HomeMy WebLinkAboutMINUTES - 08131996 - C64 TO: BOARD OF SUPERVISORS Contra
- _;..
FROM: Barton J. Gilbert, Director of General Services '•f Costa
:, I
County
DATE: August 13, 1996
SUBJECT: LEASE - 800 FERRY STREET, MARTINEZ
SPECIFIC REQUESTS OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
I. RECOMMENDED ACTION
APPROVE a Lease commencing August 15, 1996, with Earl D. Dunivan, Joanne Dunivan, Bart A.
Bisio and Jane L. Bisio, for the premises at 800 Ferry Street, Martinez, California, under the terms
and conditions more particularly set forth in said Lease, and AUTHORIZE the Director of General
Services to EXECUTE said Lease on behalf of the County.
DETERMINE that the above project is a Class 27 Categorical Exemption under the California
Environmental Quality Act.
DIRECT the Community Development Department to FILE a Notice of Exemption with the County
Clerk.
II. FINANCIAL IMPACT
The recommended action will not result in any negative impact to the County General Fund.
Occupancy costs for the Public Defender's Office are a general fund obligation and are budgeted
in the General Property Budget Unit 0077. Rental payments for existing Public Defender facilities
are already budgeted. Leases will be terminated with the consolidation of the various facilities to
the 800 Ferry Street location. Budgeted lease payments will then be redirected towards the
estimated debt service costs of 800 Ferry Street.
CONTINUED ON ATTACHMENT: X YES SIGNATURE:
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):
ACTION OF BOARD ON August 13 , 1996 APPROVED AS RECOMMENDED X OTHER
r,
VOTE OF SUPERVISORS
X UNANIMOUS(ABSENT )
AYES: NOES:
ABSENT: ABSTAIN: I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
MEDIA CONTACT: BARTON J.GILBERT(313-7100) AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS ON THE DATE SHOWN.
CC: Clerk of the Board
County Administrator(via UM) = ATTESTED August 13 , 1996
County Auditor-Controller(via UM) PHIL BATCHELOR,CLERK OF THE BOARD OF
Lessor(via UM) SUPE RVISO S AND COUNTY ADMINISTRATOR
Public Defender(via UM)
Community Development Department
Orig:General Services Dept-L/M
BY ,DEPUTY
SBV:dp 800fBdo1.896 Page 1 of 2
LEASE - 800 FERRY STREET, MARTINEZ
August 13, 1996 Agenda
II. FINANCIAL IMPACT (CONTINUED
Approval of this lease allows the owner to proceed to the next step of completing
design/development and determining more accurately the remodeling costs. At that time, the County
will have the opportunity to assess the financial viability of this project. The County may terminate
the lease if it is determined that cost offsets are not sufficient to fund the projected costs.
III. REASONS FOR RECOMMENDATIONS / BACKGROUND
Approval of the recommended action will allow the County to proceed with planning for consolidation
and acquisition of a permanent facility for the Public Defender's Office. It is proposed that the Public
Defender's leased facilities in Concord and Martinez will be consolidated into 800 Ferry Street. As
a result of the'Mt. Diablo Municipal Court District courtrooms destroyed by fire at Concord City Hall
and the decision to replace these courtrooms in the Martinez Civic Center, it is planned that the
lease for the Public Defender and District Attorney Concord offices will be terminated and these
functions relocated to Martinez.
The Public Defender's main office located at 610 Court Street is extremely overcrowded.
Consolidation into 800 Ferry Street will provide for required additional space and for program
efficiencies and allow for termination of leases. If it is determined at the end of the
design/development phase to proceed with this project, the County will use the tax-exempt leasing
process to acquire this facility.
This process has been used to acquire buildings occupied by Social Services, Health Services, Data
Processing, and other County departments. At the time the remodeled building is completed, tax-
exempt securities are issued for acquisition of the facility. The facility is then leased to the County.
At the end of the lease term, title then passes to the County. This process is consistent with Board
policy to obtain ownership in those facilities which will have long-term County occupancy.
Page 2 of 2
LEASE
800 FERRY STREET
MARTINEZ, CALIFORNIA
EARL D. DUNIVAN, JOANNE DUNIVAN,
BART A. BISIO AND JANE L. BISIO
TO
CONTRA COSTA COUNTY
FOR
PUBLIC DEFENDER'S OFFICE
1. PARTIES: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. PURPOSE: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. LEASE OF PREMISES: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
4. TERMS• . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
5. RENTAL: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
6. EXTENSION: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
7. HOLDING OVER: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
8. USE OF PREMISES: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
9. MAINTENANCE, REPAIRS, AND UTILITIES: . . . . . . . . . . . . . . . . . . . . . . . . . . 3
10. SERVICE BY LESSOR: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
11. ACCOMPLISHMENT OF IMPROVEMENTS: . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
12. COMPLETION AND ACCEPTANCE OF IMPROVEMENTS: . . . . . . . . . . . . . . 9
13. CONSTRUCTION MANAGEMENT SUBSTITUTION: . . . . . . . . . . . . . . . . . . . 10
14. PRIOR POSSESSION: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
15. ALTERATIONS FIXTURES. AND SIGNS: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
16. HOLD HARMLESS: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
17. ASSIGNMENT OR SUBLEASE: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
18. SUBORDINATION. RECOGNITION, AND ATTORNMENT: . . . . . . . . . . . . . 12
19. ESTOPPEL CERTIFICATES: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
20. CONDEMNATION: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
21. INSURANCE: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
22. DESTRUCTION: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
23. QUIET ENJOYMENT: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
August 12, 1996 i
24. DEFAULTS: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
25. INJUNCTION INVALIDATION OR DELAY BY COURT: . . . . . . . . . . . . . . . 18
26. SURRENDER OF PREMISES: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
27. TAXES: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
28. INSPECTION: . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . 19
29. MEMORANDUM OF LEASE: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
30. FINANCING: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
31. OPTION TO PURCHASE: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . 20
32. HAZARDOUS WASTE: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
33. NOTICES: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
34. WRITTEN AGREEMENT: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
35. SUCCESSORS AND ASSIGNS: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
36. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
37. TIME IS OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
38. SIGNATURE BLOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
August 12, 1996 ii
• 1 , 1
LEASE
800 FERRY STREET
MARTINEZ, CALIFORNIA
FOR
PUBLIC DEFENDER'S OFFICE
1. PARTIES: Effective on EARL D. DUNIVAN, JOANNE
DUNIVAN, BART A. BISIO AND JANE L. BISIO, hereinafter called "LESSOR," and
the COUNTY OF CONTRA COSTA, a political subdivision of the State of California,
hereinafter called "COUNTY," mutually agree and promise as follows:
2. PURPOSE: The parties desire to enter into an agreement to provide for the
construction of tenant improvements to.a three-story reinforced concrete building together
with related site improvements (hereinafter referred to collectively as "Improvements")
for use as offices for the COUNTY's Public Defender or such other uses as may be
required by COUNTY from time to time.
The consideration for this Lease is payment of the rentals required by Paragraph 5,
"RENTAL", and the performance of the terms, conditions and provisions herein.
3. LEASE OF PREMISES: LESSOR, for and in consideration of the rents, hereby
leases to COUNTY, and COUNTY leases from LESSOR those certain premises
consisting of the following: approximately 27,500 square feet of office space when
inprovements are completed, plus approximately 17 parking spaces, and other related
improvements to be constructed thereon in accordance with Paragraph 11,
ACCOMPLISHMENT OF IMPROVEMENTS, commonly known and designated as 800
Ferry Street, Martinez, California, APN 373-202-002 and 373-202-003, as shown on
Exhibit "A" attached hereto and made a part hereof.
4. TERMS: There shall be three terms for this Lease.
A. The "PRECONSTRUCTION TERM" shall commence on August 15, 1996 and
shall terminate on February 14, 1997 or upon close of escrow for construction financing
(hereinafter called "FINANCE DATE") as provided in Paragraph 30, "CONSTRUCTION
FINANCING", herein, whichever comes first.
B. The "CONSTRUCTION TERM" shall commence on February 15, 1997 or on
the Finance Date, whichever comes first, and shall terminate upon completion and
acceptance of the improvements as provided herein or upon termination of this Lease.
C. The "POSTCONSTRUCTION TERM" of the Lease shall be twenty (20)
years commencing on the first workday following completion and acceptance of the
improvements in accordance with Paragraph 12, "COMPLETION AND ACCEPTANCE
August 12, 1996 1
OF IMPROVEMENTS" herein. When the commencement and ending dates are
determined, they shall be inserted as the dates of the term hereof:
Commencing on and ending on
Failure to insert said dates shall not affect the rights of the parties to this lease.
5. RENTAL: COUNTY shall pay to LESSOR in advance on the first day of each
month during the terms of this Lease a rental as follows. Rental shall be prorated as of
the last full day of each term. Payments shall be mailed to LESSOR at P.O. Box 727,
Martinez, California 94553 or as otherwise directed by LESSOR from time to time.
POSTCONSTRUCTION TERM:
(1) $25610.00 per month during first lease year of the Postconstruction
term.
(2) $25,610.00 per month during the second year of the Postconstruction
term, plus a one time payment of$2,650.00 to be paid in the first month
of the second year of the Postconstruction term.
(4) $30,750.00 per month during lease years three through five of the
Postcontruction term.
(5) $33,825.00 per month during lease years six through ten of the
Postconstruction term.
(6) $37,205.00 per month during lease years eleven through fifteen of the
Postconstruction term.
(7) $40,925.00 per month during lease years sixteen through twenty of the
Postconstruction term.
6. EXTENSION: The Postconstruction term of this Lease may, at the option of the
COUNTY, be extended upon the same terms and conditions for a five (5) year term at a
rental of FORTY-FIVE THOUSAND TWENTY-FIVE AND NO/100 DOLLARS
($45,025.00) per month. It is understood and agreed COUNTY shall give LESSOR
ninety (90) days prior written notice of its intention to exercise any option to extend this
Lease. However, in the event COUNTY does not give such written notice, its right to
exercise any option before termination of the Lease shall not expire until fifteen (15)
working days after receipt of LESSOR's written demand to exercise or forfeit said option.
7. HOLDING OVER: Any holding over after the Postconstruction term or extension
of this Lease as provided herein shall be construed to be a tenancy from month to month,
subject to the terms of this Lease so far as applicable.
8. USE OF PREMISES: The premises shall be used during the term and extension
thereof for purposes of conducting various functions of COUNTY.
August 12, 1996 2
9. MAINTENANCE, REPAIRS,AND UTILITIES:
A. PRECONSTRUCTION and CONSTRUCTION TERMS:
(1) LESSOR, shall maintain, repair, replace and keep the premises in good
order, condition and repair including but not limited to weed and erosion
control, removal of debris and control of unlawful trespass. COUNTY
shall notify LESSOR in writing when it takes physical possession of the
premises.
B. POSTCONSTRUCTION TERM:
(1) COUNTY shall maintain, repair, replace and keep the premises and
every part thereof in good order, condition and repair including but not
limited to the roof and exterior of the building; the exterior doors and
their fixtures, closers and hinges; glass and glazing; all locks and key
systems used in the demised premises; the interior of the premises; the
electrical, lighting, water, and plumbing systems; the heating,
ventilating, and air-conditioning systems; the parking lot, landscaping,
sprinkler system, and exterior lighting system; and fire extinguishers.
(2) COUNTY shall not suffer any waste on or to the demised premises.
(3) LESSOR shall be responsible for the structural integrity of the premises.
(4) LESSOR shall be responsible for the correction of any code violations which
may exist in the premises as a result of the initial design and construction
thereof; COUNTY shall be responsible for the correction of all others.
(5) COUNTY shall pay for all gas, electric, water, sewer, and refuse collection
services provided to the leased premises.
10. SERVICE BY LESSOR: It is understood and agreed LESSOR shall provide
certain landscaping, maintenance, construction, remodeling or like services as requested
by COUNTY in writing from time to time during the term of this Lease or extension
thereof. COUNTY shall pay to LESSOR as additional rental one hundred percent (100%)
of the costs of said service.
LESSOR shall consult with COUNTY and select either licensed, insured
contractors .or employees of LESSOR to provide the service. LESSOR shall obtain
COUNTY's prior written approval on the scope, term, and cost of the contracts.
COUNTY shall have the right to change the level of service from time to time by giving
LESSOR thirty (3 0) days' prior written notice, including the right to terminate any or all
service, or to require different contractors to provide said service.
August 12, 1996 3
11. ACCOMPLISHMENT OF IMPROVEMENTS:
A. LESSOR shall design and construct improvements to convert the existing
three-story building into an office building with approximately 27,500 square
feet of office space, along with site improvements, including landscaping, and
street improvements required by the City, and on-site parking for a total of
approximately 17-car parking, all as required to suit the needs of the Contra
Costa County Public Defender's Office.
B. The scope of improvements shall be as shown or described in Schematic
Drawings Exhibits _, _, and _ and in accordance with written technical
specifications which shall be prepared by LESSOR's Architect, George
Swallow, A.I.A. and Associates, Inc., for COUNTY review and approval.
The design, improvements, specifications, prices, costs, and estimates are
included to define the scope of improvements, but are not approved as of the
date of execution of this Lease.
C. Immediately upon execution of this Lease, Design Development and
Construction Documents shall be prepared by LESSOR and submitted for
COUNTY approval.
(1) Design Development Documents shall consist of drawings and other
documents to fix and describe the size and character of the entire Project
as to architectural, structural, mechanical and electrical systems,
materials and such other elements as may be appropriate. The
documents shall include two-line floor plans, with room sizes
dimensioned or noted. The floor plans shall show furniture and
equipment in each room, based on inventory lists provided by the
COUNTY. The purpose of the room layouts is to show that the room
sizes and configurations are appropriate for their intended uses. The
floor plans shall also show power and telephone/data outlet locations.
The purpose of showing outlet locations is to demonstrate that initial
and future room layouts will have adequate outlets and to provide a
basis for estimating costs for the electrical and telephone/data systems.
The documents shall include room finish schedules. Upon completion
of this phase, LESSOR and his architect shall prepare a report with
estimated costs for this project. COUNTY shall review this report and
August 12, 1996 4
give approval to proceed or terminate the Lease. COUNTY shall
reimburse LESSOR up to $18,000.00 for associated cost for Design
Development Documents.
In the event the total estimated cost of the project exceeds
??? shall have the right to
terminate the lease by giving LESSOR written notice within twenty (20)
working days of receipt of new estimate and making payment to
LESSOR of any unpaid balance due for architectural and related
services as provided in paragraph II.T., ACCOMPLISHMENTS OF
IMPROVEMENTS.
(2) Construction Documents shall be based on the approved Design
Development Documents and any further adjustments in the scope or
quality of the Project or in the project budget authorized by the
COUNTY, subject to Paragraphs E and F below. Construction
Documents shall consist of Drawings and Specifications which are
adequate and accurate for the purpose intended and which set forth in
detail the requirements for the construction of the Project.
D. The total cost of design, development, land, rent, construction, and
construction management fees shall not exceed $ (hereinafter
called "Fixed Limit"). The LESSOR shall be responsible for completing the
improvements in a satisfactory manner within the Fixed Limit. COUNTY
shall have the right to terminate this Lease should costs exceed the Fixed
Limit.
E. If changes in the project scope are ordered in writing by the COUNTY, the
Fixed Limit shall be adjusted upward or downward to reflect any change in
the estimated cost of design and construction due to the ordered change in
project scope. In accepting such written order, the Lessor shall agree that the
project scope and the Fixed Limit are consistent, and that, in its opinion, the
scope can be provided within the Fixed Limit. If the Fixed Limit is adjusted
upward, COUNTY shall pay to LESSOR, on request, that portion of the cost
increase for which construction is complete.
F. After the Design Development Documents are approved by the COUNTY, if
changes in the project scope are ordered in writing by the COUNTY, services
required to revise the construction or bid documents shall be paid for by the
COUNTY or offset by savings resulting from the change in project scope.
August 12, 1996 5
G. On completion of the Design Development Documents the LESSOR shall
submit an itemized estimate of all project costs to be incurred by the
LESSOR, including property acquisition, consultants, permits, construction,
furnishings (if any), voice & data systems, contingencies, and financial costs.
Format and breakdown shall be as approved by COUNTY. LESSOR shall not
proceed with Construction Documents until the Design Development
Documents are approved by COUNTY or until COUNTY provides written
authorization to do so.
H. On completion of Construction Documents LESSOR shall resubmit the
itemized estimate of all project costs, revised as required to reflect the
Construction Documents. If the LESSOR uses separate phased contracts for
construction, construction documents therefor may be submitted
incrementally with an appropriately revised itemized estimate. LESSOR shall
not proceed with bidding until construction documents and associated
itemized estimates are approved by COUNTY.
1. The LESSOR agrees that approval of plans and specifications by the
COUNTY shall not relieve the LESSOR of responsibility for the adequacy,
fitness and correctness of such plans and specifications and for the design
work which has been produced in accordance with sound and accepted
architectural and engineering principles. The LESSOR shall retain
consultants for all design work who are professionally competent and who
hold current registration in the State of California to practice the profession
involved.
J. After final approval of Construction Documents by COUNTY, LESSOR shall
not make or cause to be made any changes in plans or specifications without
the prior written consent of COUNTY. LESSOR shall make changes,
additions or deletions upon written Change Order from COUNTY and such
items shall be charged at direct cost.
K. LESSOR shall obtain at least two competitive bids for each specialty trade
and shall submit such bids to COUNTY for approval.
L. Upon receipt of each bid, LESSOR shall analyze the impact of the bids on the
estimated cost of design and construction, submit the analysis to COUNTY
for approval, and shall confer with COUNTY to determine what, if any,
adjustments in the design and construction are required to keep the estimated
cost within the Fixed Limit.
August 12, 1996 6
M. Cost considerations shall not justify breaching principles of sound archi-
tectural and engineering design. If the cost of the work is increased beyond
the Fixed Limit or beyond the latest approved estimate by any changes
involving quality or quantity, the LESSOR shall give written notice in a
timely manner to the COUNTY, whether such increase is initiated by the
COUNTY or the LESSOR.
N. Since a Fixed Limit of Design and Construction Cost has been established as a
condition of this Lease, the LESSOR shall be permitted, subject to approval
by the COUNTY, (a) to include contingencies for design, bidding, and price
escalation, (b) to determine what materials, equipment, component systems
and types of construction are to be included in the Construction Documents,
(c) to make reasonable adjustments in the scope of the Project and (d) to
include in the Construction Documents alternate bids approved by the
COUNTY so that the design, development and construction costs can be
adjusted if necessary to meet the Fixed Limit.
O. If the estimated construction cost is exceeded by any lowest bona fide bid, the
COUNTY at its option shall do one of the following: (a) approve the
Construction Contract if additional funds are available, (b) authorize
rebidding or renegotiating of the work within a reasonable time, or (c), require
the LESSOR to modify the Construction Documents as necessary to comply
with the Fixed Limit. If the LESSOR is required to make such modifications,
he shall prepare, without cost to the COUNTY, the modified Construction
Documents for rebidding.
P. COUNTY hereby reserves the right to inspect during construction of improve-
ments as specified herein, but will not interfere with LESSOR's work and will
notify LESSOR in writing of any requests or recommendations. LESSOR
shall retain the design consultants to inspect the improvements during
construction as necessary to become familiar with the progress and quality of
the work, to determine if the work is proceeding in accordance with the
Construction Documents, and to guard against defects and deficiencies in the
work of the LESSORs construction contractor(s). The LESSOR shall keep
the COUNTY informed of the progress and quality of the work. LESSOR
shall retain the design consultants to review customary construction contractor
shop drawings and product data submittals. LESSOR shall furnish at least
three sets of such submittals to the COUNTY.
August 12, 1996 7
Q. LESSOR shall commence construction within six (6) months of the effective
date of this Lease and the improvements shall be complete, including final
inspections and issuance of a Notice of Completion, by August 15, 1997. If
actual construction has not commenced within nine (9) months of the effective
date of this Lease, COUNTY may, upon written notice to LESSOR, cancel
this Lease without cost or obligation to COUNTY.
1) In the event LESSOR cannot deliver the premises on or before August
15, 1997, as provided hereinabove, rent shall be prorated as of the first
workday after the improvements are completed and accepted by the
COUNTY.
2) In the event the improvements are not completed by ,
COUNTY may, at its sole discretion, terminate the Lease by giving
LESSOR written notice with no cost or obligation on the part of
COUNTY subject to the terms and conditions of any Subordination,
Nondisturbance and Attornment Agreement between the parties hereto
and the bank providing construction financing.
R. Upon LESSOR's written request, the dates in this paragraph shall be extended
by the time lost as a result of work stoppages, strikes, shortages of material or
Act of God; provided such time lost is entirely beyond LESSOR's control.
S. LESSOR shall comply with the California Labor Code Sections 1720-1861 as
they apply to the accomplishment of this improvement. In addition, upon
request of COUNTY, LESSOR shall disclose fully all information concerning
the construction and financing of the land and improvements which comprise
the premises and shall make all records, contracts, and subcontracts available
for COUNTY inspection.
T. Upon receipt of itemized bills, COUNTY shall pay to LESSOR the cost of
permits, fees, architectural, and related services, requested and approved in
writing by the COUNTY prior to the Finance Date, up to a maximum of
TWENTY THOUSAND AND NO/100 DOLLARS ($20,000.00). After the
Finance Date, LESSOR shall reimburse COUNTY upon request, from the
construction financing, a sum equal to the total paid LESSOR under this
subparagraph.
August 12, 1996 8
12. COMPLETION AND ACCEPTANCE OF IMPROVEMENTS: The following
procedure shall apply for completion and acceptance of the premises, hereinafter called
improvements.
A. Upon LESSOR's completion of improvements, including all site work and
landscaping, LESSOR shall give written notice thereof to the COUNTY's
General Services Director or his designee. COUNTY shall inspect within five
(5) workdays after receiving said notice and shall accept or reject said
improvements within ten (10) workdays of receipt of such written notice.
B. In the event COUNTY conditionally accepts the improvements, COUNTY
shall provide LESSOR with a list of items of work requiring correction,
replacement, or completion (herein called the "punch list"). LESSOR shall
cause all of the items on the punch list to be completed, corrected, or replaced
as required within thirty (30) days of receipt of the punch list. If all such
items are not completed, corrected, or replaced as required within said period,
COUNTY shall have the right to specific performance of such obligations by
LESSOR and/or the right to complete, correct, or replace such items and the
right to be reimbursed by LESSOR for the cost thereof or the right to deduct
from monies owed to LESSOR the cost thereof including expenses incurred
by COUNTY in enforcing such right of specific performance and/or
reimbursement.
C. Subject to subparagraphs (A) and (B) above, COUNTY shall give written
notice of acceptance to LESSOR. The POSTCONSTRUCTION TERM shall
commence on the first workday following said acceptance and rent shall be
prorated as of the first day of the term. However, acceptance of said
improvements shall not constitute a waiver of any warranty of any defect in
regard to workmanship or material of the improvements on said premises.
D. LESSOR shall warrant that all construction shall be performed in a good and
workmanlike manner and that the material, equipment and other building
facilities furnished in connection with the improvements shall be free of
defects, latent or patent. LESSOR shall, at its expense, repair and replace any
poor workmanship or defective materials, equipment, or other building
facilities within a reasonable time after written notice thereof provided said
notice is received within one (1) year of the acceptance of improvements.
August 12, 1996 9
E. LESSOR shall provide the following items to COUNTY:
(1) Three (3) copies of Warranties. The date of commencement of
Warranties will be the date of acceptance of the improvements.
(2) Final record drawings from field records. The drawings shall
reflect all changes to the improvements. Deleted, changed and
added items shall be "clouded" and identified with a "delta"
revision symbol. Each revised sheet shall be labeled "Field
Record". The original drawings, not reprographics, shall be
provided.
(3) Copy of final record specifications.
(4) Copy of all approved shop drawings.
(5) Operation and maintenance data manuals meeting the criteria as
set forth in Exhibit
(6) Soils report.
(7) Structural and energy calculations.
(8) Any other reports or calculations required by a governmental
agency in connection with approvals or permits for the
improvements.
13. CONSTRUCTION MANAGEMENT SUBSTITUTION: In the event
, for any reason or at any time, is unable to
provide the construction management services required to complete the improvements
specified under the terms of this Lease, COUNTY, provided it has approved the
construction loan and each disbursement of monies under the term of said loan, shall
assume responsibility to supervise the balance of construction to completion. The
contractor's monthly payment requests will be on A.I.A. Document G702 (Application
and Certification for Payment). Upon verification or modification of the request, the
COUNTY's General Services Director or his designee shall sign for COUNTY and
shall submit the approved request to the Lender.
, without exception, from funds received
from the Lender, shall issue checks to the contractor(s) co-signed by
and the designated signator of the COUNTY.
Should the provision of this paragraph be implemented, the cost of the Architect's
services, or the direct costs of the COUNTY, shall be deducted from the remaining
balance existing at that time in the management cost line item of$ , the amount
budgeted in the Fixed Limit for construction management by LESSOR.
August 12, 1996 10
LESSOR or LESSOR!s successor or assigns shall promptly without exception
execute and deliver or cause to be executed and delivered all such further assurances,
documents or instruments and promptly do or cause to be done all such other and further
things as may be necessary or reasonably required in order to carry out, give effect to and
comply with the terms and intent of this Lease.
14. PRIOR POSSESSION: COUNTY shall have the right to install fixtures,
telephones, and other items required to prepare space for COUNTY's occupancy and to
store furniture, supplies, and equipment where such work or storage can be effected
without unduly interfering with LESSOR's completion of the improvements.
15. ALTERATIONS, FIXTURES, AND SIGNS: COUNTY may make any lawful
and proper minor alterations and may attach fixtures and signs in or upon the premises
which shall remain COUNTY property and may be removed therefrom by COUNTY
prior to the termination of this Lease. Any such alterations, signs or fixtures shall be at
COUNTY's sole cost and expense.
16. HOLD HARMLESS:
A. Prior to Commencement of the POSTCONSTRUCTION TERM:
Prior to and during construction of the improvements prior to commencement
of the Postconstruction term of this Lease, LESSOR shall hold harmless,
indemnify, defend, save and protect COUNTY from any liability or claim for
damage of any kind allegedly suffered, incurred or threatened because of
actions defined below, including personal injury, death, property damage,
inverse condemnation, or any combination of these, regardless of whether or
not such liability, claim or damage was unforeseeable at any time before
COUNTY approved the Design Development Documents and Construction
Documents or accepted the improvements as completed, and including the
defense of any suit(s) or action(s) at law or equity concerning there.
The actions causing liability are any act or omission (negligent or non-
negligent) in connection with the matters covered by this Lease and
attributable to Lessor, Lessor's contractor, subcontractor(s), or any officer(s),
agent(s), or employee(s) of one or more of them.
The promise and agreement in this section is not conditioned or
dependent on whether or not COUNTY has prepared, supplied, or approved
any plan(s), drawing(s), specification(s) or special provision(s) in connection
August 12, 1996 11
with this work, has insurance or other indemnification covering any of these
matters, or that the alleged damage resulted partly from any negligent or
willful misconduct of COUNTY.
B. During the POSTCONSTRUCTION TERM of this Lease:
It is understood and agreed that COUNTY is self-insured for public
liability and property damage, and LESSOR shall not in any way be
responsible for any damages to persons or property in and upon said premises
and shall not be held liable for any liability, claim or suit for damages to the
person or property of anyone while in or upon said leased premises during the
term of this Lease or any extension thereof, and COUNTY hereby agrees to
defend, indemnify, and hold harmless LESSOR from liability or charges of
any kind or character by reason of such injury or damage claim or suit for
liability arising therefrom in, around or upon said leased premises, except that
in the case of any structural failure of the building which results in damage to
any person or property, LESSOR will be held liable.
LESSOR agrees to defend, indemnify, and hold COUNTY completely
harmless from damages to persons or property and COUNTY shall not be
held liable for any liability, claim, costs or suit for damages to the persons or
property when and if said persons or property are invited or brought onto the
demised premises by LESSOR.
17. ASSIGNMENT OR SUBLEASE: COUNTY shall have the right to sublease the
premises or any part thereof at any time during the terms of this Lease or extension
thereof and shall have the right to assign this Lease to the Contra Costa County Public
Facilities Corporation or other entity for purposes of financing the acquisition of the
premises under the terms of the Option to Purchase as provided herein below. COUNTY
shall have the right to assign this Lease to others upon receiving written consent of
LESSOR, which consent shall not be unreasonably withheld.
18. SUBORDINATION, RECOGNITION, AND ATTORNMENT: COUNTY's
Director of General Services or his designee shall, at LESSOWs written request, execute a
subordination agreement if required for LESSOR to obtain financing for the
improvements to be provided as a part of this Lease provided that the lender and
LESSOR agree to sign a recognition and attornment agreement in a form acceptable to
COUNTY.
August 12, 1996 12
19. ESTOPPEL CERTIFICATES: Within ten (10) days after written request from
LESSOR, COUNTY's Director of General Services or his designee shall execute and
deliver to LESSOR or LESSOR's designee, a written statement certifying: (a) that this
Lease is unmodified and in full force and effect, or is in full force and effect as modified
and stating the modifications; (b) the amount of rent and the date to which rent and
additional rent have been paid in advance; and (c) that LESSOR is not in default
hereunder or, if LESSOR is claimed to be in default, stating the nature of any claimed
default. Any such statement may be relied upon by a purchaser, assignee or lender.
20. CONDEMNATION: In the event that all or any part of the premises or
improvements thereto are appropriated by the exercise of the power of eminent domain,
COUNTY shall have a compensable interest and a right to share in the condemnation
award.
21. INSURANCE: COUNTY shall, at its sole cost and expense during the
POSTCONSTRUCTION TERM of this lease, or during the time of occupancy prior to
the commencement of said term, or during any extension of said term, maintain fire,
vandalism, malicious mischief and extended coverage insurance equal to the replacement
value of the building exclusive of the cost of excavation, foundations, and footings.
COUNTY and LESSOR shall agree on said replacement value upon completion of the
improvements. Said insurance shall be subject to the deductible amount carried under
COUNTY's self-insurance program, and shall name LESSOR and LESSOR's mortgagee
as additional insureds. COUNTY shall provide evidence of said insurance by filing with
LESSOR a duly executed certificate to the effect that the insurance required by this Lease
is extended in favor of and consistent with the terms herein. Said certificate shall contain
a provision that written notice of cancellation or any material change shall be delivered to
LESSOR ten (10) days in advance thereof.
Said property insurance shall be factored annually by COUNTY's Broker to
maintain adequate coverage in accordance with the insurable value of the premises. In
the event of any damage to or destruction of any part of the premises covered by said
insurance, the proceeds shall be utilized by LESSOR for the repair, reconstruction or
replacement of the damaged or destroyed portion of the demised premises to the same
good order, repair and condition as it was prior to the damage or destruction.
In addition, COUNTY shall provide rental interruption insurance for loss of rental
income for up to twelve (12) months naming LESSOR as insured.
August 12, 1996 13
Should COUNTY become entirely self-insured, said coverages shall be maintained
under its own program and evidence of self-insurance shall be provided to LESSOR and
to LESSOR!s mortgagee.
During construction of the improvements prior to occupancy by the COUNTY, a
Course of Construction policy shall be provided by LESSOR and evidence of such
insurance shall be submitted to COUNTY before improvements begin at site..
It shall be COUNTY's responsibility to insure the contents of the building installed
pursuant to Article 14, "Prior Possession"..
22. DESTRUCTION: In the event of damage causing a partial destruction of the
premises during the terms,of this Lease from any cause, LESSOR shall repair said
damage promptly and within a reasonable time, but such partial destruction shall not void
this Lease, except that COUNTY shall be entitled to a proportionate reduction of rent
while such repairs are being made, such proportionate reduction to be based upon the
extent to which the portion of the premises unusable by COUNTY bears to the total area
of the premises.
A partial destruction which cannot be repaired and which results in the premises
being unusable for the construction of the Improvements as designed in accordance with
Paragraph 11, "ACCOMPLISHMENT OF IMPROVEMENTS", or a total destruction of
the premises shall terminate this Lease at the option of COUNTY.
23. QUIET ENJOYMENT: LESSOR covenants that COUNTY shall at all times
during the term peaceably and quietly have, hold, and enjoy the demised premises
without suit, trouble or hindrance from or on account of LESSOR as long as COUNTY
fully performs hereunder.
24. DEFAULTS:
A. The occurrence of any one or more of the following events shall constitute a
default and breach of this Lease by COUNTY:
(1) The failure by COUNTY to make any payment of rent or any other
payment required to be made by COUNTY hereunder, as and when due, if
such failure shall continue for a period of thirty (30) days after written notice
thereof from LESSOR to COUNTY.
(2) The failure by COUNTY to observe or perform any of the covenants,
conditions, or provisions of this Lease to be observed or performed by
COUNTY other than described in subparagraph (1) above, if such failure shall
continue for a period of thirty (30) days after written notice thereof from
LESSOR to COUNTY; provided, however, that if the nature of COUNTY's
August 12, 1996 14'
default is such that more than thirty (30) days are reasonably required for its
cure, then COUNTY shall not be deemed to be in default if COUNTY
commences such cure within said thirty (30) day period and thereafter
diligently prosecutes such cure to completion.
(3) The wrongful repudiation of this Lease by COUNTY prior to the
commencement date of the POSTCONSTRUCTION TERM, in which event,
in addition to the remedies described herein, LESSOR shall have the right to
convert the building to a building useable for general office purposes and to
be reimbursed by COUNTY for the cost of elements already erected or built
into the building pursuant to the Plans and Specifications which are not
reasonably and usually provided, or useable, in buildings constructed for
general office use, together with interest at the rate of percent (_%)
per annum from the date of payment of each such cost by LESSOR to the date
of reimbursement. If LESSOR and COUNTY are unable to agree upon the
items for which LESSOR is entitled to reimbursement, the amount of the
reimbursement to which LESSOR is entitled, or the period or periods for
which LESSOR is entitled to interest on any portion or portions of such
amount, such items, amounts, and interest periods shall be determined by
appraisal in the manner set forth in Exhibit "_", Appraisal Procedure.
In the event of any such default or breach by COUNTY, LESSOR may
at any time thereafter, with or without notice or demand and without limiting
LESSOR in the exercise of any right or remedy which LESSOR may have by
reason of such default or breach, elect the remedies set forth in either
subparagraph (a), (b) or (c) below:
(a) Terminate COUNTY's right of possession of the premises by any
lawful means, in which case this Lease shall terminate and COUNTY shall
immediately surrender possession of the premises to LESSOR. In such event,
LESSOR shall be entitled to recover from COUNTY:
(1) The worth at the time of award of any unpaid rent which had
been earned before termination until the time of such termination;
plus
(2) The worth at the time of award of the amount by which the
unpaid rent which would have been earned after termination until
the time of award exceeds the amount of such rental loss which
COUNTY proves could have been reasonably avoided; plus
August 12, 1996 15
(3) The worth at the time of award of the amount by which the
unpaid rent for the balance of the term after the time of award
exceeds the amount of such rental loss which COUNTY proves
could be reasonably avoided; plus
(4) Any other amount necessary to compensate LESSOR for all
the detriment caused by COUNTY's failure to perform its
obligations under this Lease, or which in the ordinary course of
things would be likely to result therefrom: plus
(5) Such other amounts in addition to or in lieu of the foregoing as
may be permitted from time to time by applicable California law.
(6) As used in subparagraph (1) and (2) above, the "worth at the
time of award" is computed by allowing interest thereon at the rate
of percent (_%) per annum. As used in subparagraph (3)
above, the "worth at the time of award" is computed by
discounting such amount at the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus
percent (_%); or
(b) Maintain COUNTY's right to possession, in which case this Lease
shall continue in effect whether or not COUNTY shall have abandoned
or not occupied the premises. In such event, LESSOR shall be entitled
to enforce all of LESSOR's rights and remedies under this Lease,
including the right to recover the rent and all other sums payable by
LESSOR as the same become due hereunder. LESSOR may terminate
COUNTY's right to possession at any time thereafter and on thirty (30)
days prior written notice, provided such default has not been cured
within such period of thirty (30) days.
(c) In addition, LESSOR may pursue any other remedy now or
hereafter available to LESSOR under California law.
B. The occurrence of any one or more of the following events shall constitute a
default and breach of this Lease by LESSOR:
(1) Failure to obtain a construction loan and to commence construction within
ten (10) months of the effective date of this Lease; failure to pursue
construction to completion by
(2) The failure to construct the improvements in accordance with the
approved plans and specifications.
August 12, 1996 16
(3) The failure to pay taxes, assessments, construction costs, or mortgage
interest in a timely manner.
(4) The failure to notify the COUNTY of any claim, condition or event which
might affect the COUNTY's interest in said Lease.
(5) If during the period of construction prior to the commencement of the
term:
(a) LESSOR shall make an assignment for the benefit of creditors, or
(b) A voluntary or involuntary petition shall be filed by or against
LESSOR under any present or future applicable federal, state or other
statute or law having for its purpose the adjudication of LESSOR a
bankrupt, or the extension of the -time of payment, composition,
adjustment, modification, settlement or satisfaction of the liabilities of
LESSOR or liquidation of LESSOR or similar relief by reason of the
insolvency or alleged insolvency of LESSOR or
(c) A receiver, liquidator or trustee shall be appointed for the property
of LESSOR, or of all or a substantial portion of the premises by reason
of the insolvency or alleged insolvency of LESSOR, or
(d) Any department of the state or federal government, or any officer
thereof duly authorized, shall take possession of the business or property
of LESSOR by reason of the insolvency or alleged insolvency of
LESSOR and LESSOR shall fail within the time provided to give any
notice it is permitted to give pursuant to the last paragraph of this
Section of this Article.
C. Notice of Default: LESSOR shall not be considered to be in default under this
Lease unless:
(1) COUNTY has given notice specifying the default and
(2) LESSOR has failed for thirty (30) days to cure the default, if it is
curable, or to institute and diligently pursue reasonable corrective or
ameliorative acts for noncurable defaults.
D. Notice of Default: COUNTY shall not be considered to be in default under
this Lease unless:
(1) LESSOR has given notice specifying the default and
August 12, 1996 17
(2) COUNTY has failed for thirty (30) days to cure the default, if it is
curable, or to institute and diligently pursue reasonable corrective or
ameliorative acts for noncurable defaults. LESSOR shall have the right
of termination for COUNTY's default only after notice to and consent
by all mortgagees under mortgages then existing under provisions of this
Lease relating to the purchase or construction of improvements.
E. Waiver, Voluntary Acts: No waiver of any default shall constitute a waiver of
any other breach or default, whether of the same or any other covenant or
condition. No waiver, benefit, privilege or service, voluntarily given or
performed by either party shall give the other any contractual right by, custom,
estoppel or otherwise.
F. Public Safety; COUNTY's Right to Cure: With respect to any default by
LESSOR that would result in underlying liability to the COUNTY or would
impair or endanger the safety of the public, upon said default continuing for
thirty (30) days without cure or commencement of the curing by LESSOR,
COUNTY shall have the right to cure such default on the part of LESSOR and
deduct the cost thereof from the rent or from any other monies owed to
LESSOR.
25. INJUNCTION, INVALIDATION OR DELAY BY COURT: In the event the
performance of this Lease or the approval of plans and specifications or environmental
documents is enjoined or invalidated or delayed by a court of competent jurisdiction,
COUNTY and LESSOR hereby release each other from any claim, cost, damages or
liability which either may assert against the other arising from such injunction,
invalidation or delay.
26. SURRENDER OF PREMISES: On the last day of the POSTCONSTRUCTION
TERM, or sooner termination of this Lease, COUNTY will peaceably and quietly leave
and surrender to LESSOR these premises with their appurtenances and fixtures (except
signs and fixtures referred to hereinabove) in good order, condition, and repair,
reasonable use and wear thereof and damage by earthquake, fire, public calamity, by the
elements, by Act of God, or by circumstances over which COUNTY has no control
excepted. COUNTY shall not be liable for painting the interior of the demised premises
upon termination of this Lease.
August 12, 1996 18
27. TAXES: During the Postconstruction term, COUNTY shall pay to LESSOR within
thirty (30) days after being requested to do so by LESSOR, as additional rental, a sum
equal to the prorated City and/or County taxes and assessments levied against the
premises (Assessor's Parcel Numbers and ) in any
year during the term of this Lease or extension thereof.
COUNTY shall not pay any taxes during the Construction period as taxes are
included in the construction loan financing as a project cost.
COUNTY shall not pay any increase in taxes resulting from a change in ownership
of the property.
It is understood that during the first and last years of each term, said taxes shall be
prorated between LESSOR and COUNTY.
COUNTY may, at its option, pay the taxes directly to the Tax Collector.
28. INSPECTION: The LESSOR reserves the right to enter the premises by prior
appointment only between the hours of 9:00 a.m. and 4:30 p.m., Monday through Friday,
holidays excepted, and to employ the proper representative or contractor in order to see
that the property is being reasonably cared for, that no waste is being made, and that all
things are done in the manner best calculated for the preservation of the property, and in
full compliance with the terms and conditions of this Lease. LESSOR, his architects,
contractors, surveyors, and consultants shall have the right to enter the premises at all
times prior to the POSTCONSTRUCTION TERM in order to take all actions necessary
to plan and design the improvements.
29. MEMORANDUM OF LEASE: A Memorandum of Lease shall be executed and
recorded by the parties hereto. This will be in lieu of recording the entire instrument.
30. FINANCING:
A. As part of the consideration for this Lease, LESSOR shall obtain a
construction loan with a twelve to eighteen month term in an amount not to
exceed AND NO/100
DOLLARS ($ ) from a major commercial bank or lender
acceptable to COUNTY. The loan placement fee shall not exceed and
percent (___%) of the principal amount of the loan and the interest
cost shall not exceed percent (_%) without written approval of the
COUNTY.
B. When the finance date is determined, it shall be inserted as follows. Failure to
insert said date shall not affect the rights of the parties to this lease. The
Finance date is
August 12, 1996 19
C. COUNTY's Director of General Services or his designee, and LESSOR or
LESSOR's successor or assigns shall promptly without exception execute and
deliver or cause to be executed and delivered all such further assurances,
documents or instruments and promptly do or cause to be done all such other
and further things as may be necessary or reasonably required in order to
secure financing and to carry out, give effect to and comply with the terms
and intent of this Lease.
31. OPTION TO PURCHASE:
A. As part of the consideration for this Lease, LESSOR hereby grants to
COUNTY or its assignee the exclusive right and privilege to purchase the
premises, including the improvements thereon and any appurtenant easements
thereto, as shown on Exhibit "A" and further described as follows:
Lot of Subdivision as shown on a map thereof recorded in Book
of Maps at Page _, in the office of the County Recorder of said
County of Contra Costa.
and
Lot , Subdivision , filed ,in Book of
Maps, Pages _ through _, in the office of the County Recorder of
Contra Costa County.
B. COUNTY may exercise this option at any time during the terms of this lease
be giving LESSOR thirty (30) days prior written notice of its intent to exercise
said option by paying to LESSOR the applicable purchase price set forth
below.
C. The parties agree the amount of COUNTY's rent to LESSOR during the
PRECONSTRUCTION TERM is sufficient to meet the principal and interest
payments between LESSOR and for the premises.
If the COUNTY exercises its option to purchase the premises during the
PRECONSTRUCTION TERM, COUNTY shall pay LESSOR a purchase
price of AND NO/100 DOLLARS,
($ ), less a credit of $ for payments made
under the Option to Lease for a net purchase price of$
D. Should COUNTY exercise this purchase option during the CONSTRUCTION
TERM, the purchase price shall be AND NO/100 DOLLARS
($ ), less a credit of$ for payments made under the
August 12, 1996 20
Option to Lease for a net purchase price of$ LESSOR shall
complete the improvements as required under this Lease and provide the
required warranties for labor and materials.
Monies due Lessor for the purchase, less $ for overhead and
profit, shall be paid to the extent construction is complete. The balance of
construction costs shall be paid monthly by COUNTY or its Assignee upon
submittal to COUNTY of a request for payment accompanied by certification
from LESSOR's contractor or LESSOR as to completion of various items of
construction. Overhead and profit shall be paid upon recordation of the final
notice of completion of the improvements.
E. Should COUNTY exercise this purchase option during the
POSTCONSTRUCTION TERM the purchase price shall be as shown below.
Period Price
Commencement to end of 5th lease year $
6th lease year through 10th lease year $
11th lease year through 15th lease year $
16th lease year through 20th lease year $
F. In the event the Fixed Limit is reduced or in the event COUNTY has
reimbursed LESSOR for a portion of the costs included in the Fixed Limit, the
purchase price during the Construction or POSTCONSTRUCTION TERMS
shall be reduced accordingly. In the event the Fixed Limit is increased by
COUNTY approval or by change orders approved by COUNTY, the purchase
price during either term shall increase accordingly.
G. LESSOR shall deliver to COUNTY an executed grant deed in recordable form
conveying the premises. Title to the premises shall be conveyed by LESSOR
to COUNTY free and clear of all liens, encumbrances, covenants, conditions,
restrictions, easements, rights of way of record, and other matters of record,
except current taxes, a lien not yet delinquent, and those portions of current
assessments not yet due and payable.
H. The sale shall be consummated through an escrow to be opened after the
notice exercising the option has been given to LESSOR. Escrow shall be
deemed to be opened under this paragraph on the date escrow instructions are
drawn. The parties shall execute all documents required by escrow holder as
long as they are consistent with the provisions of this paragraph. It is the
August 12, 1996 21
parties' intention that escrow shall close approximately sixty (60) days after
the option notice has been given to LESSOR. Escrow shall be deemed to be
closed pursuant to this paragraph on the date the grant deed is recorded.
I. At the close of escrow, escrow holder must be prepared to issue a CLTA
Standard Coverage Policy of Title Insurance in the amount of the purchase
price insuring title to the premises vested in COUNTY, subject only to the
matters set forth in subparagraph G above.
J. Rent and taxes shall be prorated as of close of escrow.
K. Transfer taxes and recording fees on the deed, the cost of the title policy
charges of escrow, and all other closing costs shall be paid by COUNTY.
L. If the premises are partially destroyed between the date COUNTY exercises
the option to purchase and the date set for the close of escrow, LESSOR shall
restore the premises. The partial destruction shall not affect this option, the
purchase price of the premises, or the date set for the close of escrow except
COUNTY shall have the option to reasonably alter the date for close of
escrow pending completion of the restoration or to instruct the escrow holder
to withhold funds equal to the cost of restoration until it is completed. If the
lease terminates, this option shall also terminate unless the COUNTY
otherwise agrees in writing to complete the purchase.
M. On close of escrow, the parties shall be released from all liabilities and
obligations under this Lease except as provided with this paragraph.
32. HAZARDOUS WASTE: LESSOR, at its expense, shall comply with all appli-
cable laws, regulations, rules, and others, with respect to the use of the Premises,
regardless of when they become or became effective, including, without limitation, those
relating to health, safety, noise, environmental protection, waste disposal, and water and
air quality, and furnish satisfactory evidence of such compliance upon request of
COUNTY.
No hazardous materials shall be handled at any time upon the Premises. Should any
discharge, leakage, spillage, emission or pollution of any type occur upon or from the
Premises due to LESSOR's use and occupancy thereof, LESSOR, at its expense, shall be
obligated to clean all the property affected thereby, whether owned or controlled by
COUNTY or any third person, to the satisfaction of COUNTY (insofar as the property
owned or controlled by COUNTY is concerned) and any governmental body having juris-
diction thereover.
August 12, 1996 22
To the extent permitted by law, LESSOR shall indemnify, hold harmless, and
defend COUNTY and such holders of user rights against all liability, cost, and expense
(including, without limitation, any fines, penalties, judgments, litigation costs, and
attorneys' fees) incurred by COUNTY and such other users as a result of LESSOR's
breach of this section or as a result of any such discharge, leakage, spillage, emission or
pollution, regardless of whether such liability, cost or expense arises during or after the
term of this Agreement, unless such liability, cost or expense is proximately caused solely
by the active negligence of COUNTY.
LESSOR shall pay all amounts due COUNTY under this section within ten (10)
days after any such amounts become due.
33. NOTICES: All notices given hereunder shall be in writing and shall be deemed to
have been given if deposited in the United States mail and addressed to the other
party as follows or as otherwise designated in writing from time to time:
To LESSOR: P. O. Box 727
Martinez, California 94553
To COUNTY: 1220 Morello Avenue, Suite 100
Martinez, California 94553
Attention: Lease Management Division
34. WRITTEN AGREEMENT: Neither party has relied on any promise or
representation not contained in this Lease. All previous conversations, negotiations, and
understandings are of no further force or effect. This Lease may be modified only by a
writing signed by both parties. The headings of the paragraphs are for convenience only
and are not a part of this Lease, nor shall they be considered in construing the intent of
this Lease.
35. SUCCESSORS AND ASSIGNS: The terms and provisions of this Lease shall
extend to and be binding upon and inure to the benefit of the heirs, successors, and
assigns of the respective parties hereto.
36. SEVERABILITY: The unenforceability, invalidity, or illegality of any provision
shall not render the other provisions unenforceable, invalid, or illegal.
August 12, 1996 23
37. TIME IS OF THE ESSENCE of each and all of the terms and provisions of this
Lease.
38. SIGNATURE BLOCK
COUNTY LESSOR
COUNTY OF CONTRA COSTA, EARL D. DUNIVAN,JOANNE
a political subdivision of the DUNIVAN, BART A. BISIO, AND
State of California JANE L. BISIO
By By
Director of General Services Earl D. Dunivan
RECOMMENDED FOR APPROVAL: 13
Joanne Dunivan
By
Deputy County Administrator By
Bart A. Bisio
By
Deputy General Services Director By
Jane L. Bisio
By
Lease Manager
APPROVED AS TO FORM:
VICTOR J. WESTMAN, County Counsel
By
Deputy
JOE TONDA, Risk Management
By
SBV
state3.lse
August 12, 1996 24