience to University's business or for any loss of income or
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profit therefrom, or for any consequential, indirect, incidental, special, punitive, or exemplary
damages, notwithstanding any Lessee Default. Without limiting the foregoing, upon such
termination, in addition to any other rights and remedies to which University may be entitled
under applicable law, University shall be entitled to recover from Lessee: (i) the worth at the
time of award of the unpaid Basic Rent and other amounts which had been earned at the time of
termination; (ii) the worth at the time of award of the amount by which the unpaid Basic Rent
which would have been earned after termination until the time of award exceeds the amount of
such Basic Rent loss that the Lessee proves could have been reasonably avoided; and (iii) any
other amount necessary to compensate University for all the detriment proximately caused by
Lessee's failure to perform its obligations under this Lease or which, in the ordinary course of
things, would be likely to result therefrom. The "worth at the time of award" of the amounts
referred to in clauses (i) and (ii) shall be computed with interest at ten percent (10%) per annum
or the highest lawful rate, whichever is the lower.
(c) No Waiver. University's election to perform any obligation of Lessee
following a Lessee Default shall not constitute a waiver of any right or remedy available to
University for such Lessee Default.
(d) Remedies are Cumulative. Each and all of the rights, powers, privileges,
options, or remedies given University by this Lease are cumulative and no One of them is
exclusive of the other or exclusive of any remedies provided by law, and the exercise of one
right, power, privilege, option, or remedy by University shall not impair University'S right to any
other.
Section 15.4 Remedies of Lessee. In the event of a University Default, Lessee may
resort, cumulatively or in the alternative, to the following remedies as well as to anyone or more
other remedies provided by law or equity including termination of this Lease to the extent
permitted by law. Lessee's remedies shall be subject to the requirements of Applicable Laws.
(i) Recovery of Damages. In addition to any other remedies
Lessee may have, in the event of any University Default, Lessee may recover from University all
damages Lessee may reasonably incur by reason of such University Default, including without
limitation, (i) reasonable attorneys' fees and expenses, and (ii) all other amounts recoverable
pursuant to Applicable Law. Notwithstanding anything to the contrary herein, with the sole
exception of any liability of University for diminution in the property value of Lessee's Interest
arising pursuant to item (h) of Section 13.2, University shall not be liable for damage or
inconvenience to Lessee's business or for any loss of income or profit therefrom, or for any
consequential, indirect, incidental, special, punitive, or exemplary damages, under any
circumstances, including, without limitation, upon the occurrence of any University Default.
(ii) Remedies are Cumulative. Each and all of the rights,
powers, privileges, options, or remedies given Lessee by this Lease are cumulative and no one of
them is exclusive of the other Or exclusive of any remedies provided by law, and the exercise of
one right, power, privilege, option, or remedy by Lessee shall not impair Lessee's right to any
other.
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I
I I
Section 15.5 Failure of Lessee to Perform Required Acts. University shall have the
right but not the obligation to undertake any Work that Lessee is required to perform under this
Lease and that Lessee fails or refuses to perform in a timely and efficient manner, where
University reasonably determines such failure will constitute an emergency or threat to the safety
or security of the Leased Land or any portion of the Project. In addition, following the
Completion of any Building, in the event of a Lessee Default, University may at University's
option, without any obligation to do so, and without further Notice to Lessee, perform the terms,
provisions, covenants or conditions to be performed or complied with by Lessee which gave rise
to such Lessee Default and University shall not, by reason of so doing, be liable or responsible
for any loss or damage thereby sustained by Lessee or any Occupant, except to the extent arising
from University's negligence or willful misconduct. All costs incurred by University in
performing any such Work and/or performing any such terms, provisions, covenants or
conditions, shall be repaid by Lessee to University upon written demand, together with interest
computed from the date such costs and expenses are incurred by University and an
administration fee equal to fifteen percent (15%) of such costs and expenses. Nothing contained
in this Section 15.5 shall impair the rights of University with regard to defaults or remedies
under the remaining portion of this Article XV.
ARTICLE XVI
FINANCING
Section 16.1 Controlling Provisions. Lessee acknowledges that, in no event shall
University's fee title in the Leased Land or its reversionary or future interest in the Leased Land
be subject or subordinate to the lien of any loans, mortgages, deeds of trust, other leases, liens
and encumbrances that may hereafter be permitted to be placed by Lessee on Lessee's Interest.
Section 16.2 Financing. Unless Lessee has provided University with evidence,
reasonably satisfactory to University; that Lessee has funds which are immediately available to
Lessee for the purposes of funding the construction of the Project, Lessee shall, at its own cost
and expense, obtain all financing necessary for the completion of the Project and/or any
financing necessary or desirable for the operation ofthe Project following Completion of the
Project (collectively herein, the "Project Financing"); provided, however,
(i) with respect to (x) any construction loan, the original principal amount of all loans secured by
Lessee's Interest shall not exceed seventy-five percent (75%) of the budgeted cost for
completion of the Project which are to be funded from the proceeds of such loan (provided,
however, if the Project Financing is a Joint Financing obtained by the Joint Financing Guarantors
collectively as co-borrowers, then the "budgeted cost for completion of the Project" shall be
measured as the budgeted cost for completion of all ofthe Joint Financing Projects which are to
be funded from the proceeds of such loan as reflected within the construction budget presented to
the University in connection with review of the proposed Joint Financing), and (y) any loan
originated after Completion of the Project, including, any refinancing of any prior Project
Financing, (A) the original principal amount of all loans secured by Lessee's Interest shall not
exceed eighty percent (80%) of the then current fair market value of Lessee's Interest (provided,
however, if the Project Financing is a Joint Financing obtained by the Joint Financing Guarantors
collectively as co-borrowers, then (1) the preceding clause (x) shall apply with respect to any
Joint Financing obtained prior to the Completion of the Joint Financing Projects, and (2) with
OHS West:260944874.! -85-
respect to any Joint Financing obtained after Completion of the Joint Financing Projects, the
"current fair market value of Lessee's Interest" shall be computed for each of the respective Joint
Project Financing Guarantors in connection with the Joint Financing Projects which are to be
funded from the proceeds of the proposed Joint Financing), and (B) at the date of origination of
any such Project Financing, Lessee shall have a Debt Service Coverage Ratio of not less than
1.15:1 (provided, however, if the Project Financing is a Joint Financing obtained by the Joint
Financing Guarantors collectively as co-borrowers after the Completion of the Joint Financing
Projects, then the Joint Financing Debt Service Coverage Ratio shall be not less than 1.15: 1);
(ii) University shall have the right to (A) review and approve, in the exercise of its reasonable
discretion, (x) the identity of any proposed Leasehold Mortgagee, and (y) subject to the Rights of
Redaction set forth below, the terms of any note, deed oftrust, mortgage, security agreement or
other document to be entered into by Lessee in connection with any Project Financing which will
be secured by all or any portion of Lessee's Interest (such deed of trust, herein a "Deed of
Trust" and such documents collectively herein, the "Project Financing Documents") and any
modification to the terms and conditions of such Project Financing Documents that either (1) are
to be set forth in a recorded document, or (2) modify the provisions relating to (a) the availability
of casualty proceeds and/or the terms for release thereof for use in Restoration of the Project,
and/or (b) the availability of condemnation awards, or the terms for release thereof or the priority
of University'S interest in any portion thereof, and (B) without limitation to the University's
rights pursuant to the preceding item (A), in the case of any Joint Financing, to review the terms
for and documentation of the addition or removal of any Student Sub-Phase Lease and/or
co-borrower from the scope and coverage of the Project Financing Documents for the purpose of
confirming that such addition or removal would not result in a violation of the terms of the Joint
Financing Guaranty andlor the terms ofthis Lease (including, any of the requirements for Joint
Financing set forth in this Lease); and
(iii) it shall be a condition precedent to Lessee entering into any Joint Financing that (1) the Joint
Financing Guarantors satisfy the joint parent ownership requirements set forth in the last
sentence of Section 12.1 above, and (2) the respective Joint Financing Guarantors, each
contemporaneously with the execution of the Project Financing Documents, duly execute and
deliver to University the Joint Financing Guaranty in the form of Exhibit F attached hereto and
by this reference incorporated herein.
Notwithstanding the foregoing or anything to the contrary herein,
(AA) University shall not withhold its approval of any proposed Leasehold Mortgagee which
(I) has greater than Five Billion Dollars ($5,000,000,000.00) in assets, (II) has expertise in
construction lending or permanent lending, as applicable, for projects similar in type and size to
the Project, and (III) is either (w) a national or state chartered bank or savings and loan
association, (x) an insurance company which is licensed and authorized to do business in the
State of California, (y) an investment bank, or (z) a pension fund which is licensed and
authorized to do business in the State of California;
(BB) in connection with any loan originated after Completion of the Project, including, any
refinancing of any prior Project Financing, (I) University shall not withhold its approval of any
OHS West:260944874.1 -86-
proposed Leasehold Mortgagee that has a contractual arrangement with Freddie Mac, Fannie
Mae or a government lending agency (such as HUD or the Federal Home Loan Bank) related to
origination of loans such as the then subject proposed Project Financing, if the then subject
Project Financing being proposed to be offered by such proposed Leasehold Mortgagee would
comply with all of the loan origination underwriting requirements established by Freddie Mac,
Fannie Mae or a government lending agency (such as HUD or the Federal Home Loan Bank), as
applicable, for such proposed Leasehold Mortgagee and there is a reasonable expectation that the
proposed Project Financing is being originated for later assignment to Freddie Mac, Fannie Mae
or a government lending agency (such as HUD or the Federal Home Loan Bank), as applicable,
and (II) University's rights of approval specified in item (ii) above shall be limited to
(x) confirming that the Project Financing Documents do not contain terms which purport to grant
rights to the proposed Leasehold Mortgagee which exceed the rights granted to the Lessee within
this Lease (as the same are modified by the mortgagee protections expressly set forth in this
Article XVI) or otherwise violate the terms of this Lease, (y) confirming compliance with the
maximum loan to value test and the Debt Service Coverage Ratio (or Joint Financing Debt
Service Coverage Ratio, if applicable) requirements set forth in item (i)(y) above, and
(z) confirming that the proposed Leasehold Mortgagee meets the requirements of items (AA)
andlor (BB)(I) above, or is otherwise approved by University, in the exercise ofUniversity's
reasonable discretion; and
(cq so long as the aggregate outstanding principal indebtedness under any Joint Financing with
respect to the initial construction Joint Financing does not exceed the limitations set forth in
item (i) (x) above, the Leasehold Mortgagee with respect to such initial construction Joint
Financing may (without any requirement to obtain the consent ofthe University) advance
additional loan proceeds beyond the initial loan amount stated within the applicable Project
Financing Documents to pay for actual costs of construction of the Joint Financing Projects'
which exceed the budgeted costs to complete the Joint Financing Projects.
In the event Lessee obtains a loan secured by all or any portion of Lessee's Interest, University
will execute all documents or instruments reasonably required by the Leasehold Mortgagee and
approved by University, provided that:
(a) University shall not be required to sign any Project Financing Documents,
including, without limitation, any Deed of Trust or note, or be required to sign any other
document or agreement obligating University to pay any portion of the Project Financing, or
otherwise become obligated thereunder;
(b) No lien, charge or encumbrance created by or arising under or in
connection with the Project Financing Documents shall constitute a lien or encumbrance upon
University's fee title in the Leased Land;
(c) Any lien in favor of the Leasehold Mortgagee on Lessee's Interest shall
expire on or before the date of expiration of the instrument which is the source of Lessee's
Interest;
(d) The Project Financing Documents impose no financial obligations on
University, contingent or otherwise;
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(e) The Project Financing Documents shall neither subordinate nor affect
University's right to convey, mortgage, encumber, or otherwise hypothecate in any way
University's fee title in the Leased Land;
(f) Except as otherwise provided herein, neither the Leasehold Mortgagee nor
anyone claiming by, through or under the Leasehold Mortgagee shall, by virtue of such claim,
acquire any greater rights than Lessee then had under this Lease;
(g) The Project Financing Documents shall be subject to all conditions,
covenants and restrictions of this Lease and to all rights of University hereunder;
(h) The Project Financing Documents shall provide (i) that not less than
thirty (30) days before the Leasehold Mortgagee's consummation ofa foreclosure on Lessee's
Interest or completion of any negotiations to accept a transfer in lieu of such foreclosure, the
Leasehold Mortgagee shall notify University in writing that such proceedings or negotiations
have been or are to be commenced, and University shall have the right, but not the obligation,
prior to the consummation of any such foreclosure or acceptance of any transfer in lieu thereofto
purchase the Project Financing Documents and the indebtedness which they evidence or secure
at a purchase price equal to the full amount then owing under the Project Financing Documents,
in accordance with their terms; (ii) the Leasehold Mortgagee's agreement to give University
notice of any default by Lessee under the Project Financing Documents which the Leasehold
Mortgagee gives to Lessee in writing, at the same time and in the same manner that such notice
is delivered to Lessee (and no such notice shall be valid with respect to University unless a copy
is so delivered to University); and (iii) the Leasehold Mortgagee's agreement to accept
performance of any o f L e s s e e ' ~ obligations from University; and
(i) All insurance proceeds arising from damage or destruction of the Project
shall be made available for restoration thereof, subject to Lessee's satisfaction of the terms and
conditions set forth in the Project Financing Documents relating to the use of such proceeds for
any such restoration, which provisions shall be subject to the reasonable approval of University.
Notwithstanding the foregoing, Lessee shall have the right (herein the "Right of Redaction") to
redact the following types of information from any of the Project Financing Documents which
will not be recorded in the Official Records of the County and University hereby agrees that
University shall not have the right to review and approve such redacted information:
(A) construction schedules, and (B) financial information regarding Lessee and/or the Project,
other than any financial information to be provided to University pursuant t6 either Section 3.2
or Section 6.1 above.
Section 16.3 Transfer. The consent of University shall not be required for (1) any
transfer of (i) Lessee's Interest to Leasehold Mortgagee or any other person or entity by
foreclosure, deed in lieu of foreclosure, court order or other transfer pursuant to the Project
Financing Documents, Or (ii) Leasehold Mortgagee's interest in this Lease and the Project, as a
successor to Lessee' s Interest to any Leasehold Mortgagee Affiliate, or (iii) so long as a
guarantor who, together with WVCP, has a Tangible Net Worth equal to or greater than the
Required TNW Amount, is prepared to execute a guaranty in the form of the Guaranty in
connection therewith, any assignment to WVCP pursuant to Section 10.2 above, or (II) any
OHS West:260944874.1
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syndication of, or transfer of participation interests in, the Project Financing. Except as provided
in the preceding sentence, no transfer of Leasehold Mortgagee's or Leasehold Mortgagee
Affiliate's estate under this Lease and in the Project as a successor to Lessee's Interest to any
other person or entity shall be effective until the following conditions have been satisfied: (x) the
transferee shall have given Notice to University in writing of such transfer, setting forth the name
and address of the transferee, the effective date of the transfer, and the express agreement of the
transferee to assume and agree to perform all ofthe obligations under this Lease required of
Lessee to be performed from and after the date of such transfer (including, without limitation, all
obligations with respect to item (y) of Section 4.4(b) and all obligations related to surrender of
the Leased Land as set forth in Section 14.2), together with a copy of the document by which
such assignment was made; and (y) University shall have approved any proposed transferee's
financial capability and development and operation experience in light of Lessee's obligations
under this Lease, which approval shall not be unreasonably withheld; provided, however, after
the Leasehold Mortgagee or a Leasehold Mortgagee Affiliate has acquired the Project (either
through foreclosure or a deed in lieu of foreclosure), the University will not withhold, condition
or delay, approval of a proposed transferee or sublessee requested by Leasehold Mortgagee (or
such Leasehold Mortgagee Affiliate), where:
(A) the principal who is the controlling principal of such proposed transferee or
sublessee:
(i) has at least seven (7) years of experience in the operation, management and
marketing of at least two (2) apartment projects of similar size and quality to the
Project (provided, however, that this item (A) (i) may be satisfied by such
proposed transferee or sublessee providing University with documentation
evidencing that such proposed transferee or sublessee has retained an
operator/manager who has at least seven (7) years of experience in the operation,
management and marketing of at least two (2) apartment projects of similar size .
and quality to the Project and who also (independently of, and without limiting,
the obligations of such proposed transferee or sublessee) meets the requirements
of item (A)(iii) below and items (B)(i), (B)(iii), (B)(iv), (B)(v) and (B)(vi) below,
substituting such operator/manager for the words transferee/sublessee in
evaluating compliance with such items for such purpose; provided, further
however, if the proposed transfer is to occur prior to Completion of the Project,
the proposed transferee or sublessee shall enter into an agreement with the
University evidencing the commitment of the proposed transferee or sublessee to
retain such a qualified operator/manager prior to the date of commencement of
leasing activities with respect to any Building comprising the Project and
evidencing that failure to retain such a qualified operator/manager shall be a
Lessee Default hereunder);
(ii) if such proposed transfer/sublease is to occur (x) prior to Completion of the
Project, such proposed transferee/sublessee together with the party(ies) who will
be guaranteeing the obligations of such transferee/sublessee have a combined
aggregate net worth at least equal to the Completion Net Worth, or (y) after
Completion of the Project, such transferee/sublessee has provided University
audited financial statements for the last three (3) years showing that such
OHS West:260944874.1 -89-
transferee/sublessee (or its direct or indirect parent company if such
transferee/sublessee is a newly-formed entity) has been profitable in at least two
(2) of the last three (3) years of operations (without consideration of the first year
of operation of any newly constructed project);
(iii) is free of repeated and significant unresolved complaints or repeated and
significant unresolved claims asserted by regulatory agencies and free of repeated
and significant unresolved complaints or repeated and significant unresolved
claims asserted by residents in either a civil action or a formal complaint to a
tenant union, tenant advocacy group, Student Affairs Department, a State or City
housing board, the Better Business Bureau or similar venue, and (iv) in the case of
a sublease, issubleasing the entire Project; and
(B) neither such proposed transferee/sublessee nor any of the direct or indirect
holders of any equity interest in such transferee/sublessee, nor any of the affiliates of
such proposed transferee/sublessee:
(i) have been a party to any repeated or significant unresolved complaints or
repeated and significant unresolved claims in any other contract between such
proposed transferee/sublessee and the University of California;
(ii) have been the party to any eviction (as the party being evicted) or breach of
contract action (as the party being sued for such breach of contract) with respect
to any contract or agreement involving annual payment obligations of greater than
One Hundred Thousand Dollars ($100,000.00) during the preceding seven (7)
years;
(iii) have been the subject of any civil or administrative judgments involving
fraud or dishonesty;
(iv) have any criminal convictions of any kind;
(v) have been the subject of any civil, administrative or criminal investigation
involving matters of moral turpitude which did not result in a dismissal with
prejudice of all such charges; and/or
(vi) a person with whom any lender is restricted from doing business under
regulations ofthe 'Office of Foreign Asset Control ("OFAC") ofthe Department
of the Treasury ofthe United States of America (including, those persons named
on OFAC's Specially Designated and Blocked Persons list) or under any statute,
executive order (including, the September 24,2001 Executive Order Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism), or other governmental action or is otherwise
engaged in any dealings or transactions or otherwise associated with any such
persons.
As used herein, the term "Completion Net Worth" shall mean the greater of (X) Twenty
Million Dollars ($20,000,000.00), and (Y) an amount equal to 150% of the remaining cost to
OHS West:260944874.1 -90-
complete the Project; provided, however, where the subject Project Financing constitutes a Joint
Financing, the amount set forth in this item (Y) shall be computed on the basis of 150% of the
remaining cost to complete all portions of the Master Project which any of the Joint Financing
Guarantors have any liability to complete (either as a lessee or guarantor of the obligations of
any such lessee).
Section 16.4 Notice to Leasehold Mortgagee. Concurrently with the execution of
Project Financing Documents for any loan secured by Lessee's Interest, Lessee or the Leasehold
Mortgagee shall furnish to University the name and address of the Leasehold Mortgagee.
University shall thereafter give Leasehold Mortgagee a duplicate copy of each Notice concerning
default or conditions relating to default which University may from time to time give Lessee
under the terms ofthis Lease at the time and in the manner that each such Notice is given to
Lessee. No Notice delivered pursuant to Section 15.1 shall be valid with respect to Lessee
unless a copy of such Notice is delivered to Leasehold Mortgagee as provided in this Section
16.4.
Section 16.5 Request for Notice of Defaults. Upon the recording of any Deed of Trust
constituting a Project Financing Document, Lessee shall, at Lessee's expense, cause to be
recorded in the Official Records, a written request, executed and acknowledged by University,
for a copy of all notices of ~ e f a u l t and all notices of sale under such Deed of Trust, as provided
by the laws of the State of California. Lessee shall include in the body of such recorded Deed of
Trust itself a request for notice having the effect described above.
Section 16.6 Leasehold Mortgagee's Cure Rights. Notwithstanding anything to the
contrary herein, the rights of Leasehold Mortgagee under this Article XVI shall be cumulative
and no failure to exercise the rights under this Section 16.6 shall prevent Leasehold Mortgagee
from exercising its rights under Section 16.7 below.
(a) After receipt by Lessee of a Notice of default under this Lease and the
expiration of any applicable period of cure given to Lessee under this Lease or such Notice
without Lessee's having cured the default so noticed, University shall deliver an additional
notice ("Lender's Notice") to the Leasehold Mortgagee specifying the default and stating that
Lessee's period of cure has expired without Lessee's having cured the noticed default.
Leasehold Mortgagee shall thereupon have the additional periods of time to cure any uncured
default, as set forth below, without payment of default charges, fees, late charges or interest that
might otherwise be payable by Lessee. University shall not terminate this Lease, or otherwise
exercise any of its other remedies under this Lease if:
(i) with respect to a default which can be cured by the payment of
money, within sixty (60) days following the Leasehold Mortgagee's receipt of Lender's Notice,
the Leasehold Mortgagee pays to University or causes University to be paid the amount of
money owed; provided, however, that so long as Leasehold Mortgagee initiates foreclosure or
other appropriate proceedings to obtain possession or control ofthe Leased Land within such
sixty (60) day period and thereafter diligently prosecutes such foreclosure or other appropriate
proceedings, then Leasehold Mortgagee shall be relieved from Leasehold Mortgagee Excluded
Obligations and University shall not exercise its rights to terminate this Lease due to Lessee's
OHS West:260944874.! -91-
failure to pay any amounts due to University with respect to such Leasehold Mortgagee
Excluded Obligations.
(ii) with respect to a default which cannot be cured by the payment
of money (except as prpvided in clause (iii) below), sixty (60) days after the Leasehold
Mortgagee's receipt of the Lender's Notice, the Leasehold Mortgagee (A) cures the default, or
(B) if the default reasonably requires more than sixty (60) days to cure, within such sixty (60)
day period commences to cure such default and diligently prosecutes the same to completion
within a reasonable time thereafter; or
(iii) with respect to a default that cannot be cured by payment or
without possession of the Leased Land or which is otherwise not susceptible to cure by
Leasehold Mortgagee (such as defaults of Lessee arising from a breach of any covenant relating
to (x) the Required TNW Amount, and/or (y) the bankruptcy or insolvency of either Lessee or
Guarantor), the Leasehold Mortgagee initiates foreclosure or other appropriate proceedings to
obtain possession or control of the Leased Land within sixty (60) days after receipt ofthe
Lender's Notice, cures all other defaults reasonably capable of cure, and complies with all other
covenants and conditions of this Lease reasonably capable of compliance by Leasehold
Mortgagee. Leasehold Mortgagee shall then have sixty (60) days following the later to occur of
(A) the date of execution and delivery of a "New Lease" (as defined below), or (B) the date on
which Leasehold Mortgagee or its designee is able to occupy the Leased Land following eviction
of or vacating by Lessee, to cure such default, except that, if any such default, by its nature, is
such that it cannot practicably be cured within such 60-day period, then Leasehold Mortgagee
shall have such time as shall be reasonably necessary to cure the default, so long as Leasehold
Mortgagee commences such cure within such 60-day period and thereafter diligently prosecutes
the cure to completion.
(b) University agrees to accept performance by the Leasehold Mortgagee of
all cures, conditions and covenants as though performed by Lessee, and agrees to permit the
Leasehold Mortgagee access to the Leased Land to take all such a9tions as may be necessary or
useful to perform any condition or covenants of the Lease or to cure any default of Lessee.
(c) Upon the Leasehold Mortgagee's acquisition of Lessee's Interest by
foreclosure or otherwise pursuant to its rights under the Project Financing Documents, or if a
receiver is appointed, this Lease shall continue in full force and effect and University shall treat
the Leasehold Mortgagee or its designated Leasehold Mortgagee Affiliate as tenant under this
Lease. If the Leasehold Mortgagee cures all defaults by Lessee (other than defaults constituting
Leasehold Mortgagee Excluded Obligations) and does not acquire this Lease, or if the Leasehold
Mortgagee takes any step to enforce its rights and thereafter Lessee cures such defaults (which
cure University shall be obligated to accept) and the Leasehold Mortgagee then terminates all
enforcement proceedings, then this Lease shall remain in full force and effect between University
and Lessee.
(d) So long as the Leasehold Mortgagee is prevented by any process or
injunction issued by any court or by any statutory stay, or by reason of any action by any court
having jurisdiction of any bankruptcy or insolvency proceeding involving Lessee, from
commencing or prosecuting foreclosure or other appropriate proceedings in the nature thereof,
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the Leasehold Mortgagee shall not be deemed for that reason to have failed to commence such
proceedings or to have failed to diligently prosecute such proceedings.
(e) The Leasehold Mortgagee shall not be required to cure any defaults of
Lessee under this Lease that are personal to Lessee and, consequently, are not susceptible of cure
by Leasehold Mortgagee.
(f) Notwithstanding anything to the contrary in this Article XVI, nothing in
this Article XVI shall waive or release Lessee and/or Guarantor from any obligations to
University with respect to the Leasehold Mortgagee Excluded Obligations and University may
maintain and prosecute, at any time, a breach of contract action against Lessee in connection
with, any amounts owed to University by Lessee with respect to any Leasehold Mortgagee
Excluded Obligations.
Section 16.7 New Lease. Except with respect to a termination of this Lease pursuant to
the provisions of Section 4.4(f) above, Article XI, Article XII or Article XVII, if (1) this Lease
is terminated prior to the end ofthe Term for any reason or otherwise expires by its terms at a
time when the financial obligations owed to Leasehold Mortgagee under the Project Financing
Documents have not been satisfied in full, or (2) Leasehold Mortgagee (or its nominee or other
purchaser at a foreclosure sale pursuant to item (I)(i) of Section 16.3 above),acquires Lessee's
Interest through foreclosure, deed in lieu of foreclosure, court order or other transfer pursuant to
the Project Financing Documents at a time when this Lease has not previously been terminated
in accordance with the terms hereof, then University shall enter into a new Lease (the "New
Lease") with the Leasehold Mortgagee or the Leasehold Mortgagee's nominee covering the
Leased Land, provided that the Leasehold Mortgagee (i) requests such New Lease by written
notice to University within sixty (60) days after either delivery of written notice by University to
the Leasehold Mortgagee of termination or expiration of this Lease, or the date of acquisition of
Lessee's Interest by Leasehold Mortgagee as provided in item (2) above, as applicable, and
(ii) cures, within thirty (30) days following University granting such New Lease to Leasehold
Mortgagee, all prior defaults of Lessee that can be cured by the payment of money or that are
reasonably capable of being cured by the Leasehold Mortgagee (other than defaults constituting
Leasehold Mortgagee Excluded Obligations); provided, however, that if any prior default (other
than those that can be cured by the payment of money) is not capable of being cured within such
30-day period, Leasehold Mortgagee or its nominee shall have a reasonable period oftime
following University granting such New Lease to cure such default provided that Leasehold
Mortgagee or its nominee commences cure of such default within such 30-day period and
thereafter diligently prosecutes such cure to completion; provided, further, however, that
University hereby acknowledges and agrees that, for the purpose ofthe requirements of this
sentence, defaults of Lessee arising from a breach of any covenant relating to (x) the Required
TNW Amount, and/or (y) the bankruptcy or insolvency of either Lessee or Guarantor, shall
constitute defaults of Lessee which are not reasonably capable of being cured by Leasehold
Mortgagee. The New Lease shall be effective at the date of such termination of this Lease and
shall include only the covenants, agreements, conditions, provisions, restrictions and limitations
contained in this Lease; provided, however, that the terms of such New Lease shall provide that
the provisions of clause (y) of item (i) of the definition of "Force Majeure" shall no longer apply.
Concurrently with entering into any New Lease, University shall, by suitable conveyance,
transfer to the Leasehold Mortgagee or its nominee title to all improvements on the Leased Land,
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if any, which are encumbered by the lien of the Project Financing Documents and become vested
in University as a direct result of University's termination of this Lease, as opposed to those
portions of the Project for which title has vested in University (and for which Leasehold
Mortgagee was to have released its lien) pursuant to the other terms of this Lease; provided,
however, that any such transfer by University to Leasehold Mortgagee shall be subject to
University's reversionary rights contained in this Lease. The Leasehold Mortgagee or any other
purchaserat a foreclosure sale Or other conveyance pursuant to rights under the Project
Financing Documents (or the Leasehold Mortgagee or its nominee if one of them enters into a
New Lease with University) shall succeed to all the interest of Lessee in any amounts paid by
Lessee to University under this Lease.
Section 16.8 Merger. So long as the Leasehold Mortgagee holds a Deed of Trust
encumbering Lessee's Interest, the fee title to the Leased Land and the estate created by this
Lease, shall not merge unless the Leasehold Mortgagee expressly consents to the merger in
writing. This provision shall apply even if Lessee or University or any third party acquires both
the fee title and this Lease.
Section 16.9 No Modification, Etc. This Lease shall not, without the prior written
consent of the Leasehold Mortgagee, be modified, amended, surrendered or terminated, with the
exception of (i) termination at the expiration of the Term of this Lease' or pursuant to Section
15.3 above (but subject to the Leasehold Mortgagee's cure rights under this Article), (ii) a
termination pursuant to Article XI, (iii) a termination in connection with a purchase of the
Project by University pursuant to Article XII, or (iv) a termination by the University pursuant to
the termination rights available to the University under Section 17.4 below.
Section 16.10 Limitation on Leasehold Mortgagee Liability. The Leasehold
Mortgagee shall not be liable to perform Lessee's obligations under this Lease, unless and until
the Leasehold Mortgagee acquires this Lease or enters into a New Lease; provided, however, in
no event shall Leasehold Mortgagee be liable for, nor obligated to payor perform in order to
enjoy the rights and benefits of this Lease or any New Lease, any Leasehold Mortgagee
Excluded Obligations. The liability of the Leasehold Mortgagee acquiring this Lease shall be
limited to the Leasehold Mortgagee's interest in this Lease acquired by Leasehold Mortgagee.
The Leasehold Mortgagee shall not be liable for any such obligations under this Lease following
the assignment of its interest under this Lease to any transferee in compliance with the terms of
this Article XVI. An interest in a Deed of Trust securing any unpaid part of the purchase price
for this Lease and related interests shall not be considered retention of an interest in this Lease
for purposes of this Section 16.10.
Section 16.11 Conflict. In the event of any conflict between the provisions of this
Article XVI and the other provisions of this Lease, the provisions of this Article XVI shall
control.
Section 16.12 Leasehold Mortgagee Third Party Beneficiary. Leasehold Mortgagee
shall be an intended third party beneficiary of the terms of Section 7.3 and Articles X and XI
related to any cap on Lessee's obligations to make payments and/or Lessee's interest in awards,
proceeds and payments of casualty and condemnation and the allocation and use thereof.
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Leasehold Mortgagee shall also be an intended third party beneficiary ofthe terms ofthis
Article XVI.
ARTICLE XVII
ECONOMIC INFEASIBILITY
Section 17.1 Certain Hazardous Substances. In connection with the discovery of any
Hazardous Substance Condition with respect to the Leased Land which occurs prior to
Completion of the Project (any such Hazardous Substance Condition, herein a "Pre-Completion
Hazardous Condition"), Lessee shall cause the Environmental Consultant to prepare a
Hazardous Substance Response Report, as provided in Section 4.4(b) above. If (A) the
Hazardous Substance Response Report(s) with respect to such Pre-Completion Hazardous
Condition disclose(s) that the cost to complete the work described in the Environmental
Remediation Plan (including the cost of remediation of any Hazardous Substances which were
on or about the Leased Land on the Master Lease Effective Date where such remediation is
required by Applicable Law, Governmental Authorizations and/or the Entitlements Documents,
except to the extent such costs of remediation result from or arise out of an exacerbation of the
condition of such Hazardous Substances resulting from or arising out of the willful misconduct
or the negligent acts, errors or omissions of any WVCP Parties, Sub-Phase Lessee Parties (other
than Third Parties) and/or any Lessee Parties), will exceed Five Million Dollars ($5,000,000.00)
in the case of any single Hazardous Substance Response Report, or Ten Million Dollars
($10,000,000.00) cumulatively with respect to all such Hazardous Substance Response Reports,
(B) the subject Pre-Completion Hazardous Condition did not arise from or otherwise relate to the
use, storage, handling, release, emission, discharge, generation, abatement, disposal or
transportation of any Hazardous Substance on, in, under, near or emanating from the Leased
Land or any of the Access Areas by any of the WVCP Parties and/or any Lessee Parties, and
(C) the obligation for remediation of such Pre-Completion Hazardous Condition is not imposed
upon University pursuant to the terms of this Lease or upon any Sub-Phase Lessee pursuant to
the terms of a Sub-Phase Lease, then Lessee shall have the right, exercisable in Lessee's sole and
absolute discretion, to either (x) upon receipt of Leasehold Mortgagee's consent, if applicable
pursuant to Section 16.9, terminate this Lease without any compensation from University, or
(y) elect to permanently waive the right to terminate this Lease with respect to such
Pre-Completion Hazardous Condition provided in the preceding item (x) and to proceed with
development ofthe Project pursuant to the terms of this Lease without any compensation from
University with respect to such Pre-Completion Hazardous Condition. Within ninety (90) days
following Environmental Consultant's completion and delivery to University and Lessee of the
Hazardous Substance Response Report showing the Pre-Completion Hazardous Condition
referenced in item (A) of the preceding sentence, Lessee shall provide Notice to University of its
election pursuant to the preceding sentence; provided, however, if Lessee fails to provide Notice
to University of its election pursuant to the preceding sentence within such ninety (90) day
period, then Lessee shall be deemed to have elected to waive the right to terminate this Lease
with respect to such Hazardous Substance Condition as provided in item (y) ofthe preceding
sentence. If Lessee elects to, or is deemed to have elected to, proceed in accordance with
item (y) of this Section 17.1, then Lessee shall execute such reasonable documents as University
may reasonably request to memorialize the provisions of item (y) above, including, without
limitation, an acknowledgement that the waiver and release set forth in Section 2.4(d) above
extends to such Hazardous Substance Condition.
OHS West:260944874.! -95-
(a) If Lessee elects to terminate this Lease pursuant to the rights granted to
Lessee within this Article XVII, then on the Infeasibility Termination Date (1) Lessee shall
surrender and vacate the Leased Land and all portions of the Project in the surrender condition
required pursuant to Section 14.2 above, and (2) if the Project Financing Documents remain an
encumbrance upon Lessee's Interest on the Infeasibility Termination Date, then Lessee shall
cause Leasehold Mortgagee to immediately record a release of any security interest Leasehold
Mortgagee haslhad in Lessee's Interest, which release shall be accomplished through the
recording in the Official Records of the County of a customary release document which has been
approved by University in the exercise of its reasonable discretion. Upon satisfaction of the
preceding item (1), this Lease shall terminate and all of Lessee's rights in the Leased Land, and
every part thereof, and all of Lessee's rights in the Project, and every party thereof, shall
terminate and Lessee's right, title and interest in the Project (including Lessee's right, title and
interest in and to any Student Bed Sublease and any Commercial Sublease), the Development
Documents and the Development Agreements related to the Project shall automatically and
without additional compensation to Lessee become the property and vest in University. Upon
any termination of this Lease pursuant to this Section 17.1, Lessee shall execute such documents
as University may reasonably request to memorialize the termination of this Lease and the
transfer to University of all interests of Lessee in the Project (including Lessee's right, title and
interest in and to any Student Bed Sublease and any Commercial Sublease), the Development
Documents and the Development Agreements.
Section 17.2 Master Lease Termination Event. If (A) the Master Lease is terminated
pursuant to the provisions of Section 10.2, Section 17.1 or Section 17.2 thereof, and (B) as of
the date of such termination, Lessee has not entered into any Commercial Subleases and/or
Student Bed Subleases with respect to any portion of the Leased Land, then Lessee shall have the
right, exercisable in Lessee's sole and absolute discretion, to either (x) upon receipt of Leasehold
Mortgagee's consent, if applicable pursuant to Section 16.9, terminate this Lease, or (y) elect to
permanently waive the right to terminate this Lease with respect to such termination ofthe
Master Lease provided in the preceding item (x) and to proceed with development of the Project
pursuant to the terms of this Lease without any compensation from University with respect to
such termination of the Master Lease; provided, however, if Lessee fails to provide Notice to
University of its election within forty-five (45) days following receipt of Notice of a termination
of the Master Lease pursuant to the provisions of Section 17.1 or Section 17.2 thereof, then
Lessee shall be deemed to have elected to waive the right to terminate this Lease with respect to
such termination of the Master Lease as provided in item (y) above. If Lessee elects to, or is
deemed to have elected to, proceed in accordance with item (y) of this Section 17.2, then Lessee
shall execute such reasonable documents as University may reasonably request to memorialize
the provisions of item (y) above. If Lessee elects to terminate this Lease pursuant to the rights
granted within item (x) of this Section 17.2, then on the Infeasibility Termination Date
(1) Lessee shall surrender and vacate the Leased Land and all portions ofthe Project in the
surrender condition required pursuant to Section 14.2 above, (2) Lessee shall pay University the
Lessee Surrender Fee Payment (as defined below), and (3) ifthe Project Financing Documents
remain an encumbrance upon Lessee's Interest on the date Lessee delivers the Notice of
termination pursuant to the preceding sentence, then Lessee shall cause Leasehold Mortgagee to
immediately record a release of any security interest Leasehold Mortgagee haslhad in Lessee's
Interest, which release shall be accomplished through the recording in the Official Records of the
County of a customary release documerit which has been approved by University in the exercise
OHS West:260944874. J -96-
of its reasonable discretion. Upon satisfaction of the preceding items (1) and (2), this Lease shall
terminate and all of Lessee's rights in the Leased Land, and every part thereof, and all of
Lessee's rights in the Project, and every part thereof, shall terminate and Lessee's right, title and
interest in the Project, the Development Documents and the Development Agreements related to
the Project shall automatically and without additional compensation to Lessee become the
property and vest in University. Upon any termination of this Lease pursuant to this Section
17.2, Lessee shall execute such documents as University may reasonably request to memorialize
the termination of this Lease and the transfer to University of all interests of Lessee in the
Project, the Development Documents and the Development Agreements. As used herein, the
term "Lessee Surrender Fee Payment" shall mean an amount equal to any portion ofthe Net
Awards and Payments received by, or to be received by, Lessee pursuant to the provisions of
Article XI above.
Section 17.3 Reserved.
Section 17.4 Certain Increased Costs. Without representation or warranty hereunder,
University has informed Lessee that University has determined that (a) the Project does not
involve the use of "public funds" (as such term is defined in CLC Section 1720(b) and that the
Project is not a "public work" (as such term is defined in CLC Section 1720(a), and (b) the
Project shall be exempt from the wage requirements set forth in University policies, whether
adopted pursuant to the "internal University affairs" doctrine under Article IX, Section 9(a) of
the California Constitution or otherwise. In connection with the foregoing, University
acknowledges and agrees that the imposition of a requirement for payment of "prevailing wages"
(as such term is defined in and used pursuant to CLC Sections 1771 through 1775) with respect
to the development of any portion ofthe Project would create an economic hardship which
would cause the Project to become economically infeasible to develop as contemplated by this
Lease. Accordingly, in the event that the requirement for payment of any such "prevailing
wages" is imposed (whether pursuant to CLC Sections 1771 through 1775 or University policies)
with respect to development of any portion of the Project, then the parties shall have the
respective rights and obligations set forth in this Section 17.4. Notwithstanding the foregoing or
anything to the contrary herein, Lessee hereby acknowledges and agrees that (x) the payment of
any Lot Reimbursement Amounts (as defined below), and the determination of any such amount,
is a separate and distinct matter from the terms of this Lease, the development of the Project by
Lessee and the obligations of University hereunder, and (y) in no event shall the payment of any
Lot Reimbursement Amount be considered in connection with the matters which are the subject
of, or otherwise impose any liability or obligation upon University pursuant to, this Section 17.4,
irrespective of any matters taken into consideration between Lessee and WVCP in determining
any such Lot Reimbursement Amount. As used herein, the term "Lot Reimbursement
Amount" shall mean an amount equal to the assumption fees, premiums, compensation,
purchase amounts, or other payments or amounts paid to WVCP by Lessee in connection with
the creation ofthis Lease between the University and Lessee and the grant to Lessee ofthe
development rights contemplated pursuant to this Lease.
(a) At University's sole cost and expense, University may, by appropriate
legal proceedings brought in good faith and diligently prosecuted in its name, contest the validity
or applicability to the Project, or any part thereof, of any Applicable Laws and/or University
Regulations related to the imposition of "prevailing wages" (as such term is defined in and used
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pursuant to CLC Sections 1771 through 1775), including, without limitation, any such
imposition based in whole or in part upon University policies, whether adopted pursuant to the
"internal University affairs" doctrine under Article IX, Section 9(a) of the California
Constitution or otherwise; provided, however, that (x) Lessee shall, at University's cost and
expense, reasonably cooperate with University in connection with any such contest, and (y) to
the extent necessary or reasonably appropriate, Lessee shall, without cost or expense to Lessee,
join in any action with University and to the extent necessary permit such action to be
maintained in the names of both University and Lessee, provided, that any such action shall be
maintained without cost or expense to Lessee.
(b) Immediately upon receipt of any notice of action or proceeding alleging a
violation of Applicable Laws and/or University Regulations related to the payment of "prevailing
wages" as described within this Section 17.4, including, without limitation, any such violation
which is alleged to be based in whole or in part upon a violation of University policies, whether
adopted pursuant to the "internal University affairs" doctrine under Article IX, Section 9(a) of
the California Constitution or otherwise, and seeking to enforce the payment of "prevailing
wages", the recipient party, whether Lessee or University, shall give Notice to the other party of
such claims.
(c) Except where Lessee elects to proceed with development ofthe Project as
evidenced by delivery of a Notice of Waiver (as defined and in the manner set forth below),
irrespective of whether this Lease is terminated pursuant to this Section 17.4, University shall
have the obligations set forth in Section 13.2 above with respect to the increased costs of labor
actually incurred by Lessee as a result of the imposition of "prevailing wages", as described
within this Section 17.4, with respect to any portion of the Project. Without limiting the
foregoing, in the event that the requirement for payment of any such "prevailing wages" is
imposed (whether pursuant to eLC Sections 1771 through 1775 or University policies) with
respect to development of any portion of the Project, then University shall have the right,
exercisable in University'S sole and absolute discretion, to terminate this Lease upon Notice to
Lessee; provided, however, Lessee may elect, in the exercise of Lessee's sole and absolute
discretion, by written Notice delivered to University on or before the date which is ten (10)
Business Days following University'S delivery ofa Notice of termination pursuant to this
Section 17.4(c) (Lessee's Notice, herein the "Notice of Waiver"), to assume all costs which
arise out of or result from the imposition of "prevailing wages" with respect to the Project,
including, without limitation, (x) any fines and/or penalties incurred by any Lessee Indemnitee in
connection with any action or proceeding described within Section 17 .4(b), and (y) the increased
costs described within this Section 17 .4( c), in which case University shall no longer have the
right to terminate this Lease pursuant to this Section 17.4(c) and any prior Notice of termination
shall be thereafter deemed to be superseded and be null, void and of no force or effect. Lessee
hereby acknowledges and agrees that, upon Lessee's delivery of a Notice of Waiver, University
and the University Indemnitees shall be released from all obligations in connection with the
indemnity set forth in the last sentence of Section 13.2, including, without limitation, the
provisions of clauses (x), (y) and (z) of said Section 13.2.
Section 17.5 Historical Resource or Unique Archaeological Resource. If either a
unique archaeological resource or historical resource (herein, a "Unique Resource") is
discovered upon the Leased Land at any time during the term, then during performance of the
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Mitigation Measures Responsibilities the University shall make a determination (in the exercise
of the University's sole and absolute discretion) of the method for preservation of such Unique
Resource. Lessee and the University hereby acknowledge that if such Unique Resource will be
preserved in the place where such Unique Resource was discovered, Lessee may be prevented
from constructing a portion or portions of the Project intended to be located upon the Leased
Land as originally planned. In such event and as a result thereof, if the University determines
that the method for preservation of such Unique Resource will be to preserve such Unique
Resource in the place where it was discovered, then the UniversitY shall use commercially
reasonable efforts to identify real property adjacent to the Master Project Leased Land for use by
Lessee in connection with the construction of the Project which is intended to be substituted for
the portion of the Leased Land which is affected by the preservation of such Unique Resource.
Notwithstanding the foregoing or anything to the contrary herein, if University either identifies
any such substitute real property for portions of the Leased Land as provided in the preceding
sentence of this Section 17.5 or is unable to identify any such substitute real property, then
Lessee shall have the right, exercisable in Lessee's sole and absolute discretion, to terminate this
Lease upon receipt of Leasehold Mortgagee's consent, if applicable pursuant to Section 16.9,
which termination shall be effectuated by Notice to University delivered not more than sixty (60)
days following Lessee's receipt of any such Notice from University either identifying any such
substitute real property or stating University's inability, following commercially reasonable
efforts, to identify any such substitute real property. If Lessee fails to exercise such right of
termination within sixty (60) days following receipt of the University's Notice referenced in the
preceding sentence, then such right of termination shall be null, void and of no further force or
effect with respect to the substitution which is the subject of such Notice. Upon University's
determination that a Unique Resource will be preserved in the place where such Unique
Resource was discovered, if Lessee does not exercise the right to terminate this Lease as
provided above, (l) Lesse"e and University shall enter into an amendment to this Lease whereby
Lessee shall surrender and vacate the subject portion of the Leased Land in the surrender
condition required pursuant to Section 14.2 above, (2) to the extent substitute real property is
identified by the University, the identified substitute real property will be added to the Leased
Land, and (3) ifthe Project Financing Documents remain an encumbrance upon Lessee's Interest
at such time, then concurrently with the execution of such amendment Lessee shall cause
Leasehold Mortgagee to immediately record an agreement releasing any security interest
Leasehold Mortgagee haslhad in the subject portion of the Leased Land identified in item (1)
above and, if applicable, substituting the real property identified in item (2) above as security for
the Project Financing; provided, however, if the University is unable to provide substitute
property or ifthe substitute property to be provided is not substantially equivalent in land area
and accessibility to the Leased Land being surrendered, then the University and Lessee shall use
commercially reasonable efforts to reach a mutually acceptable agreement relating to the impact
upon this Lease of such substitution.
Section 17.6 Termination. If (i) University elects to terminate this Lease pursuant to
the rights granted to University within Section 17.4 and such termination is not otherwise
superseded as provided in Section 17.4(c), or (ii) Lessee elects to terminate this Lease pursuant
to the rights granted to Lessee within Section 17.5 above, then on the Infeasibility Termination
Date (1) Lessee shall surrender and vacate the Leased Land and all portions ofthe Project in the
surrender condition required pursuant to Section 14.2 above, (2) University shall pay Lessee an
amount equal to the Termination Fee Payment computed pursuant to the table set forth in
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Exhibit V attached hereto; provided, however, in no event shall Lessee and WVCP and/or any
Sub-Phase Lessee receive a payment for such termination or any similar termination with respect
to the Commercial Lots comprising the Leased Land, and (3) if the Project Financing Documents
remain an encumbrance upon Lessee's Interest on the Infeasibility Termination Date, then
concurrently with payment ofthe Termination Fee Payment, Lessee shall cause Leasehold
Mortgagee to immediately record a release of any security interest Leasehold Mortgagee haslhad
in Lessee's Interest, which release shall be accomplished through the recording in the Official
Records ofthe County of a customary release document which has been approved by University
in the exercise of its reasonable discretion; provided, further, however, University hereby agrees
for the sole benefit of Leasehold Mortgagee that, if the Infeasibility Termination Date occurs
after a Certificate of Occupancy has been issued for any of the Buildings, then so long as (X) the
subject Project Financing funded by such Leasehold Mortgagee complied with the provisions of
items (i) or (ii), respectively, of Section 16.2 above at the time such Project Financing was
entered into, and (Y) the University approved such Leasehold Mortgagee's statement of the Loan
Allocation at the time the subject Project Financing Documents were entered into, the
Termination Fee Payment with respect to each Building for which a Certificate of Occupancy
has been issued as of the Infeasibility Termination Date shall be a minimum of the Floor
Amount, rather than any lesser amount that may be computed with respect to such Building
pursuant to the table set forth in Exhibit V attached hereto. Upon satisfaction ofthe preceding
items (1) and (2), this Lease shall terminate and all of Lessee's rights in the Leased Land, and
every part thereof, and all of Lessee's rights in the Project, and every part thereof, shall terminate
and Lessee's right, title and interest in the Project (including Lessee's right, title and interest in
and to any Student Bed Sublease and any Commercial Sublease), the Development Documents
and the Development Agreements related to the Project shall automatically and without
additional compensation to Lessee become the property and vest in University. Upon any
termination ofthis Lease pursuant to this Section 17.4, Lessee shall execute such documents as
University may reasonably request to memorialize the termination of this Lease and the transfer
to University of all interests of Lessee in the Project (including Lessee's right, title and interest in
and to any Student Bed Sublease and any Commercial Sublease), the Development Documents
and the Development Agreements.
ARTICLE XVIII
QUIET ENJOYMENT
Without limiting any ofthe rights of University hereunder, including, without limitation,
the terms of Section 2.4 above and the remedies afforded to University in Section lS.3(a) above,
Lessee shall lawfully, peaceably and quietly hold, occupy and enjoy the Leased Land without
disturbance, interruption or hindrance by University, or any person or entity claiming by or
through University. University shall in no event be liable in damages or otherwise, nor shall
Lessee be released from any obligation hereunder (except to the limited extent of any abatement
of Basic Rent permitted pursuant to Section S.l(i) above), because ofthe interruption of any
service, or a termination, interruption or disturbance attributable to an event of Force Majeure.
Notwithstanding anything to the contrary herein, the University Indemnitees shall not be liable,
under any circumstances, for damage Or inconvenience to Lessee's business or for any loss of
income or profit therefrom, or for any consequential, indirect, incidental, special, punitive, or
exemplary damages, notwithstanding that any of the University Indemnitees have been informed
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of the possibility of such damages or is negligent or otherwise in breach of the terms of this
Lease.
ARTICLE XIX
EQUAL OPPORTUNITY
Section 19.1 Lessee's Obligations. Neither Lessee or Lessee's contractors, agents or
invitees shall discriminate against any person employed or seeking employment on the Leased
Land because of race, color, marital status, age, religion, sex, sexual orientation, handicap or
national origin. Lessee shall, by policy and action, ensure that, and Lessee shall use
commercially reasonable efforts to cause all other Lessee Parties to ensure that, all persons
employed by such parties or seeking employment from them on the Leased Land are treated
without regard to race, color, marital status, age, religion, sex, sexual orientation, handicap or
national origin. Such action shall include, but shall not be limited to, the following: hiring,
upgrading, transfer or demotion, testing or placement, recruitment or recruitment advertising,
layoff or termination, rates of payor other forms of compensation, overtime or shift assignments,
as well as selection for training, including apprenticeship. All contracts between Lessee and its
contractors, agents and invitees shall contain a provision obligating the parties thereto to comply
with the terms of this Section 19.1.
Section 19.2 University's Right and Remedies. In the event Lessee or Lessee's
contractors, agents or invitees fail to comply with the terms of Section 19.1 above and Lessee
fails to cure such failure within sixty (60) days following written notification by University,
University may bring judicial action against Lessee to compel compliance or to recover any
actual damages proximately caused by Lessee's noncompliance with the terms of this
Article XIX.
Section 20.1 Reserved.
ARTICLE XX
RESERVED
ARTICLE XXI
MISCELLANEOUS
Section 21.1 Notices. All notices, statutory notices, demands, statements or
communications (collectively, "Notices") given or required to be given by either party to the
other hereunder shall be in writing, and shall be (i) sent by United States certified or registered
mail, postage prepaid, return receipt requested, or (ii) sent by recognized overnight delivery
service (such as, but not limited to, Federal Express, DHL or UPS) with tracking capability, or
(iii) sent by facsimile transmission, so long as the facsimile machine of the sender produces a
written confirmation of such transmission and a copy of such notice, demand, statement or other
communications is deposited in the United States mail on the same day as it is sent by facsimile,
or (iv) delivered personally, in each case addressed as follows: (a) to Lessee at the appropriate
address set forth below, or to such other place as Lessee may from time to time designate in a
Notice to University; or (b) to University at the addresses set forth below, or to such other firm
or to such other place as University may from time to time designate in a Notice to Lessee.
OHS West:260944874.1 -101-
Any Notice will be deemed given (w) on the day three (3) Business Days following the date on
the date it was deposited in the United States Mail as provided in this Section 21.1, or (x) on the
Business Day following deposit with a recognized overnight delivery service (delivery charges
prepaid or billed to sender) for next Business Day delivery, or (y) on the same day, if sent by
facsimile transmission prior to 5 :00 p.m. in the time zone of the recipient, with a written
coilfirmation produced by the facsimile machine of the sender, and so long as a copy of such
notice, demand, statement or other communication is deposited with a recognized national
overnight delivery service with tracking capability on the same day, or (z) on the date personal
delivery is made, if given by personal delivery. Notices shall be sent to the following addresses,
or to such other address in the United States as University or Lessee may from time to time
designate by like Notice.
If to University:
with a copy to:
and to:
and to:
If to Lessee:
with a copy to:
OHS West:260944874.!
Real Estate Services
University of California, Davis
One Shields Avenue
Davis, California 95616-8678
Attention: Executive Director, Real Estate Services
Real Estate Services Group
The Regents of the University of California
1111 Franklin Street, 6th Floor
Oakland, .California 94607
Attn: Director, Real Estate Services
Office of the General Counsel
University of California
1111 Franklin Street, 8th Floor
Oakland, California 94607
Attention: James D. Agate, Esq.
Orrick, Herrington & Sutcliffe LLP
. The Orrick Building
405 Howard Street
San Francisco, California 94105
Attention: Stephan C. Wagner
WVCP Cluster 2, LLC
c/o CP West Village, LLC
1000 Sansome Street, Suite 180
San Francisco, CA 94111
Attention: Nolan Zail
Urban Villages, Inc.
1555 Blake Street, Suite 450
-102-
and to:
and also to:
Denver, Colorado 80202
Attention: Stina Johnson, Esq.
CP Investment Fund II, L.P.
1000 Sansome Street, Suite 180
San Francisco, CA 94111
Attention: Nolan Zail
Sheppard, Mullin, Richter & Hampton LLP
Four Embarcadero Center, 17th Floor
San Francisco, CA 94111
Attention: Robert Thompson, Esq.
University or Lessee shall provide notification of change of address by registered or certified
mail, return receipts requested. Any Notice of default sent to Lessee hereunder shall be
simultaneously sent to each Leasehold Mortgagee, provided that University has been given such
Notice as is required by Section 16.4, by registered or certified mail, return receipt requested, at
the address or addresses previously provided by Lessee.
Section 21.2 Brokerage Commissions. University and Lessee each represents and
warrants to the other that neither it nor its officers or agents nor anyone acting on its behalf has
dealt with any real estate broker in the negotiating or making of this Lease. Lessee shall be
responsible, at Lessee's sole cost and expense, for any brokerage commission or similar payment
or fee in connection with any Student Bed Sublease, any Commercial Sublease and/or any sale,
transfer or other encumbrance of Lessee's Interest.
Section 21.3 Nonmerger of Fee and Leasehold Estates. If under any circumstances
both University's and Lessee's estates in the Leased Land, or any portions thereof, become
vested in the same owner, this Lease nevertheless shall not be extinguished by application ofthe
doctrine of merger except at the express election of the owner and with the express written
consent ofthe beneficiary or beneficiaries under any Deed of Trust affecting the Leased Land
and Lessee's leasehold estate.
Section 21.4 Entry of Leased Land by University. In addition to the rights of
inspection granted to University pursuant to Section 4.4 and Section 5.9, representatives of
University may enter the Leased Land, including any portion of the Project, during normal
business hours for the purpose of inspection; provided, however, that in connection with any
such entry, the University representatives shall comply with the reasonable health, safety and
security requirements of Lessee and Lessee's Contractor. University shall give Lessee
forty-eight (48) hours prior verbal notice of such entry, except in the case of an emergency.
Notwithstanding the foregoing or anything to the contrary herein, Lessee acknowledges that
public health and safety personnel retained by University, including, without limitation, fire,
police and other life safety professionals, may enter the Leased Land at any time in the course of
performing their duties for the University, whether or not such persons are then currently on
"active duty" or "off duty" and no such access by such professionals shall constitute any
interference with or disruption of Lessee' s use, occupancy or enjoyment ofthe Leased Land or
OHS West:260944874.1
-103-
interference with or disruption of any of Lessee's rights under this Lease, nor otherwise entitle
Lessee to any compensation or damages.
Section 21.5 Force Majeure Delay. Notwithstanding any other provision of this Lease
to the contrary, if either party shall be delayed or prevented from completing the performance of
any act required by this Lease within the time frame required hereunder as a result of an event
constituting Force Majeure, then performance of such act shall be e x ~ u s e d for a period
equivalent to the period such Force Majeure continues to delay or prevent such performance;
provided, however, as a condition to claiming the benefit of any such additional time for
performance due to an event of Force Majeure, the party so delayed or prevented from
performance shall notify the other party of such event of Force Majeure within fifteen (15) days
of the delayed party's knowledge thereof and the nature of its impact upon such party's
performance and shall thereafter keep the other party regularly informed of the status of such
event of Force Majeure.
Section 21.6 Time of the Essence. Time limits in this Lease are to be strictly observed.
Time is of the essence in the performance of each and every obligation and covenant of the
parties thereon.
Section 21.7 Waiver. No waiver by either University or Lessee at any time of any of
the terms, conditions, or covenants of this Lease shall constitute a later waiver of the same or any
other term, condition, or covenant of this Lease, nor of the strict and prompt performance thereof
by such party. Except as expressly provided in this Lease, neither party's delay, failure, or
omission to exercise any right, power, privilege, option, or remedy arising from any default, shall
impair such right, power, privilege, option, or remedy which such party has nor be construed as
such party's waiver or relinquishment of any such right, power, privilege, option, or its
acquiescence to a default. Neither party shall be required to give Notice in order to restore or
revive either (i) time as of the essence hereof, or (ii) any other covenant or condition, after such
party has waived a default in one or more instances. No right, power, privilege, option, or
remedy of either party shall be construed as being exhausted or discharged by the exercise
thereof in one or more instances.
Section 21.8 Captions. The captions and section headings used herein are for
convenience only and are not a part of this Lease and do not in any way limit or amplify the
terms and provisions hereof.
Section 21.9 Governing Law. This Lease shall be interpreted in accordance with and
governed by the laws of the State of California. The language in all parts of this Lease shall be,
in all cases, construed according to its fair meaning and not strictly for or against University or
Lessee.
Section 21.10 Entire Agreement. This Lease together with the Exhibits hereto contain
all covenants, terms, provisions and agreements between University and Lessee relating in any
manner to the construction, rental, use, and occupancy of the Leased Land and other matters set
forth in this Lease. No prior agreement or understanding with respect to the same shall be valid
or of any force or effect, and no covenant, term, provision or agreement of this Lease can be
altered, changed, modified or added to, except in writing, signed by University and Lessee. No
OHS West:260944874.1 -104-
representation, inducement understanding, or anything of any nature whatsoever made, stated, or
represented on behalf of either party hereto, either orally or in writing, has induced either party to
enter into this Lease except as set forth in this Lease.
Section 21.11 Right to Request Injunction. In the event of any violation or threatened
violation by either party of any ofthe terms, covenants, and conditions herein contained, in
addition to the other remedies herein provided, each party shall have the right to petition for
injunctive relief against such violation or threatened violation in a court of competent
jurisdiction.
Section 21.12 Severability. If any clause, sentence or other portions of this Lease shall
become illegal, null or void for any reason, or shall be held by any court of competent
jurisdiction or be so, the remaining portions thereof shall remain in full force and effect.
Section 21.13 Interest Rate to be Paid. Whenever in this Lease interest is to be paid by
one party to the other on amounts due from the paying party to the other party, unless otherwise
provided in this Lease, the interest rate shall be the lesser of (i) five percent (5%) per year plus
the rate the Federal Reserve Bank of San Francisco charges on advances from time to time, or
(ii) the maximum rate permitted by Applicable Laws, until such sum is paid.
Section 21.14 Representations and Warranties by Lessee. As a material inducement
to University to enter into this Lease, Lessee represents and warrants the following:
(a) Power and Authority. That it is duly organized, validly existing and in
good standing under the laws of the State of its formation, and, is duly qualified to do business
and is in good standing in the State of California; that it has all necessary power and authority to
enter into this Lease and to carry out the transactions contemplated herein; and that the execution
and delivery hereof and the performance by Lessee of Lessee's obligations hereunder will not
violate or constitute a Lessee Default under the terms and provisions of any agreement, law or
court order to which Lessee is a party or by which Lessee is bound the remedy for which default
would have a material adverse effect on Lessee's ability to perform its hereunder.
(b) Authorization, Valid Obligations. That all actions required to be taken'
by or on behalf of Lessee to authorize it to execute, deliver and perform its obligations under this
Lease have been taken, and that this Lease is a valid and binding obligation of Lessee
enforceable in accordance with its terms, except as the same may be affected by bankruptcy,
insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting
the rights of contracting parties generally.
(c) Executing Parties. That the persons executing this Lease on behalf of
Lessee have full power and auth9rity to bind Lessee to the terms hereof.
(d) Power and AuthoritY of Guarantor. That Guarantor is duly organized,
validly existing and in good standing under the laws of the State of the Guarantor's formation
and, is duly qualified to do business and is in good standing in the State of California; that it has
all necessary power and authority to enter into the Guaranty and to carry out the transactions
contemplated therein; and that the execution and delivery of the Guaranty and the performance
by Guarantor of its obligations thereunder will not violate or constitute a Lessee Default under
OHS West:260944874.1 -105-
the terms and provisions of any agreement, law or court order to which Guarantor is a party or by
which Guarantor is bound the remedy for which default would have a material adverse effect on
Guarantor's ability to perform its obligations under the Guaranty.
(e) Authorization of Guarantor. Valid Obligations. That all actions
required to be taken by or on behalf of Guarantor to authorize it to execute, deliver and perform
its obligations under the Guaranty have been taken, and that the Guaranty is a valid and binding
obligation of Guarantor enforceable in accordance with its terms, except as the same may be
affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable
principles relating to or limiting the rights of contracting parties generally.
(t) Executing Parties of Guaranty. That the persons executing the Guaranty
on behalf of Guarantor have full power and authority to bind Guarantor to the terms of the
Guaranty.
Section 21.15 Representations and Warranties by University. As a material
inducement to Lessee to enter into this Lease, University represents and warrants the following:
(a) Power and Authority. That it is a California public corporation, duly
organized, validly existing and in good standing under the laws of the State of California; that it
has all necessary power and authority to enter into this Lease and to carry out the transactions
contemplated herein; and that the execution and delivery hereof and the performance by
University of University' s obligations hereunder will not violate or constitute a University
Default under the terms' and provisions of any agreement, law or court order to which University
is a party or by which University is bound the remedy for which default would have a material
adverse effect on University's ability to perform its obligations hereunder.
(b) Authorization. Valid Obligations. That all actions required to be taken
by or on behalf of University to authorize it to execute, deliver and perform its obligations under
this Lease have been taken, and that this Lease is a valid and binding obligation of University,
enforceable in accordance with its terms except as the same may be affected by bankruptcy,
insolvency, moratorium or similar laws, or ~ y legal or equitable principles relating to or limiting
the rights of contracting parties generally.
(c) Executing Parties. That the persons executing this Lease on behalf of
University have full power and authority to bind University to the terms hereo'f.
Section 21.16 Relationship of Parties. Nothing contained in this Lease or any of the
Exhibits attached hereto shall be deemed or construed by the parties or by any third person to
create the relationship of principal and agent, or of partnership or of joint venture, or of any
association between University and Lessee, and none of the provisions contained in this Lease or
any of the Exhibits attached hereto or any acts ofthe parties shall be deemed to create any
relationship other than lessor and lessee between University and Lessee, nor shall this Lease be
construed, except as expressly provided, to authorize either to act as agent for the other.
Section 21.17 Attorneys' Fees and Costs. In the event University or Lessee
commences any action at. law or equity against the other to enforce rights under this Lease, the
OHS West:260944874. 1 -106-
prevailing party shall recover from the other party reasonable attorneys' fees, charges and costs
(including the allocated cost of staff counsel of University).
Section 21.18 Survival of Covenants. All covenants which, by their terms, are not to be
performed before the expiration or earlier termination of this Lease shall survive the expiration
or earlier termination hereof.
Section 21.19 Binding Effect. The provisions of this Lease shall bind or benefit the
heirs, executors, administrators, successors and assigns of the original parties to this Lease.
. Section 21.20 Execution in Counterparts. This Lease may be executed in counterparts,
each of which shall constitute an original of such Lease, but all of which shall constitute one and
the same instrument.
Section 21.21 Memorandum of Lease. Concurrently with the execution of this Lease,
the parties shall execute and acknowledge a Memorandum of Lease substantially in the form
attached hereto as Exhibit Q, which memorandum shall be filed in the Official Records.
Section 21.22 Press Releases. University and Lessee shall use good faith efforts to
coordinate with each other, as much as is reasonably practicable, any press releases issued with
respect to the execution of this Lease, the Project, the future completion and opening of any of
the Buildings comprising the Project and any future joint projects and operations between
University and Lessee relating to the Master Project Leased Land and the use thereof, if any.
Any violation ofthis provision by either University or Lessee shall not constitute a default under
this Lease.

OHS West:260944874.1 -107-
EXHIBIT A-I
SUBDIVISION MAP
Amended Subdivision Map No. 4947 recorded May 14,2010, Book of Maps 2010, Pages
32 - 53 in the Official Records of the County Recorder of the County of Yolo, State of
California.
Cluster 2
EXHIBIT A-2
DESCRIPTION OF LEASED LAND AREA
Cluster 2
( (
HUTCHISON DRIVE
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Exhibit A-2
Page 1 of 1
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EXHIBIT A-3
DESCRIPTION OF LAND USES
CJ
- Village Square
- Community College
Ul
Mixed-Use
_ Student Housing
r:::::J For-sale Faculty/Staff Housing
CJ For-sale Market Rate Housing
Pre-School! Day Care
.. Parks and Open Space
Exhibit A-3
Page I of2
Cluster1
51 +56
Cluster2
52
Cluster3
53+54
o Cluster4 Mixed Use
ClusterS
57+58
lID Cluster 6 UR
EXHIBIT A-3
DESCRIPTION OF LAND USES
Cluster Diagram
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HUTCHISON DRIVE-:--
------ - --._- - . - - . ~ - - - - . -
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ExhibitA-3
Page 2 of2
EXHIBITB
PROPERTY MANAGEMENT STANDARDS
Lessee shall be responsible for overall management of the Project. Lessee shall perform its
obligations under this Section, or cause them to be performed, in a manner which demonstrates
managerial skill, knowledge, judgment and practice which is standard for the management of
Comparable Improvements (defined as residential multi-tenant facilities, public or private, in the
Davis area which are maintained in first class condition and serve similar resident populations).
Lessee acknowledges University's concern that because the Project is located on the University's
property, it must be operated, maintained and managed in first-class condition, habitability and
repair and otherwise in a clean, attractive, secure and safe order so that at all times during the
Lease Term the Project is reasonably attractive to University's students desiring residential
housing, without consideration of design, location and age, and that University, in agreeing to the
terms of this Lease, is relying on the expertise, experience and reputation of Lessee, to cause the
Project to be operated, maintained and managed in the aforementioned condition. Lessee shall
perform or cause to be performed, at its expense, property management services including those
which are customarily provided at Comparable Improvements ("Property Management
Services"). These services shall include, but not be limited to the following:
a. Exertion by Lessee of its commercially reasonable efforts to furnish the services of its
organization and to exercise the highest degree of professional competence in
managing the property;
b. Training of all on-site and off-site employees involved with the Project with respect
to the neighborhood, layout, location, character and operation of the Project as well as
University policies, procedures, and processes that impact the operation of the
Project;
c. Use of commercially reasonable efforts to lease, operate and maintain the Project
within the scope defined above;
d. Negotiation of all leases for the Project;
e. Collection of tenant rents and all charges from tenants within the Project and other
income from the Project, handling of all inquiries or requests of tenants and when
deemed necessary, dispossession of tenants from the Project;
f. Supervision of tenants moving in and out of the Project so that there is a minimum of
disturbance to the operation of the Project;
g. Compliance with all terms and conditions of the obligations of Lessee under any lease
or other agreement executed by Lessee which shall relate to any matters connected
with renting, operating or managing the Project unless prevented from so doing by
some act beyond Lessee's reasonable control;
ExhibitB
Page 10f3
h. Arrangement for an advertising and public relations program for the Project;
i. Supervision, hiring and discharge of all personnel employed at the Project as
employees of or under the exclusive control of Lessee or its agents, including use of
reasonable care in the selection of such employees. Lessee or its agents shall be
responsible for the actions and omissions of such personnel and be responsible for
complying with all employment laws applicable to its employees involved with the
Project. All labor and employees are employees of the Lessee or its agents and not of
University and the Lessee shall indemnify and hold harmless and, at University's
request, defend from and against any and all claims based on the allegation that such
labor and personnel were labor and personnel of University;
J. Arrangement of contracts for electricity, gas, water, steam, telephone, cleaning,
window cleaning, vermin extermination, elevator, boiler maintenance, building
maintenance, landscape maintenance, trash collection, electronic surveillance and any
other services as are customarily provided in Comparable Improvements or as Lessee
deems advisable, and for the purchase of all materials and supplies necessary to
maintain and operate the Project;
k. Arrangement for the provision of services and facilities of any maintenance
engineering department that Lessee or its affiliates may have in connection with the
operation of all mechanical installations;
1. Rendering of operating and financial statements, and in connection therewith,
maintenance of customary billing, collection and reporting systems and provision of
reports required by the Lease, the Project lender or governmental agencies;
m. Confer fully and freely with the University in regards to performance of Lessee's
responsibilities and update the University no less frequently than every three (3)
months as to the status of the facilities and the operations
n. Lessee shall at all times comply with Applicable Law. Lessee shall comply promptly
with any and all orders, notices, or requirements regarding the Project from any
federal, state, county or municipal authority, and will promptly and in no event, later
that forty-eight hours from the time of receipt, notify the University in writing of all
such orders, notices or requirements. Lessee assumes all costs and liability associated
with any negligent or willful acts or omissions made by Lessee which subjects, or
which has the effect of subjecting the Project to the jurisdiction of any governmental
agency, body, statute, ordinance, rule or regulation which the University would not
have otherwise been subject.
ExhibitB
Page 2 of3
In recognition of the fact that most Priority Residents of the Project are students, Lessee agrees
that it shall and shall cause its Property Manager, if any, to comply with the following:
1. Respect students and to treat students in a dignified and polite manner;
2. Create, foster and maintain a living environment within the Project that complements
the University's academic mission;
3. Be sensitive to and assist students in transitioning into campus life;
4. Refer students with extraordinary or special circumstances to the University's
housing department before taking other remedial actions against such students;
5. Provide a level of professionalism and dedication to serving University students equal
to that provided by University housing staff to its student tenants;
6. Implement a procedure for working together with the University to maintain the
highest level of consistency in processes, programs, and student life issues.
If Lessee should hire a Property Manager for the Project, (i) Lessee shall provide written notice
to University, and University shall have a period of 10 days to disapprove such Property
Manager provided that University's approval shall not be unreasonably withheld, and (ii) the
Property Management Services shall be included in a written property management agreement
between such Property Manager and Lessee, a copy of which shall be provided to University
upon execution thereof. Any Property Manager hired by Lessee shall be experienced in the
management and operation of projects similar to the Project. Lessee has ultimate hiring
authority for Property Manager(s). Lessee agrees to include a representative ofthe Student
Housing Office and to consider the recommendations of such representative in the process of
selecting such Property Manager(s). No such agreement with a Property Manager to provide the
services described in this section shall release Lessee from any obligation which Lessee has
under this Lease. Lessee shall supervise Property Manager in all matters coming within the
terms of this Section.
ExhibitB
Page 3 of3
EXHIBITC
ADDITIONAL MAINTENANCE AND REPAIR OBLIGATIONS
Maintenance Area shall be maintained in first class condition and otherwise in good, clean, attractive, sanitary
and safe order condition and repair comparable to other public or private facilities in the Davis area which are
maintained in first class condition and serve similar resident and/ or student populations. Maintenance and
repair obligations are for above grade Delivered Infrastructure, and not any below grade infrastructure.
o
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HUTCHISON DRIVE
Maintenance and Repair Obligations are the
responsibility of the Subphase Lessee for each
Student Housing Cluster except where noted.
~ Cluster 1 (S1 & S6)
Cluster 2 (S2)
Cluster 3 (S3 & S4)
D
Prior to execution of Cluster 3 Subphase Lease,
Cluster 2 will assume maintenance obligations.
D
D
D
Cluster 4 (Mixed Use)
Cluster 5 (S7 & S8)
Prior to execution of Cluster 5 Subphase Lease,
Cluster 4 will assume maintenance obligations.
Cluster 6 (UR) No maintenance obligations
Exhibit C
Page 1 of 1
I
j
Site Plan
approved
by DIG
~
:
LJo..
Exhibit D: West Village Permit Review Process
Site Infrastructure Improvement Plans
SWPPP has
been approved
by RWQCB
Pre-construction
environmental
mitigation has
been addressed
Master Rough
~ Grading Plan H Plans reviewed by: I
Grading
submitted to A&E 'A&E
Permit issued
Includes at least 50%
DD for stonn drainage
Pre-construction
environmental
mitigation has
been addressed
Plans reviewed by:
Site Infrastructure
Improvement Plans
---+-
Univ. D e ~ t s .
submitted to A&E
A&E Utilities
1-4
Site
Includes Landscape,
---+- ORMP Communications
Improvement
Civil, and Joint Trench
O&MI Grounds Disabilities
Permit issued
Plans EH&S Police
100% DD 65% CD Fire Marshal TAPS
~
Other Agencies
DSA
PG&E
~ Comments 1 T
issued I
- - - - --'" -
Initial submittal- Review and approve/ disapprove: up to 25 business days for CD
Resubmittal- Review and approve/ disapprove: up to 5 business days for CD
Review geotechnical
report for soil
compaction
Review surveyor
report for elevation
~
checks
I
Erosion Control
I
Utilities Installations
Utilities Cnxns
Irrigation
A&EI FM issue
~
Plant! Hardscape
---+
"Certificate of
Materials
Substantial
Univ. review of
Completion" with
Materials testing
Punch List
Other?
I
within 1 business day
Approve: If plans meet requirements, then Permit will be issued within 1 business day of final review.
(request must be submitted
before 3pm for
If work meets
requirements, then
Certificate will be issued
within 5 business days
of final inspection
Disapprove: If plans do not meet requirements, reasons for disapproval will be provided in writing.
next day inspection)
June 23, 2008 I 1 of 2
Exhibit 0: West Village Permit Review Process
Building Construction Plans
,
Inspections
(by A&E, FM andl
Plans for
H
Building Plans
f-+
Building Pads
r--
Plans reviewed by:
f----+
Foundalion University review of I
approved by
submitted to A&E
A&E Pennits issued Materials testing
DIG
Fire Marshal
(min 100% DD for
Buildings)
Pre-construction
environmental
mitigation has
been addressed
Building Plans
Bldg Construction
submitted to A&E
100% DO
Plans reviewed by:
Building Pennits
(Code Compliance)
Building Plans ---..
(Submittal Optional) issued
approved by ---.
Deets
---" 4
Model Complex
-+
Fire Department

DIG
90%CD
---.. Inspections
A&E Single Family
Architecture,
Fire Marshal Student Apts.
Structure, and
I
Mixed Use
Materials
Other Agencies
DSA
Civil
Electric
Plumbing
I Comments
Mechanical
issued
Fire
+
up to 20 business days for DO
Initial submittal- Review and approve/ disapprove: up to 25 business days for CD
Resubmittal - Review and approve/ disapprove: up to 5 business days for CD
Approve: If plans meet requirements, then Permit will be issued within 1 business day of final review.
Disapprove: If plans do not meet requirements, reasons for disapproval will be provided in writing.
University review of
Materials testi ng
_;n 1 bu.;n." day I
(request must be submitted
before 3pm for
next day inspection)
A&EI FM issue
"Certificate of
Occupancy
Subject to Conditions/
Punch List
If building meets
requirements, then
Certificate will be issued
within 5 business days
of final inspection
I
I
June 23, 2008 I 2 of 2
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
BUILDING PERMIT APPLICATION
Applicant to complete numbered spaces only,
JOB ADDRESS
1
LEGAL DESCR.
I LOT NO.
BLOCK SUB DIV.
2
OWNER MAIL ADDRESS ZIP PHONE
3
CONTRACTOR MAIL ADDRESS PHONE LICENSE NO.
4
ARCHITECT OR
DESIGNER
MAIL ADDRESS PHONE LICENSE NO.
5
ENGINEER MAIL ADDRESS PHONE LICENSE NO.
6
USE OF BUILDING
7
CLASS OF WORK: NEW REMOVE
8
DESCRIBE WORK:
9
SPECIAL CONDITIONS:
TYPE OF OCCUPANCY DIVISION
CONST. GROUP
SIZE OFBLOG. NO. OF MAX.
(TOTAL) SQ. FT. STORIES OCC.LOAD
USE FIRE SPRINKLERS
ZONE REQUIREO
YES NO
APPLICATION ACCEPTED BY
I PLANS CHECKED BY
APPROVED FOR NO. OF OFFSTREET PARKING SPACES:
SERVICE BY DWELLING UNITS COVERED UNCOVERED
SPECIAL REQUIRED RECEIVED NOT REQUIRED
APPROVALS
HEALTH DEPT.
FIRE DEPT.
SOIL REPORT
OTHER (SPECIFY)
SIGNTURE OF HOMEBUILDER OR AUTHORIZED AGENT (DATE)
WHEN PROPERLY VALIDATED (IN THIS SPACE), THIS IS YOUR PERMIT
PLAN CHECK VALIDATION PERMIT VALIDATION
INSPECTOR
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
ELECTRICAL PERMIT APPLICATION
Applicant to complete numbered spaces only.
JOB ADDRESS
lEGAL
ILOTNO. IBLOCK
SUBOIV.
1 OEseR.
OWNER MAIL ADDRESS ZI P PHONE
2
CONTRACTOR MAIL ADDRESS PHONE LICENSE NO.
3
ARCHITECT OR DeSIGNER MAIL ADDRESS PHONE LICENSE NO.
4
ENGINEER MAIL ADDRESS PHONE LICENSE NO.
5
use OF BUILOI NG
6
CLASS OF WORK;
7
DESCRIBe WORK;
8
PERMIT ITEMS
NO. EACH
SPECIAL CONDITIONS:
RECEPTACLE
TOTAL
LIGHT
OUTLETS
SWITCH
LIGHTING
TOTAL
FIXTURES
FIXTURES
APPUCATION AccePTeD I PlANS CHECKED BY
BY
RANGES CLO. DRYER WTR. HTR.
APPROVED FOR ISSUANce BY GARBAGE DISP. STA. COOK TOP
DISHWASHER CLOTHES WASHER
NOTICE
SPACE HTR. STA. APPL 1 HP MAX
THIS PERMIT BECOMES NULL AND VOID IF IM)RK OR CONSTRUCTION
MOTORS: HP
AUTHORIZED IS NOT COMMENCED INiTHIN 180 DAYS, OR IF
CONSTRUCTION OR VVORK IS SUSPENDED OR ABANDONED FOR A
PERIOD OF 180 DAYS ANY TIME AFTER VVORK IS COMMENCED.
I HEREBY CERTIFY THAT I HAVE READ AND EXAMINED THIS APPLICATION
AND KNOW SAME TO BE TRUE AND CORRECT. ALL PROVISIONSOF LAWS
AND ORDINANCES GOVERNING THIS Y\oORK WILL BE COMPLIED WTH NO. TRANS.
'NHETHER SPECIFIED HEREIN OR NOT. THE GRANTING OF A PERMIT
DOES NOT PRESUME TO GIVE AUTHORITY TO VIOLATE OR CANCEL THE SIGNS NO. LAMPS
PROVISIONS OF ANY OTHER STATE OR LOCAL LAW REGULATING
CONSTRUCTION OR THE PERFORMANCE OF CONSTRUCTION,
TEMP POWIER OPOLE o UNDGD.
SERVICE
O20OA
Signalure of Homebuilder or Authorized Agent (Dale) 0 NEW
2011000A
0
CHANGE
OVER l 000A
WHEN PROPERLY VALIDATED (IN THIS SPACE), THIS IS YOUR PERMIT
PLAN CHECK VALIDATION PLAN CHECK VALIDATION
INSPECTOR
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
MECHANICAL PERMIT APPLICATION
Applicant to complete numbered spaces only.
JOB ADDRESS
LEGAL
ILOTNO.
IBLOCK
SUBOIV.
1 DESCR.
OWNER MAIL ADDRESS ZIP PHONE
2
CONTRACTOR MAIL ADDRESS PHONE LICENSE NO.
3
ARCHITECT OR DESIGNER MAl L ADDRESS PHONE LICENSE NO.
4
ENGINEER MAIL ADDRESS PHONE LICENSE NO.
5
USE OF BUILDING
6
ClASS OF WORK:
7
DESCRIBE WORK:
8
TYPE OF FUEL: 0 OIL 0 NATURAL GAS 0 LPG
PERMIT ITEMS
SPECIAL CONDITIONS:
No. Type of Equipment
FORCED AIR SYSTEMS BTUIH M EA.
GRAVITY SYSTEMS BTU/H MEA.
APP. ACCEPTED BY
rlANS CHECKED BY
FLOOR FURNACES
WALL HEATERS
APPROVED FOR ISSUANCE BY
UNIT HEATERS
GAS FIRED A.C. UNITS BTUIH
NOnCE
AIR CONDITIONING UNITS HP EA.
THIS PERMIT BECOMES NULL AND VDID IF WORK OR
REFRIGERNATION UNITS HP EA.
CONSTRUCTIONAUTHORIZEDIS NOTCOMMENCEDIMTHIN 160
DAYS. OR IF CONSTRUCTION OR WORK IS SUSPENDED OR
BOILERS HP EA.
ABANOONEO FOR A PERIOD OF 160 DAYS ANY TIME AFTER
AIR HANDLING UNIT C.F.M.
WORK IS COMMENCED.
EVAPORATIVE COOLERS
I HEREBY CERTIFY THAT I HAVE READ AND EXAMINED THIS
APPLICATION AND KNOW SAME TO BE TRUE AND CORRECT. VENTILATION FAN
ALL PROVISIONS OF LAWS AND ORDINANCES GOVERNING THIS
RANGE HOOD
WORK IMLL BE COMPLIED WITH WHETHER SPECIFIED HEREIN
OR NOT. THE GRANTING OF A PERMIT OOES NOT PRESUME TO
INCINERATOR
GIVE AUTHORITYTO VIOLATE OR CANCEL THE PROVISIONS OF
IWf OTHER STATE OR LOCAL LAW REGULATING
CLOTHES CRYER
CONSTRUCTION OR THE PERFORMANCE OF CONSTRUCTION.
Signature of Homebuilder or Authorized Agent (Date)
WHEN PROPERLY VALIDATED (IN THIS SPACE), THIS IS YOUR PERMIT
PLAN CHECK VALIDATION PERMIT VALIDATION
INSPECTOR
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
PLUMBING PERMIT APPLICATION
Applicant to complete numbered spaces only.
JOBADORESS
LEGAl ILOT NO. IBLOCK
SUBDIV.
1 OESCR.
2
OWNER MAIL ADORESS ZIP PHONE
CONTRACTOR MAIL ADDRESS PHONE LICENSE NO.
3
ARCHITECT OR DESIGNER MAIL ADDRESS PHONE LICENSE NO.
4
ENGINEER MAIL ADDRESS PHONE LICENSE NO.
5
USE Of BUILOI NG
6
ClASS Of WORK;
7
DESCRIBE WORK:
8
No. Type of Fixture of item
SPECIAL CONDITIONS:
WATER CLOSET (TOILET)
BATHTUB
LAVATORY (WASH BASIN)
APPLICATION ACCEPTED BY IpLANS CHECKED BY SHOWER
KITCHEN SINK & DISPOSAL
APPROVED FOR ISSUANCE BY
DISHWASHER
LAUNDRY TRAY
NOTICE
CLOTHES WASHER
THIS PERMIT BECOMES NULL AND VOID IF WORK OR
URINAL
CONSTRUCTION AUTHORIZED IS NOT COMMENCED IMTHIN
DRINKING FOUNTAIN
160 DAYS. OR IF CONSTRUCTION OR WORK IS SUSPENDED
OR ABANDONED FOR A PERIOD OF 180 DAYS ANY TIME
FLOOR SINK OR DRAIN
AFTER WORK IS COMMENCED.
SLOP SINK
I HEREBY CERTIFY THAT I HAVE READ AND EXAMINED THIS
SEWER
APPLICATION AND KNOW SAME TO BE TRUE AND CORRECT.
ALL PROVISIONS OF LAWS AND ORDINANCES GOVERNING
CESSPOOL
THIS WORK IMLL BE COMPLIED IMTH WHETHER SPECIFIED
HEREIN OR NOT. THE GRANTING OF A PERMIT DOES NOT SEPTIC TANK AND PIT
PRESUME TO GIVE AUTHORITY TO VIOLATE OR CANCEL THE
PROVISIONS OF ANY OTHER STATE OR LOCAL LAW
WATER HEATER
REGULATING CONSTRUCTION OR THE PERFORMANCE OF
WASTE INTERCEPTOR
CONSTRUCTION.
WATER PIPING & TREATING EQUIPMENT
LAWN SPRINKLER SYSTEM
VACUUM BREAKERS
Signature of Homebuilder or Authorized Agent (Date)
GAS SYSTEMS: NUMBER OF OUTLETS
WHEN PROPERLY VALIDATED (IN THIS SPACE). THIS IS YOUR PERMIT
PLAN CHECK VALIDATION PERMIT VALIDATION
INSPECTOR
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
PERMIT CARD
DO NOT REMOVE
ADDRESS ________________ PERMIT# _________ _
PRIOR TO SIGNOFF
HAVE BEEN SIGNED AND CERTIFICATE OF OCCUPANCY ISSUEC
UC Davis
Construction Inspection Sign-off Card
Fire and Life Safety Approvals
NOTE: THIS PERMIT CARD AND ALL APPROVEDIUCDFD STAMPED PLANS SHALL BE KEPT ON JOB SITE IN INSPECTOR'S OFFICE AT ALL
TIMES. INSPECTIONS SHALL BE SCHEDULED BY PROJECT MANAGER OR PROJECT INSPECTOR.
PROJECT NAME: PLAN REVIEWER/INSPECTOR:
PROJECT NUMBER: DATE: PROJECT MANAGER:
REQUIREMENT FAIL PASS UCFD Oat. REQUIREMENT FAIL PASS
INIT.
APPROVED PLANS ON SITE RA TED CONSTRUCTION: {FINAL]
SITE DETAILS: {RNAL] SCREWS
FIRE LANESIACCESS LAYERS
'HYDRANTS: LOCATION. FLUSH. FLOWED, PAINTED.
HEAD OF WALL
NUMBERED. STREET VALVES OPENED
PENETRATIONS: SLEEVES. MATERIALS
FIRE SPRINK. UNDERGROUND: {RNAL] DAMPERS
PIPING; INDICATING VALVES EXITING: (FINAL]
THRUST BLOCKS; 200# HYDRO and FLUSH CORRIDOR CLEARANCE
FDC: LOCATION. FLUSH . PAINTED. 1.0. RECYCLE CONTAINERS
'NFPA 24 CERTIFICATION RECEIVED RATED DOORS, FRAMES
/
OVIHD FIRE SPRINK. SYS: IFINAL] HARDWARE. CLOSERS. CARD KEY
I
RISER EXIT SIGNAGEIT ACTILE SIGNAGE
PIPING & HANGERS VISUAL EMERGENCY ILLUMINATION
1\
...
E.Q. BRACING OCCUPANT LOAD SIGNAGE -c'"'" .A
200# HYDRO EVACUATION SIGNAGE
.....-'
PARTIAL SYS. 150# HYDRO STAIR VISUAL IDENTIFICATION
FINISHED CEILING VISUAL HANDRAILS, GUARDRAILS
AT FINAL: CALC PLATE, VALVE SIGNS,
HEAD BOX, NFPA 13 TEST CERT. FORM ..) '\ H OCCUPANCY REQUIREMENTS MET:
SPRAY BOOTHS
STANDPIPE: LOCATION & ROOF CONN. LABS
FIRE PUMP TEST

HAZARDOUS MATERIALS STORAGE
HOOD SYSTEMS: {RNAL]
R",
STORAGE
MANUAL PULL and LINK SIGNAGE
GAS OR ELECTRICAL SHUT OFF
\
USE
PIPING
\
MEDICAL GAS SYSTEMS: {RNAL]
CONNECTION TO ALARM SYSTEM PIPING VISUAL
CLASS Kl40BC EXTINGUISHER INSTALLED
PIPING PRESSURE TEST
FIRE ALARM SYSTEM: {RNAL] VALVES
ELECTRICAL INSPECTOR FINAL ACCEPTANCE ALARMS
NFPA 72 PRE TEST COMPLETED
SMOKE andlor HEAT DETECTORS FIRE EXTINGUISHERS
PULL STATIONS FIRE DOORNWNDOW/cURTAIN
REMOTE ANNUNCIATOR SMOKE DETECTORS OR LINKS
AUDIBLESNISUALS STAGES
DUCT DET. IDAMPERS IRESET SWITCHES FASRIC FLAMMASIUTY (TS117flS133)
ELEVATOR RECALL FURNISHINGS (TITLE 19 REQ.)
DOOR RELEASE EMERGENCY GENERATOR TEST
EXTERIOR BELL KNOX SOX FlNALED
WATERFLOW ALARM ADDRESS POSTED PER SPECS
BATIERYTEST LEASED SPACE APPROVED
NFPA 72 COMPLETION FORMS
LABELING OF DEVICES
NOTE: OCCUPANCY SHALL NOT BE GRANTED WITHOUT A UCDFD FIRE CLEARANCE
IPROJECT INSP. OR or MGR. SIGN OFF: DATE: IUCDFD FIRE CLEARANCE GRANTED BY:
UCFD Oat.
INIT.
DATE:
0212007 pcpj
INSPECTION REQUEST FORM
Project Name: I Project Number:
Project Manager:
Project lOR: I Project Assistant:
Inspection Request Number: Date:
Date Inspection Requested: Time:
Type of Inspection: (please mark with X)
[ ] Civil [ ] Architectural
[ ] Structural [ ] Landscape
~
[ ] Electrical [ ] Plumbing
0
[ ] Telecommunication [ ] Mechanical
l:;
[ ] Fire [ ] Other
~
r-
Description of Inspection: (All work requested for inspection has been reviewed for compliance with the
Z
0
contract Documents by contractor's Superintendent prior to requesting inspection).
U
Signed Date:
(Mark one) Accepted I Accepted as Noted I Re-inspection required I Other
Comments:
Z
0
6
w
a..
U)
Z
-
~

Signed Date:
NOTE: Inspection is general and only for conformance with contract documents. Approval of this inspection
request does not authorize or approve any omission or deviation from contract documents, applicable codes or
regulations.
REPORT NUMBER:
I
REPORT DATE:
I
IFOR REFERENCE ONLY
DAILY CONSTRUCTION REPORT
CONDITION: 1
TEMPERATURE AM (8AM): 1;----------
TEMPERATURE PM (3PM):
DAILY REPORT BY I
(INSPECTOR):
CODE: i- 1 ---------
WIND: j
CONTRACT: i-'--------
PROJECT TITLE. 1
PM: ;-1--
APM: 1
Type: ,.......----
o General
CONTRACTORS
PROJECT #: 1 ---
IOR: 1
PA: Ir----------1
NOC: 1.--------------
LAST MODIFIED BY: I ------- -----)
#OFWORKERS (SUB)CONTRACTOR NAME
GENERAL -----==-=-
CODE CONTRACT:
I1)SUBCONTRACTORSr--- -r-
INFORMATION No Subcontractor Information Available I
' l'NEWI
SUBCONTRACTORS
INFORMATION
FIELD ORDERS: I
FIELD ORDERS
MISCELLANEOUS
SPECIFicAtiONs/CODE [ -
VARIATIONS: I
AGENCIES & CONSULTANTS: I ---- --------------------- -II
- - EQUipMENT: r------- .
FIELD OBSERvAtiONS: ;-1----------------------------------'
TESTS 'INSPECtiONS: I I
r--"'-'"-<VE ="' RBAL INSTRUCTIONS: I

SPECIAL TV INSPECTOR: ,
PHotOs & AnAcHNfENTs:,.,i Ir------------------------------------:
l
COMMENTS
COMMENTS: -,
Version 2.3 01-07-03 xl
05/06/2008
S1 ATE OF CALIfORNIA HtE RESOURCES AGENCY
ARNOLD SCHWARZENEGGER, Governor
DEPARTMENT OF FORESTRY AND FIRE PROTECTION
OFFICE OF THE STATE FIRE MARSHAL
Capital Area Services
Capitol Area Sorvicos
P.O. 80)( 944249 FAX:
Sacramento, Califomia 942442460
CONSTRUCTION INSPECTION REPORT
(916) 4558850
(916) 4458509
www.1ire.ca.gov
PROJECT TITLE
PROJECT NO: .............. ............... m ........ ..
BY:
ISSUED TO: DATE
COMMENTS:
II action is specified above, please do so by ... ..... u ....... .. . . .. ... _ .. . ........ .... .......... . . s!gll at Ihe bottom. and return a copy to Iho
Unlvorsity Fl ro D vision. II you havo any quostions, conl acllhe Fi re Provention Division:
530752 1236 (Campus) 9167343036 (UCOHS)
sis to eertlly tho! I hovo
complJodwith' all directions
specified above,-
Signature
"
Dalo
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
CERTIFICATE OF SUBSTANTIAL COMPLETION
Project Name:
Work for Lot(s):
Project Number:
Date of Issuance:
Issued:
The Work has been reviewed and is substantially complete and the date of
Substantial Completion is hereby established as, _____________ _
evidencing University's acceptance of title on Lot(s), ____________ _
A list of items to be completed or corrected is included herein and referred to as
Punch List Work, The failure to include any items on such list does not alter the
responsibility of WVCP to complete all of the Work in accordance with the Contract
Documents and the Master Ground Lease.
In accordance with the Master Ground Lease, West Village Community Partnership, LLC
(WVCP) and University agree as follows:
1. Without limitation of WVCP's obligation to fully complete the Work within the
terms of the Master Ground Lease, WVCP or Subphase Lessee(s) shall
complete or correct the Work on the Punch List of items attached hereto.
2. University will be responsible for utilities, security and maintenance.
3. Punch List Work:
1 of 2
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
UNIVERSITY INSPECTORS:
University of California. Davis
(name of firm)
By: ___ ~ ~ _ - - : - ___ _
(signature)
(typed or printed name)
(date)
MASTER DEVELOPER:
(name of firm)
By: __________ __
(signature)
(typed or printed name)
(title)
Date: _ _________ _
UNIVERSITY:
THE REGENTS OF THE UNIVERSITY OF
CALIFORNIA:
University of California. Davis
(name of firm)
By: _____ _____ _
(signature)
(typed or printed name)
(title)
Date: _________ __
20f2
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
UNIVERSITY OF CALIFORNIA, DAVIS
SPECIAL INSPECTION AGREEMENT
WEST VILLAGE
Permit Number _________ _ Date: _________ _
Name of Approved
Testing Laboratory _____________________ _
Address ______ __________________ ___
Contact Name ______________________ _
ContactPhone ________________ ______ __
Contact Fax
----- --------------------
Name of Approved
Special Inspection Agency ________ __________ _
Address ____________________ ~ _____ __
Contact Name ______________________ _
ContactPhone _______________________ _
Contact Fax _______________________ __
NOTE: Inspection shall be made as the progress of the work calls for them.
Inspection agency shall leave on the job site a dated record of each
inspection made for each visit. If inspection record is not maintained in an
up to date status, it will be cause for the issuance of a formal letter of
notice to stop work.
RE: SPECIAL INSPECTIONS AND/OR TEST
We would like to confirm your company's retention as special inspector and lor
testing agency on the above-named job. The item or items checked below
require the owner or engineer, or architect of record acting as the owner's agent,
to employ a special inspector during construction in accordance with Chapter 17
of the California Building Code.
1of6
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
( ) 1. Concrete: During the taking of test specimens and placing of reinforced
concrete.
Exceptions:
1. Concrete for foundations conforming to minimum requirements of Table No. 18-1-C
or for Group R, Division 3 or Group U, Division 1 Occupancies provided the Building
Official finds that a special hazard doest not exist.
2. For foundation concrete when the structural design is based on a f'c no greater than
2500 psi.
3. Non structural slabs on grade, including prestressed slabs on grade when effective
prestress in concrete is less than 150 psi.
4. Site work concrete fully supported on earth and concrete where no special hazard
exists.
( ) 2. Bolts Installed in Concrete: During installation of bolts and placing of
concrete around such bolts when stress increases permitted by Footnote
NO.5 of Table No. 19-D or Section 1923 are utilized.
( ) 3. Special Moment - Resisting Concrete Frame: For moment frames
resisting design seismic load in structures within Seismic Zone 3 and 4,
the special inspector shall provide reports to the person responsible for
the structural design and shall provide continuous inspection of the
placement of the reinforcement and concrete.
( ) 4. Reinforcing Steel and Prestressing Steel Tendons. During all
stressing and grouting of tendons in prestressed concrete. During placing
of all reinforcing steel and prestressing tendons for all concrete required to
have a special inspection by Item NO.1.
Exceptions:
The special inspector need not be present continuously during placing of reinforcing steel
and prestressing tendons, provided the special inspector has inspected for conformance
to the approved plans prior to the closing of forms or the delivery of concrete to the
jobsite.
( ) 5. Structural Welding
5.1 General. During the welder of any member or connection that is
designed to resist loads and forces required by this code.
Exceptions:
1. Welding done in an approved fabricator's shop in accordance Section 1701.7.
2. The special inspector need not be continuously present during welding the following
items, provided the materials, qualifications of welding the following items, provided
the materials, qualifications of welding procedures and welders are verified prior to
the start of work; periodic inspections are made of work in progress; and a visual
20f6
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
inspection of all welds is made prior to completion or prior to shipment of shop
welding.
2.1 Single-pass fillet wells are not exceeding 5/16 inch ( 7.9mm) in size.
2.2 Floor and roof deck welding.
2.3 Welded studs when used for structural diaphragm or composite systems.
2.4 Welded sheet metal for cold-formed steel framing members such as studs
and joist.
2.5 Welding of stairs and railings.
5.2 Special moment-resisting steel frames. During the welding of
special moment-resisting steel frames. In addition to Item 5.1
requirements, nondestructive testing are required by Section 1703
of this code.
5.3 Welding of reinforcing steel. During the welding of reinforcing steel.
Exception:
The special inspector need not be continuously present during the welding of ASTM A
706 reinforcing steel not larger than No. 5 bars used for embedments, provided the
materials, qualifications of welding procedures and welders are verified prior to the start
of work; periodic inspections are made of work progress: and a visual inspection of all
welds is made prior to completion or prior to shipment of shop welding.
( ) 6. High Strength Bolting:
The inspection of high-strength A 325 and A 490 bolts shall be in
accordance with approved nationally recognized standards and the
requirements of this sections. While the work 'is in progress, the special
inspector shall determine that the requirements of bolts, nuts, washers,
and paint, bolted parts; and installation and tightening in such standards
are met. Such requirements of Section 1701.6. The special inspector shall
observe the calibration procedures when such procedures are required by
the plans and speCifications and shall monitor the installation of bolts to
determine that all plies of connected material have been drawn together
and that the selected procedures are properly used to tighten all bolts.
( ) 7. Structural Masonry
7.1 For masonry, other than fully grouted open-ended hollow-unit
masonry, during preparation and taking of any required prisms or
test specimens, placing of all masonry units, placement of
reinforcement, inspections of grout space, immediately prior to
closing of cleanouts, and during all grouting operations.
Exception:
For hollow masonry where the f m is no more than 1500 psi. (10.34 Mpa) for concrete
units of 2600 psi (17.93 Mpa) for clay units, special inspection may be performed as
required for fully grouted open-end hollow-unit masonry specified in Item 7.2
30f6
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
7.2 For fully grouted open-end hollow-unit masonry during preparation
and taking of any required prisms or test specimens, at the start of
laying units, after the placement of reinforcing steel, grout space
prior to each grouting operation, and during all grouting operations.
Exception:
Special inspection as required in Items 7.2 and 7.2 above need not be provided when
design stresses have been adjusted as specified in Chapter 21 to permit noncontinuous
inspection.
( ) 8. Reinforced Gypsum Concrete
When the cast-in-place Class B gypsum concrete is being mixed and
placed.
( ) 9. Insulating Concrete Fill
During the application of insulating concrete fill when used as part of a
structural system.
Exception:
The special inspections may be limited inspections to check the deck surface placement
by reinforcing. The special inspector shall supervise the preparation of compression test
specimens during the initial inspection.
( ) 10. Spray Applied Fire-Resistive Materials.
As required by U.B.C. Standard 7-6
) 11. Pilings, Drilled Piers, and Caissons.
During driving and testing of piles and construction of cast-in-place drilled
piles or caissons. See Item 1 and 4 for concrete and reinforcing steel
inspection.
( ) 12. Shotcrete.
During the taking of test specimens and placing of all shotcrete and as
required by Section 1924.10 and 1924.11.
Exception:
Shotcrete work fully supported by earth, minor repairs and when in the opinion of the
Building Official, no special hazard exists.
( ) 13. Special Grading, Excavation and Filing.
40f6
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
During earth-work excavations, grading and filing operations inspections
to satisfy requirements of Chapter 18 and Appendix Chapter 33.
( ) 14. Smoke Control Systems
14.1 During erection of ductwork and prior to concealment for the
purposes of leakage testing and recording of device location.
14.2 Prior to occupancy and after sufficient completion for the purposes
of Pressure Difference Testing, flow measurement, detection and
control verification.
) 15. Special Cases
Work which, in the opinion of the Building Official, involves unusual hazard
conditions.
( ) 16. A pre-construction meeting with the Building Official, architect or engineer,
contractor and special inspector shall be required prior to issuance of a
building permit.
SPECIAL INSPECTOR:,
The special inspector shall be a qualified person who shall demonstrate his
competence to the satisfaction of the Building Official for inspection of the
particular type of construction or operation requiring special inspection.
Duties and Responsibilities of the SPECIAL INSPECTOR;
1. Special inspectors shall have a California Council of Testing and
Inspection Agencies (CCTIA) style badge or wallet card indicating
categories for which they are qualified while on the job site where they are
providing special inspection services.
2. The special inspector shall observe the work assigned for conformance
with the approved design drawings and specifications.
3. The special inspector shall furnish inspection reports to the Building
Official, the engineer or architect of record, and other designated persons.
All discrepancies shall be brought to the immediate attention of the
contractor; then, if uncorrected, to the proper design authority and to the
Building Official.
4. The special Inspector shall submit a final signed report stating whether the
work requiring special inspections was, to the best of his knowledge, in
conformance with the approved plans and specifications and the
applicable workmanship provisions of this code.
50f6
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
The undersigned special inspector or qualified agent of the testing laboratory,
who has been approved by the Building Official, agrees to comply with the
above-listed duties and responsibilities of the special inspector.
Inspector or Agent's Name (Type-Print)
Inspector or Agent's Signature
Date
The Contractor will assume the responsibility of scheduling and notifying the
testing laboratory of the above-marked inspections. The undersigned also states
that he/she understands the duties and responsibilities of the special inspector.
Contractor's Name (Type-Print)
Contractor's Signature
Date
The undersigned engineer or architect or record acknowledges that the above-
noted special inspection items will be required to comply with Section 1701.
Additional inspections required by the engineer or architect in accordance with
Section 1702 have been included in this agreement.
Structural observation to comply with Section 1702 (will) / ( will not) be required.
Engineer's or Architect's Name (Type-Print)
Engineer's or Architect's Signature
Date
Note: Mail or Deliver special inspection reports to the following address.
60f6
CERTIFICATE OF OCCUPANCY
Project Name:
Project No:
Grant No:
Owner's Name:
Project Location:
Description:
University of California, Davis Campus
Yolo County, Davis, California 95616
The project has been inspected for compliance with the approved Building Permit documents and California Building
Standards Code, and is to the best of our knowledge in compliance with the requirements subject to completion ofthe
following certain work and conditions:
Inspector of Record:
[Project Inspector Name] Date
Plan examiners and construction inspectors, whether hired or contracted by the Campus Building Official, must meet
qualifications and requirements established in California Health and Safety Code, Sections 18949.25-18949.31. If not
registered professional engineers, licensed land surveyors, or licensed architects, they must be certified by a recognized state,
national, or international association and have at least three years of verifiable experience in the appropriate fields, as
determined by the Campus Building Official.
The Campus Fire Marshal is the "Building Official" for State Fire Marshal regulations and grants "fire clearance" before a
building is occupied.
o The Project has been granted a fire clearance and is approved for occupancy by the UC Davis Fire Marshal under the
MOU with the California State Fire Marshal. (Fire Clearance from UCD Fire Department Attached.)
University's Representative:
[Project Manager Name] Date
Pursuant to the California Building Code and based on the representations above, permission is given to occupy this project.
Issuance of this certificate shall not be construed as an approval of violations of the provisions of code or any other applicable
laws or regulations.
Campus Building Official:
[CBO Name, Title] Date
The Campus Building Official functions as required by the California Building Standards Code to ensure code compliance for
projects and ensure that fire and life safety requirements are reviewed by the Designated Campus Fire Marshal and Disabled
Access requirements are reviewed by the Division of the State Architect, Access Compliance and to issue a Certificate of
Occupancy after verification of code compliance and review by other officials, as appropriate.
cc: Stan Nosek, Office of Administration
Karl Mohr, Office of Resource Management and Planning
Mo Hollman, Facilities: Operations & Maintenance
Joseph Perry, Fire Department
Rev: July 27,2007
Wes Arvin, Fire Department
Jeff Price, Facilities: Operations & Maintenance
Dolores Pence, Risk Management Services
Jennifer Calori, Accounting and Financial Services
Certificate of Occupancy
WEST VILLAGE
UNIVERSITY OF CALIFORNIA, DAVIS
UTILITY SERVICE INITIATION AND TERMINATION FORM
SERVICE:
D Electrical D Steam D Chilled Water D Natural Gas D Water D Sewer D Solid Waste
CM/Contractor: _______________________________ _
Address, City, State Zip Code: _________________________ _
Telephone No: __
Banner Account Number (Note 3): ________________________ _
Service Location (Building or Project): _______________________ _
Description (specific location and access notes):
Requested Start Date: __ Start Time:
Meter (check one): D Temporary Construction D Permanent Building
Manufacturer: Units:
(Maker of the meter) (Readout units -kWh gallons, BTU, Ton/hrs)
Serial Number: Multiplier:
(Unit serial number, if multi component supply all serial (The number of units represented by the least significant
numbers) digit of the display. A water meter that reads in 100s of
gallons will have a multiplier of 100)
Model: Pulse:
(Model descriptor) (Meters that provide SCADA signals the unit value and units
associated each pulse. In 4-20 rnA signals the calibration
points and curve if needed (attach specification)
Manufacturer Address: NAMNumber: (For net enabled meters the assigned
(For net enabled meters like the ION series) NAM number from Communications Resources)
SIGNATURE:
CM/Contractor: __________________ _ Date: _________ _
DO NOT WRITE IN THIS AREA
FOR UNIVERSITY OF CALIFORNIA, OPERATIONS AND MAINTENANCE UTILITIES ONLY
Received by and Transmitted to O&M Date
MaximoWO#
InitiallFinal Reading InitiallFinal Reading Date
Notes:
(1) Site Plan: CM/Contractor to attach a site plan on an 8-112 x 11 page showing one line diagram for the utility.
Note any upstream or downstream meters or other customers.
University's Representative to initiate the Work Order. (2)
(3) Banner Account Number - To obtain an Account, CM/Contractors should contact FO&M Utility Group
Utilities at 530.754.5224 and provide the following information: CM/Contractor Name, Billing Address,
Telephone Number, Email (if applicable).
January 17,2006
Revision: 0
CM/Contractor:EX43
Utility Service Initiation and Termination Form
GUARANTY
(Student Housing Cluster 2)
THIS GUARANTY (this "Guaranty") is provided this July _,2010, by
CP INVESTMENT FUND II, L.P., a Delaware limited partnership ("Guarantor"), to
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California public
corporation on behalf of the Davis campus (hereinafter called "University").
This Guaranty is given on the basis of the following facts and understandings of
the parties:
A. WVCP CLUSTER 2, LLC, a Delaware limited liability company (together with
its successors and assigns, herein, collectively "Lessee") and University have
entered into a Student Housing Sub-Phase Lease (the "Sub-Phase Lease") with
respect to certain property in the County of Yolo, State of California consisting of
Lots Z, AA, BB, and CC, as said lots are shown on that certain "Amended Map
Subdivision Map No. 4947, West Village," filed May 14, 2010, Map Book 2010,
Pages 32 through 53, inclusive, Yolo County Records (such Lots collectively
herein, the "Leased Land"), for the purpose of constructing the Project on the
Leased Land. As a condition to, and material consideration for entering into the
Sub-Phase Lease, University has required that Guarantor make and execute this
Guaranty.
B. Any capitalized term not defined herein shall have the meaning given it in the
Sub-Phase Lease.
NOW, THEREFORE, IN ORDER TO INDUCE University to make and to
execute the Sub-Phase Lease, and in material consideration thereof, Guarantor agrees as
follows:
1. Subject to the terms and provisions of this Guaranty, Guarantor hereby absolutely
and irrevocably guarantees to University (a) the lien-free completion of
construction of the Project to be constructed by Lessee in accordance with the
Sub-Phase Lease, and (b) performance of Lessee's obligations, in accordance with
the Sub-Phase Lease, with respect to completion of construction of the Project,
including, the performance of Lessee's obligations under Section 4.4 and
Article V thereof, in each case only to the extent necessary to effectuate
completion of construction of the Project in accordance with the Sub-Phase Lease
(the foregoing items (a) and (b) shall be collectively referred to herein as the
"Obligations"). Guarantor's obligation to perform the Obligations shall survive
any termination of the Sub-Phase Lease by reason of Lessee's default thereunder.
2. Guarantor authorizes University, without notice or demand to Guarantor and
without affecting Guarantor's liability hereunder, from time to time, to:
W02-WEST:5AS\402545852.3
-1-
(a) Subject to the terms of the Sub-Phase Lease, amend, modify, accelerate or
defer the time for performance of the Obligations or any other provision
under the Sub-Phase Lease, as applicable.
(b) Consent to any assignment of Lessee's interest under the Sub-Phase Lease
or a subletting or sublettings of, or right or rights to occupy, all or any
portion of the Leased Land.
(c) Take and hold security for the performance of the Obligations and
exchange, enforce, waive or release any such security.
(d) Apply such security in whole or in part and direct the order or manner of
sale thereof as University may determine in its sole discretion.
(e) Terminate the Sub-Phase Lease for any reason in accordance with the
terms of the Sub-Phase Lease, as applicable;
(f) Consent to any transfer or modification of any ownership interest in
Lessee;
(g) Release or substitute Lessee or any other guarantor or other person or
entity liable in respect of all or any part of the Obligations.
University may without notice assign this Guaranty to an assignee of University'S
interest in the Sub-Phase Lease. Guarantor shall not be released by any act or
event which might, but for this provision of this Guaranty, be deemed a legal or
equitable discharge of a surety, or by reason of any waiver, extension,
modification, forbearance or delay or other act or omission of University or its
failure to proceed promptly or otherwise as against Lessee, Guarantor or any other
guarantor or other person or entity liable in respect of all or any part of the
Obligations, or by reason of any action taken or omitted or circumstance which
mayor might vary the risk or affect the rights or remedies of Guarantor (or any
other guarantor or other person or entity liable in respect of all or any part of the
Obligations) against Lessee, or by reason of any further dealings between Lessee
and University, whether relating to the Sub-Phase Lease or otherwise, and
Guarantor hereby expressly waives and surrenders any defense to its liability
hereunder based upon any of the foregoing acts, omissions, things, agreements,
waivers or any of them, it being the purpose and intent of this Guaranty that the
obligations of the Guarantor hereunder are absolute and unconditional under any
and all circumstances.
3. The liability of Guarantor hereunder shall be primary and University may proceed
against Guarantor under the terms of this Guaranty without commencing any
action against or joining Lessee or any other guarantor or other person or entity
liable in respect of all or any part of the Obligations, and without taking any
W02-WEST:5AS\402545852.3 -2-
act,ion against or applying any security held; provided, however, that University
shall not proceed against Guarantor under the Guaranty until all applicable notice
and cure periods under the Sub-Phase Lease have expired without a cure being
fully effected. Guarantor hereby expressly waives all suretyship rights or
defenses described in the California Civil Code, or any other statute or applicable
law of any jurisdiction applicable to Guarantor, and any other defenses Guarantor
may have to enforcement of this Guaranty. Without limiting the generality of the
foregoing, Guarantor hereby expressly waives any and all benefits and defenses
under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2847, 2848,
2849,2850,2859,2899 and 3433, including, without limitation, any right to
require University to (a) proceed against Lessee or any other guarantor or other
person or entity liable in respect of all or any part of the Obligations, (b) proceed
against or exhaust any security whether furnished by Lessee or any other
guarantor or other person or entity liable in respect of all or any part of the
Obligations (including, without limitation, any right to require University to
proceed against security furnished by Lessee prior to proceeding against security
furnished by any other guarantor or other person or entity liable in respect of all
or any part of the Obligations), or (c) pursue any other remedy whatsoever.
Guarantor also hereby expressly waives any and all benefits and defenses under
California Code of Civil Procedure Section 726 which, among other things, would
otherwise require University to exhaust all of its security before a personal
judgment may be obtained for a deficiency and would limit Guarantor's liability
after a judicial foreclosure sale to the difference between the obligations
guaranteed herein and the fair market value of the property or interests sold at
such judicial foreclosure sale.
4. Guarantor's obligations hereunder are independent of the obligations of Lessee,
and a separate action or actions may be brought and prosecuted against Guarantor
whether or not action is brought against Lessee, any other guarantor or any other
person or entity liable in respect of all or any part of the Obligations, or whether
or not Lessee, any other guarantor or any other person or entity liable in respect of
all or any part of the Obligations be joined in any such action or actions, or
whether or not any judgment has been obtained against Lessee, any other
guarantor or any other person or entity liable in respect of all or any part of the
Obligations.
5. Guarantor waives any defense arising by reason of any discharge or limitation on
the liability of Lessee or any disability, lack of authority, or termination of
existence of Guarantor, Lessee, any other guarantor or any other person or entity
liable in respect of all or any part of the Obligations, or by reason of the
bankruptcy, insolvency, reorganization or other debtor's relief afforded to
Guarantor, Lessee, any other guarantor or any other person or entity liable in
respect of all or any part of the Obligations pursuant to the present or any future
provisions of the United States Bankruptcy Act or any other state or federal
statute, other than full performance and discharge of the Obligations. Guarantor
waives any defense it may acquire by reason of University's election of any
W02-WEST:5AS\402545 852.3 -3-
remedy against Guarantor, Lessee, any other guarantor or any other person or
entity liable in respect of all or any part of the Obligations.
6. Until the Obligations shall have been discharged in full, Guarantor shall have no
right of subrogation with respect to this Guaranty, and waives any right to enforce
any remedy which Guarantor now has or may hereafter have against Lessee, any
other guarantor or any other person or entity liable in respect of all or any part of
the Obligations, and waives the benefit of, and any right to participate in, any
security now or hereafter held by University from Lessee, any other guarantor or
any other person or entity liable in respect of all or any part of the Obligations,
except to the extent such security remains after discharge of the Obligations in
full. If, notwithstanding the foregoing provisions, any amount shall be paid to
Guarantor on account of any of the rights and claims referenced in the preceding
sentence and either (i) such amount is paid to Guarantor at any time when the
Obligations shall not have been paid or performed in full, or (ii) regardless of
when such amount is paid to Guarantor, any payment made to University by
Lessee, any other guarantor or any other person or entity liable in respect of all or
any part of the Obligations is at any time determined to be a voidable transfer (as
defined in Section 11 below), then such amount paid to Guarantor shall be held in
trust for the benefit of University and shall forthwith be paid to University to be
credited and applied against the Obligations, whether matured or unmatured, in
such order as University, in its sole but reasonable discretion, shall determine.
7. Guarantor waives all rights and defenses arising out of any election of remedies
by University, even though such election of remedies may have altered,
eliminated or otherwise impaired Guarantor's rights of subrogation and
reimbursement, if any, against Lessee, any other guarantor or any other person or
entity liable in respect of all or any part of the Obligations, whether by equity,
operation of law or hereafter arising.
8. Except for the duplicate notice provided in Section 21.1 of the Sub-Phase Lease,
Guarantor waives all presentments, demands for performance, notices of
non-performance, protests, notices of protest, notices of dishonor and notices of
acceptance of the Guaranty and of the existence, creation, or incurring of all or
any part of the Obligations now existing or hereafter arising.
9. Guarantor acknowledges that it has access to and knowledge of all information
relevant to the financial condition of Lessee and waives any right to notice of
Lessee's condition or the condition of the Sub-Phase Lease from University.
Guarantor authorizes University, in its sole discretion, with or without notice to
Guarantor and without affecting Guarantor's liability hereunder, from time to
time, before, upon or after any default under the Sub-Phase Lease to (a) accept
security for the performance of the Obligations of Lessee, any other guarantor or
any other person or entity liable in respect of all or any part of the Obligations;
(b) release or accept security in such terms as University in its sole discretion
shall determine; (c) apply such security and direct the order or manner of sale
W02-WEST:5 AS\402545852.3 -4-
thereof; and (d) release, substitute or add one or more other guarantors; and
Guarantor expressly waives any defense or benefit available to Guarantor as a
result of the exercise of nonjudicial or judicial remedies against Lessee, any other
guarantor or any other person or entity liable in respect of all or any part of the
Obligations, or against any such party's property, and further expressly waives
any defense or benefit arising out of any impairment of Guarantor's rights of
subrogation and/or Guarantor's rights to proceeding against Lessee any other
guarantor or any other person or entity liable in respect of all or any part of the
Obligations, or against any such party's property.
10. Guarantor represents and warrants that:
(a) Any financial reports of Guarantor or Lessee heretofore furnished to
University accurately reflect the matters contained therein in all material
respects;
(b) There are no actions, suits or proceedings pending, or, so far as Guarantor
is advised, threatened against Guarantor which create a material risk that
Guarantor will not have the financial capacity to perform under this
Guaranty;
(c) Neither execution or delivery of this Guaranty, nor compliance with the
terms hereof, will conflict with or result in the breach of any law or statute
nor constitute a breach or default under any agreement or instrument to
which Guarantor may be party, or result in the creation or imposition of
any charge or lien upon any property or assets of Guarantor;
(d) This Guaranty constitutes a valid and binding obligation of Guarantor
enforceable against Guarantor in accordance with its terms! and
(e) Guarantor has the authority to execute this Guaranty.
11. If any payments of money or transfer of property made to University by Lessee,
any other guarantor or any other person or entity liable in respect of all or any part
of the Obligations, or any maker or any endorser would, for any reason,
subsequently be declared to be fraudulent (within the meaning of the state or
relating to fraudulent conveyances), preferential or otherwise voidable
or recoverable, in whole or in part, for any reason under the United States
Bankruptcy Act or any other federal or state law (hereinafter collectively called
"voidable transfer"), and University is required to and actually does repay or
restore any such voidable transfer, or the amount or any portion thereof, then as to
any such voidable transfer or the amount repaid or restored and all costs and
expenses of University related thereto, including reasonable attorneys' fees,
Guarantor's liability hereunder shall automatically be revived, reinstated or
restored and shall exist as though such voidable transfers had never been made to
University. In the event University shall have returned this Guaranty to
W02-WEST:5AS\402545852.3 -5-
Guarantor and subsequently be required to store or repay any such voidable
transfer, or any portion thereof, Guarantor shall remain liable as provided herein
JO the same extent as if this Guaranty had not been returned to Guarantor.
12. Guarantor shall not assign this Guaranty or delegate any of its duties or
obligations under this Guaranty, either directly, indirectly or by operation of law,
without first obtaining University' prior written consent, which consent may be
withheld in University' sole and absolute discretion. Subject to the foregoing. this
Guaranty shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, administrators, successors, and assigns.
13. Guarantor shall provide University with quarterly unaudited financial statements
for Guarantor within forty-five (45) days following the end of each calendar
quarter, and annual financial statements for Guarantor within one hundred and
twenty (120) days following the end of each calendar year. All such financial
statements shall include schedules reflecting a balance sheet, income statement
and changes in financial condition and be in sufficient detail to allow University
to understand the then current financial condition of Guarantor.
14. This Guaranty shall be enforceable by University in accordance with the law of
the State of California and shall be construed in accordance therewith. Guarantor
agrees to pay reasonable attorneys' fees and all other costs and expenses which
may be incurred by University in the enforcement of this Guaranty.
15. No failure on the part of University to pursue any remedy hereunder or under the
Sub-Phase Lease shall constitute a waiver on its part of the right to pursue said
remedy on the basis of the same or a subsequent breach.
16. Should anyone or more provisions of this Guaranty be determined to be illegal or
unenforceable, all other provisions shall remain in effect.
W02-WEST:5AS\402545852.3
GUARANTOR
CP INVESTMENT FUND n, L.P.,
a Delaware limited partnership
By: CARMEL PARTNERS GP II, LLC,
a Delaware limited liability company,
its General Paltner
By: __ ~ __ ~ ~ ~ _
-6-
EXHIBITF-l
(RESERVED)
JOINT FINANCING GUARANTY
THIS JOINT FINANCING GUARANTY (this "Guaranty") is provided this
July _, 2010, by WVCP CLUSTER 1 LLC, a Delaware limited liability company,
WVCP CLUSTER 2 LLC, a Delaware limited liability company, WVCP CLUSTER 4
LLC, a Delaware limited liability company, and WVCP CLUSTER 6 LLC, a Delaware
limited liability company (each a "Guarantor" and collectively, the "Guarantors"), to
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California public
corporation on behalf of the Davis campus (hereinafter called "University").
RECITALS
This Guaranty is given on the basis of the following facts and understandings of
the parties:
A. The University, as lessor, has entered into (i) that certain Student Housing
Sub-Phase Lease ("Cluster 1 Lease"), dated July _,2010, with WVCP Cluster 1
LLC, a Delaware limited liability company ("Cluster 1 Lessee"), as lessee,
(ii) that certain Student Housing Sub-Phase Lease ("Cluster 2 Lease"), dated
July _, 2010, with WVCP Cluster 2 LLC, a Delaware limited liability company
("Cluster 2 Lessee"), as lessee, (iii) that certain Student Housing Sub-Phase
Lease ("Cluster 4 Lease"), dated July _,2010, with WVCP Cluster 4 LLC, a
Delaware limited liability company ("Cluster 4 Lessee"), as lessee, and (iv) that
certain Student Housing Sub-Phase Lease ("Cluster 6 Lease"), dated July _,
2010, with WVCP Cluster 6 LLC, a Delaware limited liability company
("Cluster 6 Lessee"), as lessee (Cluster 1 Lessee, Cluster 2 Lessee, Cluster 4
Lessee and Cluster 6 Lessee shall be collectively referred to herein as the "Joint
Financing Lessees" and each individually as a "Joint Financing Lessee").
B. The Joint Financing Lessees are each Affiliates meeting the respective
requirements of item (iii)(b) of Section 3.4 of the Cluster 1 Lease, Cluster 2 Lease
Cluster 4 Lease and the Cluster 6 Lease (collectively, the "Joint Financing
Leases" and each individually a "Joint Financing Lease"). Any capitalized
terms used but not otherwise defined herein shall have the meaning given such
terms in the Joint Financing Leases.
C. As an accommodation to WVCP and the Joint Financing Lessees and any
Sub-Phase Lessee under an Additional Lease (as such term is defmed in Section 1
below), the University has agreed to permit the Joint Financing Lessees and any
such Sub-Phase Lessee under an Additional Lease to join as co-borrowers in
securing Joint Financing for the initial construction of the Joint Financing Projects
(Le. the projects which are the subject of the Cluster 1 Lease, the Cluster 2 Lease,
the Cluster 4 Lease and the Cluster 6 Lease, respectively, and the subject of any
Additional Lease).
OHS West:2609337 1 5.3
1
E. As a condition to, and material consideration for entering into the Joint Financing
Leases, and for permitting the Joint Financing of the Joint Financing Projects and
any Additional Lease, University has required that Guarantors make and execute
this Guaranty.
NOW, THEREFORE, IN ORDER TO INDUCE University to make and to
execute the Joint Financing Leases and permit the Joint Financing of the Joint Financing
Projects, and in material consideration thereof, Guarantors agree as follows:
1. Subject to the terms and provisions ofthis Guaranty, each Guarantor does hereby
absolutely and unconditionally, jointly and severally guarantee to University the
prompt payment of all amounts that any of the Joint Financing Lessees may at any
time owe under the Joint Financing Leases, any extensions, renewals or
modifications thereof, and further guarantees to University the full, prompt and
faithful performance by each of the Joint Financing Lessees of each and all of the
covenants, terms, and conditions of the Joint Financing Leases, or any extensions,
modifications or renewals thereof, to be performed and kept by any of the Joint
Financing Lessees (the foregoing items shall be collectively referred to herein as
the "Obligations"). The obligations of the Guarantors hereunder shall be joint
and several and each Guarantor's respective obligation to perform the Obligations
shall survive any termination of anyone or more of the Joint Financing Leases by
reason of any Lessee Default thereunder.
Notwithstanding the foregoing or anything to the contrary herein, in the event that
(i) a Joint Financing Lease (herein the "Released Lease") is released from the
Joint Financing, and (ii) the University is provided evidence reasonably
satisfactory to the University that the Leasehold Mortgagee providing such Joint
Financing has fully released any securitY interest such Leasehold Mortgagee had
in the Released Lease and/or the Project (as defined in and which is the subject of
such Released Lease), then (x) the Released Lease shall no longer constitute a
Joint Financing Lease, (y) the subject lessee under the Released Lease shall no
longer constitute a Joint Financing Lessee, and (z) the Joint Financing Guarantor
who is a party to such Released Lease shall be released from any liability or
obligation hereunder with respect to any obligations arising from and after the
Release Date (as hereinafter defined). As used herein, the term "Release Date"
shall mean the date that the preceding items (i) and (ii) have occurred. On or after
the Release Date, University and each of the remaining Guarantors agree to
execute an acknowledgment of such release and the remaining Guarantors shall
execute a reaffirmation of the obligations hereunder with respect to the remaining
Obligations.
Notwithstanding the foregoing or anything to the contrary herein, in the event that
a Student Housing Sub-Phase Lease is subsequently added to the Joint Financing
(herein an "Additional Lease"), then effective as of the Addition Date (as defined
below) (A) the Additional Lease shall constitute a Joint Financing Lease, (B) the
subject lessee under the Additional Lease shall become a Joint Financing Lessee,
OHS West:260933715.3
2
and (C) the Obligations shall be expanded to include those arising under the
Additional Lease. As used herein, the term "Addition Date" shall mean the date
upon which the Leasehold Mortgagee under the Joint Financing obtains a security
interest in the Additional Lease and/or the Project (as defined in and which is the
subject of such Additional Lease). On or before the Addition Date, University,
the Joint Financing Lessee who is a party to the Additional Lease (as a Guarantor
hereunder) and each of the other Guarantors not theretofore released in
connection with a Released Lease agree to execute an acknowledgment of such
addition and the subject Guarantors (including the Joint Financing Lessee who is
a party to the Additional Lease) shall execute a reaffirmation of the obligations
hereunder with respect to the Obligations (including, those arising under the
Additional Lease).
2. Each Guarantor authorizes University, without notice or demand to Guarantor or
any of the other Guarantors and without affecting the liability of any of the
Guarantors hereunder, from time to time, to:
(a) Subject to the terms of the Joint Financing Leases, amend, modify,
accelerate or defer the time for performance of the Obligations or any
other provision under anyone or more of the Joint Financing Leases, as
applicable.
(b) Consent to any assignment of the interest of any Joint F i n a n ~ i n g Lessee
under such Joint Financing Lessee's respective Joint Financing Lease or a
subletting or sublettings of, or right or rights to occupy, all or any portion
of the Leased Land which is the subject of such party's Joint Financing
Lease.
(c) Take and hold security for the performance of the Obligations and
exchange, enforce, waive or,release any such security.
(d) Apply such security in whole or in part and direct the order or manner of
sale thereof as University may determine in its sole discretion.
(e) Terminate anyone or'more ofthe Joint Financing Leases for any reason in
accordance with the terms of the subject Joint Financing Lease(s), as
applicable;
(f) Consent to any transfer or modification of any ownership interest in any
Joint Financing Lessee;
(g) Release or substitute anyone or more of the Joint Financing Lessees or
anyone or more of the Guarantors or any other guarantor or other person
or entity liable in respect of all or any part ofthe Obligations, including,
without limitation, in the case of a Released Lease.
OHS West:260933715.3
3
University may without notice assign this Guaranty to an assignee of University's
interest in the Joint Financing Leases. The Guarantors shall not be released by
any act or event which might, but for this provision of this Guaranty, be deemed a
legal or equitable discharge of a surety, or by reason of any waiver, extension,
modification, forbearance or delay or other act or omission of University or its
failure to proceed promptly or otherwise as against anyone or more of the Joint
Financing Lessees, anyone or more ofthe Guarantors or any other guarantor or
other person or entity liable in respect of all or any part of the Obligations, or by
reason of any action taken or omitted or circumstance which mayor might vary
the risk or affect the rights or remedies of any of the Guarantors (or any other
guarantor or other person or entity liable in respect of all or any part of the
Obligations) against any of the Joint Financing Lessees, or by reason of any
further dealings between any of the Joint Financing Lessees and University,
whether relating to the any of the Joint Financing Leases or otherwise, and each
Guarantor does hereby expressly waive and surrender any defense to its liability
hereunder based upon any of the foregoing acts, omissions, things, agreements,
waivers or any of them, it being the purpose and intent of this Guaranty that the
obligations of each Guarantor hereunder are absolute and unconditional under any
and all circumstances.
3. The liability of each Guarantor hereunder shall be primary and University may
proceed against each Guarantor under the terms of this Guaranty without
commencing any action against or joining any of the other Guarantors, anyone or
more of the Joint Financing Lessees or any other guarantor or other person or
entity liable in respect of all or any part of the Obligations, and without taking any
action against or applying any security held; provided, however, that University
shall not proceed against any Guarantor under this Guaranty until all applicable
notice and cure periods under the subject Joint Financing Lease have expired
without a cure being fully effected. Each Guarantor hereby expressly waives all
suretyship rights or defenses described in the California Civil Code, or any other
statute or applicable law of any jurisdiction applicable to such Guarantor, and any
other defenses such Guarantor may have to enforcement of this Guaranty.
Without limiting the generality of the foregoing, each Guarantor hereby expressly
waives any and all benefits and defenses under California Civil Code
Sections 2809,2810,2819,2839,2845,2847,2848,2849,2850, 2859, 2899 and
3433, including, without limitation, any right to require University to (a) proceed
against anyone or more of the Joint Financing Le'ssees or any other Guarantor or
any other guarantor or other person or entity liable in respect of all or any part of
the Obligations, (b) proceed against or exhaust any security whether furnished by
a Joint Financing Lessee or any other Guarantor or any other guarantor or other
person or entity liable in respect of all or any part ofthe Obligations (including,
without limitation, any right to require University to proceed against security
furnished by any Joint Financing Lessee prior to proceeding against security
furnished by any of the Guararitors or any other guarantor or other person or
entity liable in respect of all or any part of the Obligations), or (c) pursue any
other remedy whatsoever. Each Guarantor does also hereby expressly waive any
OHS West:260933715.3
4
and all benefits and defenses under California Code of Civil Procedure
Section 726 which, among other things, would otherwise require University to
exhaust all of its security before a personal judgment may be obtained for a
deficiency and would limit the liability of Guarantor or any of the other
Guarantors after a judicial foreclosure sale to the difference between the
obligations guaranteed herein and the fair market value of the property or interests
sold at such judicial foreclosure sale.
4. The obligations of each of the Guarantors hereunder are independent of the
obligations of the Joint Financing Lessees and independent of the other
Guarantors, and a separate action or actions may be brought and prosecuted
against anyone or more of the Guarantors whether or not action is brought against
any of the Joint Financing Lessees or any of the other Guarantors or any other
guarantor or any other person or entity liable in respect of all or any part of the
Obligations, or whether or not any of the Joint Financing Lessees or any of the
other Guarantors or any other guarantor or any other person or entity liable in
respect of all or any part of the Obligations be joined in any such action or
actions, or whether or not any judgment has been obtained against any of the Joint
Financing Lessees or any of the other Guarantors or any other guarantor or any
other person or entity liable in respect of all or any part of the Obligations.
5. With the exception of full performance and discharge of the Obligations, each
Guarantor waives any defense arising by reason of any discharge or limitation on
the liability of anyone or more of the Joint Financing Lessees or any of the other
Guarantors or any other guarantor or any other person or entity liable in respect of
all or any part of the Obligations, or any disability, lack of authority, or
termination of existence of Guarantor or anyone or more of the other Guarantors
or anyone or more of the Joint Financing Lessees or any other guarantor or any
other person or entity liable in respect of all or any part of the Obligations, or by
reason of the bankruptcy, insolvency, reorganization or other debtor's relief
afforded to Guarantor or anyone or more of the other Guarantors or anyone or
more of the Joint Financing Lessees or any other guarantor or any other person or
entity liable in respect of all or any part of the Obligations pursuant to the present
or any future provisions of the United States Bankruptcy Act or any other state or
federal statute. Each Guarantor waives any defense it may acquire by reason of
University's election of any remedy against Guarantor or anyone or more of the
Joint Financing Lessees or anyone or more of the other Guarantors or any other
guarantor or any other person or entity liable in respect of all or any part of the
Obligations.
6. Until the Obligations have been discharged in full, each Guarantor shall have no
right of subrogation with respect to this Guaranty, and waives any right to enforce
any remedy which such Guarantor now has or may hereafter have against anyone
or more of the Joint Financing Lessees or any ofthe other Guarantors or any other
guarantor or any other person or entity liable in respect of all or any part of the
Obligations, and waives the benefit of, and any right to participate in, any security
OHS West:260933715.3
5
now or hereafter held by University from anyone or more ofthe Joint Financing
Lessees or Guarantor or any of the other Guarantors or any other guarantor or any
other person or entity liable in respect of all or any part of the Obligations, except
to the extent such security remains after discharge of the Obligations in full. If,
notwithstanding the foregoing provisions, any amount shall be paid to any of the
Guarantors on account of any of the rights and claims referenced in the preceding
sentence and either (i) such amount is paid to such Guarantor at any time when
the Obligations shall not have been paid or performed in full, or (ii) regardless of
when such amount is paid to such Gmrrantor, any payment made to University by
anyone or more of the Joint Financing Lessees or Guarantor or any of the other
Guarantors or any other guarantor or any other person or entity liable in respect of
all or any part of the Obligations is at any time determined to be a voidable
transfer (as defined in Section 11 below), then such amount paid to such
Guarantor shall be held in trust for the benefit of University and shall forthwith be
paid to University to be credited and applied against the Obligations, whether
matured or unmatured, in such order as University, in its sole but reasonable
discretion, shaH determine.
7. Each Guarantor waives all rights and defenses arising out of any election of
remedies by University, even though such election of remedies may have altered,
eliminated or otherwise impaired such Guarantor's rights of subrogation and
reimbursement, if any, against anyone or more of the Joint Financing Lessees or
any of the other Guarantors or any other guarantor or any other person or entity
liable in respect of all or any part of the Obligations, whether by equity, operation
of law or hereafter arising.
8. Without limiting the obligations for notice set forth in Section 21.1 of each of the
Joint Financing Leases (including any future Additional Lease), each Guarantor
waives all presentments, d e ~ a n d s for performance, notices of non-performance,
protests, notices of protest, notices of dishonor and notices of acceptance of this
Guaranty and of the existence, creation, or incurring of all or any part of the
Obligations now existing or hereafter arising.
9. Each Guarantor acknowledges that it has access to and knowledge of all
information relevant to the financial condition of the Joint Financing Lessees and
the other Guarantors and each Guarantor waives any right to notice from
University of the condition of anyone or more of the Joint Financing-Lessees or
any of the other Guarantors or anyone or more of the Joint Financing Leases.
Each Guarantor authorizes University, in its sole discretion, with or without
notice to such Guarantor or any of the other Guarantors and without affecting the
liability of such Guarantor or any of the other Guarantors hereunder, from time to
time, before, upon or after any default under anyone or more ofthe Joint
Financing Leases to (a) accept security for the performance of the Obligations of
the defaulting Joint Financing Lessee or any of the Guarantors or any other
guarantor or any other person or entity liable in respect of all or any part of the
Obligations; (b) release or accept security in such terms as University in its sole
OHS West:260933715.3
6
discretion shall detennine; (c) apply such security and direct the order or manner
of sale thereof; and (d) release, substitute or add one or more other guarantors;
and each Guarantor expressly waives any defense or benefit available to such
Guarantor as a result of the exercise of nonjudicial or judicial remedies against
anyone or more of the Joint Financing Lessees or any of the Guarantors or any
other guarantor or any other person or entity liable in respect of all or any part of
the Obligations, or against any such party's property, and further expressly waives
any defense or benefit arising out of any impainnent of the rights of subrogation
of such Guarantor or any of the other Guarantors and/or the rights of such
Guarantor or any of the other Guarantors to proceed against anyone or more of
the Joint Financing Lessees or anyone or more of the Guarantors or any other
guarantor or any other person or entity liable in respect of all or any part of the
Obligations, or against any such party's property.
10. .Each Guarantor represents and warrants to the University that:
(a) Any financial reports of such Guarantor or anyone or more of the Joint
Financing Lessees heretofore furnished to University accurately reflect the
matters therein in all material respects;
(b) There are no actions, suits or proceedings pending, or, so far as such
Guarantor is advised, threatened against such Guarantor which create a
material risk that such Guarantor will not have the financial capacity to
perfonn under this Guaranty;
(c) Neither execution or delivery of this Guaranty, nor compliance with the
tenns hereof, will conflict with or result in the breach of any law or statute
nor constitute a breach or default under any agreement or instrument to
which such Guarantor may be party, or result in the creation or imposition
of any charge or lien upon any property or assets of such Guarantor;
(d) This Guaranty constitutes a valid and binding obligation of such Guarantor
enforceable against such Guarantor in accordance with its tenns; and
(e) It has the authority to execute this Guaranty.
11. If any payments of money or transfer of property made to University by anyone
or more ofthe Joint Financing Lessees or anyone or more of the Guarantors or
any other guarantor or any other person or entity liable in respect of all or any part
of the Obligations, or any maker or any endorser would, for any reason,
subsequently be declared to be fraudulent (within the meaning of the state or
federal law relating to fraudulent conveyances), preferential or otherwise voidable
or recoverable, in whole or in part, for any reason under the United States
Bankruptcy Act or any other federal or state law (hereinafter collectively called
"voidable transfer"), and University is required to and actually does repay or
restore any such voidable transfer, or the amount or any portion thereof, then as to
OHS West:260933715.3
7
any such voidable transfer or the amount repaid or restored and all costs and
expenses of University related thereto, including reasonable attorneys' fees, the
liability of the Guarantors hereunder shall automatically be revived, reinstated or
restored and shall exist as though such voidable transfer(s) had never been made
to University. In the event University shall have returned this Guaranty to the
Guarantors and subsequently be required to restore or repay any such voidable
transfer, or any portion thereof, the Guarantors shall remain liable as provided
herein to the same extent as if this Guaranty had not been returned to the
Guarantors.
12. None of the Guarantors shall assign this Guaranty or delegate any of its respective
duties or obligations under this Guaranty, either directly, indirectly or by
operation of law, without first obtaining University' prior written consent, which
consent may be withheld in University' sole and absolute discretion. Subject to
the foregoing, this Guaranty shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, administrators, successors, and assigns.
13. Each Guarantor shall provide University with quarterly unaudited financial
statements for such Guarantor within sixty (60) days following the end of each
calendar quarter, and annual audited financial statements for such Guarantor
within one hundred and twenty (120) days following the end of each calendar
year. All such financial statements shall include schedules reflecting a balance
sheet, income statement and changes in financial condition and be in sufficient
detail to allow University to understand the then current fipancial condition of
such Guarantor.
14. This Guaranty shall be enforceable by University in accordance with the law of
the State of California and shall be construed in accordance therewith. Each
Guarantor agrees to pay reasonable attorneys' fees and all other costs and
expenses which may be incurred by University in the enforcement of this
Guaranty.
15. No failure on the part of University to pursue any remedy hereunder or under any
one or more of the Joint Financing Leases shall constitute a waiver on its part of
the right to pursue said remedy on the basis of the same or a subsequent breach.
16. Should anyone or more provisions of this Guaranty be determined to be illegal or
unenforceable, all other provisions shall remain in effect.
{Signature Page Follows]
OHS West:260933715.3
8
IN WITNESS WHEREOF, this Guaranty has been executed by the Guarantors
effective as of the date first written above.
GUARANTORS:
WVCP CLUSTER 1, LLC,
a Delaware limited liability company
By: WEST VILLAGE COMMUNITY PARTNERSHIP II, LLC,
a Delaware limited liability company,
its Managing Member
By: CP WEST VILLAGE II, LLC,
a California limited liability company,
its Manager
By: CP INVESTMENT II REIT,
a Maryland real estate investment trust,
its Managing Member
By: _ __________ _
Ron Zeff, President
WVCP CLUSTER 2, LLC,
a Delaware limited liability company
By: WEST VILLAGE COMMUNITY PARTNERSHIP II, LLC,
a Delaware limited liability company,
its Managing Member
By: CP WEST VILLAGE II, LLC,
a California limited liability company,
its Manager
By: CP INVESTMENT II REIT,
OHS West:260933715.3
a Maryland real estate investment trust,
its Managing Member
By:
--------------
Ron Zeff, President
{Signatures Continue On Following Page]
9
GUARANTORS (Continued):
WVCP CLUSTER 4, LLC,
a Delaware limited liability company
By: WEST VILLAGE COMMUNITY PARTNERSHIP II, LLC,
a Delaware limited liability company,
its Managing Member
By: CP WEST VILLAGE II, LLC,
a California limited liability company,
its Manager
By: CP INVESTMENT II REIT,
a Maryland real estate investment trust,
its Managing Member
By: ___________ _
Ron Zeff, President
WVCP CLUSTER 6, LLC,
a Delaware limited liability company
By: WEST VILLAGE COMMUNITY PARTNERSHIP II, LLC,
a Delaware limited liability company,
its Managing Member
By: CP WEST VILLAGE II, LLC,
a California limited liability company,
its Manager
By: CP INVESTMENT II REIT,
OHS West:260933715.3
a Maryland real estate investment trust,
its Managing Member
By:
---------- --
Ron Zeff, President
10
PERFORMANCE GUARANTY
THIS PERFORMANCE GUARANTY (this "Guaranty") is provided this
July _, 2010, by CP INVESTMENT FUND II, LP, a Delaware limited partnership
("Guarantor"), to THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a
California public corporation on behalf of the Davis campus (hereinafter called
"U niversity").
RECITALS
This Guaranty is given on the basis ofthe following facts and understandings of
the parties:
A. The University, as lessor, has entered into (i) that certain Student Housing
Sub-Phase Lease ("Cluster 1 Lease"), dated July _, 2010, with WVCP Cluster
1, LLC, a Delaware limited liability company ("Cluster 1 Lessee"), as lessee,
(ii) that certain Student Housing Sub-Phase Lease ("Cluster 2 Lease"), dated
July -' 2010, with WVCP Cluster 2, LLC, a Delaware limited liability company
("Cluster 2 Lessee"), as lessee, (iii) that certain Student Housing Sub-Phase
Lease ("Cluster 4 Lease"), dated July -' 2010, with WVCP Cluster 4, LLC, a
Delaware limited liability company ("Cluster 4 Lessee"), as lessee, and (iv) that
certain Student Housing Sub-Phase Lease ("Cluster 6 Lease"), dated July_,
2010, with WVCP Cluster 6, LLC, a Delaware limited liability company
("Cluster 6 Lessee"), as lessee (Cluster 1 Lessee, Cluster 2 Lessee, Cluster 4
Lessee and Cluster 6 Lessee shall be collectively referred to herein as the "Joint
Financing Lessees" and each individually as a "Joint Financing Lessee").
B. The Joint Financing Lessees are each Affiliates meeting the respective
requirements of item (iii)(b) of Section 3.4 of the Cluster 1 Lease, Cluster 2 Lease
Cluster 4 Lease and the Cluster 6 Lease (collectively, the "Joint Financing
Leases" and each individually a "Joint Financing Lease"). Any capitalized
terms used but not otherwise defined herein shall have the meaning given such
terms in the Joint Financing Leases.
C. The University has agreed to permit the Joint Financing Lessees to join as
co-borrowers in securing Joint Financing for the initial construction of the Joint
Financing Projects (i.e. the projects which are the subject of the Cluster 1 Lease,
the Cluster 2 Lease, the Cluster 4 Lease and the Cluster 6 Lease, respectively).
D. As a condition to permitting the commencement of construction on the respective
Leased Land covered by each such Joint Financing Lease the University has
required that eac4 Joint Financing Lessee provide the University, either
(x) evidence, reasonably satisfactory to University, that such Joint Financing
Lessee has funds sufficient to, and which are immediately available to such Joint
Financing Lessee for, the purposes of funding the construction of the respective
Project being constructed by such Joint Financing Lessee, or (y) this Performance
OHS West:260946320,3 -1-
Guaranty and, in satisfaction of such condition, the Joint Financing Lessee's have
each elected to cause Guarantor to provide this Performance Guaranty.
E. As a condition to, and material consideration for entering into the Joint Financing
Leases, permitting the commencement of construction on the respective Leased
Land covered by each such Joint Financing Lease and in satisfaction of the
requirements set forth in Section 5.13(iv) of each of the Joint Financing Leases,
University has required that Guarantor make and execute this Guaranty.
NOW, THEREFORE, IN ORDER TO INDUCE University to make and to
execute the Joint Financing Leases, and in material consideration thereof, Guarantor
agrees as follows:
1. Subject to the terms and provisions of this Guaranty, Guarantor does
hereby absolutely and unconditionally guarantee to University (a) the prompt payment of
all amounts that any of the Joint Financing Lessees may at any time owe under the Joint
Financing Leases, any extensions, renewals or modifications thereof, and (b) the full,
prompt and faithful performance by each ofthe Joint Financing Lessees of each and all of
the covenants, terms, and conditions of the Joint Financing Leases, or any extensions,
modifications or renewals thereof, to be performed and kept by any of the Joint Financing
Lessees (the foregoing items shall be collectively referred to herein as the
"Obligations"). Subject to paragraph 2 hereof, the Obligations of the Guarantor
hereunder shall survive any termination of anyone or more of the Joint Financing Leases
by reason of any Lessee Default as determined pursuant to the subject Joint Financing
Lease.
2. Limitation of Liability.
Notwithstanding the foregoing or anything to the contrary herein, in no
event shall the liability of Guarantor for the Obligations hereunder exceed the Guaranty
Liability Cap (as defined below), which Guaranty Liability Cap shall be reduced dollar
for dollar by (i) the payment by the Guarantor (whether such payment is made directly by
Guarantor or through funding to any Joint Financing Lessee) of amounts paid or payable
to third parties in accordance with the Project Budget (as defined below), and (ii) without
duplication of amounts reflected in the preceding item (i) and without reduction for
payments made by any Joint Financing Lessee, the payment by any Affiliate of Guarantor
(other than any Joint Financing Lessee), of amounts paid or payable to third parties in
accordance with the Project Budget (as defined below). This Guaranty shall remain in
full force and effect until the date (the "Release Date") the Guaranty Liability Cap has
been reduced to Zero Dollars ($0.00) in accordance with the preceding sentence,
whereupon this Guaranty shall conclusively terminate and Guarantor shall be released
from any liability or obligation hereunder. On or after the Release Date, University and
Guarantor each agree promptly to execute an acknowledgment of such release as
reasonably requested. As used herein, the term "Project Budget" shall mean the
construction budget utilized by Leasehold Mortgagee and the University in determining
the "Floor Amount". As used herein, the term "Guaranty Liability Cap" shall mean
Twenty Five Million Dollars ($25,000,000); provided, however, that upon the closing of
OHS West:260946320.3 -2-
the Joint Financing, the Guaranty Liability Cap shall be adjusted to be the positive
difference between (x) the aggregate cost set forth in the Project Budget, and (y) the
principal amount of the Joint Financing.
3. Guarantor authorizes University, without notice or demand to Guarantor
and without affecting the liability of the Guarantor hereunder, from time to time, to:
(a) Subject to the terms of the Joint Financing Leases, amend, modify,
accelerate or defer the time for performance of the Obligations or
any other provision under anyone or more of the Joint Financing
Leases, as applicable.
(b) Consent to any assignment of the interest of any Joint Financing
Lessee under such Joint Financing Lessee's respective Joint
Financing Lease or a subletting or sublettings of, or right or rights
to occupy, all or any portion of the Leased Land which is the
subject of such party's Joint Financing Lease.
(c) Take and hold security for the performance of the Obligations and
exchange, enforce, waive or release any such security.
(d) Apply such security in whole or in part and direct the order or
manner of sale thereof as University may determine in its sole
discretion.
(e) Terminate anyone or more of the Joint Financing Leases for any
reason in accordance with the terms of the subject Joint Financing
Lease(s), as applicable;
(f) Consent to any transfer or modification of any ownership interest
in any Joint Financing Lessee; and
(g) Release or substitute anyone or more of the Joint Financing
Lessees or any other guarantor or other person or entity liable in
respect of all or any part of the Obligations, including, without
limitation, in the case of a Released Lease.
University may without notice assign this Guaranty to an assignee of
University's interest in the Joint Financing Leases. The Guarantor shall not be released
by any act or event which might, but for this provision of this Guaranty, be deemed a
legal or equitable discharge of a surety, or by reason of any waiver, extension,
modification, forbearance or delay or other act or omission of University or its failure to
proceed promptly or otherwise as against anyone or more ofthe Joint Financing Lessees,
Guarantor or any other guarantor or other person or entity liable in respect of all or any
part of the Obligations, or by reason of any action taken or omitted or circumstance
which mayor might vary the risk or affect the rights or remedies of Guarantor (or any
other guarantor or other person or entity liable in respect of all or any part of the
OHS West:260946320.3
-3-
Obligations) against any of the Joint Financing Lessees, or by reason of any further
dealings between any of the Joint Financing Lessees and University, whether relating to
the any of the Joint Financing Leases or otherwise, and Guarantor does hereby expressly
waive and surrender any defense to its liability hereunder based upon any of the
foregoing acts, omissions, things, agreements, waivers or any of them, it being the
purpose and intent of this Guaranty that the obligations Guarantor hereunder are absolute
and unconditional under any and all circumstances.
4. The liability of Guarantor hereunder shall be primary and University may
proceed against Guarantor under the terms of this Guaranty without commencing any
action against or joining anyone or more of the Joint Financing Lessees or any other
guarantor or other person or entity liable in respect of all or any part of the Obligations,
and without taking any action against or applying any security held; provided, however,
that University shall not proceed against Guarantor under this Guaranty until all
applicable notice and cure periods under the subject Joint Financing Lease have expired
without a cure being fully effected. Guarantor hereby expressly waives all suretyship
rights or defenses described in the California Civil Code, or any other statute or
applicable law of any jurisdiction applicable to Guarantor, and any other defenses
Guarantor may have to enforcement of this Guaranty. Without limiting the generality of
the foregoing, Guarantor hereby expressly waives any and all benefits and defenses under
California Civil Code Sections 2809,2810,2819,2839,2845,2847,2848,2849,2850,
2859, 2899 and 3433, including, without limitation, any right to require University to
(a) proceed against anyone or more of the Joint Financing Lessees or any other guarantor
or other person or entity liable in respect of all or any part of the Obligations, (b) proceed
against or exhaust any security whether furnished by a Joint Financing Lessee or any
other guarantor or other person or entity liable in respect of all or any part of the
Obligations (including, without limitation, any right to require University to proceed
against security furnished by any Joint Financing Lessee prior to proceeding against
security furnished by the Guarantor or any other guarantor or other person or entity liable
in respect of all or any part of the Obligations), or (c) pursue any other remedy
whatsoever. Guarantor does also hereby expressly waive any and all benefits and
defenses under California Code of Civil Procedure Section 726 which, among other
things, would otherwise require University to exhaust all of its security before a personal
judgment may be obtained for a deficiency and would limit the liability of Guarantor
after a judicial foreclosure sale to the difference between the obligations guaranteed
herein and the fair market value of the property or interests sold at such judicial
foreclosure sale.
5. The obligations of Guarantor hereunder are independent of the obligations
of the Joint Financing Lessees and a separate action or actions may be brought and
prosecuted against the Guarantor whether or not action is brought against any of the Joint
Financing Lessees or any other guarantor or any other person or entity liable in respect of
all or any part of the Obligations, or whether or not any of the Joint Financing Lessees or
any other guarantor or any other person or entity liable in respect of all or any part of the
Obligations be joined in any such action or actions, or whether or not any judgment has
OHS West:260946320.3
-4-
been obtained against any ofthe Joint Financing Lessees or any other guarantor or any
other person or entity liable in respect of all or any part of the Obligations.
6. With the exception of full performance and discharge of the Obligations,
Guarantor waives any defense arising by reason of any discharge or limitation on the
liability of anyone or more of the Joint Financing Lessees or any other guarantor or any
other person or entity liable in respect of all or any part of the Obligations, or any
disability, lack of authority, or termination of existence of Guarantor or anyone or more
of the Joint Financing Lessees or any other guarantor or any other person or entity liable
in respect of all or any part of the Obligations, or by reason of the bankruptcy,
insolvency, reorganization or other debtor's relief afforded to Guarantor or anyone or
more of the Joint Financing Lessees or any other guarantor or any other person or entity
liable in respect of all or any part of the Obligations pursuant to the present or any future
provisions of the United States Bankruptcy Act or any other state or federal statute.
Guarantor waives any defense it may acquire by reason of University's election of any
remedy against Guarantor or anyone or more ofthe Joint Financing Lessees or any other
guarantor or any other person or entity liable in respect of all or any part of the
Obligations.
7. Until the Obligations have been discharged in full, Guarantor shall have
no right of subrogation with respect to this Guaranty, and waives any right to enforce any
remedy which such Guarantor now has or may hereafter have against anyone or more of
the Joint Financing Lessees or any other guarantor or any other person or entity liable in
respect of all or any part of the Obligations, and waives the benefit of, and any right to
participate in, any security now or hereafter held by University from anyone or more of
the Joint Financing Lessees or Guarantor or any other guarantor or any other person or
entity liable in respect of all or any part of the Obligations, except to the extent such
security remains after discharge of the Obligations in full. If, notwithstanding the
foregoing provisions, any amount shall be paid to the Guarantor on account of any of the
rights and claims referenced in the preceding sentence and either (i) such amount is paid
to Guarantor at any time when the Obligations shall not have been paid or performed in
full, or (ii) regardless of when such amount is paid to Guarantor, any payment made to
University by anyone or more of the Joint Financing Lessees or Guarantor or any other
guarantor or any other person or entity liable in respect of all or any part of the
Obligations is at any time determined to be a voidable transfer (as defined in Section 12
below), then such amount paid to the Guarantor shall be held in trust for the benefit of
University and shall forthwith be paid to University to be credited and applied against the
Obligations, whether matured or unmatured, in such order as University, in its sale but
reasonable discretion, shall determine.
8. Guarantor waives all rights and defenses arising out of any election of
remedies by University, even though such election of remedies may have altered,
eliminated or otherwise impaired Guarantor's rights of subrogation and reimbursement, if
any, against anyone or more of the Joint Financing Lessees or any other guarantor or any
other person or entity liable in respect of all or any part of the Obligations, whether by
equity, operation of law or hereafter arising.
ORS West:260946320.3
-5-
9. Without limiting the obligations for notice set forth in Section 21.1 of each
of the Joint Fi"nancing Leases, Guarantor waives all presentments, demands for
performance, notices of non-performance, protests, notices of protest, notices of dishonor
and notices of acceptance of this Guaranty and of the existence, creation, or incurring of
all or any part of the Obligations now existing or hereafter arising.
10. Guarantor acknowledges that it has access to and knowledge of all
information relevant to the financial condition of the Joint Financing Lessees and
Guarantor waives any right to notice from University ofthe condition of anyone or more
of the Joint Financing Lessees or anyone or more of the Joint Financing Leases.
Guarantor authorizes University, in its sole discretion, with or without notice to
Guarantor and without affecting the liability of Guarantor hereunder, from time to time,
before, upon or after any default under anyone or more of the Joint Financing Leases to
(a) accept security for the performance of the Obligations of the defaulting Joint
Financing Lessee or any other guarantor or any other person or entity liable in respect of
all or any part of the Obligations; (b) release or accept security in such terms as
University in its sole discretion shall determine; (c) apply such security and direct the
order or manner of sale thereof; and (d) release, substitute or add one or more other
guarantors; and Guarantor expressly waives any defense or benefit available to such
Guarantor as a result of the exercise of nonjudicial or judicial remedies against anyone or
more of the Joint Financing Lessees or any other guarantor or any other person or entity
liable in respect of all or any part of the Obligations, or against any such party's property,
and further expressly waives any defense or benefit arising out of any impairment of the
rights of subrogation of Guarantor and/or the rights of Guarantor to proceed against any
one or more of the Joint Financing Lessees or any other guarantor or any other person or
entity liable in respect of all or any part ofthe Obligations, or against any such party's
property.
11. Guarantor represents and warrants to University that:
(a)
(b)
(c)
ORS West:260946320J
Any financial reports of Guarantor or anyone or more of the Joint
Financing Lessees heretofore furnished to University accurately
reflect the matters contained therein in all material respects;
There are no actions, suits or proceedings pending, or, so far as
Guarantor is advised, threatened against Guarantor which create a
material risk that Guarantor will not have the financial capacity to
perform under this Guaranty;
Neither execution or delivery of this Guaranty, nor compliance
with the terms hereof, will conflict with or result in the breach of
any law or statute nor constitute a breach or default under any
agreement or instrument to which Guarantor may be party, or
result in the creation or imposition of any charge or lien upon any
property or assets of Guarantor;
-6-
(d) This Guaranty constitutes a valid and binding obligation of
Guarantor enforceable against Guarantor in accordance with its
terms; and
(e) It has the authority to execute this Guaranty.
12. If any payments of money or transfer of property made to University by
anyone or more of the Joint Financing Lessees or any other guarantor or any other
person or entity liable in respect of all or any part of the Obligations, or any maker or any
endorser would, for any reason, subsequently be declared to be fraudulent (within the
meaning of the state or federal law relating to fraudulent conveyances), preferential or
otherwise voidable or recoverable, in whole or in part, for any reason under the United
States Bankruptcy Act or any other federal or state law (hereinafter collectively called
"voidable transfer"), and University is required to and actually does repay or restore any
such voidable transfer, or the amount or any portion thereof, then as to any such voidable
transfer or the amount repaid or restored and all costs and expenses of University related
thereto, including reasonable attorneys' fees, the liability of Guarantor hereunder shall
automatically be revived, reinstated or restored and shall exist as though such voidable
transfer(s) had never been made to University. In the event University shall have
returned this Guaranty to Guarantor and subsequently be required to restore or repay any
such voidable transfer, or any portion thereof, Guarantor shall remain liable as provided
herein to the same extent as if this Guaranty had not been returned to Guarantor.
13. Guarantor shall not assign this Guaranty or delegate any of its respective
duties or obligations under this Guaranty, either directly, indirectly or by operation of
law, without first obtaining University' prior written consent, which consent may be
withheld in University' sole and absolute discretion. Subject to the foregoing, this
Guaranty shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, administrators, successors, and assigns.
14. Guarantor shall provide University with quarterly unaudited financial
statements for Guarantor within sixty (60) days following the end of each calendar
quarter, and annual audited financial statements for Guarantor within one hundred and
twenty (120) days following the end of each calendar year. All such financial statements
shall include schedules reflecting a balance sheet, income statement and changes in
financial condition and be in sufficient detail to allow University to understand the then
current financial condition of Guarantor.
15. This Guaranty shall be enforceable by University in accordance with the
law of the State of California and shall be construed in accordance therewith. Guarantor
agrees to pay reasonable attorneys' fees and all other costs and expenses which may be
incurred by University in the enforcement of this Guaranty.
16. No failure on the part of University to pursue any remedy hereunder or
under anyone or more of the Joint Financing Leases shall constitute a waiver on its part
of the right to pursue said remedy on the basis of the same or a subsequent breach.
OHS West:260946320.3 -7-
17. Should anyone or more provisions ofthis Guaranty be determined to be
illegal or unenforceable, all other provisions shall remain in effect.
IN WITNESS WHEREOF, this Guaranty has been executed by the Guarantor
effective as of the date first written above.
[Signatures Continue On Following Page]
OHS West:260946320.3 -8-
OHS West:260946320.3
GUARANTOR:. CP INVESTMENT FUND II, LP,
a Delaware limited partnership
By: CARMEL PARTNERS GP II, LLC,
a Delaware limited liability company,
its General Partner
By:
Ron Zeff, Managing Member
-9-
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
No\ ' - ~ r 2006
EXECUTIVE SUMMARY 1-3
CORE PRINCIPLES 5-7
The Region 8-9
The Site 10-11
The Building and Garden 12-13
DEVELOPMENT PLAN 15
Master Plan 16
Illustrative Master Plan 17
Development Program 18
land Use Plan 19
Precincts 20-21
Site Circulation 22-23
Open Space 24-25
PLACES AND PRECINCTS 27
Village Square 28-29
'The Ramble 30-31
Swales and Ponds 32-33
The Boulevards 34-35
PROTOTYPES 37
Street Typologies 38-41
Building Prototypes 42-51
landscape Typologies 52-55
INFRASTRUCTURE 57-59
NEXT STEPS 60-61
ACKNOWLEDGEMENTS 62-63
Exhibits within this document are illustrative. Concepts will continue to be refined consistent with
the design principles of the adopted Implementation Plan and in conjunction with U.C. Davis staff.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
EXECUTIVE SUMMARY
With the adoption of the Neighborhood Master Plan in November. 2003, the
University of California, Davis re-invented the idea of a campus community.
Located adjacent to the core campus, West Village is an approximately 220
acre new mixed use district integrating student, faculty and staff housing and
educational facilities, all centered on a civic Village Square. The West Village
Implementation Plan incorporates affordable housing in a neighborhood setting,
strengthens on-campus involvement, and creates a distinctive place to live in a
pedestrian oriented, bike-friendly environment.
The West Village Master Plan is a response to the substantial growth in the
number of students, faculty and staff on the Davis campus, and rapidly escalat-
ing housing costs, which together have forced campus affiliates to seek hous-
ing outside of Davis. The West Village residences and apartments provide
new choices for those who desire to live, work, and recreate in a sustainable
residential neighborhood that is seamlessly integrated with UC Davis' core
activities.
This Implementation Plan is based on three core principles:
Housing Affordability - provide new housing for faculty and staff offered
at below market prices, and expand the choices for student rental apart-
ments;
Environmental Responsiveness - integrate sustainable design into the
site plan and building designs to enable those living in West Village to reduce
their reliance on the automobile, limit energy consumption, and enjoy the ben-
efits of the local climate in a healthy environment; and
Quality of Place - create a network of open spaces, parks, gardens, path-
ways and courtyards that promote the attributes and character of traditional
Davis neighborhoods.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 20'
The West Village Phase I Implementation Plan establishes the community
design and infrastructure phasing to realize the goals and principles identified
in the approved Neighborhood Master Plan. The University will also use
this document to review final designs for consistency with the concepts
contained in the approved Implementation Plan. Crafted by the UC Davis West
Village Steering Committee and the selected master developer, West Village
Community Partnership LLC, the Plan includes the following components in
Phase I:
Rental Apartment Student Housing - Apartment-style housing for up to
1,980 students (including housing above commercial space);
For-sale Faculty/Staff Housing - Approximately 312 units consisting of the
following unit distribution:
272 homes with affordability restrictions (approximately 60% may have
second unit cottages or "grad flats"); and
40 homes not subject to price restrictions.
Mixed Use - 45,000 square feet of ground floor commercial/office/service
space with housing above;
Infrastructure - On-site infrastructure including:
Roads, water, sewer, storm drainage, telecommunications, natural gas
and electrical service;
A Village Square at the heart of the neighborhood;
Neighborhood parks;
Greenbelts, paseos and drainage features;
Bikeways and bus routes that link the neighborhood to the heart
of campus; and
Habitat and drainage ponds.
Educational Facilities and Recreation Fields - Prepared pad sites for the
following programs:
A pre-school/day care facility;
Recreation fields for university-wide recreation, intramural sports and the
West Village community;
60,000 square feet of buildings for the Davis Center of the Los Rios
Community College District; and
A satellite high school for the Davis Joint Unified School District.
Phase II .
... .
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WEST VILLAGE IMPLEMENTATION PLAN
UCDAV15
November 2006

N
o 30D' 120D' EB
ILLUSTRATIVE PLAN
ILLUSTRATIVE DIAGRAM
EXECUTIVE SUMMARY
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
Nov ~ r 2006
CORE PRINCIPLES
The Implementation Plan builds upon the village character described in the
Neighborhood Master Plan. Three main principles - Housing AffordabiI ity,
Environmental Responsiveness and Quality of Place - are rigorously applied at
the regional, site, and building scale. West Village is designed to be a community
that actively responds to the local Davis climate and integrates buildings
with the landscape. The plan establishes a series of memorable garden and
courtyard "rooms" that support outdoor eating, meetings, games, conversation
and group study sessions.
The Region
The Site
The Building and Garden

Three core principles guide the site and building design for the Implementation
Plan:
Housing Afrordability - by building affordable housing on University land,
West Village provides a unique opportunity to attract and retain the highest
quality faculty and staff to UC Davis. Located within easy biking distance to
the core campus and downtown Davis, West Village is designed to contribute
to the vitality of the University and the Davis community, reduce regional traffic
on roads and highways, and offer high quality design. Residences include:
3 and 4 bedroom faculty and staff for-sale homes that include private
gardens/courtyards;
Re-sale price restrictions to maintain affordability over time;
Energy saving construction to reduce monthly bills;
Apartments for upper classmen students that offer an independent
lifestyle and are priced competitively with existing market-rate apartment
units located within walking and bicycling distance to campus.
Environmental Responsiveness - promote site and building deSigns that
are adapted specifically to the local climate. This design strategy inherently
supports energy and water conservation at every scale. Specific features
include:
Landscape drainage swales, basins, innovative street sections and building
configurations that are designed to detain storm water runoff on site;
An open space buffer that promotes new habitat opportunities;
Multiple bicycle and pedestrian paths to the village square, as well as
convenient transit connections to campus and the Davis community that
minimize auto use by all residents;
Open space corridors, courtyards, and gardens between buildings to help
channel cooling breezes;
Buildings positioned to optimize cooling through cross ventilation and
shading devices designed to limit solar gain;
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
Building designs maximize natural light; and, therefore, require less energy
to operate.
A neighborhood village center that supports its residents without relying
on daily car use.
Quality of Place - create a network of connected open areas that foster
outdoor interaction and recreation. Each of these parks, fields, courtyards,
gardens and agricultural buffers relates to particular building patterns that
define four distinct precincts. Specific features include:
The Village Square centered at the heart of the community - reinforced
by key intersections of streets and pathways - will foster interaction
among all residents of West Village.
A combination of services and amenities in the Square will
encourage resident faculty, students and staff to live, work and play in the
neighborhood;
Building courtyards and gardens to encourage socializing, passive
recreation and informal learning spaces.
CORE
PRINCIPLES
APPLIED AT
ALL SCALES
Housing
Aff'ordability
Environmental
Responsiveness
Quality
of Place
REGION
New Housing Choices at
Affordable Rates
fIi'IIIiI
..
.
,.
Stormwater Maintained On-Site
Lessening Neighborhood Impacts
Link to Existing Regional Open
Space and Bike Trails
WEST VILLAGE IMPLEMENTATION PLAN

No' !r 2006
..
T
..
,..
...
,..
SITE
Compact Planning Provides
Efficient use of Infrastructure

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Open Space and Street
Framework convey Water to
On-Site Ponds - Stormwater
Cleansed On-Site
Opportunities for Active and
Passive Recreation Encourages
Social Interaction
..
,..
..
,..
..
,..
BUILDING
and
GARDEN
Cost Effective Materials and
Reduction in Energy Use
through Orientation and Sun
Shading
Building Lot Drainage directed
to Local Bioswales
Garden Patios allow for Family
Activities, Entertaining and
Neighborly Interaction
CORE PRINCIPLES
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
THE REGION
Housing Affordability:
West Village creates new. affordable residences to accommodate
the specific needs of faculty. staff and families. and for non freshmen
students who want to work and study in Davis.
Enable those affiliates seeking close-in housing to reduce their daily
commute costs;
Significantly increasing the supply of for-sale and rental housing will
impact the supply/demand ratio and increase housing choices in the
Davis market.
Environmental Responsiveness:
West Village combines close-in. compact development with the
preservation of regionally significant agricultural land. UC Davis
facilitated the placement of an agricultural conservation easement
on 300 acres of agricultural land along the Interstate 80 corridor
between Davis and Dixon. This easement enables viable agriculture
in perpetuity and provides a valuable buffer between the cities of
Davis and Dixon. West Village brings to fruition a multi-jurisdictional
partnership that preserves agricultural land in a way that will maintain
distinct boundaries between two cities in the region.
Create a new mixed use village model based on environmentally
responsive site planning. drainage and open space systems that may
become a model for other communities in the region.
Quality of Place:
West Village maintains key physical attributes of the Davis area through
higher density site planning. in proximity to agriculture buffers and
natural habitats.
Integrate bike. pedestrian and transit service that extends the existing
circulation networks in Davis.
9 .
~ ~
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
NoV( . 2006
, .
~ ~
. ~ ~ ~ , , " " I
WEST VILLAGE AND STRATEGIC AGRICULTURAL LAND CONSERVATION
UC Davis launched a multi-jurisdictional partnership to secure the 300 acre
. McConeghy Ranch and preserve its use as agriculture, creating an open land buffer
Rl between growing communities in the Sacramento Valley.
N
o 1/4 1:2 I Mile EB
REGIONAL CONTEXT
ILLUSTRATIVE DIAGRAM
CORE PRINCIPLES
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
THE SITE
Housing Affordability:
Design efficient block sizes, streets and standard lot dimensions to
minimize infrastructure costs.
Reduce operating costs through appropriate lot orientation.
Environmental Responsiveness:
Maximize on-site water retention through use of swales, detention basins
and vegetation.
Integrate open space and recreational system with stormwater
management, habitat creation, and edge buffers.
Derive site and architectural designs that respond to local climate and
place and lower energy consumption.
Provide pedestrian protection from winter rains.
, Maximize outdoor living.
Orient lots to optimize solar control options - provide shaded usable
outdoor spaces.
Orient lots and buildings to capture prevailing breeze - provide open
space corridors to channel breeze.
Quality of Space:
Create distinct precincts to foster a sense of community and establish
neighborhood identity.
Maintain an overall sense of continuity and connectedness in the West
Village site development, street patterns and open spaces.
Establish clear precinct boundaries through varied setbacks, landscaping
and building orientation.
Create a hierarchy of connected outdoor "rooms"- leading from public
pathways and parks, semi-private spaces such as entry areas and gardens
oriented to streets or greenways, and private spaces such as internal
courts and yards private spaces such as internal courts and yards.
Emphasize bike and pedestrian connections to access parks, civic
activities and gathering places.
II
Green Swale.Typical _
West Buffer ......
EastlWest Streets I " \ ~ : - - . - . . . - - - - - - . . . .
for Solar Access
Sunset
PM
-
..
----)
........ ~

TEACHINGAND
RESEARCH FIELDS
(Periodic Storm Water Storage)
Seasonal/Perennial Wetlands
(Stonn Water Storage)
Primary Drainage Way
Secondary Drainage Way
High Point
~
~
)
C :::>
~
Phase II
Existing Traffic from CA-113
ExistingTraffic from Local Streets
Sun Direction
'Delta Breeze" from Southwest
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
Nove - 2006
~
- Parks/Recreation
Buffer/Open Space
~ Neighborhood Parks
UCDAVIS
CAMPUS
CORE
Sunrise
AM
Connected Courtyards.
Typical
N
o 300' 600' 1200' EB
SITE ENVIRONMENTAL RESPONSIVENESS
ILLUSTRATIVE DIAGRAM
CORE PRINCIPLES
THE BUILDING AND GARDEN
Housing Affordability:
Establish and maintain resale appreciation restrictions.
Limit the number of building types to achieve cost efficiency.
Design building layouts with the highest net to gross square feet to
maximize usable square footage.
Focus architectural detail on entrances and building corners.
Use of cost effective yet durable materials such as cement fiber board
(i.e. hardiplank). stucco. and metal.
Maintain standard sizes for kitchens. bathrooms. window openings. shade
devices. etc to achieve maximum cost effectiveness.
Environmental Responsiveness:
Derive architecture in response to environmental forces.
Control solar access to limit summer heating and encourage winter
warming -- use shade devices to provide summer shade and winter sun.
Locate and size openings appropriate for use and orientation.
Integrate landscape to provide summer shade and to transmit winter sun
- locate appropriate plant species and ancillary structures to control solar
access.
Maximize ventilation - facilitate cross ventilation wherever possible.
Provide space between buildings - provide opportunities for outdoor
living.
Minimize building footprint - maximize landscape elements.
Incorporate materials from renewable sources.
Orient building and rooftops to accept active solar technology.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
Quality of Place:
Create a positive street front environment:
front doors and common living spaces facing the street.
front garden patios that enhance accessibility.
orientation responds directly to solar gain and shade.
invigorate the pUblic life of the street.
Provide outdoor opportunities for social activities - thoughtful design of
private and public spaces and interconnection of public and private zones.
Use of color to create identity.
Offer multiple elevations for each building type.
II
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Shade Trees in Alley . r .{,
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Shade Devices on Windows
Responding to Summer and
Winter Solar Conditions
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Shade Trellis at Entry
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Drought Tolerant, Low --- - ....
Maintenance Planting
Reduced Building Footprint to
Maximize Available Outdoor
Space
Garage with Possible Cottage
Unit Above
Private Courtyard as
Extension of Entertaining Space

Alley
Shade Trees in Alley ------.....
SFD TYPE I ALLEY LOADED TOWNHOUSE SECTION
...--
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The Majority of Lots Oriented
North-South to Allow Cooling
by Prevailing Breeze
Shade Trees and Parkway
Planting
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Expansion of Indoor Living
Space
"'" '/ Public Sidewalk
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SFD TYPE I - ALLEY LOADED TOWNHOUSE - PLAN
,
Public Street with Continuous
Parallel Parking
West Village architecture integrates buildings and gardens, Buildings face the street for safety, security, and sociability. At the same time, the
buildings take their form, materials. and attitude from the regional environment and climate.
The effect will be a traditional street front environment with contemporary. environmentally responsive buildings. This approach embraces Davis'
traditional neighborhoods and its innovative environmental spirit.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
Nov 'r 2006
BUILDING AND GARDEN DIAGRAMS
ILLUSTRATIVE DIAGRAM
CORE PRINCIPLES III
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
DEVELOPMENT PLAN
The Development Plan sets the parameters for the project - identifying land
uses, building program, street and bike path circulation, and open space network
for the site. All these components have been arranged in order to maximize
the core principles of Housing Affordability, Environmental Responsiveness and
Quality of Place. The success of the West Village Master Plan also relies on
setting the right block sizes and building lot pattern, which in turn influence
both the orientation and particular feel for each precinct. Finally, the placement
of the Village Square in the heart of the neighborhood, with the primary streets
and pedestrian paths converging on the Square, further reinforces the Square's
importance as the signature element for the entire West Village community.
Master Plan
Development Program
Land Use Plan
Precincts
Site Circulation
Open Space
THE
- i l O ~
SWALES
AND
PONDS
---
--
VlCLAGE
SQUAR.E
-
....,..
THE
RAMBLE
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 200
"'- <-.0
-
MASTER PLAN
West Village is a distinctive campus community: Walking and bicycling is
prevalent. Outdoor meetings and informal study sessions in the courtyards
are encouraged. Individuals and families who live and study here can explore
habitat areas and plant small community gardens. Bioswales capture water
runoff in a series of seasonal wetlands. The residences have forms reminiscent
of vernacular Davis houses, while responding to local climate with screens and
trellises to limit solar gain and provide greater sunlight in the winter months.
West Village responds to varied lifestyles by providing a mix of detached
homes and mixed-use residences. Retail and civic uses are concentrated
around the Village Square which, along with the community's parks and greens,
offer opportunities for social gatherings such as festivals, harvest markets, and
university-related activities.
Phase II Phase I
( .
Seasonal Wetlands !? _--_r' o
Seasonal/Perennial
Wetlands
, -F East Buffer
-, -; -. . ... , ... ?t,. ..IJ. t:.;1!--
GreenSwale .. ... ... '4
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Sunset Park ,t::
and PreschooV
Day care
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Community Park ' . . ' . . . . .. , . , . Mixed Use Buildings . otII . '!IQ ... '" fii\IR
.. ':P'?C";;
l: ... ... - .... . - * . - .... ... - - . - - _. .. ... .. . . 'i':-:>
West Buffer ."o
Recreation Fields W 4:..totli L
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
"":'"' Recreation Facility
" .
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!', Satellite High School
. .t- :'"7 Ramble Greenway
' -1'.' -'Y.{'!J"!?'- .. # -. - , .
,,,(Ii, : .... oF ' .t Community College
East Buffer/Parking
l( "* Entry Road
N
o 300' 600' 1200' EB
ILLUSTRATIVE MASTER PLAN
ILLUSTRATIVE DIAGRAM
DEVELOPMENT PLAN
PROGRAM * PHASE I PHASE 2 TOTAL
0
Faculty/Staff Housing (units) 312 163 475 units
-
Student Housing (beds) 1,842 1,020 2,862 beds
-
Faculty/Staff Flex**
- Mixed Use
Retail/Office Space (sJ.) 45,000 0 45,000s.f.
Mixed Use Housing (beds) 138 138 beds
-
Educational (a.s.f.) 80,000 0 80,000 a.s.f.
Los Rios Community College 60,000
-
Satellite High School 15,000
Pre-School/Day Care Facility 5,000
-
Public Safety Station (s.f.) 0 20,000 20,000 s.f.
0
Buffer Landscape (acres) 16.87 16.21 33.08 acres
Parks/Recreation (acres) 13.36 17.67 31.03 acres
Parks 5.75 3.38 9. 13
Recreation Fields 7.61 14.29 21.90
* Areas, unit count and mix subject to change
**The faculty/staff flex overlay designation provides flexibility to adjust land use designations betweeen faculty/staff housing and student housing. subject to not exceed 500 units of faculty/staff housing and
3,000 beds of student housing
DEVELOPMENT PROGRAM
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 200'
Phase II Phase I
-- _ .- - --- -- - - -- - - - .- - .- . - - - - - _ ._ ._. __ .. - , -- - 4 - - - - - - -- .- - - -
* Note:
TEACHINGAND
RESEARCH AElDS
Day care, Parks, Paseos and Open Space are allowed
uses in areas zoned for Residential.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
TEACHING AND
RESEARCH FIELDS
,
,
fi)
UCDAVIS
CAMPUS
CORE
o 300' 600' 1200'
N
EB
LAND USE PLAN
ILLUSTRATIVE DIAGRAM
DEVELOPMENT PLAN II
THE
BOULEVARDS
--.
SWALES
AND
PONDS
"-"'-'NO
_ ....
VILlAGE
SQUARE

'" '""'"
"
THE
RAMBLE
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 20r
""""'"
'''''''' ",.,
PRECINCTS








Create distinct precincts for identity and orientation within West
Village.
Vary the mix of building types and open spaces by precinct to foster
distinctive neighborhood identity.
Respond to a wide variety of lifestyles and family needs.
Aggregate amenities and social activities near special gathering places.
Concentrate retail to generate maximum vitality and pedestrian activity.
Design opportunities for festivals. gatherings and university-wide
activities.
Utilize material and color palettes to promote consistency and harmony
within the precincts as well as throughout West Village.
Use consistent street character to maintain continuity in the West Village
development.
II
VILLAGE SQUARE
ILLUSTRATIVE DIAGRAM
WEST \/ H .. tAGf IMPLEMENTATION PLAN DEVELOPMENT PLAN
UC%)AVlS
November 2006
SWALES
AND
PONDS
- -
N ~ M b I
-
""'"
THE
RAMBLE
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2or-
""-
c.....
<000
SITE CIRCULATION
INTERCONNECTED PEDESTRIAN/BICYCLEITRANSIT







Create a comprehensive, continuous circulation network for bicycles and
pedestrians, integrated with open space and buffers.
Design efficient roadway system with clear hierarchy of streets,
pedestrian and bicycle facilities, and minimized pavement widths.
Provide for both recreational and commuter bicyclists.
Extend visual and physical connections to the campus core through
efficient transit and bicycle/pedestrian facilities.
Optimize building accessibility for all reSidents, workers, and visitors.
Locate transit stops within a 5 -10 minute walk of all homes and rental
units.
Provide transit frequencies that are synchronized to accommodate class
schedules.
II
TEACHING AND
RESEARCH FIElDS
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HUTCHISON DRIVE
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Existing and Proposed Streets CENTER
6'Wide Bike Lane
(Incorporated into Street ROW)
8' Wide Bike/Pedestrian Path
12' Wide Bike/Pedestrian Path
Emergency Vehicle Access Lane
20'Wide Bike/Pedestrian Path
Emergency Vehicle Access
Transit Route
=
Existing Bike Lane
Existing Bike Overpass
"...,.,..,.".
Existing Bike Connector
Parks/Recreation
Buffer/Open Space
TEACHING AND
RESEARCH FIELDS
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
UC DAVIS
CAMPUS
CORE
o 300' 600' 1200'
N
EB
SITE CIRCULATION PLAN
ILLUSTRATIVE DIAGRAM
DEVELOPMENT PLAN
-_.
SWALES
AND
PONDS
_ ....
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.-
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THE
RAMBLE
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 201"
~ ...
~
"'"
OPEN SPACE
INTERCONNECTED GREENWAYS
Create opportunities for multiple use of open spaces within the project.
Integrate a variety of gardens. landscapes and habitats of varying scales
(groves. swale/ponds. ramble. parks. courtyards).
Create habitat opportunities.
Combine landscape elements with building spaces.
Combine open space amenities with circulation systems.
Provide a variety of recreational opportunities.
Establish a connected network of open spaces from private courtyards to
public streets to public open space and parks
II
Phase II Phase I
c
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-
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HABITAT AND OAAIWGE PONDS
TEACHING AND
RESEARCH FIElDS
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WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
-, .
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UC DAVIS
CAMPUS
CORE
o 300' 600' 1200'
N
EB
OPEN SPACE PLAN
ILLUSTRATIVE DIAGRAM
DEVELOPMENT PLAN
WEST VILLAGE IMPLEMENTATION PLAN
UCDAYIS
NoVf . 2006
PLACES AND PRECINCTS
A key to elevating the "sense of community" is to build smaller; identifiable
precincts within the larger West Vi "age neighborhood. The precinct pattern
is established through varied street types and widths; the size. shape and
number of open spaces; the mix of different building types; and the consistency
of building materials. heights and setbacks. which taken together combine to
establish a special physical identity. These distinctive physical patterns foster
a heightened sense of community responsibility and interaction. West Village
includes four distinct precincts:
Village Square
The Ramble
Swales and Ponds
The Boulevards

Key Plan
1
I '
--,
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
\ __ LAGE SQUARE
The Village Square is the heart of West Village, bringing together services, entertainment. civic
activities, classrooms and residential living around a common open space. The Square is
designed to be active day and night. with students gathering to study at the coffee shop before
and after class; parents and their children strolling along the main retail street; and families
walking home after and evening outdoor concert This precinct is slated to become the future
home of Los Rios Community College, as well as a potential future satellite high school. The
activity generated by the students, faculty and staff trom the Los Rios Community College will
help activate the Square during the day and early evening hours .
... , ..

I
Fountain
Tree Grove with Area for Farmer's
Market or Neighborhood Fair
Steps for Seating and Informal
Amphitheater
l.
c c .. 7 Dining/Gathering Area with Bike Parking
Integrated amongst the Formal Tree Allee
. L.:::: Informal Lawn Area
- ' ". - --Connection from Student Housing
Wi.
.. ",. Leasing and Recreation Building
. ... ""
:. 11( .. Outdoor Study Rooms
I' .. . '
--- . . - .. __ Garden Areas with Informal Tree Planting
..
VILLAGE SQUARE ENLARGEMENT

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Mixed Use Buildings and the Leasing/Rec Center define the Village Square open space.
Two major parts to the Square - a grove for sitting and eating, and the terrace for
relaxing and watching performances.
Maintain direct pedestrian and bike connections from the other precincts into the Square
Emphasize pedestrian activity. and locate auto parking and bicycle storage primarily to the
backs of the buildings.
Size sidewalks to accommodate outdoor eating and sitting.
Establish an active street edge to the main entrance into the Village.
PLACES AND PRECINCTS
Shade structures responding
to summer and winter solar
conditions
Light colored materials for --------____
bUilding, walls and roof
Operable windows to capture - -----....
'Delta Breezes'
Low-E insulated windows --------,
Widened sidewalks with trees,
benches and tables promote
social activity at cafe and retail
Shade canopy provides
sunshade and rain cover
Mixed-use buildings frame the Village Square,
providing commercial store fronts for retail,
offices and services on street level, with
residential units on the upper floors.
WEST VILLAGE IMPLEMENTATION PLAN
UCDllvtS
Nov' - 2006
VILLAGE SQUARE
ILLUSTRATIVE DIAGRAM
PLACES AND PRECINCTS
... ,t. .
.. -... .....

----- --
/'.

Key Pla-;I-/
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
-. E RAMBLE
The Ramble is the central spine linking the student housing. This long, meandering space is
broken into a series of grassy yards, terraces, Picnic spots, barbecue pits, and volleyball courts.
The Ramble offers a hub of activity, espedally in the later afternoon and early evening as
students relax with their friends .
.,: ..
[

COURTYARD ENLARGEMENT
.... - Entry to Ramble
.
;, ", r Ramble Bike Path
..
Bike Parking
Lawn for Informal Play
Outdoor Dining and
Gathering Space with
Seating and Barbecues
Precinct Concepts
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Align a central bike and pedestrian
spine between Hutchison Boulevard
to the existing bike bridge, along
with a commuter "bikebahn" on the
Eastern boundary to serve express
bicycle movement.

- -
Establish smaller entry courtyards
surrounded by a cluster of 3-4
buildings.
Provide sitting, eating and recreation
spaces in the courtyards.
Orient building clusters to capture
summer breezes and shade
courtyards.
Locate stairways and bicycle parking
in the courtyards to maximize social
interaction.
Locate parking to the perimeter of
the site, primarily along the highway.
PLACES AND PRECINCTS III
Shade structures responding to
summer and winter solar conditions
Light colored materials for building,
walls and roof
Operable low-E insulated windows
to capture 'Delta Breezes'
Roof overhang provides shade
Entry and stair express identity and
promotes social interaction
Building entries enliven the courtyard
and provide views
Courtyards with trees, benches and ----..
tables promote social activity
Meandering bike/pedestrian path
Architectural accents give identity to
the building clusters along The Ramble
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
Nov "r 2006
THE RAMBLE
ILLUSTRATIVE DIAGRAM
PLACES AND PRECINCTS
Key Plan
SWALES AND PONDS
The Swales and Ponds neighborhood consists primarily of single
family homes oriented toward a wide green swale and "green
streets" that guide water runoff into the ponds to the north.
Surrounding the ponds, new habitat areas for flora and fauna are
designed to flourish alongside walking. running and biking trails.
The green swale contains native vegetation, pedestrian paths,
open play areas and stepped weir struaures that perform double
duty: to collea stormwater runoff during the rainy season and to
provide seating during the dry season.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
Precinct Concepts
Integrate site drainage features as open
space amenities for residents.
Offer a variety of front and rear loaded
lots.
Orient lots and building layouts to
capture cool summer breezes and
maximize shading of backyards.
Establish direct bike and pedestrian
connections to access the neighborhood
parks and perimeter open spaces.
PLACES AND PRECINCTS II
Backyards with low fencing and --=----,
adjacent foot path promote social
interaction along the open space
Stormwater is to --,.....---,
the larger north
tt!e;,water is cleansed through;;;'
a with nativ!c, ...
wedand Dlantin2 - .
..
GREEN SWALE
Trellis at entry for shade - ------,----,
Low enclosure contains - ---...,
front garden and promotes
social Interaction
FACULTY AND STAFF HOUSING
Concrete weirs allows for ------,
overflow drainage to the
stormwater system and in the off
season provide seating along the
Green Swale
Shade structures responding
to summer and winter solar
conditions
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
NoV( - 2006
Walking and bike paths provide -------,
alternatives to automobile
transportation
Operable low-E insulated ---------,
windows to capture 'Delta
Breezes'
SWALES AND PONDS
ILLUSTRATIVE DIAGRAM
PLACES AND PRECINCTS



- ..

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L1T
Key Plan
THE BOULEVARDS
The Boulevards feature a neighborhood park, courtyards and recreational
playfields to promote outdoor activities and community life. The
neighborhood park is centrally located along the bus route and is
programmed with a myriad o( activities - volleyball courts, children's play
areas and lawns offer gathering spots (or nearby residents to relax and
recreate. Homeowners and student residents living on both sides of the
Boulevard also can use the smaller green spaces (or more intimate sodal
gatherings. The recreation fields support daytime and evening activity
with intramural team sports becoming a popular destination (or UC
Davis students and West Village residents alike.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006

\' ,""
..
, 1, i! ...

Precinct Concepts
link the east-west landscaped Boulevard,
Neighborhood Park. Sunset Park and Rec
Fields as major open space amenities.
Create common open spaces and gardens
in mid block while clustering parking.
Orient housing blocks toward major east-
west streets or common gardens.
Face (rant entries off the street or open
spacelgardens.
Provide backyard patios as unit amenities.
PLACES AND PRECINCTS
.. '
Light colored materials for
building, walls artc! rdJf
Operable low-E insulated . ~ , .
windows to capture 'Delta
Breezes'
Trellis at entry for shade
Roof overhang provides shade
Shade structures responding
to summer and winter solar
conditions
Front garden space oromotes----.
social interaction
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
THE BOULEVARDS
ILLUSTRATIVE DIAGRAM
PLACES AND PRECINCTS.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
PROTOTYPES
Building, street, and landscape prototypes provide layouts and dimensions that
are used to configure a buildable site plan. They represent three dimensional
diagrams that will be further developed during the next design phases. The
WestVillage site plan is comprised of a wide variety of residential types, streets,
parking configurations, and multiple open space templates. Combining the
prototypes together convey a representation of the Village feel and physical
character.
Street Typologies
Building Prototypes
Landscape Typologies
Exhibits within this document are illustrative. Concepts will continue to be refined consistent ""ich
the design principles of the adopted Implementation Plan and in conjunction with U. C. DaviS staff.
'" RUSSELL BLVD.
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uc DAVIS
CAMPUS
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STREET NETWORK DIAGRAM
ILLUSTRATIVE DIAGRAM
WEST VILLAGE IMPLEMENTATION PLAN STREET TYPOLOGIES
UCDAVIS
November 2006

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WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
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WEST VILLAGE IMPLEMENTATION PLAN
UCDAYIS
November 2006
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Sidewalk: 15 ft. min.
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Wood
10' 20' 40'
MIXED USE - STUDENT HOUSING
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
BUILDING PROTOTYPES
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WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
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RAMBLE STUDENT HOUSING - TYPE I
BUILDING PROTOTYPES
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WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
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GROUND LEVEL
Building Height Limit:
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Relationship to Lot:
Varies per Site Plan
Materials Palette:
Typical:
Exterior plaster
Cement fiberboard
Accents:
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Wood
8" 16" 32"
TOWNHOUSE STUDENT HOUSING
WEST VILLAGE IMPLEMENTATION PLAN BUILDING PROTOTYPES II
UCDAVIS
November 2006
TYP' \ L GUIDELINES FOR ALL TYPES:
Typic .. , Building Height Limit:
22 it. max to bottom of eave
30 ft. max at roof ridge
Typical Materials Palette:
Asphalt roof shingles
Vinyl windows
Cement fiberboard
exterior siding
Cement fiberboard
Exterior plaster
Typical Shading Elements:
Metal/Recycled material
Wood
Lot Dimension:
27' x 80'-90'
Relationship to lot:
Front yard: 7'
Side yard: 0 Lot Line.
4'-6' minimum between buildings
Rear: 3'
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WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006

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Second Floor
TYPE I - Townhouse
ALLEY-LOADED
1,350 SF
Second Floor
Bedroom 3
Option
" 8' 16'
FACULTY AND STAFF HOUSING
BUILDING PROTOTYPES
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TYPE 2A - SFD
ALLEY-LOADED
1,575 SF
Second Floor
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
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Option 'A'
324 s.f .
Option 'C'
516 s.f.
Option'S'
407 s.f.
STUDIO OPTIONS
Lot Dimension:
38' x 100'-120'
Relationship to lot:
Front yard: 5' to porch
Side yard: 4'-6",
9' min. between buildings
Rear: 4'
4' 8' 16'
FACULTY AND STAFF HOUSING
BUILDING PROTOTYPES II
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Bedroom 4
Option
TYPE 2B SFD
ALLEY-LOADED
1,680 SF
BEDROOM 4 OPTION
1,705 SF
STUDIO OPTION
2,009 SF
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
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Lot Dimension:
38' x 100'-120'
Relationship to lot:
Front yard: 5' to porch
Side yard: 4'-6",
9' min, between buildings
Rear: 4'
4' 8' 16'
FACULTY AND STAFF HOUSING
BUILDING PROTOTYPES
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Lot Dimension:
38'x I 00'140'
Relationship to lot:
Front yard: 8'
Side yard: 0 Lot line.
6' min. between houses
Back yard: 10' min.

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WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
I
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FRONT-LOADED
1,440SF/ 1.416 SF
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4' e' 16'
FACULTY AND STAFF HOUSING
BUILDING PROTOTYPES II
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TYPE I -TOWNHOUSE
FACULTY STAFF HOUSING BLOCK
Concrete Walkway
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TYPE 2 -TOWNHOUSE
FACULTY STAFF HOUSING BLOCK
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
GREEN SWALES
The sustainability goals for the Green Swale are to provide a vegetated north
. south pedestrian corridor that connects neighborhoods to the natural areas
to the north or the boulevard and recreation fields to the south. Pedestrians
and cyclists use these swales to move throughout the development having
minimal conflict with automobiles. During storm events, run-off collects in
small detention basins and then overflows over a stair-stepped weir structure.
During the dry season, the weir structure can be used as seating and the
detention area serves as a flexible lawn space. The Green Swale conveys
stormwater collected from local streets, buildings and alleys through the site
to larger detention facilities.
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The basins along the Green Swale detain
stormwater for short time periods to reduce
peak run-off discharge. The amphitheater seating
along the Green Swale provide seating for passive
recreation and allow for overflow drainage to the
stormwater system during large storm events.
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WEST VILLAGE IMPLEMENTATION PLAN LANDSCAPE TYPOLOGIES
UCDAVJS
November 2006
7
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o run-!! from gre<!n (l) de:ention pond Goutllo\V to l\,'\I)jo, m h;lt""" oor o I rl!CreJ'ioO 0.1;11
PONDS
The ponds are planted with a variety of plant communities depending upon
their relationship with the water. The ponds also provide good wildlife viewing
areas and pedestrian pathways for active and passive recreation. The pathway
system near the ponds links up with a larger pathway system along the
perimeter buffer areas.
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STORMWATERIHABITAT CONCEPT
The sustainable focus of the ponds is to provide open water habitat for local
and migratory species while detaining and treating stormwater run-off. The
Green Swale conveys stormwater to the seasonal/perennial wetlands where
the water can provide open water habitat, As the water flows through the
seasonal/perennial wetlands it is cleansed by the native wetland plant material.
During a larger storm event, stormwater passes from the seasonal/perennia!
wetland into the deeper seasonal wetlands for detention and storage.
Eventua"y the seasonal wetlands drain via an overflow into the main pipe
flowing to the southern outlet,
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Max water depth of approx.. 6' in IOO-year storm dry in summer
SEASONAL OR PERENNIAL
(HabiClt Focus)
Water depth up t o 48"
Varies depending on habitat goal
WEST VILLAGE IMPLEMENTATION PLAN
UCDAYIS
November 2006

'GREEN SWALE'
LANDSCAPE TYPOLOGIES
PERIMETER BUFFER
The 150' minimum perimeter buffer provides a recreation corridor along the
north and west edges of the project. The public recreation corridor allows
users to travel along the perimeter of the development while enjoying views of
adjacent wetland and agricultural fields. Building edges adjacent to agricultural
fields are planted with buffer landscape to protect adjacent fields from soil
erosion and provide additional habitat for local and migratory species.
PATHWAYS
A hierarchy of pathway types helps guide users to recreation opportunities
and circulation connections throughout the development. Use of a variety
of paving types (i.e. asphalt, concrete, and decomposed granite) complement
designated movement and provide a safe circulation environment.
COMBINED PATHWAY
The combined pathway provides a safe circulation corridor by separating
foot traffic from "wheeled" traffic with a planted median. This combined
pathway connects users to recreation opportunities along the perimeter of
the development.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVlS
November 2006
I
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LANDSCAPE TYPOLOGIES


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WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
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LANDSCAPE TYPOLOGIES II
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
Nover - - 2006
INFRASTRUCTURE
The Implementation Plan establishes the anticipated demand for domestic
water, sanitary sewer, storm drainage. electricity, and natural gas. Given the
limited services that currently exist on West Campus, the plan also defines
what off-site facilities need to be extended, rebuilt or expanded to serve
West Village.
Existing
Proposed
II
EXISTING ... fRASTRUCTURE
AND ANTICIPATED DEMANDS
In the context of West Village, only limited infrastructure currently
exists on the West Campus:


Domestic Water: An 8" domestic water main exists in
Hutchison Blvd.This is not sufficient to serveWY.The projected
peak-day domestic demand for WV will be approximately 500
gallons per minute (gpm), and fire flow demand is estimated
to be 2300 gpm (for a building of 60,000 sf, Type-V I-hour
construction, sprinklered).
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Utility Water: The Campus Utility Water system does
not extend onto the West Campus. There are two existing
intermediate-aquifer agricultural wells within the WV site
(wells E3-B and E3-D). However, the locations of these wells
conflict with proposed building sites within WY.
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Sanitary Sewer: The nearest point of connection is Campus sanitary
sewer lift station 12 (SSLS-12), on Hutchison Drive, just west of SR 113.
The lift station has a capacity of 0.8 million gallons per day (mgd). Current
demand is estimated at 0.7 mgd. The additional peak demand for WV (full
buildout) is estimated at 1.2 mgd. Under the LRDP, the peak demand for
the remainder of West Campus is 1.2 mgd, giving a total of 2.4 mgd. Pipe
capacity limitations exist downstream of SSLS-12. Upgrades to this line will
be required. The invert elevation of SSLS-12's wet well (el 36.8) is not low
enough to enable gravity service to the entire WV site. As such, the wet
well will need to be lowered.
Storm Drainage: The WV site naturally drains from south to north. Some
off-site flows may enter the WV site from the west. The site is extremely
flat (approximately 3 feet of fall over about if2 mile). Soils are mostly clays
or silts, exhibiting low infiltration potential. There is no drainage outlet at
the north end of the site, nor are there existing downstream facilities to
the north that have capacity to accept drainage flows from WY.
The site's 100-year, 24-hour developed conditions peak runoff rate is
estimated at 290 cubic feet per second (ds). with an associated runoff
volume of 50 acre-feet. Drainage from the developed site may be routed
south to Campus storm drain lift station 4 (SDLS-4), if (i) on-site detention
is provided in order to attenuate peak flows (ii) a new outlet conveyance
facility is constructed, and (iii) additional pumping capacity is programmed
for SDLS-4.
Electricity and Natural Gas: WV will be served by an outside provider
(PG&E), who will extend facilities to the site from Russell Blvd. Peak
electrical demand is estimated at 6,500 kW; peak gas demand is estimated
in the range 43,000 cubic feet per hour (dh) to 98,000 dh.
Communication/Cable: WV will be served for telephone, cable
TV, high speed internet service based on the recommendations of the
Telecommunication Systems Study and the Telecommunications Work
Group. Service specs and demand analysis have yet to be finalized.
Steam: No facilities on West Campus. None required by WY.
Chilled Water: No facilities on West Campus. None required by WY.
WEST VILLAGE IMPLEMENTATION PLAN INFRASTRUCTURE
UCDAVIS
November 2006
PROPOSED INFRASTRUCTURE (BY UNIVERSITy)
Domestic Water: Construct a new, deep-aquifer well
(1,000 gpm) on West Campus, to be located near the
Primate Center. The new well also serves the Primate
Center and West Campus in general.A storage tank (up to
600,000 gallons) and booster pump station are to be built
adjacent to wv. connected to the proposed well via a new
12" transmission main in Hutchison Drive.


Utility Water: Owing to conflicts with proposed building
sites within wv. it is proposed that the two existing
agricultural wells be abandoned, and that WV's irrigation
water demands be met using the domestic water system.

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Sanitary Sewer: Upgrade SSLS-12 to a capacity of 2.5 mgd,
serving WV and the LRDP buildout of West Campus. In
order to provide gravity sewer service to the north and west
extremities ofWV site, it is necessary to lower the invert
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elevation of the pump station's wet well. Install a new 12" forcemain
from SSLS-12 to the existing Influent Pump Station on Central Campus.
Storm Drainage: Detain 'off-site' flows from the west by means of
a low berm along the west edge ofWY. For on-site flows, distributed
detention ponding are provided to attenuate peak flows. For the 100-
year, 10-day storm, the target net peak outflow will be 10 ds, draining
via a new 24" pipe to North Fork Putah Creek cutoff, and thence via
the existing 24" siphon under SR 113 to the SDLS-4 forebay.Additional
pumping capacity is planned for SDLS-4 at accommodate the WV flows.
Electricity and Natural Gas: Extend new gas and electric lines by
PG&E from Russell Blvd. Coordinate sizing of new gas and electric lines
with other planned West Campus needs.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
Nover . 2006
Roadway Improvements: Realign the existing curved segment of
Hutchison Drive immediately west of SR I 13 to provide a north-south
aligned entry road into wv. east of the existing CAES building. The new
four-lane entry road is to begin at the west edge of the existing SR I 13
overpass. The new road continues west for approximately 400 feet. and
then turns north to WY. The 90-degree turn will be achieved via a new
two-lane roundabout. Provide a connection to existing Campbell Road
from the west side of the roundabout. Roadway improvements include
signalization of the SR I I 3 ramps (Phase II).
INFRASTRUCTURE II
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
NEXT STEPS
Following Regents approval of the Implementation Plan and Business Terms,
UC Davis staff, The Office of the President and West Village Community
Partnership LLC will engage in a series of tasks that will lead to the Phase I
construction of West Village:
II






Sign ground leases which will establish the scope and schedule for phased
delivery of the student units, for-sale homes, and mixed use bUildings.
Complete detailed engineering design for the project infrastructure
(University for the off-site design and WVCP for the on-site design);
Complete architectural design for the buildings;
UC Davis to engage Los Rios Community College and Davis Joint
Unified School District for education facilities to be included in the
project;
Establish a UC management entity that will direct property
operations and respond to residents' needs on an on going basis; and
Establish a Design Implementation Group (DIG) to provide review
and input to the subsequent steps in the West Village design process.
The objectives of the DIG are to:
- Assure consistency of the design with the concepts
approved by The Regents in the West Village
Implementation Plan.
- Assist in advancing the design character and quality
contained in the Implementation Plan and Business Terms
into the Ground Lease and through final design; and to
- Gather input from necessary UC Davis constituents (for
example,A&E, Resource Management and Planning, Operations and
Maintenance, Real Estate Services, etc.) in order to facilitate
design decisions and expedite permit review.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
Nover 2006
The DIG will meet to review the design documents for consistency with the
approved Implementation Plan and to provide input at interim stages prior to
the completion of Schematic Design, Design Development, and Construction
Documents. The design review process will continue the collaborative
approach used to date, where the construction standards are established
from the outset by the WVCP design and engineering team along with UC
Davis staff. UC Davis staff would have responsibility for reporting on the
consistency of each stage of design with the approved Implementation Plan
to the Chancellor's Facilities and Enterprise Policy Committee. UC Davis will
also continue to provide input and advice regarding detailed design that goes
beyond the Implementation Plan. Per the approved Business Terms, WVCP
would retain final design authority for levels of detail beyond that established
in the Implementation Plan to ensure that the project is delivered within the
agreed quality and cost parameters.
Members of the DIG would include representatives from the following:
UC Davis Office of Management Resource and Planning
UC Davis Architects and Engineers
UC Davis Fire Marshall
UC Davis Real Estate Services
WVCP
WVCP design and engineering consultants
Additional representatives as required (i.e. Operations and Maintenance,
Los Rios Community College, Davis Unified School District)
The Assistant Vice Chancellor for Campus Planning would act as the point
person to coordinate the University's design input.
The master developer is committed to completing these tasks with open
communication and input from the appropriate UC Davis committees, faculty,
staff and student representatives to ensure the long-term success for West
Village.
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
November 2006
ACKNOWLEDGEMENTS
Transforming the vision in the UC Davis Neighborhood Master Plan into a
buildable West Village plan has required the concentrated commitment of
many individuals. We gratefully acknowledge the hard work and creativity of
the following persons from UC Davis, the West Village Community Partnership,
and its design consultants:
II
UC Davis
Alex Achimore. Senior Project Manager,Architects and Engineers
Ardie Dehghani.Associate Director. Design and Engineers
Sid England, Director, Environmental Planning
Mary Hayakawa, Director, Real Estate Services
Katie Hetrick,Analyst
Glenn Mah, Senior Project Manager
john Meyer, Vice Chancellor
Karl Mohr.Associate Director of Campus Planning
Robert Segar, Assistant Vice Chancellor, Campus Planning
Bob Smiggen, Director of Student Housing
Roxie Weaver. Administrative Specialist
john Yates. Executive Director for Real Estate Services
West Village Community Partnership
Robert DeWaters. Project Manager. Carmel Partners
William Fleissig, Vice President. Urban Villages - Davis
Stina johnson. In House Counsel. Urban Vii/ages - Davis
Colleen Lyons. Project Coordinator. Urban Villages - Davis
Stephanie Martling. Project Coordinator, Carmel Partners
Grant McCargo. President, Urban Villages - Davis
Nolan Zail. Senior Vice President. Carmel Partners
Ron Zeff. President and CEO. Carmel Partners
SWA Group, Landscape Architects and Planners
Alfred DeWitt, Design Team
Larry Reed, Principal
Carrie Rybczynski, Design Team
Elizabeth Shreeve, Principal
Kathy Sun, Design Team
john Wong, Managing Principal
Mithun, Mixed Use Architects and Planners
Lee Copeland, Principal
Steven Cox. Principal
Ron van der Veen. Principal
Meeks+Partners, Student Housing Architects
Don Meeks, Chairman
Somkiat Petchsrisom. Partner
Yini Sheng. DeSigner
GreenWorks, P.C., Landscape Architects and Environmental Design
Mike Abbate. Principal
David Elkin, Project Manager
Lim Chang Rohling &: Associates, Residential Architects
Adele Chang. Principal
Chris Polanco. Project Designer
Mogavero Notestine,Architects and Planners - Master Plan
David Mogavero. Principal
Craig Stradley, Principal
WEST VILLAGE IMPLEMENTATION PLAN
UCDAVIS
NOVf 2006
Moore Ruble Yudell,Architects and Planners - Master Plan
Christopher jonick. Design Team
Michael Martin. Principal
Wing-Hon Ng. Associate and Project Manager
Don Yamami, Design Team
Buzz Yudell. Partner
Bay Illustration Studio, Architectural Illustrator
Bei Guan. Illustrator
Cunningham Engineering, Civil Engineers
Chuck Cunningham, President
Dan Fenocchio. Vice President
Martin Lewis, Senior Engineer
Wood Rodgers, Transportation Design
Pete Tobia. Principal
Point-to-Point Connections, Inc., Communications Design
jeff jordeson, General Manager
john jordeson. President and Director of Engineering
Patrick Quarry, Director of Sales and Marketing
Solarc, Energy Consultants
Michael Hatten. Project Manager
Anderson Strickler, Market Analyses and Surveys
Linda Anderson. Principal
New Urban Builders
R.john Anderson,Vice President, Design and Planning
Tom DiGiovanni, President
Pyramid Construction
Chuck Roe, CEO and President
Mark Rutheiser. Director and Operations Manager
Teichert, Infrastructure
jeremy Burney, Take-off Technician
Bill Clarkson. Senior Estimator
Gary johns, Estimating Manager
ValleyCrest Landscape Development, Landscape
Greg Caron. Business Developer
jeff Colton, Vice President. Branch Manager - Northern California
Kelly Duke,Vice President, Pre-Construction Services
Dan Harper, Operations Manager
Walsh &: Forster, Construction
Randy Boehm, Project Manager
EXHIBITH
LIST OF CERTAIN UNIVERSITY REGULATIONS
Part 1: Division I Campus Standards for Construction
SECTION 1: DISINFECTION OF WATER DISTRIBUTION SYSTEMS
PART 1 - GENERAL
1.1 SCOPE
A. This specification applies to the installation of all new and repaired potable
(domestic) water lines. All new domestic water lines shall be disinfected before
they are placed in service. All domestic water lines taken out of service for
inspection, repair, or other activities that might lead to contamination of water
shall be disinfected before they are returned to service.
B. Except as specifically noted, Contractor shall furnish all labor, equipment, and
materials to prepare, disinfect and test domestic water lines in conformity with the
procedures and standards described in this section.
1.2 RELATED SECTIONS (NOT USED)
1.3 REFERENCES
A. American Water Works Association (A WW A) C651- A WW A Standard for
Disinfecting Water Mains and applicable local and government regulations
1.4 SUBMITTALS (NOT USED)
1.5 SUPERVISION AND TESTING
A. Unless otherwise approved by the University's Representative the final
disinfection verification water samples will be collected by the University's
Representative with analysis performed by a California Department of Health
Services laboratory selected and paid for by the University. Contractor shall assist
the University's Representative to accommodate this task.
PART 2 - PRODUCTS
2.1 MATERIALS
A. The following forms of chlorine are approved for use as disinfecting agents:
1. Sodium hypochlorite in liquid form, conforming to American National
Standards Institute/American Water Works Association (ANSI/A WWA)
B300.
2. Solid calcium hypochlorite, conforming to ANSI/ A WWA B300containing
approximately 65 percent available chlorine by weight. The material
should be stored in a cool, dry, and dark environment to minimize its
deterioration. Use of calcium hypochlorite intended for swimming pool
disinfection is prohibited. Note that the A WWA "tablet method" for
Exhibit H (Part I)
Page 1 of29
disinfection is not allowed, but use of solid calcium hypochlorite
dissolved in water prior to injection in piping system is approved for
continuous-feed disinfection of Site Water piping only.
B. Contractor shall comply with all applicable local, state and federal regulations
concerning transport, handling and reporting of the materials used for disinfection.
PART 3 - EXECUTION
3.1 PREVENTIVE AND CORRECTIVE MEASURES DURING CONSTRUCTION (NOT
USED)
3.2 METHODS OF CHLORINATION
A. General. The continuous feed method shall be used for disinfection. A WW A's
"tablet method" and "slug method" are not allowed. All valves, faucets, and
fixtures shall be installed and piping installation shall be completed before
chlorination is initiated.
3.3 DISINFECTION VERIFICATION
A. Sampling. After final flushing and before the new water pipeline is connected to
the distribution system, 2 consecutive sets of samples, taken at least 24-hours
apart, shall be collected from the new pipeline. Under normal circumstances, the
first set of samples will be collected immediately following final flushing. At a
minimum, the University's Representative will take samples every 1,000 feet of
pipeline, plus I set from the end ofthe pipeline, and at least 1 set from each
branch. The Contractor shall provide dedicated and clean sampling taps at these
locations. A corporation cock may be installed in the pipeline with a copper-tube
gooseneck assembly. After samples have been collected, the gooseneck assemble
may be removed and retained for future use. The number and location of samples
from fixtures as at the discretion of the University's Representative. The source
water will also be sampled. The University will test the samples for
bacteriological quality, turbidity, and pH in accordance with Standard Methods for
the Examination of Water and Wastewater. For approval by the University's
Representative, 2 consecutive sets of samples from each location shall show the
absence of coliform organisms and turbidity and pH consistent with that of the
source water.
B. Special conditions. Under certain circumstances, such as when excessive
quantities of dirt or debris are known to have entered the pipeline, the University's
Representative may elect to collect bacteriological samples after allowing the
water to stand in the new pipeline for at least 16 hours after final flushing has been
completed.
3.4 REDISINFECTION
A. If the initial disinfection fails to produce satisfactory bacteriological results, the
new pipeline may be reflushed and resampled. If the check samples also fail to
produce acceptable results, the pipeline shall be rechlorinated by the continuous-
feed method until satisfactory results are obtained.
3.5 APPROVAL
Exhibit H (Part I)
Page 2 of29
A. Conditional Approval. After satisfactory completion of the disinfection procedure,
the University's Representative may issue a conditional approval for immediate
use of the water distribution system pending results of bacteriological analysis of
water samples.
B. Final Approval. Upon receipt of laboratory confirmation that all samples are
negative for coliform bacteria, the system will be approved for immediate use.
END OF SECTION 1
Exhibit H (Part I)
Page 3 of29
SECTION 2: HAZARDOUS MATERIALS PROCEDURES
PART I-GENERAL
1.1 CONTRACTOR'S RESPONSIBILITY
A. Except as otherwise specified, in the event Contractor encounters on the Project
site material reasonably believed to be asbestos, polychlorinated biphenyl (PCB),
lead, or other hazardous substances that have not been rendered harmless,
Contractor shall immediately stop work in the area affected and report the
condition to the University's Representative in writing. The work in the affected
area shall not thereafter be resumed except by written agreement of University and
Contractor if in fact the material is asbestos, PCB, lead, or other hazardous
substances and has not been rendered harmless. The work in the affected area
shall be resumed in the absence of asbestos, PCB, lead, or other hazardous
substances, or when such materials have been rendered harmless.
Notwithstanding the foregoing, this subsection will not apply to existing soil
conditions identified in the following reports:
1. Phase 2 Environmental Site Assessment prepared by Wallace-Kuhl and
Associates and dated August 10, 2006.
2. Additional Phase 2 Environmental Site Assessment prepared by Wallace-
Kuhl and Associates and dated February 16, 2007.
B. Disclose any hazardous substance or condition exposed during the work to the
University's Representative for decision or remedy. Existing soil conditions
identified in the following reports shall be exempt from this provision:
1. Phase 2 Environmental Site Assessment prepared by Wallace-Kuhl and
Associates and dated August 10, 2006.
2. Additional Phase 2 Environmental Site Assessment prepared by Wallace-
Kuhl and Associates and dated February 16,2007.
C. In no event, shall the Contractor install materials that contain asbestos, PCB, lead
or other known hazardous materials.
D. Disposal of lighting ballasts containing PCB's shall be accomplished by the
University. The Contractor shall coordinate with the University's Representative
regarding a date, location and time for delivery to a location on Campus to be
designated.
E. Regulated Carcinogens by California Code of Regulations (CCR) Title 8, Section
5200 et seq.
1. Products containing chemicals regulated as carcinogens by California
Occupational Safety and Health Act (COSHA) are not allowed for use on
University projects. The COSHA regulated carcinogens are:
a. 2-Acetylaminofluorene, 5209
b. 4-Aminodiphenyl
c. Benzidine (and its salts)
d. 3,3'-Dichlorobenzidine (and its salts)
e. 4-Dimenthylaminoazobenzene
f. alpha-Napht.hylamine
g. beta- Naphthylamine
h. 4-Nitrobiphenyl
Exhibit H (Part I)
Page 4 of29
i. N-Nitrosodimethylamine
j. beta-Propiolactone
k. bis-Chloromethyl ether
1. Methyl chloromethyl ether
m. Ethyleneimine
n. Methylene Chloride, 5202
o. Methylenedianiline (MDA), 1535,5200
p. Cadmium, 1532, 5207
q. Asbestos, 1529,5208,5208.1,8358
r. Vinyl Chloride, 5210
s. Coke Oven Emissions, 5211
t. 1,2-Dibromo-3-Chloropropane (DBCP), 5212
u. Acrylonitrile, 5213
v. Inorganic Arsenic, 5214
w. 4,4'-Methylenebis(2-Chloroaniline) (MBOCA), 5215
x. Formaldehyde, 5217
y. Benzene, 5218
z. Ethylene Dibromide (EDB), 5219
aa. Ethylene Oxide (EtO), 5220
bb. 1,3 Butadiene, 5201
2. Case-by-case exceptions may be considered for products containing the
following COSHA recognized carcinogens:
a. Methylene Chloride, 5202
b. Cadmium, 1532,5207
c. Inorganic Arsenic, 5214
d. Formaldehyde, 5217
e. Benzene, 5218
3. Case-by-case exceptions may only be made when suitable alternative
products are not available. Such exceptions are subject to approval by the
University's Representative.
4. Exceptions require that the Contractor shall have an established
carcinogen.program as required by COSHA and shall submit to
University's Representative, a copy of the COSHA Confirmation of
Report for COSHA carcinogens.
5. When exceptions are granted the Contractor is responsible for providing
to the University's representative a copy of the semi-annual Confirmation
of Report received from COSHA or, in lieu of that, a copy of the
Contractor's semi-annual report as submitted to COSHA at periods not to
exceed 6 months, or at project closeout, whichever occurs first.
1.2 ASBESTOS IN BUILDINGS NOTIFICATION (NOT USED)
1.3 LEAD BASED PAINT IN BUILDINGS (NOT USED)
PART 2 - PRODUCTS (NOT USED)
PART 3 - EXECUTION (NOT USED)
END OF SECTION 2
Exhibit H (Part I)
Page 5 of29
SECTION 3: CONSTRUCTION & DEMOLITION WASTE MANAGEMENT
PART I-GENERAL
1.1 REQUIREMENTS
A. Furnish labor, containers, transportation and payment of fees associated with
recycling, reuse, salvage and disposal of demolition and construction materials.
B. Recycle, re-use or salvage all of the following materials removed during
demolition or transported to the project site and not incorporated into the Project.
Do not transport these materials to a landfill site:
1. Clean dimensional wood, pallet wood
2. ConcretelBrick/Concrete Block/Asphalt
3. Corrugated cardboard
4. Gypsum Wallboard
5. Paint (Non-Lead Base Paint)
6. Scrap MetaVCopperl SteeVAluminum
7. Carpet and carpet padding
If commercially feasible and in substantial quantities, the following shall be
recycled:
1. Clear Plastic Containers
2. Glass
3. Trees and Shrubs
4. Tile
1.2 HAZARDOUS MATERIALS
A. The University has identified all known hazardous substances on this project.
Comply with requirements listed in the following Sections:
1. Exhibit H, Part I, Section 2: Hazardous Procedures.
1.3 SUBMITTALS (NOT USED)
PART 2 - PRODUCTS (NOT USED)
PART 3 - EXECUTION (NOT USED)
END OF SECTION 3
Exhibit H (Part I)
Page 6 of29
SECTION 4: TEMPORARY BARRIERS AND ENCLOSURES
PART 1 - GENERAL
1.1 TEMPORARY FACILITIES
A. Contractor shall provide and maintain the following temporary facilities as
required to complete the Contract:
1. Scaffolding, staging, runways, and similar equipment.
2. Hoists or construction elevators, complete with operators, power and signals
required.
3. Temporary rigging, rubbish chutes, barricades around openings, ladders
between floors and similar equipment.
4. Barricades, lights and similar safety precautions.
5. All materials and equipment required to safely accomplish Work under this
Section shall be in conformance with requirements of California Occupational
Safety and Health act (COSHA), Chapter 5 of CalTrans Traffic Manual and
other State and Federal Codes and regulations where applicable.
B. Codes: All temporary Work and faci,ities shall conform to the above requirements
that pertain to operation, safety and fire hazard.
C. Removal: (NOT USED)
1.2 TEMPORARY PROJECT CONSTRUCTION FENCE
A. Contractor shall not place any signs, advertisements, notices, or graphic materials
on construction fencing that have not been approved in advance by University's
Representative.
B. Provide 6 foot high chain link fence type Project barricades around construction
site as required.
C. Provide gates complete with locking devices.
PART 2 - PRODUCTS (NOT USED)
PART 3 - EXECUTION (NOT USED)
END OF SECTION 4,
Exhibit H (Part I)
Page 7 of29
SECTION 5 TEMPORARY UTILITIES
PART I-GENERAL
1.1 REQUIREMENTS
A. Refer to applicable requirements specified in Division 15 Mechanical and in
Division 16 Electrical.
B. Pay for the monthly usage of all utilities used during the course of construction
and commissioning; including gas, water, electricity, chilled water, steam, and
telephone and data service until that portion of the work is accepted by the
University through beneficial Occupancy or Substantial Completion.
C. Maintain and operate systems in conformance with industry standard, applicable
codes and manufacturer guidelines to provide continuous service.
D. Connect, modify and extend systems as required.
E. Temporary materials may he new or used, but shall be adequate for the required
purposes. Their use and methods of installation shall not create unsafe conditions
or violate requirements of Applicable Codes and Standards.
F. Submit Utility Service Initiation and Termination Form located in the Exhibits to
initiate request for temporary or final utilities service. Submit a dedicated form for
each utility and for each request to University's Representative. Submit the form
14 days prior to the requested utility service start date.
1.2 REQUIREMENTS OF REGULATORY AGENCIES
A. Install and use temporary utilities in accordance with the following:
1. California Electrical Code.
2. Federal, State, and local codes and regulations.
3. University Utility provider requirements.
1.3 PROJECT PERMANENT UNIVERSITY PROVIDED UTILITIES USED DURING
CONSTRUCTION
A. Coordinate with University's Representative for inspection of work prior to
requesting permanent utilities. Contractor shall correct all deficiencies before the
related utility is energized.
B. Provide proof of calibration for permanent meters prior to activating permanent
utility services. The calibration date shall not exceed 6 months prior to installation.
C. Pay University for monthly usage of all permanent university provided utilities
used during construction and commissioning including gas, water, electricity,
chilled water, steam, telephone and data.
Exhibit H (Part I)
Page.S of29
1.4 ACTIVATING UNIVERSITY PROVIDED UTILITIES
A. For all utilities except telephone and data, request activation using Utility Service
Initiation and Termination Form located in the Exhibits.
B. Refer to the temporary telephone and data services in this specification for the
related requirements.
1.5 REMOVAL AND RECONDITIONING
A. Request University to disconnect services and develop final billing using Utility
Service Initiation and Termination Form located in the Exhibits. University
requires a 5-day written notice prior to the date of the referenced utility disconnect
request. Verbal requests for disconnects will not be accepted.
B. At the conclusion of the work, remove all temporary services installed as a
requirement of these Contract Documents and return the temporary meters to
University. Restore temporary utilities to their original condition at the completion
of Work.
C. Legally and properly dispose of all debris resulting from removal and
reconditioning operations.
1.6 TEMPORARY ELECTRICITY AND WATER METERING
A. University will provide temporary water and electricity metering for temporary
services. Contractor shall coordinate exact meter location with University'S
Representative prior to proceeding with work and provide adequate accessible
location for University to install these meters.
B. The electrical meter will be housed in an approved NEMA 3 enclosure. Contractor
shall provide an accessible location for this meter adjacent to the Contractor's
main breaker. Contractor shall complete the necessary related work including
conduit and provide two one-inch Knockouts in their main breaker panel to allow
University to extend and connect the meter to the breaker.
C. The water meter will be located adjacent to the Contractor's approved reduced
pressure backflow preventer. Contractor shall complete the necessary related work
including piping and disinfection.
1.7 UTILITY RATES
A.' Electricity, natural gas, water, steam and chilled water may be taken from
University's systems in such quantities and at such times as they are available. If
this is done, provide all equipment, including, connections, transformers, and
other materials necessary for extending the utility lines to where they will be used.
Coordinate the installation with the University's Representative.
B. If construction power, natural gas, water, chilled water, steam, or other related
utilities are not available, Contractor shall be required to provide supplemental
equipment such as generators to accommodate the construction needs.
Exhibit H (Part I)
Page 9 of29
C. Pay for electricity and natural gas used at the current PG&E rate. Utilities Rate
charges for 2005 were:
1. Electricity $O.l15/kWh
2. Gas $1.13/therm
D. Pay for the following utilities at the current University rate. Utilities Rate charges
for 2005 were:
1. Chilled Water $0.15Iton hour
2. Steam $12.46/k-lb
3. Water $1.211ccf
E. Utility rates are subject to change at any time through the campus rate setting
process. Contractor will be billed on a monthly basis via the University
accounting system. Payments shall be made monthly and account paid in full
before final University payment to Contractor is made.
1.8 TEMPORARY FIRE PROTECTION
A. Contractor shall conform to all applicable codes, standards, regulations and the
following rules, and instructions ofthe University of California Davis Fire
Department (UCDFD).
1. No burning shall be done on Project site.
2. Provide and maintain fire protection equipment including extinguishers,
fire hoses, and other equipment as necessary for proper fire protection
during the course of the Work.
3. Use fire protection equipment only for extinguishing fires.
4. Locate fire extinguishers in field offices, storage sheds, tool houses, other
temporary buildings, and throughout the Project site.
B. In the area under construction provide at least 1 multipurpose dry chemical fire
extinguisher for each 5,000-square feet of building floor area. Locate fire
extinguishers so that a person never has to walk more than 75 feet to obtain one.
Keep fire extinguishers in the Superintendent's vehicle. Fire extinguisher
minimum size shall be 4A:20BC (10 pound ABC).
C. Vehicles and materials stored on Project site must not obstruct, block, damage or
render useless any fire hydrants, fire department connection, fire alarm box or fire
access roadway. Any necessary road closures or disruption to utilities shall be
requested through the University's Representative as stated in Exhibit H, Part I,
Section 9: Special Requirements.
D. Once accepted by the Fire Marshal, do not tamper with or work on any fire alarm
or fire protection system without first gaining authorization from the UCDFD.
System shutdown requests shall require a minimum of 24-hours advance notice.
Call (530) 752-1236 for any such requests.
1.9 TEMPORARY HEAT AND VENTILATION (NOT USED)
1.10 TEMPORARY SANITARY FACILITIES
A. Contractor shall provide at the Project site, temporary toilets ofa type acceptable
to the University's Representative. Portable chemical toilets, of an approved type,
Exhibit H (Part I)
Page 10 of29
will be considered acceptable. Location of toilet facilities and their maintenance
are subject to inspection and approval of the University's Representative.
1.11 TEMPORARY TELEPHONE SERVICE
A. Contractor shall have telephone facilities available at Contractor's business office
for the duration of the Contract where Contractor and Contractor's Superintendent
may be contacted.
B. Provide direct line telephone service at the Project site for the use of personnel and
employees. Minimum service required:
1. One direct-line telephone in Contractor's field office.
2. One direct-line telephone in the field office of University's Representative.
C. Procedures for Requesting Telephone Service on Campus
1. The University owns and operates a telephone system and all telephone,
and FAX lines are provided through the University Communications
Resources Department (CR). Communications Resources' personnel may
be available to install any necessary internal wiring. All costs shall be paid
by Contractor. All lines permit long-distance and local dialing access.
Telephone lines include the following features:
a. Three-way conference calling, code-activated hold, and last
number redial. Fax and modem lines include data protection
features.
b. Contractor may choose and supply any single line or key system
telephone equipment to utilize the lines. Contractor is responsible
for activation of key systems. Communications Resources can
bring lines to a demarcation point for the Contractor to facilitate
access to their key system.
2. University requires a written request for service at least 30 days prior to
the desired installation date. Contractor's written request shall include the
billing address, the location of the Project trailer, on site contact names
and phone numbers, any need for internal wiring, and the number and type
of lines to have installed.
3. Disconnection of Services at project completion
a. Communications Resources requires a 5-day written notice prior
to the date of disconnect of telephone service.
b. At the conclusion of the Work, any external wiring installed by
the Contractor shall be removed by the Contractor.
c. Verbal requests for disconnects will not be accepted by
Communications Resources' personnel.
4. Direct questions about these procedures or request for an estimate of
costs, to Communications Resources' Customer Services Representative at
(530) 752-4603.
1.12 TEMPORARY DATA SERVICE
A. Provide direct data service at the Project site for the use of Contractor personnel
and employees.
Exhibit H (Part I)
Page 11 of29
B. Procedures for Requesting Data Service on Campus
1. University owns and operates a high speed Campus Wide Area Network
(WAN). Connections to the WAN are provided through the Campus
Communications Resources Department. Communications Resources'
personnel will perform all external connection to reach Contractor's
Project trailer and are available to install any necessary internal wiring.
All costs to be paid by Contractor.
2. A written request for service shall be submitted to Communications
Resources at least 30 days prior to the desired installation date.
Contractor's written request shall include the billing address, the location
of the Project trailer; on site contact names and phone numbers, any need
for internal wiring, and the number of lines to have installed.
3. Disconnection of Services at project completion.
a. Communications Resources requires a 5-day written notice prior
to the date of disconnect of service.
b. At the conclusion of the Work, any external wiring installed by
the Contractor shall be removed by the Contractor.
c. Verbal requests for disconnects will not be accepted by
Communications Resources' personnel.
C. Direct questions about these procedures or request for an estimate of costs, to
Communications Resources' Customer Services Representative at (530) 752-4603.
1.13 TEMPORARY WATER
A. Comply with Exhibit H, Part I, Section 1: Disinfection of Water Distribution
Systems requirements prior to activation.
B. If water is obtained from a campus fire hydrant, the hydrant valve shall not be
used as a control valve. Use hydrant wrench; do not use pipe wrench. Contractor
shall provide all valving necessary to control the flow of water.
C. A reduced pressure backflow preventer shall be used at any connection to
University's system, including fire hydrant.
D. Install according to California Administrative Code, Title 17, Section 7603(c), and
test immediately after installation by a certified tester in accordance with Title 17,
CAC, Section 7605(d).
E. Install piping with taps located so that water is available throughout the Project
site by the use of hoses. Protect piping and fittings against freezing.
F. Provide water for human consumption in accordance with the regulatory
requirements for potable water.
PART 2 - PRODUCTS (NOT USED)
PART 3 - EXECUTION (NOT USED)
END OF SECTION 5
Exhibit H (Part I)
Page 12 of29
SECTION 6: REGULATORY REQUIREMENTS
PART 1 - GENERAL
1.1 CODES, AGENCIES, AND REFERENCES
A. The Work shall be performed in accordance with Applicable Code Requirements
and applicable requirements of all other regulatory agencies, including, but not
limited to, the following:
1. Americans with Disabilities Act - Title II.
2. California Environmental Quality Act.
3. California Health and Safety Code.
4. National Fire Protection Association (NFPA).
5. Federal Occupational Safety and Health Administration.
6. Federal Environmental Protection Agency - Clean Air Act.
7. Storm Water Pollution Prevention Act.
8. Local Air Quality Management District.
1.2 STANDARDS AND CODES
Select "Code In Effect Date" when 100% Design Development Documents are
submitted to Design Implementation Group.
A. Applicable laws, codes, rules, regulations, ordinances and standards
1. California Code of Regulations (CCR)
1.3 REFERENCES
a. Title 8, Industrial Relations
b. Title 17, Public Health
c. Title 19, Public Safety
d. Title 20, Public Utilities and Energy
e. Title 21, Public Works
f. Title 22, Environmental Health
g. Title 24
(1) Part 2, California Building Code (2007)
(2) Part 3, California Electric Code (2007)
(3) Part 4, California Mechanical Code (2007)
(4) Part 5, California Plumbing Code (2007)
(5) Part 6, California Energy Code (2007)
(6) Part 7, California Elevator Safety Construction Code
(7) Part 9, California Fire Code (2007)
(8) Part 12, California State Reference Standards
A. Unless otherwise specified, specific references to codes, regulations, standards,
manufacturers' instructions, or requirements of regulatory agencies, when used to
specify requirements for materials or design elements, shall mean the latest edition
of each in effect at the date of submission of bids, or the date of the Change Order
or Field Order, as applicable.
1.4 CONFLICTS
A. Nothing stated in this Section of the Specifications or other Sections of the
Specifications, the other Contract Documents or the Bidding Documel).ts or shown
Exhibit H (Part I)
Page 13 of29
on the Drawings shall be construed as allowing Work that is not in strict
compliance with all applicable Federal, State, regional, and local statutes, laws,
regulations, rules, ordinances, codes and standards.
1.5 TRENCHING AND SHORING
A. All Work shall be in full accordance, but not necessarily limited to the following
codes and regulations: Titles 8, 19,21,22, & 24, State of California, California
Code ofReguhitions (CCR), California Occupational Safety and Health'
Administration (OSHA).
1. Pursuant to Labor Code 6707, the Contractor shall include in the bid all costs
incident to the provisions of adequate sheeting, shoring, bracing or equivalent
method for the protection of life or limb, that shall conform to applicable
Federal and State safety orders.
2. All Work including any temporary construction shall be in full compliance
with the latest orders of the Division ofIndustrial Safety of the State of
California and all codes and regulations as called for hereinafter in these
specifications.
1.6 REGULATORY NOTIFICATIONS
A. Submit all required notifications to Federal, State of Cali fomi a, State in which
disposal facility is located ifnot in California, regional, and local agencies with
regulatory responsibilities associated with the Work activities that are included in
the Contract. All notifications shall be served in writing, in the form required by
the agency requiring notification, and in a timely manner so as not to negatively
impact the Project schedule. Serve notifications at least 10 business days in
advance (or earlier if required by agency) of activity requiring notice. The
Contractor shall serve all required notifications in writing to all governmental and
quasi-government agencies having notification requirements pertaining to any
portion of the Work included in the Project.
B. Contractor shall file a Notice ofIntent for coverage under State General
Construction Activity Storm water Permit National Pollutant Discharge Eliminate
System (NPDES). Contractor shall comply with applicable permit requirements
including the project Storm Water Pollution Prevention Plan (prepared by the
Contractor).
C. Comply with notification requirements established by the local AQMD.
Notification shall be filed a minimum of 10 business days in advance of starting
site work. Provide the University's Representative with a copy of all notifications
a minimum of 7 business days in advance of starting site work.
1.7 PERMITS, NOTIFICATIONS, CERTIFICATES AND UNIFORM HAZARDOUS
WASTE MANIFEST
A. Permits
1. Contractor will not be required to obtain a City of Davis building permit.
B. Fire Department
1. Contractor shall be responsible for coordinating the following
notifications and obtaining the following permit(s) and posting of
Exhibit H (Part I)
Page 14 of29
pennit(s) on Project site prior to starting site Work. Pennits are to be
obtained from the University of California Davis Fire Department
(UCDFD), Kleiber Hall Drive (530) 752-1236. There is no charge for
issuing of pennits, however Contractor shall submit a completed
University of California Davis Fire Prevention Bureau (UCDFPB)
Application for Hazardous Conditions Penn it to the University Fire
Department and allow for a tum around time of2 business days.
a. Hazardous Condition Pennit - Hot Work: must be coordinated
before starting any hot work (welding, burning, or cutting, etc.)
involving use of gas or electric welding equipment. The penn it
may be applicable to more than 1 building. Contractor is
responsible for reporting to the UC Dispatch Center by telephone
(530) 752-6317, at the beginning and 30 minutes prior to the end
of each shift that such "hot" work takes place. Contractor must
follow the rules and regulations as written on or attached to the
pennit.
b. Hazardous Conditions Pennit-General: must be obtained before
starting removal of asbestos containing materials, polychlorinated
biphenyl (PCB), lead base paint or other hazardous materials
found on Project site. In addition, Contractor must obtain a pennit
for the storage or use of any flammable liquid in excess of 10
gallons or in any confined area where vapors can be ignited.
Contractor must follow the rules and regulations as written on or
attached to the pennit.
c. Hazardous Condition Pennit-Special Conditions: Coordinate in
advance with the University Fire Department before restricting
access to or blocking of any building exit or Work that will
require the shutdown of building fire protection or alann systems.
Contractor must follow the rules and regulations as written on or
attached to the pennit.
d. The Contractor is responsible for reporting to the UC Davis Fire
Dispatch Center by telephone at (530) 752-6317 at the beginning
and 30 minutes prior to the end of each shift that such work takes
place.
e. The Contractor must submit at the end of the Work Automatic
Sprinkler Systems-Contractor's Material and Test Certificate for
Aboveground Piping and Automatic Sprinkler Systems-
Contractor's Material and Test Certificate for Underground Piping
for approval by the UCDFD. The Automatic Sprinkler
underground and aboveground will not be accepted until these
certificates have been completed and submitted.
2. Project Permit Sign-Off Card -UCDFD: Prior to commencing site work,
the University's Representative will provide Contractor with a Project
Permit Sign-Off Card issued by the UCDFD. The Project Permit Sign-Off
Card and all approved/stamped drawings shall be kept at the project site at
all times. Required inspections as noted on the Project Permit Sign-Off
Card shall be coordinated a minimum of7 business days in advance
through the University's Representative. Project will not be accepted nor
occupied until fire clearance is granted by UCDFD.
C. Underground Service Alert (USA) Notifications: Prior to commencing clearing,
excavation and trenching, coordinate with Underground Service Alert (USA/l-
Exhibit H (Part I)
Page 15 of29
800-642-2444) for field verification and marking of utilities within the limits of
Project site. Contractor shall be responsible for outlining limits of excavation with
white chalk paint prior to coordination with USA. Coordination shall require 2
business days advance notification prior to start of excavation work. Provide USA
notification permit number to the University's Representative prior to starting site
Work.
D. Uniform Hazardous Waste Manifest: Contractor shall be responsible for
coordination with the University's Representative for obtaining a Uniform
Hazardous Waste Manifest prior to removal of asbestos containing materials,
polychlorinated biphenyl (PCB), or other hazardous materials from the Project
site. Manifest will be provided by a Representative from University of California
Environmental Health & Safety (UCDEH&S). Only the UCDEH&S Duty Officer
will be allowed to sign individual manifests on behalf of the
ContractorlU niversity.
E. Refrigerant RecoverylUse Notification and New Refrigerant Containing
Equipment Input Form (NOT USED)
PART 2 - PRODUCTS (NOT USED)
PART 3 - EXECUTION (NOT USED)
END OF SECTION 6
Exhibit H (Part I)
Page 16 of29
SECTION 7: STORM WATER POLLUTION PREVENTION
PART 1 - GENERAL
1.1 SCOPE
A. Discharge of pollutants (any substance, material, or waste other than clear,
uncontaminated storm water) from the project into the storm drain system is
strictly prohibited by the Central Valley Regional Water Quality Control Board's
(RWQCB) Water Quality Control Plan (Basin Plan).
B. Provide all material, labor, equipment for installation, implementation, and
maintenance of all surface-water pollution prevention measures. This work
includes the following:
1. Furnishing, placing, and installing effective measures for preventing
runoff of soil, silts, gravel, hazardous chemicals or other materials
prohibited by the Central Valley RWQCB from entering the storm water
drainage system.
2. Management of on-site construction materials in such a manner as to
prevent said materials from contacting storm water or wash water and
running off into the storm drain system.
3. Complying with applicable standards and regulations specified herein.
4. Maintain the most current revised SWPPP plan at the Contractor's work
site. Three copies of the original and each revision shall be forwarded to
the University's Representative.
5. Review any changes in the SWPPP plan at the regular meetings with
University's Representative and others. At each meeting, the Contractor
shall submit a numbered Checklist of the current status of each prevention
measure on the job site.
6. In this section, the term "storm drain system" shall include storm water
conduits, storm drain inlets and other storm drain structures, street gutters,
channels, ditches, and the Arboretum waterway.
C. Sanitary sewer discharge regulations are intended to provide protection of the
sanitary sewer system and the campus Waste Water Treatment Plant (WWTP). In
this section, "sanitary sewer" shall include any sanitary sewer manhole, clean out,
sewer laterals or other connection to the WWTP.
D. Contractor shall have storm water pollution prevention measures in place and
conduct inspections year-round. It is the responsibility of the Contractor to be
prepared for a rain event in the non-rainy season, and to be aware of weather
predictions. The University is not responsible for informing the Contractor of rain
predictions.
E. Sanitary sewer blockages can result in a back-up and discharge to the storm drain
system. Contractor shall immediately notify the University's Representative if
they become aware of a clogged sanitary sewer associated with the project.
F. Contractor shall not allow any non-storm water from the project to enter the storm
drain system. Examples of non-storm water include water used for dust
suppression, pipe flushing and testing, and domestic supply water used to wash
streets, painting and drywall equipment, vehicles, or other uses.
Exhibit H (Part I)
Page 17 of29
G. Water resulting from de-watering an excavation may be discharged to a storm
drain only if it is free of pollutants, including sediment. Contractor shall use
methods such as a settling basin or filter to ensure that dewatering discharges are
free of pollutants.
1.2 REGULATIONS AND STANDARDS
A. Contractor shall comply with the following applicable regulations:
1. Clean Water Act, United States Environmental Protection Agency, and
Porter- Cologne Clean Water Act, State of California
2. Central Valley Basin (Region 5) Water Quality Control Plan (Basin Plan),
California Regional Water Quality Control Board, 1998 Edition
3. Waste Discharge Requirements Order No. 99-08 DWQ (National
Pollutant Discharge Elimination System (NPDES) Permit No.
CAS000002) and Resolution No. 2001-046, Modification of Water
Quality Order 99-08, State Water Resources Control Board. These Orders
are referred to as the General Permit.
B. Contractor shall comply with the following standards and guidelines on storm
drain pollution prevention:
1. California Stormwater Quality Association Handbooks - Construction,
Municipal, Industrial and Commercial, and New Development and
Redevelopment. These documents can be viewed and downloaded from
the Association's website at http://www.cabmphandbooks.org.
1.3 SUBMITTALS
A. Submit a New Construction Project Information Form to the University's
Representative prior to ground breaking. This form is required for compliance
with the campus-wide permit with the California R WQCB for discharges of storm
water associated with construction activities.
B. Submit a Storm Water Pollution Prevention Plan (SWPPP) using the SWPPP
Template in Appendix B of the California Stormwater Quality Association-
Stormwater Best Management Practice Handbook for Construction. This template
can be downloaded from the California Stormwater Quality Association website at
http://www.cabmphandbooks.org/Construction.asp. Five copies of the SWPPP
must be submitted to the University's Representative prior to ground breaking. The
S WPPP must contain all required elements specified in the General Permit. The
SWPPP shall be developed and revised as necessary to meet the following
objectives:
1. To identify pollutant sources that may affect the quality of storm water
discharges associated with construction activity from the construction site.
2. To identify non-storm water discharges.
3. To identify, construct, and implement storm water pollution prevention
measures (Best Management Practices, or BMPs) to reduce or eliminate
pollutants in storm water discharges from the construction site, both
during construction and after construction is completed.
4. Develop a maintenance schedule for aMPs installed during construction
designed to reduce or eliminate pollutants after construction is completed
(postconstruction BMPs).
Exhibit H (Part I)
Page 18 of29
5. Contractor shall amend the SWPPP whenever there is a change in
construction or operations that may affect the discharge of pollutants to
surface waters. All amendments should be dated and directly attached to
the SWPPP.
6. The plan shall include a site map and site-specific written plan that
describes pollution sources for the construction activity and the methods
that will be used for erosion and sediment control, hazardous materials
management, and any other construction activity that are sources of storm
drain system pollution. The list of topics to be covered in the plan are
included in Part 3 Execution of this Section.
C. Site work shall not commence until the SWPPP has been reviewed and accepted
by the University of California Davis Environmental Health & Safety
(UCDEH&S).
PART 2 - PRODUCTS
2.1 MATERIAL
A. General: Provide materials as required for execution of the work.
PART 3 - EXECUTION
3.1 GENERAL
A. The Contractor will write and implement a SWPPP that includes a site map and
written description of pollution prevention methods. The intent of this requirement
is to ensure Contractor compliance with applicable regulations for the discharge of
storm water from the project. The Contractor will choose the best available
performance-based technology and methods to prevent storm water pollution for
construction site activity. The methodes) chosen shall be appropriate for each
specific site condition.
3.2 SWPPP TOPICS
A. Following are topics the Contractor shall address in the SWPPP:
1. Contractor Certification:
a. In compliance with the General Permit, the SWPPP must have the
following signed certification: "I certify under penalty of law that
this document and all attachments were prepared under my
direction or supervision in accordance with a system designed to
ensure that qualified personnel properly gather and evaluate the
information submitted. Based on my inquiry of the person or
persons who manage the system, or those persons directly
responsible for gathering the information, the information
submitted is, to the best of my knowledge and belief, true,
accurate, and complete. I am aware that there are significant
penalties for submitting false information, including the
possibility of fine and imprisonment for knowing violations."
2. Introduction/Site Description:
a. The SWPPP shall include basic information about the project
including: size of site, type of construction, location of site,
project start date and estimated completion date.
Exhibit H (Part I)
Page 19 of29
3. Maps:
a. The General Permit has specific map requirements, including a
topographic map showing the location of nearby surface water
bodies and the discharge location(s) for the site. A detailed site
map is also required, which shall identify areas of soil
disturbance, location of surface water bodies, areas of existing
surface vegetation, location of sediment or pollutant control
measures, site drainage patterns, areas used for storage of soils,
waste, or materials, vehicle and equipment parking or service
areas, existing paved areas and location of post-construction
controls. The maps shall be updated as needed to reflect changes
as the project progresses. The approved map and plan shall be
kept onsite for reference by the Contractor, University's
Representative or governmental agencies.
4. Description of Site and Soil Types:
a. Include the following estimates:
(I) The size of the construction site (in acres);
(2) The runoff coefficient of the site before and after
construction;
(3) The percentage of the area of construction that is
impervious before and after construction.
b. Above quantities are required information that the University
must submit to the Central Valley R WQCB for every construction
project.
5. Pollutant Sources:
a. List and describe pollutants that are likely to be present in storm
water discharges from the site, such as sediment, waste materials,
concrete, etc. Describe the locations of storage or use of such
materials and the measures to prevent pollution.
6. Toxic Materials:
a. Describe all toxic materials that will be used during construction,
such as adhesives, paint, petroleum products, pesticides, and
vehicle fluids. Describe the locations of storage or use of such
materials and the measures to prevent pollution.
7. Erosion and Sediment Control:
a. Provide a description of erosion and sediment control measures
that will be used on the site, and correlate the description with the
site map. Areas requiring erosion control measures are exposed
soil, such as soil piles, bare soil, sloped soil, and any area of
disturbed soil. Erosion control measures include paving, tarp
placement, soil blankets, mulching, seeding, hydro-mulching, and
spreading straw. Sediment control measures include drain inlet
protection, filter fabric, geo-textile silt fencing, gravel placement,
gravel or sand bag placement, and straw wattle placement. This
list is not all inclusive and the Contractor should refer to the
resources listed in this section to identify the best measures for the
project. Describe measures to reduce the tracking of sediment
from the site. Describe waste disposal practices and methods to
prevent waste materials from polluting storm water. Indicate the
location of concrete washout areas. Both erosion and sediment
control practices are designed to be implemented as an integrated
Exhibit H (Part I)
Page 20 of29
system of pollution control. Without erosion controls, sediment
controls are easily overwhelmed and will not prevent pollution.
8. Non-Storm Water Management:
a. Describe all non-storm water discharges that may occur on site.
Examples of non-storm water discharges include irrigation runoff,
street cleaning, spills, or leakage from storage tanks. Non-storm
water discharges should be eliminated or reduced to, the extent
feasible. Discharges from dewatering are allowed only if they are
free of pollutants, including sediment.
9. Maintenance, Inspection and Repair of Controls:
a. Structural pollution controls require ongoing inspection,
maintenance and repair. Contractor shall maintain all pollution
control measures to achieve compliance with the SWPPP and
General Permit. Describe procedures for responding to failure of
any structural controls and indicate the persons responsible for
inspection, maintenance and repair.
10. Spill Prevention and Control:
a. Measures to prevent, control and respond to spills shall be
described in the SWPPP. Contractor shall take precautions to
prevent accidental spills of pollutants, including hazardous
materials brought onsite by the Contractor. However, in the event
of a spill, the Contractor shall be responsible for the following:
(1) Immediately contain and prevent leaks and spills of
prohibited pollutants from entering the storm drain
system. Clean up the spill and label the contained
material. Store the container in a safe place and contact
the University's Representative prior to disposal of the
waste by the Contractor. Contractor shall keep a spill kit
on site at all times for this purpose.
(2) Contractor shall comply with all federal, state, and local
hazardous waste requirements. Ensure that no spilled
materials are washed into the streets, gutters, storm
drains, or creeks.
(3) Report any hazardous or unknown material spills
immediately to UCDEH&S at (530) 752-1493. If a spill
occurs after hours or on a weekend, call (530) 752-1234
to contact the UC Davis Fire and Police Dispatch.
11. Post-Construction Storm Water Management:
a. Describe all the control practices to reduce pollutants in storm
water discharges after the construction activities are completed at
the site. Postconstructions BMPs include: minimizing land
disturbance, minimizing impervious surfaces, treatment of storm
water runoff using filtration, use of efficient irrigation systems,
and planting to reduce erodable surfaces.
12. Personnel:
a. Identify and describe the training of the personnel responsible for
the implementation and monitoring of the SWPPP and BMPs.
These activities must be performed by trained, competent
personnel. Documentation of training shall be available upon the
request of the University's Representative or a regulatory agency.
Exhibit H (Part I)
Page 21 of29
13. Notification List:
a. Provide the company's name, address and telephone number,
along with a contact person's name and telephone number for
everyone responsible for implementation of the SWPPP. The
Contractor shall inform all subcontractors (if any) of the water
pollution prevention requirements contained in this specification
and the site-specific SWPPP and include appropriate subcontract
provisions to ensure that these requirements are met.
14. Monitoring and Reporting:
a. The SWPPP shall describe the monitoring program to ensure
compliance with the General Permit. The monitoring plan shall
include site inspections and the Contractor shall conduct
inspections of the construction site weekly, prior to anticipated
storm events, during extended storm events, and after actual storm
events to identify areas contributing to a discharge of storm water
associated with construction activity. The name(s) and c,ontact
number(s) of the assigned inspection personnel shall be listed in
the SWPPP. Weekly and pre-storm inspections are to ensure that
BMPs are properly installed and maintained; post-storm
inspections are to assure that the BMPs have functioned
adequately. During extended storm events, inspections shall be
required each 24-hour period. BMPs shall be evaluated for
adequacy and proper implementation and whether additional
BMPs are required in accordance with the terms of the General
Permit. The Contractor shall submit a copy of all inspection
reports to the University's Representative for review.
b. Inspections must be documented and the records maintained
onsite for review by the University's Representative or regulatory
agencies. If instances of non-compliance with the General Permit
are identified, the Contractor shall notify the University's
Representative immediately. Corrective measures should be
implemented immediately following discovery of an exceedance
of water quality standards or other instance of non-compliance.
3.3 ENVIRONMENTAL ENFORCEMENT
A. The Central Valley RWQCB has authority to enforce, through codified
regulations, any portions of this Section that may violate applicable regulations.
Agency enforcement may include but is not limited to: citations, orders to abate,
bills for cleanup costs and administration, civil suits, and criminal charges.
Contract compliance action by the University shall not be construed to void or
suspend any enforcement actions by these or other regulatory agencies.
B. Contractor shall notify the University's Representative within 24 hours after
issuance of any citation(s) issued by any regulatory agency and shall be
responsible for all fines and costs necessary to correct the conditions listed in the
citation(s) to include all legal fees and University expenses.
END OF SECTION 7
Exhibit H (Part I)
Page 22 of29
SECTION 8: ENVIRONMENTAL MITIGATION
PART 1 - GENERAL
1.1 REQUIREMENTS
A. The Environmental Mitigation requirements for this Project are recorded in this
Specification Section. The mitigation measures may include, but are not limited
to, procedures and standards to control:
1. Dust Palliation
a. All unpaved construction areas shall be sprinkled with water or
other acceptable Yolo-Solano Air Quality Management District
(AQMD) dust control agents during dust generating activities to
reduce dust emissions. Additional watering or acceptable AQMD
dust control agents shall be applied during dry weather or windy
days until dust emissions are not visible.
b. Trucks hauling dirt and debris shall be covered to reduce wind
blown dust and spills.
c. On dry days, dirt or debris spilled onto paved surfaces shall be
swept up immediately to reduce resuspension of particulate matter
caused by vehicle movement. Approach routes to the Project site
shall be cleaned daily of construction related dirt in dry weather.
d. On-site stockpiles of excavated material shall be covered or
watered.
2. Noise
a. Noise from job equipment and construction operations shall be
kept to a minimum by use of adequate mufflers and other
appropriate means.
b. Comply with all City of Davis sound ordinances as required.
3. Odors: Work that causes excessive odors shall be performed only after
coordination with the University's Representative. Filtering of air intakes
to units may be needed to prevent odors and vapors from entering the
buildings. Contractor shall provide 7 business days advance notice to the
University's Representative in order for advance notices to be forwarded
to building occupants. Work stoppage may occur if advance notification
has not been coordinated or odors and vapors from the work are found to
generate complaints from building occupants.
1.2 ARCHAEOLOGICAL RESOURCES
Refer to Exhibit M - List of Mitigation Responsibilities.
1.2 NOXIOUS OR TOXIC MATERIALS
A. No noxious or toxic materials shall be used in or around occupied buildings
without prior approval of the University.
B. Store volatile wastes in covered metal containers and remove from premises daily.
C. Prevent accumulations of wastes that create hazardous conditions.
Exhibit H (Part I)
Page 23 of29
D. Provide adequate ventilation during use of volatile or noxious substances. Use
such materials only after 48 hours previous notification to the University's
Representative and preferably on weekends or "down" periods.
E. Do not dispose of volatile wastes, such as mineral spirits, oil, or paint thinner, in
storm or sanitary drains.
F. Do not allow or permit oil or fuel spillage during vehicle or equipment operations
or maintenance. Any vehicle or equipment spills shall be cleaned up immediately
and the soil disposed of properly. Provide secondary containment around any fuel
or oil storage areas.
G. Train Superintendent in prevention and correction of spills.
1.3 REMOVAL AND DISPOSAL OF EXCESS SOIL
A. All excess soil shall be disposed of by the Contractor off the University property,
at no additional cost to the University.
1.4 REMOVAL AND DISPOSAL OF WASTE MATERIALS
A. All waste materials resulting from the process of clearing and construction shall be
legally disposed of as follows:
1. All refuse and debris, combustible and incombustible, resulting from the
processes of construction, shall be removed from the University's property.
The Contractor shall not use any refuse container belonging to the University.
2. Solvents: Solvents, oils and any other material that may be harmful to plant
life shall be disposed of in containers and removed from the University's
property. At completion of Work, any contaminated soil shall be removed
from the University's property and replaced with good soil by Contractor at no
additional cost to the University.
B. Do not burn or bury rubbish or waste materials on the University's property.
C. During construction, maintain buildings, premises and property free from
accumulations of waste materials and rubbish. Dispose of such waste, rubbish and
debris at reasonable intervals off the University's property.
1.5 PROTECTION OF EXISTING AIR HANDLING SYSTEMS
A. Contractor shall be responsible for protection of the cleanliness of the existing air
handling system at all times.
PART 2 - PRODUCTS (NOT USED)
PART 3 - EXECUTION (NOT USED)
END OF SECTION 8
Exhibit H (Part I)
Page 24 of29
SECTION 9: SPECIAL REOUIREMENTS
PART 1 - GENERAL
1.1 CONTRACTOR'S USE OF PROJECT SITE
A. Contractor's use of the Project site for the Work and storage is restricted to the
areas designated on the Drawings.
1.2 WORK HOURS
A. Per the Neighborhood Master Plan Environmental Impact Report, construction
activities will primarily take place during daytime hours (Le., between the hours of
7:00 AM and 7:00 PM).
1.3 SITE INGRESS AND EGRESS
A. Access to Project site may be limited to designated routing on existing access
roads.
B. Contractor shall be restricted to enter and exit from the Project site. No other
streets may be used.
C. Access to Project site shall be as indicated on the Drawings.
D. Contractor shall take all necessary precaution to ensure the safety of the bicyclists
and pedestrians that use the campus roads, especially during the hourly class
breaks.
E. Contractor shall be permitted to block only 112 of a street at a time unless
specified otherwise. The street shall be operational and usable by the University at
all times.
F. All metal plating and metal bridging shall be non-skid with waffle-patterns or
right angle undulations or shall be coated with a non-skid product. Plating shall be
installed with no protruding edges or comers sticking up and with no bouncing or
shifting.
1.4 ROADS
A. Existing roads shall be used for construction access within the limits defined
herein. Temporary construction access roads shall not be permitted.
1.5 PARKING
A. For parking areas within Delivered Infrastructure, parking is permitted only in lots
specifically designated by TAPS.
1.6 TRAFFIC CONTROL
A. Contractor shall adopt all practical means to minimize interference to traffic.
Access to other facilities in the area shall be maintained at all times. The
Contractor shall provide a schedule of any activity that will impact traffic, or any
planned closing of the streets, for approval by the University's Representative and
Exhibit H (Part I)
Page 25 of29
shall give a minimum of 14 business d\lYs notice before closing any street or
access.
B. Contractor shall furnish at Contractor's expense all barricades, lights, and flaggers
required to control traffic and shall provide and maintain suitable temporary
barricades, fences, directional signs, or other structures as required for the
protection of the public; and maintain, from the beginning of twilight through'the
whole of every night on or near the obstructions, sufficient lights and barricades to
protect the public and Work.
C. It is the responsibility of the Contractor performing Work on, or adjacent to, a
highway to install and maintain such devices that are necessary to provide safe
passage for the traveling public through the Work, as well as for the safeguard of
workers. Before Work begins, traffic control plans for handling traffic through a
construction or maintenance Project shall be submitted to and approved by the
University's Representative and public agency or authority having jurisdiction
over the highway, in accordance with Chapter 5 of the CalTrans Traffic Manual.
1.7 BICYCLE TRAFFIC CONTROL
A. Contractor shall adopt all practical means to minimize interference with bicycle
traffic and existing bicycle routes. The Contractor shall provide a schedule of any
activity that will impact bicycle traffic, or any planned closure of the established
bicycle paths, for approval by the University's Representative and shall give a
minimum of 14 business days notice before closing any path or access to a bicycle
path.
B. Contractor shall furnish at Contractor's expense all barricades, lights, flaggers, and
signage required to control or re-route bicycle traffic and shall provide and
maintain suitable temporary barricades, fences, directional signs, or other
structures as required for the protection of the public; and maintain, from the
beginning of twilight through the whole of every night on or near the obstructions,
sufficient lights and barricades to protect the public and Work.
C. Contractor shall provide directional signs for use throughout the duration of the
Project. The quantity shall be determined by the University'S Representative and
Contractor during a mandatory Pre-construction site meeting. Contractor shall
prepare a mock-up of the sign for approval by the University'S Representative.
D. Before Work begins, a site meeting shall be held to discuss bicycle traffic control
plans for handling bicycle traffic through a construction or maintenance Project
shall be submitted to and approved by the University's Representative.
1.8 SURROUNDING SITE CONDITION SURVEY
A. Prior to commencing the Work, Contractor, and University's Representative shall
tour the Project site together to examine and record damage to existing adjacent
buildings, campus streets and city streets, bicycle paths, sidewalks, and all other
improvements. This record shall serve as a basis for determination of subsequent
damage due to Contractor's operations and shall be signed by all parties making
the tour. Any cracks, sags, or damage to the adjacent buildings and improvements
Exhibit H (Part I)
Page 26 of29
not noted in the original survey, but subsequently discovered, shall be reported to
the University's Representative.
1.9 INTERRUPTION OF BUILDING SERVICES
A. Planned utility service shutdowns shall be accomplished during periods of
minimum usage. In some cases this will require Work activities before 8:00 A.M.
and after 5:00 P.M. and weekend Work, at no additional cost to the University. At
least 7 business days advance notice shall be given to the University's
Representative before interruptions to utility service (refer to Utility Service
Interruption/Shut Down Request) and other interferences with use of existing
buildings, surrounding hardscape and roads.
B. Shutdowns critical to the completion of the project shall be listed as Milestones on
the project schedule. The Contractor shall program Work so that service will be
restored in the minimum possible time, and shall cooperate with the University in
reducing shutdowns of utility systems.
C. The University reserves the right to deny shutdown requests based on scheduled
work load, research projects, and usage of surrounding buildings or other activities
planned on campus.
D. University's costs for initial planned utility service shutdowns shall be borne by
the University. If repeat utility service shutdowns are required due to work
necessary to correct Contractor's defective work, mistakes in new work layout
such as misalignment or installation conflicts with other new work, University's
costs for repeat shutdown(s) will be deducted from Contract Sum.
1.10 PROTECTION OF EXISTING STRUCTURES AND UTILITIES
A. The Drawings show, if applicable, existing above and below grade structures,
drainage lines, storm drains, sewers, water, gas, electrical, hot water, and other
utilities that are known to the University.
B. Locate and surface mark (various colors specified by USA) all known existing
underground structures and utilities before proceeding with construction
operations that may damage them. Prior to commencing excavation and trenching,
coordinate with Underground Service Alert (USAIl-800-642-2444) for field
verification and marking of utilities within limits of Project site. Provide USA
notification permit number to University's Representative prior to starting site
Work. Existing underground structures and utilities shall be kept in service unless
approval to interrupt or shutdown service is obtained from University's
Representative. If damaged, they shall be repaired with no adjustment of Contract
Sum or Contract Time.
C. If any other structures or utilities are encountered, request University's
Representative to provide direction on how to proceed with the Work.
D. If any structure or utility is damaged, take immediate action to ensure the safety of
persons and property. Correct damage.
E. The known existing utilities are shown on the Drawings in their approximate
location and the Contractor shall exercise care in avoiding damage to these
Exhibit H (Part I)
Page 27 of29
facilities. The Contractor will be held responsible for the repair if damaged. The
University or University's Representative does not guarantee that all utilities or
obstructions are shown or that the locations indicated are accurate.
F. No Work is to be performed on energized electrical equipment unless scheduled
with the University's Representative. The University reserves the right to specify
specific conditions for all Work involving energized high-voltage electrical
equipment.
G. Contractor shall uncover, prior to any earthwork for new construction, all existing
piping where crossings, interferences or connections are shown on the Drawings,
from 1 foot below proposed construction limit to the existing ground surface. Any
variation in the actual elevations and the indicated elevations shall be brought to
the University's Representative's attention. Ifthe Contractor does not expose all
existing utilities, Contractor shall not be entitled to additional compensation for
Work necessary to avoid interferences.
H. If interferences occur at locations other than the general locations shown on the
Drawings, and such utilities are damaged before their locations have been
established, or create an interference, the Contractor shall notify the University's
Representative and a method for repairing the damage or correcting the
interference shall be supplied by the University's Representative. Payment for
additional Work due to interferences not shown on the Drawings shall be in
accordance with the General Conditions.
I. Care shall be exercised to prevent damage to adjacent facilities including walks,
streets, curbs, and gutters; where equipment will pass over these obstructions
suitable planking shall be placed. Damaged facilities, due to the Contractor
operations, shall be removed and replaced at the Contractor's expense.
1.12 PROTECTION OF PERSONNEL
A. Students and University of California Davis (UCD) personnel will be occupying
parts ofthe adjacent buildings during the construction period. Contractor shall
take proper precautions to ensure the safety of all persons during the construction
period.
1.13 PROJECT SITE SECURITY
A. Security of the Project site shall be strictly maintained. Contractor shall be
responsible for keeping applicable areas involved in this Work locked at all times
when Work is not in progress.
1.14 KEYS (NOT USED)
1.15 CONSTRUCTION STAGING & MULTIPLE CONSTRUCTION CONTRACTS
A. All material for construction operations shall be brought in and the Work so
conducted as to avoid any interference with existing University facilities or their
normal operations, and with concurrent construction Work by other contractors.
1.16 FINAL EXAMS SCHEDULE (NOT USED)
1.17 WORK SITE DECORUM
Exhibit H (Part I)
Page 28 of29
A. ' Extreme care to limit noise shall be taken at all times that the building is occupied.
Loud or unnecessary conversation shall be avoided.
B. Contractor shall control the conduct of its employees so as to prevent unwanted
interaction initiated by Contractor's employees with UCD students, staff, or other
individuals (except those associated with the Project), adjacent to the Project site.
Without limitation, unwanted interaction by Contractor's employees includes
whistling at or initiating conversations with passersby.
C. Smoking is not allowed in any University building. University policy prohibits
smoking within 20 feet of building entrances or exits, and within 20 feet of any
operable window.
D. Alcoholic beverages are prohibited on the University's Project site.
1.18 PUBLICITY (NOT USED)
1.19 PROJECT SIGN & NOTICE (NOT USED)
1.20 JOB OFFICE
A. Contractor shall provide and maintain all temporary facilities as required for
completion of the Project.
B. Contractor shall provide and maintain a temporary office for its use and that of its
Superintendent.
C. Contractor shall be responsible for providing all necessary temporary utility hook-
ups including but not limited to: sanitary sewer, electricity, telephone, data and
water.
D. Contractor shall provide space with table and chairs for meetings.
1.21 SALVAGE
A. All material and equipment removed as part of this Project is the property of the
Contractor and shall be removed from the Campus and legally disposed of.
1.23 FURNISHED CONSTRUCTION DOCUMENTS (NOT USED)
1.24 UNIVERSITY FURNISHED ITEMS (NOT USED)
1.25 PROTOCOL FOR SITE ACCESS-CALIFORNIA NATIONAL PRIMATE RESEARCH
CENTER (NOT USED)
1.26 JOB CONDITIONS (NOT USED)
1.27 CONTRACTOR'S PROJECT MANAGER (NOT USED)
1.28 QUALITY ASSURANCE MANAGER (NOT USED)
1.29 PROJECT MANAGEMENT SOFTWARE (NOT USED)
END OF SECTION 9
Exhibit H (Part I)
Page 29 of29
EXHIBITH
LIST OF CERTAIN UNIVERSITY REGULATIONS
Part 2: Detection Alarm & Communication Systems
PART 1 - GENERAL
Single Family homes shall comply with most current adopted California Fire Code, California Building
Code and NFP A 72.
Multi-family homes shall comply with most current adopted California Fire Code, California Building
Code and NFP A 72
RetaiVcommercial shall comply with most current adopted California Fire Code, California Building Code
and NFPA 72.
Nothing in this Section or described below may reduce or eliminate the requirements of the above codes in
any way.
Where allowed by the above, the remainder of this section shall apply to multi-family and
commercial/retail buildings only.
1.1 SYSTEM DESCRIPTION
A. Noncoded, addressable system; multiplexed signal transmission dedicated to fire alarm service
only.
B. Approval Authorities
1. The Approval Authority for this section of the project shall be the University of
California, Davis Fire Departments (UCDFD). - to be verified per submittal
requirements.
1.2 SUBMITTALS
A. Procedure.
1. Prepare and submit copies of shop drawings, catalog cut sheets, CSFM listing sheets, and
additional information required in this section, to the University's Representative for
approval.
2. Conform to other submittal information listed at the UCDFD web page:
(http://fire.ucdavis.edu/ucdfire/UCDFDfirenethome.htm)
If the submittals are not approved in the second submittal, the contractor will be required
to attend a meeting at the UCDFD's office to discuss comments prior to the next
submittal.
3. The contractor shall not start any construction on the fire alarm system prior to UCDFD
approval of shop drawings. If any such construction precedes submittal approval, all
inspection by the UCDFD will cease, and resulting project delays will be solely the
responsibility of the Contractor.
4. While the system installation is in progress, one set of shop drawings that have been
stamped "approved" by the UCDFD shall be kept at the job site and will be updated
regularly to reflect current as-built information. See paragraph 1.7.H for as-built
requirements.
Exhibit H (Part II)
Page 1 of2
5. Submit Testing & Commissioning Procedures prior to pre-test.
6. Submit Field quality-control test reports.
B. Manufacturer's Product Data-Submit the following:
1. Equipment schedule showing exact types, current CSFM listing, and quantity of all fire
alarm devices.
2. Technical data showing exact types of all fire alarm devices. Specific components on
catalog cut sheets must be highlighted or otherwise identified. All equipment drawing
alarm or supervisory current shall have documentation of the current draw clearly marked
and highlighted in the submittal information.
3. Technical information showing physical dimensions, weight, finish and mounting
requirements.
C. Shop Drawings
1. Submit shop drawings as follows: Drawn with AUTOCAD (latest version) to the same
scale as the architectural drawings, showing device layout, raceway routing, conduit and
wire size, wire identification numbers, room and floor identification numbers, and
utilizing NFP A 170 symbols for all devices. The drawings shall be stamped and signed
by the contractor's engineer who shall be a licensed fire protection engineer or a licensed
professional engineer in the state ofCalifomia.
Exhibit H (Part II)
Page 2 of2
EXIllBITH
LIST OF CERTAIN UNIVERSITY REGULATIONS
Part 3: Fire Suppression
GENERAL
Refer to the UCD Fire Department web site for the Fire Department latest requirements, such as
fire access, inspection, plan review, etc. http://fire.ucdavis.edu/ucdfire/UCDFDfirenetHome.htm
REFERENCED STANDARDS
NFPA (National Fire Protection Agency) -13,2002 edition - Commercial/Retail Buildings
NFPA-13R, 2002 edition - Multi-family Residential Buildings
NFPA-24, 2002 edition - Underground Piping - Excluding Single Family Homes
NFPA-13D - 2002 Single Family Homes
HYDRAULICALLY DESIGNED SYSTEM
All hydraulically designed sprinkler systems shall be provided with a minimum of a ten percent
safety margin on either the supply or pressure side of the design graph.
All sprinkler systems shall be designed to provide the appropriate density based upon a hazard
occupancy classification specified by NFPA 13, NFPA 13R and NFPA 13D. In those cases where
NFPA 13 does not specifically identify the hazard occupancy ciassification, the University of
California Davis (UCD) Fire Marshal shall determine the hazard ciassification.
The water supply requirement for sprinklers only shall be calculated from the density curves in
NFPA 13, NFPA 13R and NFPA 13D. System piping shall be calculated to satisfy a single-point on
the appropriate design curve. It is not necessary to meet all pOints on the selected curve.
SUBMITTALS
Submittals shall include product data, shop drawings and calculations per NFPA 13, NFPA 13R
and NFPA 13D. Requests for water flow data shall be made to the University's Representative
prior to bid.
Data sheets. for NFPA 13 shall include, but not be limited to, the following components:
1. Sprinkler heads and accessories
2. Pipes and fittings
3. Check valves
4. Gauges
5. Alarm flow switches
6. Hangers and supports
7. Fire department connection
8. Control valves inciuding post indicator valves, gate valves, butterfly valves, and globe
valves
9. Valve supervisory switches
10. Hose cabinets and sprinkler head cabinets
11. Identification Signs
12. CSFM listing numbers (include any tamper alarm supervisory devices)
Exhibit H (Part Ill)
Page 10f9
Shop drawings for NFPA 13 shall include, but not limited to, the following information (clearly
identify design parameter i.e., hydraulic or pipe schedule):
1. Hydraulic calculations for hydraulically designed systems
2. Complete piping plan
3. Reflected ceiling plan with all areas clearly designated
4. Location and size of all hangers and earthquake bracing
5. Project location
6. Point of compass
7. Ceiling construction
8. Full length cross section
9. Location of fire walls
10. Location of seismic joints
11. Location of partitions
12. Occupancy hazard classification of each area or room
13. Location and size of blank spaces and closets
14. Any questionable small enclosure that no sprinklers are intended to be installed (shall
be clearly identified)
15. Water supply information - calculate water available from pOint of connection with
water main, upstream of any cross connection device
16. Other sources of water supply
17. Make, type, number, and nominal orifice size of sprinklers
18. Temperature rating and location of high temperature sprinklers
19. Total area protected by each system on each floor
20. Number of sprinklers on each riser per floor
21. Location of alarm bells
22. Total number of sprinklers on each dry-pipe system, pre-action systems, combined
dry-pipe/pre-action system or deluge system
23. Nominal pipe size and cutting lengths or center-to-center dimensions of pipe
24. Location and size of riser nipples
25. Type of fittings, joints, sleeves, and location of all welds and bends
26. Location of all control valves, check valves, drain pipes, test pipes, and their
terminals
27. Size and location of hand hose, hose outlets, and related equipment
28. Underground pipe Size, length, location, weight, material, pOint of connection to city
main, type of valves and meters, and the depth that the top of the pipe is laid below
grade
29. Provisions for flushing - size all drains and test valves to handle maximum water
volume
30. Additions to an existing system shall include sufficient depiction of the existing
system on the drawings as to make all conditions clear
31. Complete name-plate data
32. Name and address of Contractor
33. California State Contractor's license stamp and the identity of the designer
34. Mounting height of fire department connections.
35. Penetrations of rated assemblies shall be fire-stopped. Fire stopping shall be an
approv.ed material as described in State Fire Marshal Standard 12-43.1.
Require the following general note on shop drawings submitted for approval by the University
Fire Department / Designated Campus Fire Marshal (UCDFD/DCFM) shall include the following
standard wording:
1. The automatic sprinkler system shall conform to the requirements of the 2002 edition
of NFPA 13, NFPA 13R, and NFPA 130.
Exhibit H (Part III)
Page 20f9
2. Penetrations of rated assemblies shall be fire-stopped per, NFPA13, NFPA 13R, and
NFPA 130. Fire stopping shall be an approved material as described in State Fire
Marshal Standard 12-43.1.
3. Installation of the sprinkler system shall not be started until completed plans and
specifications (including water supply information and capacity of existing sprinkler
system, if any) have been approved by the(UCDFD/DCFM)
4. A p p r o v ~ d plans and speCifications shall be kept on the job site and made available
upon request.
5. At various stages and upon completion, the system must be tested in the presence of
the (UCDFD/DCFM).
Submittals having inaccurate hydraulic calculations, content, which is illegible, incomplete or
unclear, will be returned without review or approval.
MATERIALS
UNDERGROUND PIPING
See Exhibit H, Part IV: Underground Fire Protection System, for requirements on underground
piping.
ABOVE GROUND PIPING
For NFPA 13:
Flanged fittings shall be used at above grade exterior locations.
Riser and cross mains shall be steel pipe and joined by welding or by roll grooved pipe and
fittings, the minimum nominal wall thickness for pressures up to 300 psi (20.7 bars) shall be in
accordance with Schedule 10 for sizes up to 5 in. (127 mm); 0.134 in. (3.40 mm) for 6 in. (152
mm); and 0.188 in (4.78 mm) for 8 and 10 in. (203 and 254 mm) pipe. When steel pipe is joined
by threaded fittings or by fittings used with pipe having cut grooves, the minimum wall thickness
shall be in accordance with Schedule 30 [in sizes 8 in. (203 mm) and larger] or Schedule 40 [in
sizes less than 8 in. (203 mm)] pipe for pressures up to 300 psi (20.7 bars).
Sprinkler piping shall be American Society for Testing and Materials (ASTM) black steel pipe or
ASTM B88 type L copper tube installed in an approved manner.
Risers shall be four-inch minimum pipe size from base of risers through the fittings to cross mains
serving the first story.
Connections and fittings shall be threaded, flanged, grooved, or welded. Grooveless clamp or
saddle fittings are not acceptable.
Grooved clamp tees and bolted branch outlets shall not exceed one-inch branch size and are
subject to inspection prior to attachment of branch piping or sprinklers.
Reducing fittings shall be tapered cast metal products. Where grooved couplings are used, there
shall be a separate coupling for each connection to the reducing fitting.
Each sprinkler head shall be connected to supply piping via a threaded branch outlet and by a
minimum one-inch to one-half inch threaded reducing fitting.
VALVES
For NFPA 13:
Exhibit H (Part III)
Page30f9
All valves shall be 175 psi working pressure and Underwriters' laboratories, Inc. (UL) or Factory
Mutual System, Factory Mutual Engineering Corporation (FM) approved.
Gate Valves:
Four-inch pipe size and larger: OS&Y type, iron body, and bronze mounted. A valve
supervisory tamper switch shall be required.
Three-Inch pipe size and smaller. OS&Y type; bronze gate with solid wedge; a valve
supervisory tamper switch shall be required.
Angle valves:
Bronze angle valve with screw-in bonnet, internal seat, and renewable disc.
Globe valves:
Bronze globe valve.
Check valves:
Iron body, bronze mounted, horizontal swing check valve with bolted bonnet. Check
valves shall be designed for replacement of internal parts without removal of valve body
from piping. Alarm check valves will not be used. All backflow protection devices shall be
approved on the most recent "List of Approved Backflow Prevention Assemblies," USC
Foundation for Cross-connection Control and Hydraulic Research.
Post indicator valves (if required by UCDFD):
Cast iron, bronze mounted, double disc, non-rising stem gate valve with cast Iron body
indicator post handle shall be secured with Master 2018 padlock (University standard)
and a valve supervisory tamper switch is required. Post indicator valves shall not be
installed if the system has a listed Indicating control valve located on the riser In a valve
room or other accessible location as approved by the University Fire Department.
Butterfly valves: .
Bronze body, threaded ends, stainless steel disc and stem, two-inch maximum pipe size
with integral tamper switch and geared slow close mechanism.
SPRINKLER HEADS
For NFPA 13:
Sprinkler heads shall be UL listed or FM approved. All temperature ratings shall be UCDFD
approved.
For exterior and corrosive atmospheres, provide wax-coated sprinkler heads. For sleeping rooms,
install Quick Response Standard type sprinkler heads.
Nothing in this speCification shall prevent submittal of new technology fire sprinkler applications
provided these devices are UL or SFM listed and approved.
SPRINKLER HEAD GUARDS
For NFPA 13, NFPA 13R, AND NFPA 13D:
Install sprinkler head guards in storerooms and where subject to impact or less than 7 feet above
finished floor.
GAUGES
For NFPA 13 NFPA 13R, AND NFPA 13D:
Gauges shall be installed on each side of the main check valve and at each test pipe.
Pressure gauges shall be UL listed and labeled 3-1/2 inch dial, liquid filled type, 0-300 psi scale,
markings not to exceed 5-psi increments.
Each pressure gauge shall be fitted with a three-way valve and 1/4-inch test gauge connection.
Exhibit H (Part III)
Page 4 of9
SLEEVES AND ESCUTCHEONS
For NFPA 13 NFPA 13R, AND NFPA 13D:
Provide sleeves for all pipes passing through slabs, concrete walls, and partitions .. Sleeves shall
extend 3 Inches above floors and be flush with walls, ceilings, and partitions. In concrete
construction, sleeves shall be set in forms prior to pour.
Clearance between sleeves and pipes shall be 1 inch for pipes through 3 and one-half inches, 2
inch for pipe sizes 4 inches and greater, and three inches for seismic joints. .
For sleeves set in fire walls and floors, caulk space between pipe and sleeve with fleXible,
approved fire-resistive packing compound to achieve rating at least equal to that of the wall or
floor penetrated. Sleeves in floors on grade or exterior wall below grade shall be packed with
oakum between pipe and sleeve, flush with top of sleeve for floors and with outer surface for
walls. Sleeves at seismic or expansion jOints shall not be packed unless located in a fire wall
where piping is routed through fire walls which are seismic or expansion jOints. Approved swing
joints shall be used, and the sleeves appropriately packed as specified above.
In concrete slabs and walls, schedule 40 black steel pipe shall be used as sleeve material.
Sleeves set in walls and slabs with waterproof membrane may be either cast iron or steel and
shall be provided with a flashing clamp device and corrosion resistant clamping bolts.
Furnish and install escutcheons of prime-coated steel set screw for exposed pipes passing
through walls, floors, and partitions.
FLOW SWITCHES
For NFPA 13, NFPA 13D & NFPA 13R:
Provide CSFM listed paddle type flow switches with automatic recycle retard and DPDT contacts.
TAMPER SWITCHES
For NFPA 13, NFPA 13D & NFPA 13R:
Provide CSFM listed weather-resistant tamper switches on all control valves. PIV switches shall
monitor target position. OS&Y switches shall monitor stem movement and shall be complete with
]-bolts.
Control valves located on branch lines serving sprinkler protection in elevator spaces shall be
provided with a tamper switch. Plug and loop type tamper switches shall not be used to
supervise control valves.
ALARM BELLS
For NFPA 13, NFPA 13R, NFPA 13D:
Provide weatherproof ten inch, 120 VAC electric bell with weatherproof back box. UL or FM
approved. Locate on the face of the,protected building adjacent to the fire department
connection with a mounting height of eight to ten feet above finished grade.
Provide sign directly below the bell. Obtain sign information from the University Fire Department.
HANGERS
For NFPA 13, NFPA 13R, NFPA13D:
Exhibit H (Part III)
Page50f9
Provide in accordance with referenced standards. Do not mix piping material and hanger material
of dissimilar metals. All beam clamps shall be fitted with steel retainer straps. Hanger rod of less
than 3/B-inch diameter is not permitted.
Sprinkler piping shall be hung with hangers and support pipe independent of any other hanger,
support systems or devices. No non-sprinkler materials may be suspended from 01' attached to
sprinkler piping or components.
INSTALLATION
For NFPA 13, NFPA 13R, NFPA 13D:
PIPING
Provide reducing fittings for all changes in pipe size, and provide fittings for all changes in pipe
direction. Riser piping shall be installed plumb with offset fittings used where alignment
adjustment is necessary.
Provide unions for pipe sizes below 2 inch and flanged or grooved fittings for sized 2 inch and
above to permit disconnection of eqUipment and fixtures.
All welded piping shall bear a stamp or imprint of the certified welder and shall be inspected by
the (UCDFD/DCFM)prior to installation. The Contractor shall maintain certified records of welders
or fabricators and have available for (UCDFD/DCFM)review on construction site.
All piping shall be installed to permit thorough drainage.
VALVES
Install Inspector's test valves and drain valves In conveniently accessible locations and discharge
shall be to the outside of the building or to a drain adequate in capacity to handle the full flow.
Exhibit H (Part III)
Page 60f9
The riser shall be arranged as shown in the attached diagram:
University of Califomia, Davis
Fire Department
GROOVED 90' ELBOW
TO SYSTEM
GROOVED G01JPlING----_"'1
Mirimum clearance on aJ sides rrusI
be nol tess Illan 1 Inch for pjpes 1 Inch
through 3 Y, Inches, and 2 inches lor
pipe sizes 4 inches ancllarger,
(PER NFPA 13)
THRUST BLOCK
(PER NFPA 24) - - - ' ~ \ ) ,
-
FLEXIBLE
COUPLING
Date: 02106
10' ALARM BELL
[TO Be LOCATED ON THE FRONT
FACEOF THE'BUlLDING IN A
LOCATION APPROVED BY THE
FIRE DEPARTMENT
AND OWNER]
DRAIN'" TEST VAlVE CONNECTION
{INSPECTOR'S TEST VALVE & S/GI-fT
GLASS SHALL BE PROVIDED AT
SYSTEM'S MOST REMOTE PO/NT]
1+--- EXTERIOR WAlL
NOTE #1: PROVIDE A MINIMUM 3-
FOOT CLEARANCE AROUND RISER
(360' OF CLEARANCE),
RISER SHOULD NOT EXTEND MORE
THAN 5 FEET INTO BUILDING FROM
EXTERIOR WALL.
-"1-------' SLAB LEVEL
__ CONCRETE
-
FOOTING
CORE OR SLEEVE THRU FOOTING
UNDERGROUND
PIPING NO SCALE
FIRE SPRINKLER RISER ELEVATION
PROVIDE A MINIMUM 4" RISER UNLESS HYDRAULIC CALCULATIONS SUPPORT A SMALLER SIZE
Exhibit H (Part III)
Page 7 of9
WATERFLOW AND TAMPER SWITCHES
Install waterflow and tamper switches to monitor fire flow by floor and/or building. Coordinate
with (UCDFD/DCFM) for exact locations as building design and size, multiple systems, fire walls,
etc., may impact monitoring requirements.
INSPECTION AND TESTING
All tests described and referenced in these standards shall be performed by the Contractor in the
presence of the (UCDFD/DCFM) representative. A minimum of 72 hours notice is required by the
Fire Department prior to need. Tests and inspections shall apply to all water-source fire
protection systems, including fire hydrants, sprinklers, standpipes wet or dry or combination, and
all underground piping which supplies these systems and devices.
All piping shall be hydrostatic-pressure tested In accordance with these standards, and the
following listed codes and standards:
1. Sprinkler piping: NFPA 13-2002 edition, for NFPA 13, NFPA 13R, and NFPA 13D
2. Standpipes: NFPA 14-2000 edition, for NFPA 13 and NFPA 13R. Underground piping:
NFPA 24-2002 edition for NFPA 13, and NFPA 13R.
Systems shall be hydrostatic-pressure tested with installed drops and heads and prior to
installation of ceilings or enclosure of sprinkler piping. Inspection of hangers, sway bracing and
arrangement of valves and sprinkler heads will be conducted at the start of hydrostatic test,
when pipe is filled with water. Adjustment of drops after installed ceilings will not require
additional hydrostatic tests.
HYDROSTATIC TEST PREPARATION
The following preparations shall be made for hydrostatic testing:
1. Underground, rooftop, and other piping directly exposed to the exterior environment
and/or piping containing water absorbent material (e.g., asbestos cement) shall be
filled with water 24-hours preceding hydrostatic testing.
2. Interior piping shall be filled with water two hours preceding hydrostatic testing.
3. Piping shall be purged of all air and other gases prior to hydrostatic testing.
4. Underground piping shall be center-loaded and all fittings, jOints, strapping and
thrust blocking shall be exposed for hydrostatic pressure testing and inspection.
5. All above grade and interior piping, fittings and supports shall be exposed for
inspection and hydrostatic testing.
6. Fire department connections and piping shall be included in hydrostatic testing and
shall be flushed.
7. Underground mains and supply connections to sprinkler risers shall be flushed
thoroughly before connection to sprinkler systems.
8. Test of drainage facilities shall be conducted by opening each drain valve while the
system control valves are open to the supply. All systems will be tested in the
presence of the (UCDFD/DCFM) representative.
9. Upon satisfactory completion of all testing and inspections, the Contractor shall
certify to the (UCDFD/DCFM)by submittal of a completed Form 6, "Contractor's
Material & Test Certificate for Aboveground Piping" and/or a Form 7, "Contractor's
Material & Test Certificate for Underground Piping" immediately upon completion of
said test and inspections. Any variation in procedure must be approved in writing by
the University Fire Department.
10. Hydraulic name-plate, required sprinkler spares and wrench with box and other
control valve sign age and miscellaneous required materials shall be provided prior to
acceptance of system.
11. Contractor shall be responsible for coordination of all testing. System shall not be
acceptable with uncorrected or unresolved deficiencies. Water damage or associated
Exhibit H (Part III)
Page 8 of9
defects as a result of failure of piping or materials are the responsibility of the
Contractor.
Exhibit H (Part III)
Page 90f9
GENERAL
EXHIBITH
LIST OF CERTAIN UNIVERSITY REGULATIONS
Part 4: Underground Fire Protection System
All design, work and materials for the Underground Fire Protection system shall be approved by
the State Fire Marshal (SFM) as represented by the UC Davis Fire Department/ Designated
Campus Fire Marshal (UCDFD/DCFM). For work beyond the connection to the water main and
above the blank flange at the bottom of the building riser, see Site Water Line and Fire
Suppression sections.
All work shall be designed in accordance with the requirements of the UCDFD/DCFM, the
applicable editions of National Fire Protection Association (NFPA) 13 (2002) for commercial/retail
buildings, NFPA 13R for multi-family residential buildings and NFPA 13D for single family homes
and NFPA 24 (2002), and the appropriate editions of the California Building Code and the
California Fire Code. Coordinate the approval of the UCDFD/DCFM and the University's
Representative. Coordinate the electrical conduit installation for supervisory systems.
SUBMITTALS
Underground fire protection system shop drawings shall show all information required by NFPA
24 for commercial/retail buildings and multi-family buildings, NFPA 13 D for single family homes.
In addition, the shop drawings shall show the Soil Bearing Capacity of the soil (see Soils Report)
and the location, design, and size of mechanical restraints.
MATERIALS
All material shall be currently listed in the Underwriters Laboratories, Inc., Fire Protection
Equipment List and/or the Factory Mutual Approval Guide for use as intended in underground fire
line installations and shall be acceptable to the UCDFD/DCFM. All materials shall be in
compliance with NFPA 13 for commercial/retail buildings, NFPA 13R for multi-family residential
buildings and NFPA 13D for single family homes. Material pending approval shall not be
acceptable. Coordinate with Fire Suppression requirements for information on valves and other
related requirements.
Vertical piping, piping installed within 5 feet of the building and piping under all footings and
slabs shall be cast or ductile iron.
Drain piping that is installed underground shall be PVC or galvanized pipe, wrapped to protect
against corrosion.
Uniflanges shall not be used on vertical piping, above ground, or in the basement. Tops of
vertical risers shall be rodded down to the 90 degree bend at the base of the riser. Horizontal
risers shall be rodded back to deadman of sufficient size to secure the flanged fitting.
FIRE HYDRANTS
General:
Exhibit H (Part IV)
Page 1 of5
1. Install with the outlets facing the street and meeting the other requirements shown on
the diagram shown below.
2. The University shall paint the hydrant in accordance with National Fire Protection
Association (NFPA) 24, edition 1995 requirements.
3. Where subject to mechanical injury, protect hydrants as approved by University Fire
Department so as not to interfere with connection to the outlets.
Fire Hydrant Placement Standards
The following data and diagrams outline the standards for type, placement, and performance of
fire hydrants acceptable to the University of California at Davis and the UC Davis Fire
Department. Should you have any questions about fire hydrants please do not hesitate to call
the UC Davis Fire Department at (530)752-1236.
1. Hydrant shall be Clow Corporation Model #92, Slim Line, low silhouette, with two 2-V2
outlets and one 4-V2 outlet. All outlets must have National Standard fire hose thread. If
Model 92 is unavailable, the University Fire Division may accept the Clow Model #176 on
a case by case basis. (This design is also available from Long Beach Iron Works, Inc. as
Model #651, "The Logan".)
2. Hydrant shall be installed with outlets facing the street, with 4 112 opening neither less
than 2 feet nor more than 7 feet from street curb.
3. Center of the lowest outlet shall be not less than 18 inches above finished grade.
4. Street valve serving the hydrant must be located neither less than 5 feet nor more than
12 feet from the hydrant.
5. Deviations from this standard shall be approved in advance by the UC Davis Fire
Department.
nlRUBTBLQCK
POST INDICATOR VALVE
Exhibit H (Part IV)
Page 2 of5
Nf:PI\ 141
All post indicator valve installations shall be approved by the University Fire Department. The
post indicator valve (PIV) shall be located not more than 40 feet from the building. Where
conditions do not permit, the post indicator valve shall be placed where it will be readily
accessible in case of fire and not liable to injury. Location of the PIV shall comply with aesthetic
needs of the University and shall require specific site approval. Maintain a three-foot clear radius
around the PIV as specified for the fire department connection.
BACKFLOW PREVENTION DEVICE AND FIRE DEPARTMENT CONNECTION
A backflow prevention assembly and Fire Department Connection (FDC) is required on all fire
lines. See diagram below.
1. Locate the backflow prevention device outside of the building in an accessible location
mounted on a minimum 6-inch height concrete slab so that it remains clear of adjacent
vegetation. Insulate the aboveground piping 6 inches and smaller with removable blanket
insulation (fiberglass insulation is not acceptable).
2. Backflow protection devices shall be UL listed.
3. Where subject to mechanical injury, protection shall be provided. The means of approved
protection shall be arranged in a manner, which will not interfere with the connection to
inlets.
4. Fire department connections shall be located not less than 40 feet from the buildings and
properly protected. The fire department connection shall be clearly visible from the
street. The fire department connection shall front the street of primary fire department
vehicular access and shall be located within 25 feet of a fire hydrant. Fire department
connection inlets shall be located 30 to 36 inches above grade on street front and as
measured at all inlets within a three-foot radius. Note: Where conditions do not permit,
the fire department connection shall be placed where it will be readily accessible in case
of fire and not liable to injury. All fire department connection locations shall be approved,
by the University Fire Department.
a. Systems with a flow demand of 500 gpm or less: Provide four-inch pipe mount
by 2-1/2 (siamese), brassi dual clapper, freestanding fire department inlet
connections, one-inch cast lettering, brass finish with plugs and chains or
sensible caps ..
b. Systems with a flow demand greater than 500 gpm: Provide six-inch pipe mount
by 2-1/2 inch, 4-way, brass, four clapper freestanding fire department inlet
connections one-inch cast lettering, brass finish. Inlet corrections shall be
oriented in a quad arrangement.
5. Maintain a s-foot clear radius around the fire department connection. Grade variation
within this radius shall not exceed 1:12. The fire department connection shall be
arranged so that hose lines can be ready and conveniently attached to inlets without
interference from any nearby objects including buildings, fences, posts, vegetation, or
other fire department connections.
6. Underground piping serving the fire department connections shall be wet pipe under
system pressure with check valve at each fire department connection.
7. Paint the FDC with 2 coats of reflective paint (bright white with a minimum visual light
reflectance value of 90%) and provide a building identification Sign from the Campus
Sign Shop. Provide a UCDFD-approved pictogram if more information is needed beyond
the building name.
Exhibit H (Part IV)
Page 3 of5
UL APPRovt:D (FOR fiRE PROTECTION
SERVICE) DOUBLE OlEO<
ASSEI,/BL Y - o. s.&:Y.G. V .. CAHAINED .
ItlTHE <FEN POSITIOO -..--------.......
etoS( GAlV. NIPPLE
-4'Kto" GALV. lEE
4" GAl II 45- ELBOW
L 4'"A1-1/2":d-l/2" me eN
A W/CAPS
"----- 4")[ 12" GN..V. NIPPLE
BRASS CAPS
'----ULfFl,l CHECK VAL\I
FL X THRADED
AOAPIIR
CoNDUIT TO BUIlDING
TAMPER
(BOm VAlIj{S) __ ...J
USE MEOlANICAL
RESlRAiNT AT PotN IS
'WHERE PIPE
DIREClIOO..
'--___ FlxMJ ADAPTOR
-'----SLEVE fAII'l CLEA,ftAl'lcr: '"P1P:
- \'To 3-1/2"
2"PIPE - 4" 00 LARGER
FEBCO MODEL 805(SHOWN) (2-1/2" - 1 a") OR FEBCO MODEL 870
DOUBLE CHECK VALVE ASSEMBLY
INSTALLATION
Piping shall be installed in a manner acceptable to the UCDFD/DCFM and the University's
Representative.
Follow NFPA 24 Requirements. When the system riser is close to a foundation or footing
r
underground fittings of proper length shall be used to avoid pipe joints located in or under the
wall or footing. When the connection passes through a foundation or footing below grader a 1 to
2 inch clearance shall be provided around the piper and the clear space filled with asphalt mastic
or similar flexible waterproofing material.
Piping shall be installed in compliance to NFPA 13 for commercial/retail buildings
r
NFPA 13R for
multi-family residential buildings and NFPA 13D for single family homes. Give special attention to
materials and coatings.
Exhibit H (Part IV)
Page 4 of5
Provide mechanical restraints. Thrust blocks will not be permitted except for Fire Hydrants. Depth
of bury for piping shall be a minimum of 36 inches under vehicular paving. Measurement is from
the top of the pipe to grade.
INSPECTION 8t TESTING
Inspections are required by the UCDFD/DCFM and University's Representative. An inspection of
underground installation, backflush, and hydrostatic test shall be conducted by the Contractor
and witnessed by a representative of the UCDFD/DCFM prior to backfill. Disinfect line from point
of connection to Building Fire Protection as per Exhibit H, Part I, Section 1 Disinfection of Water
Distribution Systems.
Underground piping shall be center-loaded and all fittings, joints, strapping, and thrust blocking
shall be exposed for hydrostatic pressure testing and inspection per NFPA 24.
Contractor shall prepare and complete NFPA 24. Inspection and installation certificates, as
applicable to fire system installed prior to acceptance testing and have them signed off by the
UCDFD/DCFM and the University's Representative immediately after acceptance testing and
approval.
Exhibit H (Part IV)
Page 5 of 5
EXHIBIT I
DELEGATED PUNCH LIST WORK
(PROPOSED)
Landscaping improvements between the back of curb and the property line have been
delegated to the Sub-phase Lessee.
Landscaping improvements include lighting, sidewalks, bike path paving, street trees,
plantings, and irrigation.
Landscaping improvements shall be generally consistent with the Landscape
Improvements at 90% Construction Documents dated June 5, 2009.
Exhibit I
Page 1 of]
EXHIBITJ
(RESERVED)
EXHIBITK
DESCRIPTION OF UNIVERSITY INFRASTRUCTURE IMPROVEMENTS
The University Infrastructure Improvements are as shown on the "Improvement Plans for
UC Davis West Village Backbone Infrastructure, 95% Construction Drawings," dated
March 2008, prepared by Wood Rodgers, Inc and submitted to Cunningham Engineering
Corporation on March 24, 2008.
ExhibitK
Page 1 of]
EXHIBITL
(RESERVED)
Sub-Phase Exhibit N
Cluster 2
List of Sub-Phase Lessee Consultants
Cunningham Engineering Corporation
MVE Institutional, Inc.
ExhibitN
Page 10fl
2114/2010
ASSIGNMENT AND CONSENT
(Student Housing Cluster 2)
In accordance with, and pursuant to the limitations set forth in, Section 7.4 of that certain
Student Housing Sub-Phase Lease (the "Sub-Phase Lease"), dated as of July _,2010, between
WVCP CLUSTER 2, LLC, a Delaware limited liability company ("Lessee") and The Regents of
the University of California (the "University"), with respect to the certain real property described
in the Sub-Phase Lease (the "Cluster") Lessee and its affiliate, West Village Community
Partnership, LLC, a Delaware limited liability company ("WVCP"), each hereby assigns to
University, as security for Lessee's performance under the Sub-Phase Lease, Lessee's and
WVCP's right, title and interest in, to and under that certain (1) ___________ _
__________ dated , 20_ (the "Contract") by and between Lessee
and/or WVCP and ("Contract Party"), and (2) all of
Lessee's and WVCP' s rights to, and interest in, the related Development Documents (as defined
in the Sub-Phase Lease). Any capitalized term not defined herein shall have the meaning given it
in the Sub-Phase Lease.
In consideration of the University executing the Sub-Phase Lease, Contract Party agrees
with the University that, following the occurrence of a Lessee Default (as defined in and
determined pursuant to the Sub-Phase Lease) by Lessee under the Sub-Phase Lease and upon the
University's written request ("Control Notice"), the Contract Party will continue performance on
behalf of the University or the University's designee pursuant to the above assignment under the
Contract in accordance with the terms thereof, provided the University cures any monetary
breach or monetary default by Lessee and/or WVCP under the Contract and thereafter pays the
Contract Party in accordance with the Contract for all services performed for the University at the
University's written request. University's delivery of a Control Notice hereunder shall be
deemed to be an assumption by University of all of Lessee's and/or WVCP's obligations under
the Contract which first arise from and after the date of University's delivery of the Control
Notice, whereupon Lessee and/or WVCP shall be released from any liability under the Contract
accruing from and after the date of delivery of such Control Notice. No request by the University
to the undersigned shall be honored unless in writing.
Contract Party acknowledges that the University is not responsible under the Contract
unless and until the University delivers the Control Notice referred to in the immediately
preceding paragraph. In connection with the foregoing, Contract Party hereby acknowledges and
agrees that in no event shall University have any obligation to pay any termination fee or other
reimbursement to Contract Party for an early termination of the Contract, unless such termination
results from the actions of University occurring after University has provided the Control Notice
and such fee or other compensation is expressly set forth as payable pursuant to the Contract.
W02-WEST:5AS\402564976.3 -1-
The Contract Party agrees that in the event of a default by Lessee and/or WVCP under the
Contract, the undersigned will give notice thereof to the University, at the following addresses:
The University:
Real Estate Services
University of California, Davis
One Shields A venue
Davis, California 95616-8678
Attention: Director, Real Estate Services
University of California
With a Copy to:
Real Estate Services
The Regents of the University of California
1111 Franklin Street, 6th Floor
Oakland, California 94607
Attn: Director, Real Estate Services
And a Copy to:
Office of the General Counsel
University of California
1111 Franklin Street, 8th Floor
Oakland, California 94607
Attention: James D. Agate, Esq.
Office of the General Counsel
The Contract Party hereby acknowledges and agrees that (A) the University is a third
party beneficiary of all rights of Lessee and WVCP under the Contract to the extent and pursuant
to the terms set forth in Section 5.7 of the Sub-Phase Lease, and (B) the Contract Party will not
terminate the Contract or stop work thereunder on account of any default of Lessee and/or
WVCP thereunder without written notice to the University and first providing to the University a
reasonable opportunity, but not less than thirty (30) days, to effect a cure of the default or to
declare Lessee in default under the Sub-Phase Lease and commence to complete or cause the
completion of the improvements to which the Contract relates. In the event the University so
elects to complete or cause the completion of said improvements, the Contract Party agrees not to
terminate said Contract or stop work thereunder so long as the monetary defaults of Lessee
and/or WVCP thereunder are cured by the University or its designee within a reasonable time.
However, nothing herein shall require the University to cure any default of Lessee and/or WVCP
under the Contract, but only gives it the option to do so.
The Contract Party hereby represents and warrants to the University that (i) the Contract
is a valid and enforceable agreement, (ii) except in connection with that certain assignment and
assumption agreement by and between Lessee and WVCP made substantially concurrently
herewith, there has been no prior assignment of the Contract by Lessee, WVCP or the
undersigned which the undersigned has notice or is aware, (iii) neither the Contract Party nor
Lessee and/or WVCP is in default under the Contract, (iv) all covenants, conditions and
agreements have been performed as required therein except those not due to be performed until
after the date hereof, and (v) the Contract Party is duly licensed to conduct its business in the
jurisdiction where such construction is to be performed and will maintain said license in full
force and effect throughout the life of the Contract.
W02-WEST:5AS\402564976.3 -2-
Contract Party hereby acknowledges and agrees that, although the Contract covers
projects which are in addition to the project ("Subject Project") to be developed upon the
Leased Land under the Sub-Phase Lease and notwithstanding anything to the contrary in the
Contract, following receipt of a Control Notice the scope of the Contract for purposes of the
performance by Contract Party and University (or University's designee, as applicable) pursuant
hereto shall be read to cover only the Subject Project. In connection therewith, the obligations
and liabilities of the respective parties shall be equitably apportioned to reflect the revised scope
as though the scope of the original Contract had been dedicated to only the Subject Project.
Following delivery of a Control Notice, Contract Party and University (or University'S designee,
as applicable) shall sign such documentation memorializing the revised scope of the Contract and
respective obligations as described herein as shall be reasonably requested by either such party.
[The remainder of this page is intentionally left blank.]
W02-WEST:5AS\402564976.3 -3-
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Consent
as of the day of July, 2010.
LESSEE:
WVCP CLUSTER 2, LLC,
a Delaware limited liability company
By: WEST VILLAGE COMMUNITY PARTNERSHIP II, LLC,
a Delaware limited liability company,
its Managing Member
By: CP WEST VILLAGE II, LLC,
a California limited liability company,
its Manager
By: CP INVESTMENT II REIT,
a Maryland real estate investment trust,
its Managing Member
By: ____ --'--__
Ron Zeff, President
WVCP:
WEST VILLAGE COMMUNITY PARTNERSHIP, LLC,
a Delaware limited liability company
By:
Name: ____________________ _
Its:
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
W02-WEST:5AS\402564976.3 -4-
/
\
CONTRACT PARTY:
a __________________________ _
By: ______________ _
Name:
-----------------------------
Title: ____________________________ __
Address: __________________________ _
Attention:
Telephone: ____________ _
Telecopy:
UNNERSITY:
THE REGENTS OF THE UNNERSITY OF CALIFORNIA,
a California corporation
By: ________________________ _
Name: ______________________ _
Its: ________________________ _
W02-WEST:5AS\402564976.3 -5-
ASSIGNMENT AND CONSENT
(Student Housing Cluster 2)
In accordance with, and pursuant to the limitations set forth in, Section 7.4 of that certain
Student Housing Sub-Phase Lease (the "Sub-Phase Lease"), dated as of July _,2010, between
WVCP CLUSTER 2, LLC, a Delaware limited liability company ("Lessee") and The Regents of
the University of California (the "University"), Lessee hereby assigns to University, as security
for Lessee's performance under the Sub-Phase Lease, Lessee's right, title and interest in, to and
under that certain (l) dated
_____ , 20_ (the "Contract") by and between Lessee and _ _________ _
____ ("Contract Party"), and (2) all of Lessee's rights to, and interest in, the related
Development Documents (as defined in the Sub-Phase Lease). Any capitalized term not defined
herein shall have the meaning given it in the Sub-Phase Lease.
In consideration of the University executing the Sub-Phase Lease, Contract Party agrees
with the University that, following the occurrence of a Lessee Default (as defined in and
determined pursuant to the Sub-Phase Lease) by Lessee under the Sub-Phase Lease and upon the
University's written request ("Control Notice"), the Contract Party will continue performance
on behalf of the University or the University's designee pursuant to the above assignment under
the Contract in accordance with the terms thereof, provided the University cures any monetary
breach or monetary default by Lessee under the Contract and thereafter pays the Contract Party
in accordance with the Contract for all services performed for the University at the University's
written request. University's delivery of a Control Notice hereunder shall be deemed to be an
assumption by University of all of Lessee's obligations under the Contract which first arise from
and after the date of University's delivery of the Control Notice, whereupon Lessee shall be
released from any liability under the Contract accruing from and after the date of delivery of
such Control Notice. No request by the University to the undersigned shall be honored unless in
writing.
\
Contract Party acknowledges that the University is not responsible under the Contract
unless and until the University delivers the Control Notice referred to in the immediately
preceding paragraph. In connection with the foregoing, Contract Party hereby acknowledges and
agrees that in no event shall University have any obligation to pay any termination fee or other
reimbursement to Contract Party for an early termination of the Contract, unless such termination
results from the actions of University occurring after University has provided the Control Notice
and such fee or other compensation is expressly set forth as payable pursuant to the Contract.
W02-WEST:3MWB 1 \402740792.1 -1-
The Contract Party agrees that in the event of a default by Lessee under the Contract, the
undersigned will give notice thereof to the University, at the following addresses:
The University:
Real Estate Services
University of California, Davis
One Shields A venue
Davis, California 95616-8678
Attention: Director, Real E ~ t a t e Services
University of California
With a Copy to:
Real Estate Services
The Regents of the University of California
1111 Franklin Street, 6th Floor
Oakland, California 94607
Attn: Director, Real Estate Services
And a Copy to:
Office of the General Counsel
University of California
1111 Franklin Street, 8th Floor
Oakland, California 94607
Attention: James D. Agate, Esq.
Office of the General Counsel
The Contract Party hereby acknowledges and agrees that (A) the University is a third
party beneficiary of all rights of Lessee under the Contract to the extent and pursuant to the terms
set forth in Section 5.7 of the Sub-Phase Lease, and (B) the Contract Party will not terminate the
Contract or stop work thereunder on account of any default of Lessee thereunder without written
notice to the University and first providing to the University a reasonable opportunity, but not
less than thirty (30) days, to effect a cure of the default or to declare Lessee in default under the
Sub-Phase Lease and commence to complete or cause the completion of the improvements to
which the Contract relates. In the event the University so elects to complete or cause the
completion of said improvements, the Contract Party agrees not to terminate said Contract or
stop work thereunder so long as the monetary defaults of Lessee thereunder are cured by the
University or its designee within a reasonable time. However, nothing herein shall require the
University to cure any default of Lessee under the Contract, but only gives it the option to do so.
The Contract Party hereby represents and warrants to the University that (i) the Contract
is a valid and enforceable agreement, (ii) there has been no prior assignment of the Contract by
Lessee or the undersigned which the undersigned has notice or is aware, (iii) neither the Contract
Party nor Lessee is in default under the Contract, (iv) all covenants, conditions and agreements
have been performed as required therein except those not due to be performed until after the date
hereof, and (v) the Contract Party is duly licensed to conduct its business in the jurisdiction
where such construction is to be performed and will maintain said license in full force and effect
throughout the life of the Contract.
[The remainder of this page is intentionally left blank.]
W02-WEST:3MWB 1 \402740792.1 -2-
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Consent
as of the day of July, 2010.
LESSEE:
WVCP CLUSTER 2, LLC,
a Delaware limited liability company
By: WEST VILLAGE COMMUNITY PARTNERSHIP II, LLC,
a Delaware limited liability company,
its Managing Member
By: CP WEST VILLAGE II, LLC,
a California limited liability company,
its Manager
By: CP INVESTMENT II REIT,
a Maryland real estate investment trust,
its Managing Member
By: ______ _
Ron Zeff, President
CONTRACT PARTY:
a __________________________ _
By: ____________________________ _
Name: ____________________________ _
Title: ____________________________ __
Address: __________________________ _
Attention:
Telephone: ___ _______ _
Telecopy:
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
W02-WEST: 3 MWB 1 \402740792.1 -3-
UNIVERSITY:
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
a California corporation
By: ___________ _
Name: _____ ______ _
Its: ____________ _
W02-WEST:3MWB 1 \402740792.1 -4-
Recording Requested By, and
When Recorded Mail To:
The Regents of the University of California
Office of General Counsel
1111 Franklin Street, 8th Floor
Oakland, California 94607
Attention: James D. Agate, Esq.
(Space Above This Line For Recorder's Use Only)
No Recording Fee pursuant to Government Code 6103
MEMORANDUM OF STUDENT HOUSING SUB-PHASE LEASE
(CLUSTER 2)
THIS MEMORANDUM OF STUDENT HOUSING SUB-PHASE LEASE is made
and entered into as of July _,2010 (the "Effective Date"), by and between the REGENTS OF
THE UNIVERSITY OF CALIFORNIA, a California public corporation on behalf of the Davis
Campus (hereinafter referred to as "University"), and WVCP CLUSTER 2, LLC, a Delaware
limited liability company (hereinafter referred to as "Lessee").
University is the owner of certain real property consisting of four (4) Commercial Lots
located in the County of Yolo, State of California (collectively, the "Leased Land"), as more
particularly described on Exhibit A attached hereto and made a part hereof. University and
Lessee have entered into a Student Housing Sub-Phase Lease (the "Sub-Phase Lease") with
respect to the Leased Land, upon the following terms:
Effective Date: July_, 2010
Term Commencement: The Term shall commence on the Effective Date.
Term: The Term shall commence on the Effective Date and expire at 12:00 midnight on the day
preceding the sixty-fifth (65th) anniversary of the Construction Commencement.
Renewal Options: None.
Purchase Option(s): None
Ownership of Project: The ownership of all Buildings shall be governed by Section 5.11 of the
Sub-Phase Lease which provides that all Buildings shall be owned by Lessee until the Term
Expiration Date, or the earlier termination of the Sub-Phase Lease in accordance with its terms.
All capitalized terms used but not defined herein shall have the meanings ascribed to such
terms in the Sub-Phase Lease.
IOHS West:2609450!9.!
This Memorandum of Sub-Phase Lease may be executed in counterparts, each of which
shall constitute an original of such Memorandum of Sub-Phase Lease, but all of which shall
constitute one and the same instrument.
IN WITNESS WHEREOF, University and Lessee have executed this Memorandum of
Student Housing Sub-Phase Lease effective as of the Effective Date.
UNIVERSITY:
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA,
a California corporation, on behalf of the Davis Campus
By: ___________ _
Name: ____ _______ _
Its: ____________ _
APPROVED AS TO FORM
By: _______________ _
Name: _ _________ _
University Counsel Of The Regents
Of The University Of California
LESSEE:
WVCP CLUSTER 2, LLC,
a Delaware limited liability company
By: WEST VILLAGE COMMUNITY PARTNERSHIP II, LLC,
a Delaware limited liability company,
Its: Managing Member
By: CP WEST VILLAGE II, LLC,
a California limited liability company,
Its: Manager
By: CP INVESTMENT II REIT,
a Maryland real estate investment trust,
Its: Managing Member
By: ____________ _
Ron Zeff, President
20HS West:260945019.1
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , 2010, before me, , a 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 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 of Notary Public
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , 2010, before me, , a 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 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 of Notary Public
OHS West:260945019.1
EXHmITA
TO
MEMORANDUM OF STUDENT HOUSING SUB-PHASE LEASE
(CLUSTER 2)
That certain real property located in the County of Yolo, State of California, more
particularly described as follows:
Lots Z, AA, BB, and CC as shown on and being a part of that certain "Amended
Map Subdivision Map No. 4947, West Village," filed on May 14,2010, Map
Book 2010, Pages 32 through 53 inclusive, in the Official Records of the County
Recorder of the County of Yolo, State of California.
OUS West:260945019.l
EXHIBITR
PERMITTING, APPROVALS AND INSPECTION FEES
University Fees:
Total University Fees related to permitting, approvals, inspections and completion ofthe Project
through construction shall not exceed the following:
Student Apartment Buildings
Commercial Buildings
$500 per unit plus CPI from May 2006
City of Davis fees
Fee payable at submission of Construction Documents for Building Permit.
ExhibitR
Page 1 of 1
7/3112008
Exhibit S (Part 1)
Design Implementation Group Procedures
West Village Design Implementation Group
The Implementation Plan ("Plan") adopted by the Regents in November 2006 identified the Design
Implementation Group ("DIG") to "provide review and input to the subsequent steps in the West
Village design process." Per the adopted Plan:
o University staff participants of the DIG would meet to provide input at interim stages prior
to completion of final design documents, and report to the Facilities Enterprise Policy
Committee ("FEPC") on the consistency of the plans at each stage;
o The Assistant Vice Chancellor for Campus Planning or successor would act as the point
person to coordinate the University's design input;
o UC Davis staff will continue to provide input and advice regarding detailed design that goes
beyond the Plan;
o WVCP retains final design authority for levels of detail beyond the Plan to ensure the
project is delivered within the agreed quality and cost parameters.
FEPC and DIG
The Chancellor has designated the FEPC as the group empowered to review and approve ongoing
adjustments to the adopted Plan. In tum, FEPC has delegated authority to the DIG to review and
approve design documents in order to expedite decisions that lie within the Design Review Criteria
("DRC") and the Plan. The DRC have been developed to incorporate the key design elements and to
further develop the concepts set forth in the Plan. The DIG will be chaired by the Assistant Vice
Chancellor for Campus Planning. Other members of DIG identified in the Plan may be asked to
provide input and comment on design development drawings, construction documents, and final
designs, such as:
o UC Davis Architects and Engineers
o UC Davis Fire Marshall
o UC Davis Real Estate Services
o WVCP, and their design and engineering consultants
o Additional representatives as required (i.e. Operations and Maintenance, Los Rios
Community College, Davis Unified School District).
Submittals
Applicants would be responsible for submitting an application, a cover letter summarizing for DIG
members and other University staff how the proposed design addresses the Design Review Criteria,
and would provide sufficient copies of design drawings for distribution. Drawings would be
received by DIG members at least 7 days prior to the meeting.
Distribution
UC Davis staff would be responsible for distributing materials to the appropriate University staff.
Exhibit S (Part 1)
Page lof3
DIG Meetings
At the DIG meeting, a representative of the applicant would provide an overview of the drawings,
and respond to questions and clarify any issues that had been brought up by DIG members or the
University's technical staff during their internal review (A&E, EH&S, O&M, etc.). Those
comments and suggestions would be noted.
Review
The DIG would review the proposed design and assign one of three "tracks" for the submittal to be
reviewed (see attached process chart):
Track I: Within scope ofDRC and meets the criteria - if the proposed design is within the
identified DRC variance, the proposal will be approved by DIG and a memo
documenting approval will be issued.
Track II: Within scope of DRC but beyond identified variance - in the event that the design
is beyond the identified criteria variance, then the DIG members will work together
to identify options that balance the economic impact of the design changes with the
goals of the Plan and the DRC.
A. If the DIG determines that the proposed design is acceptable then a finding can be
made that either:
1. The design proposal is within the DIG's delegated authority and shall be approved
and a memo documenting approval will be issued; or
2. The design proposal is beyond the DIG's delegated authority. The DIG shall make
a recommendation of approval to the Vice Chancellor of Resource Management
and Planning.
The Vice Chancellor for ORMP shall either:
a. approve the design and issue a memo documenting the approval; or
b. refer the item to the FEPC Coordinating Committee.
The Coordinating Committee shall either:
a. approve the design and issue a memo documenting the approval; or
b. disapprove the design and refer the item to the full FEPC.
The FEPC shall either:
a. approve the design and issue a memo documenting the approval; or
b. disapprove the design and issue a memo documenting the disapproval.
Note: The applicant may participate in the discussion with the Vice
Chancellor for ORMP and, if necessary, the full FEPC.
Exhibit S (Part 1)
Page 20f3
B. If the DIG determines that the proposed design is unacceptable, the DIG shall either:
1. Identify modifications to the proposed design that could then be subsequently
approved. The applicant would then have the opportunity to resubmit drawings to
DIG that either
a. remain consistent with the DRC; or
b. comply with the recommended DIG modifications
2. Or make a recommendation for disapproval to the Vice Chancellor ofORMP.
The Vice Chancellor for ORMP shall either:
a. approve the design and issue a memo documenting the approval; or
b. refer the item to the FEPC Coordinating Committee.
The FEPC Coordinating Committee shall either:
a. approve the design and issue a memo documenting the approval; or
b. disapprove the design and refer the item to the full FEPC.
The FEPC shall either:
a. approve the design and issue a memo documenting the approval; or
b. 'disapprove the design and issue a memo documenting the disapproval.
Note: The applicant may participate in the discussion with the Vice Chancellor
for ORMP and, if necessary, the full FEPC.
Track III: Outside scope of the DRC - The design element is at a level of detail that goes
beyond the design principles set forth in the Plan, in which case the University may
offer suggested modifications but is subject to WVCP's final decision.
Reporting
Note: If there is dispute as to whether the design is within the scope of the
DRC, Step II.A.2 would be followed.
Following each formal meeting, a memo summarizing the DIG's comments would be prepared by
University staff and distributed as appropriate.
Approval for permits
Once a final design is approved through the DIG process, the DIG Chair would stamp the applicable
architectural and landscape design documents (i.e. site plans, building and landscaping plans,
elevations, etc) as approved prior to issuance of a building permit.
Exhibit S (Part 1)
Page 3 of3
Exhibit S
Design Implementaiton Group Procedures
Part 2
West Village Design Review Criteria
THE
BOULEVARDS
SWAlES
AND
PONDS
--
............
VILLAGE THE
SQUARE RAMBLE
Neighborhood Precincts
Page lof27
7/31/2008
West Village Design Review Criteria (DRC) Village Square
Village Square
Precinct Concept
Services, entertainment, civic activities, and residential living around a common open space.
Dimensions of the Square
Per 11130/07 Site Plan, approx. 250' x 105' or 29,020 SF (.67 Acres)
Section 1: Key Form Criteria
1. Building Placement
Village Square should be bounded by multi-story mixed use buildings located to clearly
define and activate the edges of the park. Buildings are located as generally shown on
November 30,2007 Approved Site Plan and Key Form Criteria Diagram (p.4).
a. Buildings should generally be located close to street sidewalks and main
pedestrian paths in the Square to provide energy and encourage pedestrians to
utilize the spaces adjoining the Square.
b. Building facades on the street level facing the Square should be designed to
support outdoor activities that will energize the park's edges.
c. Locate building entrances and lobbies so they can be easily accessed from the
Square.
d. Place buildings such that view of the square from EW-l opens up north to EW-2.
2. Building Form
Building forms should address the environmental considerations set forth on Page 26.
3. Open Space
The Square is a single outdoor park defined by 3 sub-areas: the Grove, the Lawn, and the
Terrace. Each sub-area remains connected to the adjoining space while supporting
varying activities through changes in trees, softscape and hardscape, and seating
options. Sub-areas are as generally shown on Village Square Open Space Diagram (p.5).
a . Grove
Rows of trees arranged in grid pattern
DG paving or similar materials for market, fair, and dining area
Paved area suitable for dining also provided
Steps/ terrace for seating and informal amphitheater
b. Lawn
Informal lawn area
c. Terrace
Garden areas with informal tree planting
Combination of trees, softscape, hardscape, potted plants to create an outdoor
gathering room
Tables, chairs and benches under tree canopy for informal gatherings and
studying. Designated for public use and within range of WiFi hot spot.
d. Other open space features include water feature and accent lighting.
Page 2 of27
West Village Design Review Criteria (DRC) Village Square
Accent lighting should be night sky compliant. Avoid lighting that cannot
accommodate energy efficient lamps.
4. Pedestrian Connections
Maintain direct pedestrian and bike connections from the other precincts into the
Square. Path locations and dimensions are as generally shown on 11130107 Site Plan and Bike
Circulation Diagram (see appendix) and in accordance with Infrastructure Standards (Exhibit U).
a. Differentiated paving occurs at two ped crossings. Possible locations for
differentiated paving include the connection east to the Ramble greenway, north
to the residential neighborhoods, or south to the Community College.
b. Enhanced street and sidewalk paving is aligned with main building entrances
and serves to promote pedestrian movement.
c. Sidewalks are sized to accommodate outdoor eating and sitting. Minimum
building setback for outdoor eating areas is 15'.
5. Parking
Emphasize pedestrian activity; locate auto parking and bike storage at back of buildings
(as generally shown on 11130107 Site Plan). Bike parking is also provided at front of
buildings.
6. Community College
This precinct is slated to become the future home of Los Rios Community College, as well
as a potential satellite high school. The activity generated by the students, faculty and
staff from the Community College will help activate the Square during the day and early
evening.
a. Entrance to the Community College Building should be oriented to the corner of
EW -1 and NS-3 so that the Community College engages the Square.
b. Entry to Community College Building should be visible from the majority ofthe
Square looking south.
c. As generally shown on the Approved Site Plan, the Community College
building(s) at the Hutchison roundabout should be set back deeper than the
building at the Square. See also l(a).
Page 3 of27
West Village Design Review Criteria (DRC) Village Square
Section 2: Building Prototypes
1. Mixed Use Buildings
Building Location Village Square Precinct
As generally shown on the 11130/07 Site Plan
Building Type Three-story, ground floor commercial, apartments above
Lot Dimensions Buildings located to reinforce street and contain Village Square
Setbacks Front Yard 0-5'
from public right of way to
Side Yard 0-5'
building face
BackYard 15'
Height 45', may increase by 15%
Exterior Materials Guideline: Textured non-reflective surfaces and non-reflective glass.
Approved e x a m ~ l e s below.
Exterior plaster
Cement fiberboard
Aluminum storefronts with insulated glazing
Aluminum windows with insulated glazing
Accents: metal wall panels/shingles
Shading Materials Metal! Recycled material
Trellis Metal! Recycled material; or wood
Windows Low E insulated windows
Ogerable at Residential to capture "Delta Breezes"
Architectural Character and Building Form
Architectural character and building form should be derived from:
Environmental forces as set forth on Page 26 and
Key form criteria as diagramed on Page 4.
Environmentally responsive design elements include:
Shade structures that respond to summer and winter solar conditions (p.26)
Shade canopy that provides sunshade and rain cover
Light colored materials for building, walls, and roof
Page 4 of27
West Village Design Review Criteria (DRC)
Village Square - Key Form Criteria
The Village Square is bounded by multi-story mixed-use buildings
located to clearly define and activate the edges of the park.
The building facades respond to their functional uses - retail and
commercial on the street level and housing on upper floors (1).
Key views are terminated with features such as articulated facades,
change of materials/ height, or pas eo openings, which connect to
building lobbies and parking lots (2, 3).
Facades and outdoor seating incorporate shade devices that respond to
the particular directional sun exposure (4).
Simple roof forms vary around the square to break the building
rhythm (5).
5
,-
J
5. Simple roof and building forms
Page 50f27
Village Square
1. Retail base with commercial
storefront and housing above
2. View Terminus
3. Pedestrian connections are
identified with special paving.
4. Arcades and Trellis
West Village Design Review Criteria (DRC)
Village Square - Open Space
Illustration demonstrates general program and feel of open space.
Illustration should not be used to derive architectural character of buildings.
Page 6 of27
Village Square
The Ramble
Precinct Concept
The Ramble is the central spine linking the student housing. The long, meandering space is
broken into a series of grassy yards for activity areas, terraces, picnic spots, barbeque pits,
and volleyball courts. The Ramble offers a hub of activity for student residents.
Section 1: Key Form Criteria
Buildings, courtyards, paths, and parking located as generally shown on the 11130107 Site Plan.
l. Meandering bike! ped path from Hutchison Boulevard to the existing bike bridge.
2. Commuter "bikebahn" on eastern boundary.
3. Parking at perimeter of site, primarily along highway.
4. Cluster buildings to create courtyards that open up toward the main bike! pedestrian
path for gathering, informal activities, and in some instances outdoor dining.
5. Courtyards should include tree planting, hardscape terraces, lawn areas, and seating to
promote interaction among the residents of the cluster.
6. Building entrances should typically face onto the courtyards, or face toward the main
ped!bike connector when there is no plaza.
7. Generally locate housing clusters to define street edges while allowing sufficient setback
from the street to provide some privacy to ground floor units.
8. Provide architectural accent to identify "gateway" into each housing cluster -- may
include varying roof forms, heights, building orientation, color, materials, fat;ade
treatments, plant materials and sitting walls. Architectural accents should add to the
environmental effectiveness of the buildings.
9. East-west pedestrian paths to the parking lots should be clearly defined corridors that
can be accessed from the housing courtyards and main bike!ped connector.
10. Ramble landscaping beyond courtyards consists of:
a. Activity areas planted with lawn
b. Lower water use landscaping planted where lawn is not needed for active use
c. Shade trees planted informally throughout
Section 2: Open Spaces
1. Ramble Courtyards
As generally shown on 11130/07 Site Plan and Ramble Elements Diagram (p.10).
a. Courtyards are enclosed by 2-4 buildings
b. Provide sitting, eating and recreation spaces in the courtyards. These spaces
may include tables, benches, open lawn, shade trees, barbecue pits, and low wall
seating.
c. Orient building clusters to capture summer breezes and shade courtyards.
Page 7of27
d. Locate building entries and stairways in the courtyards to enliven the
courtyards.
e. Ramble site plan provides bike parking to meet a ratio of 1 bed to 1 bike parking
spot. At any given courtyard, a minimum ratio of 1 bed to 0.75 bike parking
spots will be satisfied. Bike parking may be inside or outside courtyard; inside
courtyard is preferred, but placement should be based on pedestrian access
points, courtyard design, and building entries.
2. Sunrise Park
Dimensions: Per 11/30/07 Plan, 395' x 70' or 27,609 SF (.63 Acres)
a. Large lawn bounded by pedestrian paths and shade trees to support informal
recreation and occasional large gatherings.
b. East end of park is open to capture view to the main campus.
c. Combination of shade trees, hardscape, seating areas and lawn on western edge
supports small gatherings and special events.
d. Provide adequate bike parking.
3. South Ramble Pond
a. Size and location is per approved site plan.
b. Pond detains and treats storm water run off.
c. Water tolerant plant materials.
Section 3: Building Prototypes
1 R hI St d tA am e u en t t par men s
Building Location In Ramble and Boulevards precincts
Building placement as generally shown on 11130/07 Site Plan
Building Type 3 story single loaded apartments
Unit Types 1 Bedroom/ 1 Bathroom
2/2
3/3
4/4
6/4
Relationship to Lot TypeR Located in Ground floor entrances oriented
Ramble Precinct to courtyards and open spaces
TypeB Located in Ground floor entrances oriented
Boulevards Precinct to street
Setbacks Vary
Height 45 ft may increase by 10%
Exterior Materials Guideline: Textured non-reflective surfaces and non-reflective glass.
Approved examples below.
Base - Exterior plaster; cement fiberboard
Accent - Metal wall panels/shingles
Shading Materials Metal! Recycled material
Windows Operable low E insulated windows
Page 8 of27
Architectural Character and Building Form
Architectural character and building form should be derived from:
Environmental forces as set forth on Page 26
Ramble Elements diagrams on page 10
Environmentally responsive design elements include:
Shade structures that respond to summer and winter solar conditions
Roof overhangs that provide shade
Light colored materials for building, walls, and roof
Operable residential windows to capture the "Delta Breezes"
Other architectural elements include:
Entry and stairs express identity and promote social interaction
Building entries enliven the courtyard and provide views onto courtyard
Architectural accents for the building clusters occur along the Ramble (see Section 1, #8)
2 T h own ouse St d tA t t u en ~ p a r men s
Building Location In Village Square, Ramble, and Boulevards precincts
Building placement as generally shown on Site Plan
Building Type 3 story row home with internal stairs
Relationship to Lot Ground floor entrances oriented to street
Setbacks Front min 5'
Rear min 5'
Height 45 ft, may increase by 10%
Exterior Materials Guideline: Textured non-reflective surfaces and non-reflective glass.
Approved examples below.
Base - Exterior plaster; cement fiberboard
Accent - Metal wall panels/shingles
Shading Materials Metal! Recycled materials or wood
Windows Operable low E insulated windows
Yards Front Extended roof overhang, trellis, low wall, hedge or fence
creates social space at street entry. Yard may be planted
with lawn, or ground cover, or hardscaped to create patio
area.
Rear Patio - Concrete paved min 5' x 10'
Entryway Main entry facing Boulevard
Min 4' concrete path from sidewalk
Architectural Character and Building Form
Architectural character and building form should be derived from:
Environmental forces as set forth on Page 26
The Ramble Elements and Townhouse Student Housing diagrams on Page 10 and)1
Environmentally responsive design elements include:
Shade structures that respond to summer and winter solar conditions (p.26)
Roof overhangs that provide shade
Light colored materials for building, walls, and roof
Operable residential windows to capture the "Delta Breezes"
Trellises at entry for shade
Page 90f27
West Village Design Review Criteria (DRC)
The Ramble Elements
The Ramble student housing is a series of building clusters where each cluster
is oriented to an interior courtyard. The courtyards may incorporate the
programmed spaces identified here as elements 2-5.
Articulated architectural elements accent otherwise simple building and roof
forms. Each building is defined by an articulated entry element (1) and each
cluster of buildings is defined by a gateway/ pavilion building (6).
The architectural accents that identify the articulated entries and pavilion
buildings may include: height, building orientation, roof forms, colors,
materials, fayade treatments, plant materials and sitting walls. Architectural
accents should add to the environmental effectiveness of the buildings.
3. Shaded Seating Area
I \ /.
, ~ i , l.fl
' . ,. I
I ,l l"
4. Lawn for Activities
Page 10 of27
The Ramble
a
1. Articulated Entry Element
includes a) Overhang, b) Stair, and
c) Balcony
b
2. Bike p_arking courtyard is clearly
defined by landscape, hardscape, or
other delineation.
Bike rack shown in diagram for
conceptual purposes only. Campus
standard bike rack to be used.
"
5. Transition area from Ramble bike
path into courtyard
West Village Design Review Criteria (DRC) The Ramble
Townhouse Student Housing
The townhouse student housing is a street-oriented housing prototype. Where the Ramble design promotes social
interaction at the interior courtyards, the Townhouse design promotes activity at the street.
To enliven the street, the street front entry should be the main entry to each unit. The following design elements help
establish the main entry at the street:
a) Covered front porch allows for seating and socializing (1).
b) Bike parking is provided in the sidewalk parkway as most residents and visitors will arrive by bike.
To further enhance the streetscape, the building fayade at the street should imply a series of vertical units.
Bike rack shown in diagram for conceptual purposes only. Campus standard bike rack
to be used.
Page 11 of27
1. Covered Front Porch and
Groundcover
2. Semi-private back patio is an
amenity for the townhouse units.
The Boulevards
Precinct Concept
The Boulevards feature a community park, courtyards and recreational playfields to promote
outdoor activities and community life. The neighborhood park is centrally located along the
bus route and is programmed with a myriad of activities. Homeowners and student
residents living on both sides of the Boulevard also can use the smaller green spaces for more
intimate social gatherings.
Section 1: Key Form Criteria
Buildings, parking, paths, and open spaces are placed as generally shown on the 11 130107 Site Plan.
1. Link east-west landscaped boulevard, Neighborhood Park, Sunset Park, and Rec Fields
2. Create common open spaces and gardens in mid block
3. Clustered parking
4. Orient housing blocks toward major east-west streets or common gardens
5. Face front entries off the street or open space/ gardens
6. Provide backyard patios as ground floor unit amenities
7. Large shade trees
Section 2: Open Spaces
1. Recreation Fields
Key Form Criteria
a. Eastern edge along NS-5 provides shaded areas for those watching the activities
on the fields.
b. Explore using pervious surface for overflow parking lot along north edge of the
field.
Section 3: Building Prototypes
See the Ramble Precinct for Boulevards building prototypes. Student housing building types
in the Boulevards Precinct are street oriented.
Page 12of27
Swales and Ponds
Precinct Concept
The Swales and Ponds precinct is a neighborhood of single family homes oriented toward a
wide green swale and green streets that guide water runoff into the North Ponds.
Surrounding the ponds, new habitat areas for flora and fauna are designed to flourish
alongside walking, running and biking trails. The green swale contains native vegetation,
pedestrian paths, open play areas and stepped weir structures that perform double duty: to
collect storm water runoff during the rainy season and provide seating during the dry season.
Section 1: Key Form Criteria
Lots, paths, and open spaces are placed as generally shown on the 11 /30/07 Site Plan.
1. Integrate site drainage features as open space amenities.
2. Integrate homes into the fabric of the neighborhood.
3. Orient lots and building layouts to capture summer breezes.
4. Establish direct bike and pedestrian connections to access the neighborhood parks and
perimeter open spaces.
5. Generally locate narrow lots to access amenities (ie. Park, landscaped path).
Generally locate wider lots along open spaces and block corners.
6. Vary front setbacks of homes along street block to support variety of front yards.
7. Set building entrances to address visitability of homes from street.
Section 2: Open Spaces
1. Green Swale
a. Storm water is conveyed to the larger north ponds where the water is cleansed
through a series of basins with native wetland planting
b. Stepped concrete weirs serve as overflow drainage in wet season and seating in
dry season
c. Lots bordering on open space may have low fences (max. 4' high), hedges andlor
grade separation between homes and open space
d. Walking and biking paths
e. Open play areas
f. Native vegetation (plant materials in accordance with Design Standards)
2. North Ponds
a. Detains and treats storm water run-off, up to 100 year storm event
b. Variety of plant communities including native wetland material (plant materials in
accordance with Design Standards)
c. Wildlife viewing areas
d. Pedestrian and bike pathways
e. Lots bordering on open space may have low fences (max. 4' high), hedges andlor
grade separation between homes and open space
Page 13 of27
f. Pond may be perennial or seasonal
g. Turf area for passive recreation
3. Neighborhood Park
Dimensions: Per 11/30/07 Plan, 25,621 SF (.59 Acres).
Key Form Criteria:
a. Large lawn area promotes informal recreation and family play activities
b. Shade trees located along pedestrian walk and adjacent to children's play area
c. Provide seating for adults adjacent to play area
d. Plant dense tree and shrub plantings to screen garages and alleys that face onto
the park
e. Bike parking
f. Shaded area for seating
g. Children's play area, tot lot
4. Community Park
Dimensions for park in Phase I: Per 11130/07 Plan, 225' x 220" = 49,388SF (1.13 Acres)
May vary by 15%
Key Form Criteria:
a. Large lawn area with bike and pedestrian paths located toward the edges of the
park
b. Locate shade trees in informal pattern toward the edges of the park
c. Locate temporary north-south bike path along phase 1 boundary
d. Picnic area to be located near northeast edge of park close to parking
e. Open lawn area with informal planting
f. Bike parking
g. Children's play area with play equipment
5. Promenade
Key Form Criteria:
a. Pedestrian connection between Village Square and Neighborhood Park
b. Homes adjacent to promenade should orient patios, porches, decks, window bays,
and appropriate fencing to respond to the pedestrian activity. Lots bordering
Promenade may have low fences (max. 4' high) along primary border.
c. Shade trees
d. Groundplane landscaping
e. Accent plantings at key intersections
f. 6' minimum width for paved walk
6. Eastern Buffer
Key Form Criteria
a. Bike trail
Use existing bike path where possible
b. Preferred location for community gardens if built
c. Informal shade planting
Page 14 of 27
Section 3: Building Prototypes
1 F It / St ff F SIT h
acu "YI a or ae own orne
Location Swales and Ponds Precinct
Lot placement as generally shown on 11/30/07 Site Plan
Building Type Detached Courtyard Home
Lot Dimensions Approx. 27' W x 80 -112' D
Size Approx. 1,350 - 1,500 SF
Size varies in accordance with Exhibit F
Setbacks Front to patio edge Min 2'
Side Yard 0' lot line
Between buildings Min 4'-6", except at garage
Rear Min 3'-0"
Height 2 stories 30' max at roof ridge may increase by 10%
Exterior Materials Guideline: Textured non-reflective surfaces and non-reflective glass.
Approved examples below.
Asphalt roof shingles or metal roofs
Viny 1 windows
Painted cement fiberboard siding including "Hardi" panels, lap or
shingles; Exterior plaster; Galvanized metal panels as accent
Shading Materials Metal, recycled materials, wood. No fabric awnings.
Windows Operable low-E insulated windows
2 F It / St ff F SID t h d H
acu "YI a or ae e ac e orne
Location Swales and Ponds Precinct
Lot placement as generally shown on 11/30/07 Site Plan
Building Type Detached Backyard Home
Lot Dimensions Approx. 38' W x lOO - 120' D
Size Approx. 1,500 - 1,800 SF
Size varies in accordance with Exhibit F
Setbacks Front to patio edge Min 2'
Side Yard Min 4'-6" except at garage
Between buildings Min 9', except at garage
Rear Min 4'-0"
Height 2 stories 30' max at roof ridge, may increase by 10%
Exterior Materials Guideline: Textured non-reflective surfaces and non-reflective glass.
Approved examples below.
Asphalt roof shingles or metal roofs
Vinyl windows
Painted cement fiberboard siding including "Hardi" panels, lap or
shingles; Exterior plaster
Shading Materials Metal, recycled materials, wood. No fabric awnings.
Windows Operable low-E insulated windows
Page 150f27
3. C ottages
Location Swales and Ponds Precinct
Building Type Type 1 - On Grade Flat
T y ~ e 2 - Above Garage Flat
Setbacks Type 1 At Grade Min side setback for typical lot 5' one side
Type 2 Above Min side setback for typical lot 0' one side
Garage
Entry to Unit To maintain privacy, entry stairway or front walk should not be on
facade facing main house
Exterior Materials Use similar materials as main house
Shading Materials Incorporate shading devices per main house
4 Market Rate Home
Location Swales and Ponds Precinct
Lot placement as generally shown on 11130/07 Site Plan
Building Type Detached Backyard Home
Lot Dimensions 55' W x 120' D
Size 50% of lot area
Size varies in accordance with Exhibit F
Setbacks Front to patio edge Min 10'
Side Min 6'
Between buildings Min 9', except at garage
Rear Min 15', except at garage
Height 45', may increase by 10% (to clarify)
Rear Fencing Rear fence materials: wood, recycled materials, iron
(chain link prohibited)
Architectural Character and Building Form
(Applies to all home types)
Architectural character and building form should be derived from:
Environmental forces as set forth on Page 26
Single Family Homes Kit of Parts diagrams (p.17 -25). Kit of Parts elements should
address the environmental considerations set forth on Page 26.
Environmentally responsive design elements include:
Shade structures that respond to summer and winter solar conditions (p.26)
Large glazed windows that open onto outdoor room and street
Roof overhangs that provide shade
Light colored materials for building, walls, and roof
Page 16of27
Placeholder for Page One of Single Family Homes Kit of Parts, 11 "x17" sheet.
Page 17 of27
A. Front Yard
1. Patio yards provide seating areas similar to porches but extend useable patio areas beyond the porch overhang,
emphasizing landscape over building. Patios require low fences, screens, walls or hedges to help transition between
public and private areas. Trellises or arbors help provide enclosure. Patios can be part ofthe entry path to front door
or be separate spaces.
2. Open yards provide a strong base to the building, grounding it, while also providing an open garden area or visual
interest to the front yardscape. Landscaping includes plantings at building base and at yard edge; either lawns or
ground cover; and yard trees for vertical accent under the street tree canopies.
3. Porch yards provide seating areas covered by porch structure (e.g. extended roof overhang or trellis). Minimum porch
depth is 6 feet from building fayade. The remainder of the front yard is open, garden space. Porch edge or yard edge
may include low fence, screen, wall or hedge to help transition between public and private areas.
Consideration of floor plan (i.e. uses at front of home) and solar orientation should guide yard choice.
/
--.,. . FRONT YARD -
PATIO/OPEN/PORCH
YARD
Page 18of27
1. Patio Yard
2. Open Yard
3. Porch Yard
1. Entry (Porch, Stoop, Nook)
The entry is the interface and transition between the public street and private
home. It can be both circulation & space to gather as an extension of the
home's living space. It defines the entry as viewed from the street and is
often located on comers or sideyards or comer lots. It has quality details to
be seen and touched. Entry to be at grade.
Sideyard Entry Example wi Recessed
Nook
Recessed Entry Nook
Page 190f27
: ~
Attached Trellis, Contemporary
Or Traditional
l '
I
f
i
I,
i
- ~
Entry Nook - Stoop
Extended or Recessed
Colonaded Portico
2. Projections & Bays
Projections and bays provide articulation to the basic image ofthe home.
They add visual interest and architectural character to the homes. Some bays
and projections are extensions of the building mass and have consistent
detailing. Others are separate elements and have varied detailing or a greater
level of detail.
~ .
Bay wi 2" Floor Width
Page 20 of27
Massing Projection
Bay (Single-story)
Traditional - Angled
. ;
'I

Bay ( 2-story) Contemporary
Corner Bay - Contemporary
3. Decks & Balconies
Decks and balconies extend the interior living space to the outdoors above
grade (2
nd
floor). They also can provide shade for living areas or outdoor
rooms in warm environments. They add visual interest. However, they can
also create privacy issues which need to be addressed. Lightly detailed
balconies minimize mass while solid detailing screens from clutter left on
decks or balconies.
Page 21 of27
2-story Element wi Posts
Cantilevered
Juliet Balcony
Roof DecklPatio
4. Windows (Type, Trim, Pattern)
Windows play an important role in defining character. The type or style of
window, the window frames and trim and the grouping pattern all help define
the character and style of the home. No stucco trim.
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Divided Lite Windows Single Lite Windows
Page 22 of27
Trimmed Window(s)
Recessed Trimmed
Punched - Trimless
with Sill
Deep Punch w/o Sill
5. Sunshades (Types)
Sunshade elements playa significant role in the Davis climate. To maximize
shading of windows (minimize heat gain) while contributing significantly to
the character of the architecture there is a variety of types and styles of shades
which respond to environmental and aesthetic goals, adding detail and interest
to the home. Fabric awnings are not approved sunshade materials.
Sloped Screen wi Brackets
(Roof or Trellis)
Page 23 of27
Extended Roof wi Brackets
Horizontal Hanging Screen
"
i
.. '
Vertical Screen
6. Fencing (Screens, Trellises, Walls)
Fencing at its basics provides privacy, however, used appropriately it also
provides landscape elements, defines outdoor rooms, or creates transitions
between more public or private areas. The design of fencing and screen
should be generally consistent with the architectural character of the home.
"'
Low Front Yard FenceslWalls
Low WoodlMetal Fence
Page 240f27
Fence Trellis
Entry Arbor
Screens
Market Rate Homes: Key Form Criteria
1. Massing
The front face of the homes should break down the mass and front fa9ade plane in order to
complement the scale and rhythm of the rear loaded homes across the street.
2. Garage Location and Treatment
The garage location should be integrated with the internal layout of the home, as well as the front
and rear yard plans (and also integrate with circulation/massing if a cottage option is included).
Articulated garage doors that identify a single car bay are preferred.
There are two garage layouts that may be mixed into the site plan:
a. Rear detached garage;
b. Rear/Side attached garage
3. Cottages
Orientation is toward the rear of the lot, with the front door typically accessed by foot or bicycle from
the adjoining open space. The access path, cottage stair and fencing should endeavor to provide
privacy for both the cottage tenant and main house residents. Cottage may be a separate building,
abut or built over the garage structure. Pedestrian access from the street should be available for
moving in or toting heavy parcels.
4. Driveway and Sidewalk Treatment
Paving patterns should offer opportunities for usable outdoor recreation surfaces, and integrate with
the hardscape treatment of the front yard. Pervious surfaces and low water "grasscrete" treatments
are allowed in driveway median strips so long as growing areas can be maintained during the hot
weather season. Where the sidewalk meets a driveway, the sidewalk "strip" should maintain a
consistent surface identity across the driveway area.
Page 25 of27
Environmental Responsiveness & Building Orientation
Derive architectural character from environmental forces. The design of architectural elements such
as roof overhangs, building projections, windows, and sunshades should respond to the specific solar
exposure and breeze access of each building fac;ade.
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East-West Lot Orientation North-South Lot Orientation
Southern Elevation
Properly sized and located sun shading, trellises, awnings, roof
overhangs, and deciduous trees minimize solar gain in summer and
capture solar gain in winter.
Western Elevation
Minimize glazing. Where windows are present, use properly sized deep
shading devices or moveable shutters to filter or block afternoon sun.
Vertical shading devices are ideal. Deciduous trees can assist seasonal
solar control on the western face as well.
Northern Elevation
Utilize north facing windows to capture indirect light without solar heat gain.
Eastern Elevation
Vertical shading elements minimize morning solar gain.
Rooftop
Southern Elevation
Discourage large skylights to minimize solar heat gain unless integrated into a passive air venting strategy. If
used, encourage wellinsulated skylights, solar light tubes, or solar shades. Northern clerestory windows may
be an alternative.
Provide roof surface to accommodate solar panels with consideration for solar orientation and potential shade
patterns.
Encourage placement of operable windows on all facades to capture prevailing breeze and create natural cooling
through cross ventilation.
Page 26 of27
West Village Design Review Criteria (DRC) Guideline Principles
Guideline Principles
These principles have informed the DRC, and are to be used for evaluating changes to the DRC.
Design site and buildings to respond specifically to the local climate.
Design site and buildings to lower energy consumption.
Architecture
Create a traditional street front environment with contemporary, environmentally responsive
buildings.
Derive architecture in response to environmental forces. Buildings take their form, materials, and
attitude from the regional environment and climate.
Architecture integrates buildings and gardens.
Locate and size openings appropriate for use and orientation.
Solar Access
Design buildings to capture natural light.
Locate appropriate plant species and ancillary structures to control solar access-landscaping and
shade devices will provide summer shade and winter sun.
Orient buildings and rooftops to accept solar technology.
Breezes
Orient lots and buildings to capture prevailing breeze.
Building designs should facilitate cross ventilation.
Provide open space corridors, courtyards, and gardens between buildings to help channel cooling
breezes.
Design & Housing Affordability
Limit the number of building types to achieve cost efficiency.
Maintain standard sizes for kitchens, bathrooms, window openings, shade devices, etc. to achieve
maximum cost effectiveness.
Use cost effective yet durable materials such as cement fiber board (i.e. hardiplank), stucco, and metal.
Incorporate materials from renewable sources.
Focus architectural detail on entrances and building corners.
Offer multiple elevations for each building type.
Precincts
Vary the mix of building types and open spaces by precinct to foster distinctive neighborhood identities.
Aggregate amenities neal' special gathering places.
Concentrate retail within the Village Square to generate maximum vitality and pedestrian activity.
Use consistent street character to maintain continuity throughout the development.
Site Circulation/ Transportation
Create a comprehensive, continuous circulation network for bicycles and pedestrians integrated with
open space buffers.
Provide for both recreational and commuter bicyclists.
Minimize pavement widths.
Locate transit stops within a 5-10 minute walk of all residencies.
Open Space
Establish a connected network of open spaces from private courtyards to public streets to public open
space and parks.
Combine open space and recreational system with stormwater management, habitat creation, and edge
buffers.
Combine open space amenities with circulation systems.
Combine landscape elements with building spaces.
Page 27 of27
TrackI ..
WVCPI
Applicant DIG
I Submit r-I Review
TrackII
Track III 4
DIG
Within scope of
Design Review
Criteria (DRC)
and meets criteria
DIG
Within scope of
Design Review
Criteria (DRC)
but beyond
identified variance
February 13, 2008 DRAFT
Design Review Process
I Memo issued
Approved documenting
approval
r
l Within DIG I I Memo issued
delegation Approved documenting
t t approval
'-+
Beyond DIG
delegation
DIG Vice Chancellor of
Resource Management
Recommends and Planning
Disapproval
Approved
I
Not Approved
J-+.
---'
FEPC Coordinating
Committee
I Approved H---J
II Not Approved H Full
ReView
r+1 I
f-
Outside scope of r University WVCP
Design Review Advises Decision
Criteria (DRC)
rMlCPI Applicant
participates in
review) Disapproved I
EXHIBITT
(RESERVED)
EXHIBITU
DEVELOPMENT STANDARDS
Item Description
STORM DRAINAGE
General
I Sources of design criteria and methods
2 Conveyance types
3 Detention requirements
4 Detention analysis methods and configuration
Storm Drain Pines in Streets
5 Pipe sizing criterion
6 Hydrologic Method
7 Pipe materials
8 Pipe roughness
9 Downstream starting HGL
LO Minimum cover
11 Minimum velocity
12 Minimum main line size
13 Typical minimum main line slope
14 Horizontal clearances
15 Vertical clearances
Storm Drain Pipes
in
Parks, Recreation ~
Greenbelts and GreenswaLes.
L6 Pipe sizing criterion
17 Pipe materials:
18 Minimum main line size
19 Minimum slope
20 Other requ irements
Street Drain Inlets (OI's)
Adopted Standards and Criteria
.
UCD Draft Storm Drainage Master Plan; City of Davis Design Standards;
UCD LRDP/West Village Utilities Assessment (Neighborhood Master Plan
Utility Study, Draft-June 2003).
Maximize overland drainage to the extent practical, in keeping with the
criteria proposed herein.
Provide onsite detention for up to the 100-year storm. Peak 100-year site
discharge to be limited to approximately 10 cfs.
In addition to centralized detention areas, create localized detention storage
wherever feasible in landscaped depressions, green swales, parking lots, and
street sags, with allowable depths for various return periods to depend on thf
type of facility (see below). For detention analysis, compute run of!
hydrographs with HEC-HMS (using the locally-accepted USBR uni
hydrograph method) and perform hydrograph routing with HEC-HMS or EPA
SWMM (5.0). Design to include 12' maintenance access road to ponds.
In the 10-year storm, the pipe HGL may be above the soffit, but shall remain
below finish grade of the street flowline.
Pipes sized for the 10-year peak flow using the Davis Rational Method.
Where subsheds contain upstream localized detention, peak flows may be
determined by routing runoff through such detention areas to the pipes, using
HEC-HMS and/or EPA SWMMM.
HOPE (up to 24") . RCP Class III (min.), PVC (up to 18")
Manning's "n" = 0.015 (includes pipe friction plus minor losses)
Downstream starting HGL = 10-year concurrent HGL in the receiving pipe or
detention pond.
30" minimum in roadway and 24" minimum in undeveloped areas, ill: provide
either (1) design or (2) Rep pipe if not possible.
2.0 feet per second (fils) when flowing full
12"
0.0010 filft (steeper if required for Vfull > 2.0 fils)
10 feet from water mains' 5 feet from other utilities.
12 inches from other utilities.
If no detention, size pipes for the 10-year peak flow using the Davis Rational
Method. If providing localized detention, size pipes to meet GreenswaLe
Detention/Conveyance WSE targets indicated beLow, using HEC-HMS and/o
EPASWMMM.
HOPE; PVC SDR-35; RCP Class III (min.)
12"
0.002 filft (greater if required for Vmin.2.0 fils)
Same as those for pipes in streets
Exhlbi t U
Pagelof8
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
EXHIBITU
DEVELOPMENT STANDARDS
Typical maximum run paved surface upstream of a DI
DI configurations
Lateral/main connections
IStorm Drain
Material
Maximum spacing
Placement
Max flow direction change
Main line pipe slope projection
Pipe elevation matching
Culvert Pipes for street undercrossings
I O-year flow condition
100-year flow condition
Peak flow method
Pipe materials
Other requirements
Green Swale Detention/Convevance
2-year target WSE
10-year target WSE
100-year
Overland Manning's "n"
Bottom width
Side-slopes
Longitudinal slopes
,
Stormwater Detention (North Dondin!! area)
I O-year target peak WSE
100-year target peak WSE
600 feet on any paved surface upstream of a 01; including maximum gutte
run of 400 feet.
Up to three DIs may be linked in series as needed for inlet capacity, or to
reduce number of lateral connections to mains.
Provide a manhole where each lateral connects to a main.
Precast reinforced concrete eccentric manholes (ASTM C478)
500 feet on centers
At all junctions angle points, and slope changes.
90.
Main line pipe slopes projected through manholes unless pipes change size at
manholes.
Pipes of unequal size typically match crowns at manholes, unless infeasible
due to limited cover. In such cases, the smaller pipe's invert will be set at 0.5
ft or more above the larger pipe's invert.
Cross-street over the culvert is not overtopped.
Street's peak depth is I foot or less at the gutter flowline, or peak 100-year
water surface elevation (WSE) at least I' below adjacent building finish floo
(FF) elevations (whiChever WSE is lower).
COD Rational if no detention storage upstream of culvert. If storage is to be
accounted for upstream of the culvert, use HEC-HMS for runoff hydrographs,
with routing in HEC-HMS or EPA SWMM.
HDPE; RCP Class III (min.)
Same as those for pipes in streets
Peak water surface elevation below pathway elevations.
Peak water surface elevation below pathway elevations to the extent possible.
Peak water surface elevation at least I' below adjacent building finish floor
rFF) elevations.
To on landscaJ:ling treatment and maintenance regimen.
6 feet minimum based on maintenance access considerations.
For slopes up to 2 feet height, 2: I or flatter. For slopes taller than 2 feet, 3H:
I V or flatter.
For high flows (IOO-year), set a target minimum net hydraulic slope of 0.0005
ftlft or greater towards outlet. For low flows, provide minimum local flowline
slope of 0.01 ftlft for turf; or 0.005 ftlft for cobble, gravel or concrete valle,
gutter. Projected slope of at least 0.0005 ftlft will pass through successive
crests (or successive sags). Along a roadway corridor acting as a 100-year
release path, any crest will typically be no greater than I foot higher than the
next upstream sag. ADA will be followed where required.
Below perimeter pathway elevations to the extent possible.
At least I' below lowest finish floor (FF) elevations, and at least I foot below
the existing spill elevation of 53.8 (approx) at the northeast corner ofthe site.
ExhibitU
Page 2 ofS
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
EXHIBITU
DEVELOPMENT STANDARDS
Bank slopes
Access ramp/Access road
Outlet pipe entrance
Stormwater Detention (Rec Fields)
Target peak water levels:
2-year
lO-year
100-year
Outlet pipe entrance
Stormwater Detention (Southeast Dondin!! area):
Target 100-year peak water level
Outlet pipe entrance
Temgor1!!}' agricultural storm runoff interceotor
ditch/berm along west edge of Phase I West Village
Design storm
Berm side-slopes
Berm top-width
Freeboard
GRADING
Overall site grading, excavation and backfill
specifications
Single family lots
Swales
Parking areas
Gutter slopes
PavinK slOJles
Target maximum allowable depth of ponded stormwater
SANITARY SEWER
General
Main sources of d e s i ~ n criteria
For bank slopes up to 2 feet height, 2: 1 or flatter. For bank slopes taller than 2
feet, 3H: I V or flatter. V ~ y the bank slopes to create a natural appearance.
Provide at least one 12-foot wide ramp with a maximum slope of 0.1 ftfft to
the floor of the pond and reasonable access to the ramp.
Provide manually-operated trash rack at the entrance to the outlet pipe.
Estimated max water depth varying from zero to 2'; At peak water surface
elevation max inundated area approx 0.5 acre.
Estimated max water depth varying from 2' to 4'. At peak water surface
elevation max inundated area approx 1.0 acre.
Estimated max water depth varying from 3' to 5'. At peak water surface
elevation max inundated area approx 2.0 acres.
Provide manually-operated trash rack at the entrance to the outlet pipe.
At least I ' below lowest finish floor (FF) elevations.
Provide manually-operated trash rack at the entrance to the outlet pipe.
100-year based on HEC-HMS modeling
2H: I V or flatter
10 feet
I foot minimum
To be based on the recommendations of the site-specific Geotechnical Stud)
irWallace-Kuhl).
Use split-lot grading and drainage to reduce earthwork. Rear yards may drain
to adjacent green belts/open space.
Minimum flowline slope 0.01 ftfft for turf; 0.005 ftfft for cobble or concrete
igutter
0.35% (min)
Minimum: I % (absolute); 2% (preferred). Maximum: 5%
0.5 ft (I O-year storm); 0.75 ft (1 OO-year storm)
Campus Standards UCD Draft Sewer Master Plan.
ExhibitU
Page 3 ofS
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
91
EXHIBITU
DEVELOPMENT STANDARDS
Sewer Demands
Sanitarv Sewer Main (Gravitv)
Materials
Minimum cover
Maximum sewer main depth
Minimum velocity
Minimum main line size
Pipe Manning's "n"
Minimum main line pipe slopes:
Horizontal clearances
Vertical clearances
Horizontal location
ISanitarv Sewer (Laterals)
Pipe material:
Per UCD Campus Standards & Design Guide - Section
02730
Sanitary Manholes
Maximum spacing
Locations
Max flow direction change
DOMESTIC WATER DISTRIBUTION
General
Main sources of design criteria: Campus Standards, UCD
Draft Domestic Water Master Plan.
Demands
Water Mains
.
Pipe Material:
Fittings material
Minimum cover
Minimum main line size
Horizontal clearances
Vertical clearances
State requirements
Horizontal location
Valves
Water Services and Meters
Per UCD LRDP/West Village Utilities Assessment (Neighborhood Master
Plan Utility Study, Draft-June 2003)
PVC SDR 35 and SDR 26; DIP
3 feet from outside of pipe to finish grade
15 feet wi SFR services' 25 feet wlo services subject to mfrs' rec.
2.0 feet per second (ftls) flowing full
6"
0.013
UCD Campus Standards and Design Guide - Section 02730
10 feet from waterlines' 5 feet from other utilities.
12 inches from all other util ities. Clearances must conform to State 0
California Department of Health Services "Criteria for the Separation 0
Water and Sanitary Sewer."
Typically 6 ft offset from centerline of road, on opposite side from water main
and storm drain.
PVC SDR35' DIP
Per UCD Campus Standards & Design Guide - Section 02730
500 feet.
At every horizontal and vertical change in alignment.
90.
Main sources of design criteria: Campus Standards, UCD Draft Domestic
Water Master Plan.
Per UCD LRDP/West Village Utilities Assessment (Neighborhood Master
Plan Utility Study. Draft-June 2003)
A WWA C900 Class 200 (min.) PVC bell & spigot with rubber ring joints.
Per UC Davis Campus Standards & Design Guide, and al2l2licable codes
3 feet from outside of l2il2e to finish grade
6"
10 feet from sanitary sewers' 5 feet from other utilities.
12 inches above all parallel or crossing sanitary main and services.
Must conform to State of California Department of Health Services "Criteria
for the SeQaration of Water and S a n i t ~ Sewer."
Typically on same side of street as storm drain, opposite the sewer main.
Water main shall not be under gutter or sidewalk except for cmssings.
Per Campus Standards & Design Guide - Section 02685
Exllibit U
Page 4 of8
92
93
94
95
96
97
98A
98B
99
100
lOlA
10lB
102
103
104
105
106
107
108
109
110
III
112
EXHIBITU
DEVELOPMENT STANDARDS
SFR Service line usage
Service to SFR's and to cottages on SFR lots
Irrigation of street parkway planter fronting SFR's on
residential streets,
Apartment buildings, Community College, High School,
and Elementary School.
Multi-tenant Mixed Use buildings
'Local' landscaping associated with each non-SFR
building
Furnishing and installation of meters.
Ownership, and maintenance of meters.
Backflow prevention
Fire Hvdrants
Per Campus Standards & Design Guide - Section 02510
Maximum hydrant spacing, single family residential
areas
Maximum hydrant spacing, other areas
ROADWAYS
General
Main source of design criteria
Horizontal Alignment
Alignment
Cross-sections
Design Speed:
Truck Tum Movements
Minimum Centerline Curve Radii, Curb Return Radii and
I ntersection Spacing
Dry utilities joint trench location
Vertical Alignment
Longitudinal slope (C&G flowline)
Cross-slope
Cross-slope adjacent to existing streets
Inverted crowns
Provision of SFR fire sprinkler systems to be discussed with Fire Marshal
Individual meters for each SFR lot (no separate meters for cottages on SFR
lots). Digital meters with remote read.
Single meter (HOA) or connected to single family homes -- system designed
to residential standards; Digital meters with remote read.
Individual meters will be installed at each apartment building, at the
Community College, High School, and Elementary School. Digital meters
with remote read.
At least one ' master meter' per building. Possible sub-meters for individual
Iground floor users. Digital meters with remote read.
Irrigated from the domestic service to that building.
By developer
UCD and WVCP to establish
Per Campus Standards
Per Campus Standards & Design Guide - Section 02510
500 ft, as discussed with UVD Fire Marshal, 9/27/06.
300 ft
City of Davis Design Standards
East-West streets will be aligned parallel to existing Hutchison Drive (which
is not parallel to Russell Boulevard). North-South Streets will be
perpendicular to East-West Streets.
As defined in the West Village Implementation Plan, Nov 2006.
Local : 25-30 mph; Collector: 30-35 mph; Arterial 35-40mph
Emergency Vehicle (all EVA routes) & Unitrans Bus (bus route only)
Per the UCD-approved WV Site Implementation Plan (Nov 2006) and Site
Transportation Evaluation (Fehr & Peers Aug 2005 and Nov 2006).
Typically located back of sidewalk in a public utility easement (PUE). In
cases where building setbacks are very short, part or all of the PUE may be
located in the roadway RlW itself. PUE's may also be located in alleys. Final
determination to be made jointly by WVCP's dry utility consultant, A&E and
PG&E.
Minimum 0.35% along tangents and radii greater than 100 feet; 0.50% along
radii less than 100 ft. Maximum for all 6.0%.
2% from centerline to lip of gutter 1.5% allowable at intersections.
1.5% minimum' 4% maximum.
Allowable in alleys, and in streets whose medians are to function as swales.
E"hibitV
Page 5 ofB
CurbiQg
113 Bike Path
114 Parking Lots
115 Local, Collector and Arterial streets
116 Alleys
117 Curb ramps
Structural Section
Minimum Traffic Indices
118 Bike Path
119 EVA
120 Parking Lots
121 Local
122 Collector
123 Arterial
Bike Path Standards
124 Bike Lanes
125 Bike Paths
SidewalklPathway
126 Longitudinal Slope:
127 Cross-slope:
Sidewalk/Pathway material use and delineation:
128 Sidewalk along street corridors
129 Footpath:
130 Multi-use path (12 '):
131 Cross-Campus/EVA access (20'):
132 Detectable warning surface
Crosswalks
133 Location
134 Curb cuts for ADA Ramps
135 Parking
136 Parking Lot Planter Island
137 Parking Lot Planter Strip
138 Parking Lot Tree Well
139 Parking Lot Curb Overhang
140 Cui De Sac
141 Driveways (residential)
142 Driveways (commercial)
EXHIBITU
DEVELOPMENT STANDARDS
Flush header both sides (redwood or metal)
6" vertical curb and! or gutter
6" vertical curb and gutter (roll curb may be used in selected locations on
local streets)
No curbs. Provide concrete valley gutter along CL or concrete gutter on edge
of alley section.
Per City Standards
Per Geotechnical Engineer or City of Davis Standards
Per Geotechnical Engineer and Campus Fire Standards as applicable
Per Geotechnical Engineer or City of Davis Standards
Per Geotechnical Engineer or City of Davis Standards
Per Geotechnical Engineer or City of Davis Standards
Per Geotechnical Engineer or City of Davis Standards
Per City of Davis Public Works Design Standards Section V or per Approved
Site Plan and Attached Exhibits
Per City of Davis Public Works Design Standards Section V, except that cross
sections shall conform to those in the Design Review Criteria.
maximum 5%
minimum 1 %. maximum 2%
Concrete. Per approved site plan with the following minimum widths: weave
street (4'), local street (4' 5"), all other street corridors (5')
Concrete; decomposed granite in low-volume areas; per Approved Site PI an
with 4' minimum width
Concrete or asphalt or DG for pedestrian component per Approved Site Plan
with 4' minimum width footpath plus bike path.
Concrete or asphalt; width per Approved Site Plan, min. 20', Designed per
CamQus Fire Standard as aQQlicable
Per City Standards
May be placed at end of curb return or at mid-point, depending on the location
and configuration ofthe approach paths and intersection.
Per CalDAG 2003 & City of Davis.
4' Width Planting Area min. wlo curb (Per City Standard)
6' Width Planting Area min. wlo curb (Per City Standard)
continuous planter strip proposed
16' with 2' overhang (18' overall)
Min. 41" with no parking around bulb
min. 9' (One Car) ; min. 18' (Two Cars)
25-45 feet
ExhibitU
Page 6 of8
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
EXHIBITU
DEVELOPMENT STANDARDS
On-street Parallel Parking
On-street Perpendicular Parking
Off-street Perpendicular Parking
Travel Lane (Auto)
Typical Median Design
Visibility Control Design @ Intersection (Sight Lines)
Parking Lot Shade Requirements
PAVING
Brick Pavers
Concrete Unit Paver
Poured-In Place Conc.
Concrete Finishes
AC Paving
Permeable AC Paving
Gravel Paving
Decomposed Granite
Header
Fences
Wetlands Area Boardwalk/Overlook
SITE FURNISHINGS
Bike Parking
Bollards
Street Barricade
Traffic Signing/Striping
Traffic Signing (Round Post)
Traffic Signing (Square Post)
Private Street Signs
Bus Stop Shelter
Bus Stop Shelter Pad Design
Trash Cans
Waste/Recycling (3 bin)
Benches
Picnic Tables
Tree Grates
Telephones
Newspaper Dispensers
Restroom
Concrete Slab Dowel
LIGHTING
General
Collector Streetl ight Luminaires
Local Streetlight Luminaires
Parking Area Light
Athletic Fields Luminaires
Residential Alleys
Pathways Parks Square, Promenade Bike Paths
Bollard Lighting
7' Width X 20' Length' No T Stripes
16 ft deep x 8.5 ft (with 2' overhang)_
16 ft deep x 8.5 ft (with 2' overhang)
10' 10'-6", II', 12'
Min 10' for bioswaJe w/o curb
Per City Standards. Separate standards for site lines at alleys acceptable if
approved by Fehr & Peers.
Per City of Davis Standard except for tandem parking spaces.
Per UCD Standard/Verify
Vehicular: (80mm) 3-1/8" pavers with 1" sand and aggregate base per
geotechnical soil report Pedestrian: (60mm) 2-3/8" pavers with I" sand and
aggregate base ocr geotechnical soil reoort
Per Geotechnical Engineer
light broom, light sandblast, integral color TBD washed aggregate
Per Geotechnical Report
Per Geotechnical Report
3/16" Fine Granular Paving, 3" min. thickness, color TBD
Per UCD Standard
Per UCD Standard
Per UCD Standard or City of Davis Standard
Per City of Davis Standard
Per UCD Standard
Per UCD or City Standard
Per City Standard
Per City Standard
Per City Standard
Per City Standard
Per City Standard
Per Campus Furniture Design Guidelines or City Standards
Per Campus Furniture Design Guidelines or City Standards
Per Campus Furniture Design Guidelines or City Standards
Per Campus Furniture Design Guidelines or City Standards
Per Campus Furniture Design Guidelines or City Standards
Per Campus Furniture Design Guidelines or City Standards
Per Campus Furniture Design Guidelines or City Standards
TBD typical wall mount phone fixture per local telephone company
TBD SHO-RACK by Kaspar Wire Works, Inc. Concourse 4-box on pedestal
(pay and free units) and K-I00 4-box unit on pedestal (free)
TBD w/ Rec Field program by University
Per City Standard
Per City of Davis Standards, Campus Standards or Illuminating Engineering
Society Guidelines
ExhibitU
Page 7 of8
187 Landscape Accent Lighting
SOFTSCAPE
Irrigation Details
188 Wire Connection
189 Remote Control Valve
190 ::2uick Coupling Valve
191 Automatic Controller
192 Root Watering System (Bubblers)
193 Flow Sensor
194 Backflow Preventer
195 Gate Valve
196 SPsay Heads
197 Pop-Up Rotor
198 Drip Irrigation
199 Mainline and Lateral Trenching
Planting Details
200 Typical Tree Planting
201 Typical Shrub Planting
202 Groundcover (from flats)
203 Vine Planting
204 Sod Planting
216 Seeded Planting
217 Tree Staking
218 Tree Guying
Plant Materials
219 Street Trees
220 Other Tress
222 Shrub
223 Ground Cover
224 Perennials
225 Lawn
EXHIBITU
DEVELOPMENT STANDARDS
Per UCD Standard
Per UCD Standard
Per UCD Standard
Per UCD Standard; Type to be compatible wi single family residential use
Per UCD Standard
Per UCD Standard
Per UCD Standard; Type to be compatible wi single family residential use
Per UCD Standard; Type to be compatible wi single family residential use
Per UCD Standard
Per UCD Standard
TBD; WVCP to submit proposed standard
Per UCD Standard
Per UCD Standard; with option for double staking andlor wood-lodge pole
Per UCD Standard
Per UCD Standard
Per UCD Standard
Per UCD Standard
Per UCD Standard
Per UCD Standard
Per UCD Standard
Min, 15 Gal' Max sp_acil}g30' OC
1 Gal or 5 Gal
Flats, plugs; 6" pot" I gal
2" pot, 4" pot; 6" pot
Sod or seed
ExhibitU
Page 8 of8
EXHIBIT V
TERMINATION FEE PAYMENT
Termination Fee Payment during construction:
The Termination Fee Payment during construction prior to Certificate of Occupancy shall
be Project Costs and Project Return as described below.
The term "Project Costs" shall mean the Sub-Phase Lessee's actual costs and
expenses incurred in connection with construction and development of the Project.
The term "Project Return" shall mean an amount which is computed annually for
each year between the date the Project Costs are incurred and the date of
Termination as ten and one quarter percent (10.25%) of the applicable Project Costs
incurred during the subject year, which amount shall be compounded.
Termination Fee Payment after Certificate of Occupancy:
The Termination Fee for completed Buildings shall be the Fair Market Value of the
Project as determined by a MAl qualified appraiser selected by Sub-Phase Lessee. If the
University determines that the appraisal is unsatisfactory, the University may select
another MAl qualified appraiser.
Ifthe second MAl qualified appraiser's appraisal of Fair Market Value differs from the
first MAl qualified appraiser's appraisal of Fair Market Value by less than five percent
(5%), whether higher or lower, the Fair Market Value of the Sub-Phase Lessee's Interest
shall be the mean average of the two appraised values. If the second MAl qualified
appraiser's appraised value differs from the first MAl qualified appraiser's appraised
value by five percent (5%) or more, whether higher or lower, Sub-Phase Lessee may
select a third appraisal by a MAl qualified appraiser and the Fair Market Value of Sub-
Phase Lessee's Interest shall be the mean average of the two closest appraised values.
Exhibit V
Page 1 of 1
EXHIBITW
(RESERVED)
EXHIBIT X
UNIVERSITY INFRASTRUCTURE REQUIRED CAPACITY
Offsite infrastructure service capacity shall be designed and constructed to provide
service capacity to the Master Project per the land uses described on Exhibit A-3, and in
accordance with the 2007 California Building Standards Code, and applicable design
standards.
Exhibit X
Page} of}
EXmBITY
COMMERCIAL SUBLEASE RESTRICTIONS
Permitted retail and commercial uses in the West Village district shall be as follows:
(a) Retail stores, including but not limited to: shops and offices supplying commodities or
performing services such as specialty shops, banks, and other financial institutions,
personal and business service establishments, apparel, shoes and accessory sales,
housewares, hobby, gifts, antique shops, artists' supply stores, video, salon, general
merchandise, electronics, dry cleaners (with no on-site dry cleaning plant facility) and
similar uses.
(b) Restaurants, including outdoor eating areas and establishments, bakery, establishments
serving alcoholic beverages, cafes, fast food restaurants (with no drive through), and
similar enterprises.
(c) Professional and administrative offices.
(d) Medical clinics.
(e) Educational activities, including but not limited to: schools, classrooms, gallery, exhibit,
lecture halls, and studios for photography, art, music and dance.
(f) Theaters and movie houses.
(g) Public and semipublic buildings and uses of a recreational, educational, religious,
cultural or public services type including athletic facilities and exercise/dance studios.
Athletic facilities and exercise/dance studios shall not exceed 2,000 square feet unless
intended to serve West Village residents exclusively or with a request for a conditional
use permit, which shall not be unreasonably denied.
(h) Nursery schools and day care centers.
(i) Commercial or office uses.
0) Food or grocery store.
(k) Telecommunications and computer facilities within buildings.
(I) On-site grade level parking.
(m) Signs, which will subject to guidelines approved by the Design Implementation Group.
Conditional Uses:
(a) Entertainment activities such as billiards, night club, and/or cabaret.
(b) Athletic facilities and exercise/ dance studios in excess of 2,000 square feet intended to
serve beyond the West Village population.
(c) Retail for liquor.
(d) Storage for use by West Village residents.
Not Pennitted Uses:
(a) On-site dry cleaner plant facilities.
(b) Drive through fast food restaurants.
(c) Cell sites.
(d) Adult bookstores or adult entertainment.
(e) Funeral parlor.
(f) Blood bank.
(g) Storage or repair yards.
(h) Warehouses or similar uses.
(i) Gasoline service stations.
Exhibit Y
Page 1 of2
EXmBITY
COMMERCIAL SUBLEASE RESTRICTIONS
Permitted retail and commercial uses in the West Village district shall be as follows:
(a) Retail stores, including but not limited to: shops and offices supplying commodities or
performing services such as specialty shops, banks, and other financial institutions,
personal and business service estaplishments, apparel, shoes and accessory sales,
housewares, hobby, gifts, antique shops, artists' supply stores, video, salon, general
merchandise, electronics, dry cleaners (with no on-site dry cleaning plant facility) and
similar uses.
(b) Restaurants, including outdoor eating areas and establishments, bakery, establishments
serving alcoholic beverages, cafes, fast food restaurants (with no drive through), and
similar enterprises.
(c) Professional and administrative offices.
(d) Medical clinics.
(e) Educational activities, including but not limited to: schools, classrooms, gallery, exhibit,
lecture halls, and studios for photography, art, music and dance.
(f) Theaters and movie houses.
(g) Public and semipublic buildings and uses of a recreational, educational, religious,
cultural or public services type including athletic facilities and exercise/dance studios.
Athletic facilities and exercise/dance studios shall not exceed 2,000 square feet unless
intended to serve West Village residents exclusively or with a request for a conditional
use permit, which shall not be unreasonably denied.
(h) Nursery schools and day care centers.
(i) Commercial or office uses.
G) Food or grocery store.
(k) Telecommunications and computer facilities within buildings.
(I) On-site grade level parking.
(m) Signs, which will subject to guidelines approved by the Design Implementation Group.
Conditional Uses:
(a) Entertainment activities such as billiards, night club, and/or cabaret.
(b) Athletic facilities and exercise/ dance studios in excess of 2,000 square feet intended to
serve beyond the West Village population.
(c) Retail for liquor.
(d) Storage for use by West Village residents.
Not Permitted Uses:
(a) On-site dry cleaner plant facilities.
(b) Drive through fast food restaurants.
( c) Cell sites.
(d) Adult bookstores or adult entertainment.
(e) Funeral parlor.
(f) Blood bank.
(g) Storage or repair yards.
(h) Warehouses or similar uses.
(i) Gasoline service stations.
Exhibit Y
Page 1 of2
EXHIBIT Z
STUDENT BED SUBLEASE OFFERING PROCEDURES
Priority Sequence:
Tier 1 - UC Davis students
Tier 2 - UC Davis faculty and staff
Tier 3 - UC Davis Department of Student Housing
Tier 4 - Any person not affiliated with UC Davis; Los Rios Community College students
Time Frame: Seven (7) day exclusive opportunity to lease before being offered to the
next tier.
ExhibitZ
Page 1 of 1
EXHIBIT AA
SIGNAGE GUIDELINES
No outdoor advertising or sign shan be erected, constructed, maintained or replaced
e ~ c e p t as permitted by and in conformance with these Guidelines.
The purpose of this exhibit is to establish reasonable standards on outdoor advertising
and signs, and to preserve and protect the public health, the public welfare, and the public
safety. It is intended to enhance the physical appearance of West Village, and help create
a more enjoyable and pleasing community. It is intended to help reduce hazards that may
be caused by signs overhanging or projecting over public rights-of-way; relieve
pedestrian and traffic congestion; and avoid the canceling out effect of conflicting
adjacent signs.
All Precincts
The following guidelines should apply in all precincts. No sign should exceed the size,
height and locationallimitations of the precinct within which it is located, nor project
beyond the setback line of the property in which located unless otherwise provided.
(1) Signs and sign structures may be permitted for a set time period stated as condition of
the conditional use permit in precincts in which signs and sign structures are permitted as
conditional uses.
(2) No sign should be erected in such a manner as to create a traffic hazard. A sign
should be considered a traffic hazard when:
(A) Its location is such as to interfere with traffic sight distances, traffic flow, or
the visual access to the name or address of a nearby business or residence or a
street or traffic sign;
(B) Its color, configuration, text or location are such that they could be mistaken
for or otherwise imitate a traffic sign or signal; or
(C) It is located in the public right-of-way, unless an encroachment permit is
issued.
(3) The light from any illuminated sign should be so shaded, shielded or directed that the
light intensity or brightness should not be objectionable to surrounding areas. No sign
should have blinking, flashing or fluttering lights or other illuminating device which has a
changing light intensity, brightness or color except for time of day and temperature signs.
No exposed reflective type bulbs and no strobe light or incandescent lamp should be used
on the exterior surface of any sign so as to expose the face of the bulb, light or lamp to
ExhibitAA
Page lof6
any public street or adjacent property, except for public informational signs disclosing
such items as time of day and temperature.
(4) A temporary sign that indicates the future use of a building being constructed on the
premises may be permitted ifit does not exceed the total permitted sign area of the
precinct standards. Such sign may be permitted for a period of one year or until
completion of the construction of the building, whichever first occurs.
(5) Street banners advertising a public entertainment or event are permitted if
specifically approved by the Office of Resource Management and Planning (ORMP)
representative, without regard to other standards of this exhibit. The display of flags or
other decorations for nationally recognized and celebrated holidays should not require the
specific approval ofthe ORMP representative.
(6) Non-advertising signs not exceeding one square foot in area, such as "No
Trespassing," "Private Drive," "Bad Dog," or a person's name, are permitted without
regard to the other standards of this exhibit.
(7) Signs on vehicles of any kind, provided the sign is painted or attached directly to the
body of the original vehicle and does not project or extend beyond the original
manufactured body proper of the vehicle, and the sign is incidental to the vehicle's
primary use and the vehicle is not used primarily for advertising purposes, are not
governed by this exhibit.
(8) Signs which advertise an activity, business, product or service no longer conducted
on the premises upon which the sign is located are prohibited.
(9) Signs should be flat against the building and not project over the public right-of-way
in all precincts except where specifically stated otherwise.
(10) Outdoor advertising and signs should be constructed and installed in accordance
with specifications and standards in general conformance with applicable California
Building Code.
(11) Billboards and signboards are prohibited except for temporary "open house" real
estate signs not exceeding eight square feet in area. Temporary "open house" real estate
signs should be located on private premises not nearer than two feet to any right-of way.
Two "open house" signs should be permitted on a comer lot provided each faces a
different street. Such sign(s) should not be illuminated. Such sign(s) need not be located
on the premises offered for sale, provided that permission to exhibit such signs should be
obtained from the owner of the premises upon which such signs are placed.
(12) Artworks which do not identify a business or a product are not considered signs.
(13) Up to two temporary real estate signs for West Village may be permitted on a major
or secondary street. They should not exceed one hundred square feet, not exceed twenty
ExhibitAA
Page 2 of6
feet above the grade level, and be located behind the setback line of the property on
which it is located. The design and specific placement of these signs are subject to the
reasonable approval of the Design Implementation Group in accordance with Exhibit S.
Such signs may be oriented to auto traffic coming off CA 113 (including east of 113 on
the core campus) or other locations as mutually agreed upon. Signs should be oriented to
minimize the view from interior community streets, and should not be illuminated. These
temporary signs should be removed within five days after completion of annual leasing
and initial sales activities for each subphase.
(14) Any number of temporary advertising signs which relate solely to a
candidate or candidates for public office or to a ballot measure should be permitted
during the ninety days immediately preceding the election or elections pertaining to such
candidacy; provided, that no such sign should individually exceed six square feet; and
provided further, that all such signs should be removed within 7 days following the
election.
Residential Precincts
(1) One temporary real estate sign not exceeding six square feet in area, advertising the
sale, rental or lease of the premises upon which such sign is located is permitted. It
should not be located nearer than five feet to any street right-of-way. Two such signs may
be permitted on a comer; provided, that each sign faces a different street. Such sign or
signs should not be illuminated. Such sign or signs should be removed within five days of
the sale, rental or lease.
(2) One non-illuminated sign denoting the intended use of the building and the identity of
the architect, engineer, contractor and builder may be permitted upon premises during
construction; provided, that such sign does not exceed sixteen square feet in area. Such
sign should be removed within thirty days after completion of the construction project.
(3) A church, school, community center, professional and administrative office or other
public institutional building may have an announcement sign or bulletin board not over
twenty square feet which should be at least five feet from all street right-of-way lines. If
building-mounted, this sign should be a flat wall sign and should not project above the
roof line. If ground-mounted, the top should be no more than six feet above ground level,
and should be at least five feet from all street right-of-way lines.
(4) In all precincts where apartment buildings are permitted, one sign is permitted on
each apartment building or development in each subphase to identify such building or
development on which located and should not exceed twenty square feet in area. It should
not project above the height of the building on the lot on which located. If development
fronts on more than one street, one additional sign not to exceed twenty square feet is
permitted for each such additional street upon which such development is located. Said
signs may be low profile signs which are encouraged provided that they are not to exceed
the area limit and should be set back a minimum of five feet behind the setback line.
ExhibitAA
Page 3 of6
Village Square Precinct
The following standards should apply in the commercial neighborhood and residential
areas within the Village Square:
(1) The signage located in the Village Square Precinct should be similar to the
standards identified in the City of Davis' Sign Design Guidelines for Central
Commercial and Mixed Use District.
(2) Maximum square footage for VS precinct is to be computed on the basis of Table
1.
(3) Signs should only be illuminated at such times as premises are open for business.
(4) In addition to the sign area allowed in Table 1, buildings in the VS may also have
one low profile sign. The low-profile signs shall include the building or center
identification but shall not include the names of any tenants.
(5) Signs may project over the public right of way and not be flat against a building
in the VS precinct only if they meet any of the following qualifications:
(A) Parallel with the street on top of or flat against a canopy.
(B) Under a canopy ifnot in excess of five square feet.
(C) Theater marquee signs, when an integral part of a marquee which overhangs
the public right of way.
Table 1 Area Calculation
The following formula for maximum square footage of signs should determine the total
area allowed for signs for premises which front upon the ground level of a street, public
way or public or customer parking area.
ExhibitAA
Page 4of6
Table 1
Formula for Maximum Square Foota2e of Si2ns
Premises Frontage (In Feet) Maximum Permitted Sign
Area (In Sq Ft)
5 15
10 30
20 42
40 64
60 86
73 100
Above 73 100
Village Identity Signs
Up to three stand alone permanent signs identifying West Village may be located on the
Leased Land in the following locations:
1) Immediately adjacent to Hutchison Blvd east of the Entry Road and should
not exceed a total of 50 square feet
2) Two signs at the key pedestrian! bike entry points at the north of the site,
south of Russell Blvd. Sign should not exceed 24 square feet and should have
a minimum setback of 15 feet.
These identity signs may be illuminated, but not emit stray light onto the adjoining
streets, open spaces or premises. The design and placement of these signs are subject to
the reasonable approval ofthe Design Implementation Group.
Banners
Banners, pennants, ribbons, streamers, or flags may be permitted if all of the following
requirements are satisfied:
(A) The applicant should file a design review application with the ORMP
representative, accompanied by the appropriate fee and information required by
the ORMP.
(B) Banners should be compatible with the total sign program, building design,
and landscape design in terms of size, design, colors, location, and height. A
banner may be freestanding or attached to the building.
(C) Banners may overhang the public right-of-way; in which case an
encroachment permit is required by ORMP.
(D) Banners should be maintained in terms of color, design, and material. If
deterioration occurs to the extent that it detracts from the surrounding area's
appearance, the ORMP representative or hislher designee may order the banner(s)
removed.
ExhibitAA
Page 5 of6
(E) Banners may be allowed to exceed the maximum sign area limitations,
subject to the ORMP representative or his/her designee review and approval.
(F) The ORMP representative or his/her designee should review and approve all
requests prior to installation. Temporary banners may be approved as part of a
total program for use at specified times of the year.
(G) Fraternities and sororities may display one insignia flag or banner provided
that the flag or banner does not exceed twenty-four square feet in area, encroach
within five feet of any lot line or project above the height of the building on the
lot on which it is located.
Subsequent Signage Program
WVCP may propose a subsequent West Village Comprehensive Signage Program, which
if approved by ORMP would substitute for the standards contained in this exhibit.
Note
Maximum size of signage within any precinct may be increased by DIG at its sole and
absolute discretion.
ExhibitAA
Page 6of6
EXHIBITBB
INITIAL UTILITY COSTS
For domestic water and sanitary sewer services, Initial Utility Costs shall be in accordance with
the then current utility rates of the University at the time of the connection of the Project plus a
capital recovery fee, the total sum of which shall not exceed then current comparable rates in the
City of Davis.
For electricity service, Initial Utility Costs shall be as mutually agreed to by the University and
Lessee as determined in the development of the West Village Energy Initiative and shall include
a capital cost recovery fee.
EXHIBITCC
MUNICIPAL FEES AMOUNT
For each Building, upon issuance of Certificate of Occupancy, the municipal fees shall be $177
per bed per year.
For each Building, from the commencement of vertical construction until issuance of Certificate
of Occupancy, the municipal fees shall be $89 per bed per year.
In the event Lessee pays taxes, and in the event Yolo County reimburses the University for
provision of municipal services, municipal fees specified herein shall be adjusted equitably.
ExhibitCC
Page 1 of 1