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HomeMy WebLinkAboutMINUTES - 08171999 - C182 BOARD OF SUPERVISORS Fe : Barton J. Gilbert, Director of General ServicesContra 77 Costa OA`: August 17, 1999 County SUBJECT: FACILITY SUBLEASE/USE AGREEMENT FOR SAN PABLO LIBRARY SPECIFIC REQUESTS OR RECO1MAMENDA T IONS)&BACKGROUND AND JUSTIFICATION to RECOMMENDATION APPROVE a Facility Sub-Lease/Use Agreement with the City of San Pablo Redevelopment Agency, commencing August 1, 1999, for the premises at 1555 International Marketplace, Sari Pablo, under the terms and conditions more particularly set forth in Said Lease/Use Agreement, and AUTHORIZE the Director of General Services to EXECUTE said Agreement can behalf of the County, and DETERMINE that the project is a California Environmental Quality Act (CEQA) Mass 27 Categorical Exemption and DIRECT the Director of Community Development to file a Notice of Exemption with the County Clea; and DIRECT the Director of General Services to arrange for the payment of the dandling fee to the County Clerk for filing of the Notice of Exemption. Il. FINANCIAL IMPACT There are no lease Costs. The City of San Pablo or San Pablo Redevelopment Agency will fund increased operational Costs for this facility which is larger than the previous San Pablo branch library. Ill. REASONS FOR-RE-COMMENDATION / BAC}< IROUI� The City of Sari Pablo Redevelopment .Agency has the master lease for the International Marketplace complex which includes approximately 9,000 sq.ft. for the San Pablo branch library. Other occupants of the complex include P.I.C. One Stop Center, City Community Center, a child Care Center and retail establishments. The space will be remodeled to meet the Library's needs. Upon the opening of this library, the County will end its operations at the current approximate City owned 6,000 sq.ft. facility at 2191 Market Ave., San Pablo. CEQA Class 27 Categorical Exemption finding based on lease of previous unoccupied privately owned facility. Proposed use in Conformance with City of San Pablo General Plan, Redevelopment Plans and EIR for the Project area. RECOMMENDATION OF COUNTY ADWNISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE S): ACTION OF BOARD ON 1-s r r _ ". APPROVED AS RECOMMENDED VOTE OF SUPERVISORS X UNANIMOUS(ABSENT AYES: NCdS: ABSENTS: ABSTAIN: V.—EDIA CONTACT: BARTON J.GILBERT(313-7100) CC: County AttrrEr€ tratcr(via E1T2T) t HEREBY CERTIFY THAT THIS IS A TRUE Count Auditor-Inr trator(via via L!'J AND CORRECT COPY OF AIV ACTICN TAKEN County ( ) AND ENTERED ON THE MINUTES OF THE 80AR-0 Lessor(via L/M) OF SUPERVISORS ON THE DATE SHOWN. County Library(via L1Pv9) 4 r E: '� County Counsel(via Lim) AT;ESTER �21 � / ' / R€a%management(via UM) PHIL ,CHELOR,CL Ri{��T'HE BOARD OF ^rig:General Services Department-UM SUPERVISORS AND COUNTY ADMINISTRATOR DEPU TY G:\Lease!gt\CA SCC)€.\5an?abioBoarct7rder.doc GENERAL SERVICES DEPARTMENT MEIN LEASE MANAGEMENT DIVISION 1220 Morello Avenue, Suite 100 Martinez, California 94553-4711 Extension 3®7250 FAX 3-7299 BATE August 4, 1999 TO: Phil Batchelor, County Administrator FROM: Barton J. Gilbert, Director of General Services SUBJECT: Agenda: Lease Authorization-1555 International Marketplace, San Pablo, Bldg. T00475 (August 17, 1999 Agenda) A new lease/use agreement is to be negotiated as follows: OCCUPANT: COUNTY LIBRARY RENT: 'None, space being provided for by City/Redevelopment Agency TERM: To be determined SQUARE FEET: Approximately 9,000 sq.ft. SPACE TYPE; Branch Library LESSOR RESPONSIBILITY: Roof and exterior COUNTYRESPONSIBILITY: Interior and operational maintenance ADDRESS: 1555 International Marketplace, San Pablo AGENDA ITEC: AUTHORIZE AND APPROVE the Director of General Services to EXECUTE a Sublease with City of San Pablo Redevelopment Agency, on behalf of the County, for use as the San Pablo Branch Library cc: Kathy gown Alan Pfeiffer Terry Mann Christie Beardsley I:\LeaseMgt\CAROL\sar_pabioiibraryinfo.doc FACILITY SUBLEASE AND USE AGREEMENT between THE REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO and COUNTY OF CONTRA COSTA for San Pablo Branch Library, San Pablo, CA 1555 International Marketplace, San Pablo SECTION A: BASIC TERMS AND CONDITIONS A.I. PARTIES: 1 A.Z. PURPOSE: 1 A.3. LEASE OF PREMISES: 2 A.4. TERM: 2 A.5. EXTENSION: 2 A.6. CONSIDERATION 2 A.7, USE OF PREMISES: 2 A.S. UTILITIES AND JANITORIAL: 3 A.9. INTERIOR COMMON AREA 3 A.10. MAINTENANCE AND REPAIRS: 4 A.11. NOTICES: 5 A.12. ATTACHMENTS: 5 A.13. WRITTEN AGREEMENT: 5 A.14. TIME IS OF THE ESSENCE 6 A.15. SIGNATURE BLOCK 6 SECTION B: STANDARD PROVISIONS B.I. MOLDING OVER: 7 B.2. HOLD HARMLESS: 7 Baa. INSURANCE. 8 B.4. ALTERATIONS, FIXTURES, AND SIGNS: 8 B.5. DESTRUCTION: 8 B.6. DEFAULTS: 9 Bal. SURRENDER OF PREMISES: 10 B.8. SUCCESSORS AND ASSIGNS. 10 B.9. SEVERABILITY. 10 SECTION C. SPECIAL PROVISIONS C.I. BRANCH LIBRARY OPERATIONS. 11 C.2. ASSIGNMENT OR SUBLEASE. 12 C.3. PROPERTY TAXES. 13 EXHIBITS SUBLEASE EXHIBIT A. MASTER LEASE SUBLEASE EXHIBIT B. FACILITY SUBLEASE EXHIBIT C. PREMISES O;formslcortrsctlagreem entisD99UA.doc FACILITY SUBLEASE AND USE AGREEMENT between THE REDEVELOPMENT AGENCY OF THE CITY OF SAN PA LO and COUNTY OF CONTRA COSTA For San Pablo Branch Library, San Pablo, GA 1555 International Marketplace, San Pablo SECTION A: BASIC TERMS AND CONDITIONS A.I. PARTIES: Effective on August 17, 1.999,the REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO, a public body, corporate and politic, hereinafter called `AGENCY," and the COUNTY OF CONTRA COSTA, a political subdivision of the State of California,hereinafter called"COUNTY," mutually agree and promise as follows: A.2. PURPOSE: The purpose of this agreement is to provide a branch library facility for the use by the residents of the City of San Pablo, The AGENCY has entered into a Lease with Option to Purchase with El Portal,LLC dated March 19, 1998 hereinafter referred to as 11 MASTER LEASE", for the "FACIL,ITY ' described as follows: Approximately 25,000 square feet of office/commercial/retail space commonly known as Building# 10 and commonly referred to as San Pablo Community Resource Center, International Marketplace, San Pablo. The baster Lease is attached hereto as "Sublease Exhibit A" and made a part hereof. Description of the Facility is attached hereto as "Sublease Exhibit 13" and made a part hereof. It is the desire of the COUNTY to utilize a portion of the Facility consisting of approximately 8,909 square feet for use as the San Pablo Branch Library, known as the "Premises", as described on "Sublease Exhibit C",which is attached and made a part hereof.Upon the opening of the Sara Pablo Branch Library,the COUNTY will close the previous branch library located at 2101 Market Avenue, San Pablo, CA. It is the purpose and intent of this Facility Sublease and Use Agreement, hereafter called "Agreement", to establish and identify the terms of the COUNTY's tenancy as well as the various rights,duties, obligations and responsibilities of each party with regard to the Premises. Both AGENCY and COUNTY acknowledge and agree than this 1 O:`orms\contract\agreemeeiltsp9900.doc Agreement is subject to all the terms and conditions of the Master Lease. Termination of the Master Lease shall cause termination of this Agreement. A.3. LEASE OF PREMISES: AGENCY, for and in consideration of the mutual promises of the parties as set forth herein, hereby subleases to COUNTY, and COUNTY subleases from AGENCY, these certain Premises as described above, together with nonexclusive use of adjacent exterior walks,common interior corridors, associated restroorns, parking lots and drinking fountains. A.4. TERM: The terra of this Agreement shall be five (5) years, commencing September 1, 1999 and ending August 31, 2404. A.5. EXTENSION: This Agreement may, at the option of the COUNTY, be extended, as described below, upon the same terms and conditions; A. First Option: For a two (22)year term,commencing September 1, 2044 and ending August 31, 2006. B. Second Option: For a two (2) year term,commencing September 1, 2006 and ending August 31, 2008. C. Third Option: For a two (2) year term, commencing September 1, 2008 and ending August 31, 2410. In the event COUNTY decides to exercise its option to extend the Agreement,COUNTY agrees to give AGENCY written notice of the extension, not later than. sixty (60) days prior to expiration of the thea current terra. However, irrespective of such notice, COUNTY's right to exercise the option shall not expire unless and until it receives from AGENCY a written demand advising COUNTY that it must exercise the option or face forfeiture of this right. In the case of such a demand,COUNTY shall have fifteen(1 5) working days following receipt of the demand to exercise the option; otherwise the option will be forfeited. A.6. CONSIDERATION: Hent of ONE ANIS NO/DOLLARS ($1.04) per year shall be payable during the term or any extension of this Agreement. A.7. USE OF PREMISES: COUNTY shall operate a branch library on the Premises. 2 A.S. UTILITIES ANIS JANITORIAL: AGENCY shall pay for sewer service. COUNTY shall pay for all gas,electric,water, refuse collection,janitorial services,and telephone, data and facsimile lines provided to the Premises. A.9. INTERIOR FACILITY COMMON AREA: COUNTY shall pay to AGENCY as Additional Rent an amount equal to COUNTY's proportionate share of the Interior Facility Common Area Expenses described in this Paragraph incurred by AGENCY. The COUNTY's proportionate share is based on the area of the Premises occupied by COUNTY divided by total area of the Facility calculated as follows: County Premises 8,909 sq.ft. = .356 rounded off to 36% Total Facility 25,000 sq.ft. Interior Facility Common Area.Expenses include the costs for maintenance and repair of the common interior entrance foyer,common interior hallways and common public restrooms. Said interior common area totals 2,024 sq.ft. A. Additional Rent Payments. The obligation of the COUNTY to pay as additional rent for Interior Facility Common Area Expenses shall not commence until COUNTY has accepted the Premises. If COUNTY acceptance of the Premises occurs after the first day of the month, additional rent payment for Interior Facility Common Area Expense shall be prorated as of the fast workday after acceptance of the Premises by COUNTY. Subject to the foregoing, COUNTY shall pay to AGENCY TWO HUNDRED AND NO/100 Dollars ($200.00) as additional monthly rent per month for Interior Facility Common Area Expenses. Within sixty (60) days after the end of each Discal year (July I-June 30), AGENCY shall provide COUNTY with a written statement itemizing in detail the Interior Facility Common Area Expenses actually expended for the preceding fiscal year. If COUNTY paid more than COUNTY's Proportionate share of the Interior Facility Common Area Expenses actually incurred,thea AGENCY shall promptly pay COUNTY the excess amount. If COUNTY paid less than COUNTY's proportionate share, COUNTY shall promptly pay AGENCY the amount of the deficiency. After the end of each fiscal year, AGENCY may, in its sole discretion, 3 reasonably adjust the amount of C()UNTY's monthly payment of Additional Rent based on the actual expenses of the prior fiscal year. B. Audit of Interior Facility Common Area Expenses. Within one (1) year after receipt of any Interior Facility Common Area Expense statement, COUNTY may at its own expense,and upon notice to AGENCY conduct an audit of AGENCY's records to determine the accuracy of such statement. C. Common Area Insurance. During the entire terra of this Agreement, or any extension thereof, AGENCY shall maintain comprehensive liability insurance including public liability and coverage against claims for bodily injury, personal injury, death and property damage occurring in, on or about the Interior Facility Common Area, naming the COUNTY as additional insured. Insurance coverage shall be adequate to protect both AGENCY and COUNTY from liability under Paragraph B.3. INSURANCE and adequate property damage insurance with endorsements for all perils,covering the Interior Facility Common Area. Such insurance may be provided through a self-insurance program. A.10. MAINTENANCE ANIS REPAIRS A. AGENCY shall keep the roof and exterior of the Premises in good order and condition and shall maintain the structural integrity of the Premises. AGENCY shall beep in good repair,the exterior doors and their fixtures and all logs and ley systems when due to normal wear and tear. B. COUNTY shall maintain the interior of the Premises in good order, condition, and repair. C. AGENCY shall beep and maintain the electrical, lighting, water, and plumbing systems in good order, condition, and repair. D. AGENCY shall maintain and repair the heating, ventilating, and air- conditioning systems. E. COUNTY shall not suffer any waste on or to the Premises, or the Interior° Facility Common Area. F. Upon to commencement of this Agreement, AGENCY and COUNTY representatives shall survey the Premises and record in writing any code 4 violations,defects, safety hazards or deferred maintenance items which are detected. AGENCY shall be responsible for the correction of any code violations and/or safety hazards. COUNTY shall not be responsible for performing any corrective or repair work rated in the survey. A. 11. NOTICES: All notices given hereunder shall be in writing and shall be deemed to have been given if personally delivered or deposited in the United States mail, postage prepaid,certified or registered,return receipt requested,and addressed to the other party as follows or as otherwise designated by written notice hereunder from time to time: TO COUNTY: TO AGENCY: County Librarian Executive Director Contra Costa County Library City of San Pablo Redevelopment 1750 Oak Park Blvd. Agency Pleasant Bill, CA 94523 13831 San Pablo Avenue, Bldg. 1 San Pablo, CA 94806 Contra Costa County General Services Department Lease Management Division 1220 Morello Avenue, Suite 100 Martinez, CA 94553 A,12m ATTACHMENTS: Section B, Standard Provisions, and Section C, Special Provisions, are attached to this Agreement and are made a part hereof. A.13. WRITTEN AGREEMENT: This Agreement constitutes the entire understanding between the Parties. n=either party has relied on any promise or representation not contained in this Agreement. All previous conversations, negotiations, and understandings are of no further force or effect. This Agreement 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 Agreement,nor shall they be considered in construing the intent of this Agreement. d A>14a TIME IS OF THE ESSENCE of each and all of the terms and provisions of this Leased Ae15 SIGNATURE BLOCK: COUNTY AGENCY COUNTY OF CONTRA COSTA, a CITY OF SAID PABLO political subdivision of the State of REDEVELOPMENT AGENCY, a public California body, corporate and politic B y B Director of General Services y Name and official capacity APPROVED AS TO P`ORMW RECOMMEND FOR APPROVAL: By By,---- Director, Director, Capital Facilities & Debt Management By Deputy General Service Director By Acting County Librarian Dy Lease Manager APPROVER AS TO FO VICTOR J. WESTMAN,County Counsel By Deputy 6 FACILITY SUBLEASE AND USE AGREEMENT between THE REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO and COUNTY OF CONTRA COSTA For San Pablo Branch Library, San Pablo, CA 1555 International Marketplace, San Pablo SECTION B: STANDARD PROVISIONS BA. HOLDING OVER: Any holding over after the term or extension of this Agreement as provided hereinabove shall be construed to be a tenancy from month to month, subject to the terms of this Agreement so far as applicable. B.2. HOLD HARMLESS: AGENCY agrees to indemnify and hold harmless COUNTY,its officers,agents, employees and contractors from any and all claims, costs, and liability for any damage or injury to or death of any person or the property of any person arising out of the negligent or wrongful acts or willful misconduct of AGENCY, its officers, agents,employees and contractors in, on or about the Premises during the term of this Agreement or any extension thereof. COUNTY hereby agrees to defend,indemnify and hold harmless AGENCY and the City of San Pablo and their respective officers, agents, employees and contractors from any and all claims,costs and liability,for any damage or injury to or death of any person or the property of any person, arising out of the negligent or wrongful acts or willful misconduct of COUNTY, its officers, agents and employees on or about the Premises during the term of this Agreement or any extension thereoL COUNTY shall not be liable in the case of any structural, mechanical or other failure of equipment or building owned (or leased) and maintained by AGENCY. AGENCY agrees that all contractors retained by AGENCY to perform any work of maintenance and repair required of AGENCY pursuant to the terms hereof shall maintain adequate public liability insurance. COUNTY shall be named as additional insured on said policies. The obligations under this section arising by reason of any occurrence taking place during the term or extension of the Agreement shall survive any termination of this Agreement. B.3. INSURANCE: During the entire term of this Agreement, or any extension thereof,both AGENCY and COUNTY shall maintain comprehensive liability insurance including public liability and coverage against claims for bodily injury, personal injury, death and property damage occurring in, on or about the Premises, naming the other party as additional insured, adequate to protect both AGENCY and COUNTY from liability under Paragraph B.2. above. Such insurance may be provided through a self- insurance program. Waiver of Subrogation: Except as provided for elsewhere in this Agreement, AGENCY and COUNTY hereby mutually waive any and all rights of recovery from each other based on damage to the Premises or property of either party caused by acts of God, perils of fire, lightning, and the extended coverage perils as defined in insurance policies and forms approved for use in the State of California. Each party shall obtain any special endorsements, if required by their insurer, to evidence compliance with the aforementioned waiver. B.4. ALTERATIONS, IMPROVEMENTS, FIXTURES, AND SIGNS: COUNTY shall obtain prior written approval of AGENCY for any alteration, addition or improvement,including fixtures and signs,in or on the Facility and/or Premises. Such permission shall not be unreasonably withheld. COUNTY shall also obtain all necessary permits and comply with all applicable governmental laws, regulations, ordinances and codes for all work undertaken. COUNTY shall obtain prior written approval of AGENCY for attachment of fixtures and signs in or on Premises. Installation of fixtures and signs shall be at the COUNTY's sole cost and expense. Upon removal of said signs or fixtures,COUNTY shall restore the Premises to their original condition, reasonable wear and tear excepted. B.5. DESTRUCTION: A. In the event of damage from any cause resulting in the partial destruction of the Premises during the term or any extension of this Agreement, AGENCY shall repair said damage within sixty (60) days from date of the damage, and such partial destruction shall not void this Agreement. B. If such repairs cannot be made within sixty (60) days from the date of the damage, AGENCY may, at its option, make repairs within a reasonable 8 time. In the event AGENCY does not elect to make such repairs [which cannot be made in sixty(60)days], or if such repairs cannot be made under applicable laws and regulations, this Agreement may be terminated at the option of either party. C. The total destruction of the Premises shall terminate this Agreement. B.6. DEFAULTS: Any of the following occurrences shall constitute an Event of Default under this Agreement: A. Event of Default by COUNTY: COUNTY's failure to comply with any material term or provision of this Agreement, when such failure continues thirty (30) days after AGENCY sends COUNTY written notice of failure specifying in reasonably sufficient detail the nature of said breach. If the default cannot be cured within thirty(30) days,COUNTY's failure to comply with the term or provision shall still constitute a default under this Agreement unless COUNTY has attempted to cure the default within said thirty (30) day period and has diligently and continuously attempted to complete the cure as soon as reasonably possible. On the occurrence of an Event of Default by COUNTY, AGENCY may re- enter and repossess the Premises and remove all persons and property therefrom after giving COUNTY written notice of such Default and in accordance with due process of law. B. Event of Default by AGENCY: AGENCY's failure to comply with any material term or provision of this Agreement shall constitute a default by AGENCY when the failure continues for thirty (30) days after COUNTY sends AGENCY written notice of the failure. If the default cannot be cured within thirty(30) days,AGENCY's failure to perform shall still constitute a default under this Agreement unless AGENCY has attempted to cure the default within said thirty(30)day period and has diligently and continuously attempted to complete the cure as soon as reasonably possible. On the occurrence of an Event of Default by AGENCY and expiration of all applicable cure periods, COUNTY may terminate this Agreement and quit the Premises without further cost or obligation,or may proceed to perform, or have performed, the required work itself and invoice AGENCY for the 9 cost of this work, which invoice AGENCY shall pay promptly upon receipt. B.7. SURRENDER OF PREMISES: On the last day of said term, or sooner termination of this Agreement, COUNTY will peaceably and quietly leave and surrender to AGENCY the Premises with their appurtenances and fixtures (except signs and fixtures referred to hereinabove) in good order, condition, and repair, excepting 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. COUNTY shall not be liable for painting the interior of the Premises upon termination of this Agreement. B.8. 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. B.9. SEVERABILITY: In the event that any provision herein is held to be invalid by any court of competent jurisdiction, the invalidity of any such provision shall not materially prejudice either the AGENCY or COUNTY in its respective rights and obligations contained in the valid provisions of this Agreement. 10 FACILITY SUBLEASE ANIS USE AGREEMENT between THE REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO And COUNTY OF CONTRA COSTA For San Pablo Branch Library, San Pablo, CA 1.555 International Marketplace, San Pablo SECTION C: SPECIAL PROVISIONS C.I. BRANCH LIBRARY OPERATIONS Both the AGENCY and COUNTY agree that the C OUNTYS annual cast for operation of a branch library and the interior facility common area "Annual Facility Operating Costs" for the Premises shall be limited to the annual operating expenses "Annual Facility Operating Limit" incurred by COUNTY at the previous branch library located at 2101 Market Avenue, Sara Pablo, CA. Both parties agree that for first year of the lease terra September 1, 1999 — August 31,2000,the County Annual Facility Operating Limit shall be THIRTY ONE THOUSAND AND NO/100 DOLLARS($31,000.00). The Annual Facility Operating Costs for the first year shall be pro-rated to reflect actual number of months of library operation. At the end of each fiscal year (Jany 1-June 30), the Annual Facility Operating .Limit shall be adjusted for the next lease term year (September 1— August 31) in accordance with the Consumer Price Index (.All Urban Consumers) for the San Francisco-Oakland Consolidated Standard Metropolitan Area,as published by the United States Department of Labor, Bureau of Labor Statistics. During the terra of the lease and any extension, the COUNTY shall actively monitor the Facility Operating Costs. If the COUNTY projects that the Annual Facility Operating Costs will exceed the Annual Facility Operating Limit, the COUNTY shall promptly notify the AGENCY of this. Both COUNTY and AGENCY shall meet to determine solutions for expenditure reductions for the current lease year and subsequent lease terra years as adjusted by the Consumer Price Index as described above herein. As an alternative the COUNTY may elect 11 to reduce library services, including hours of operation, staffing level or levels of library material at the San Pablo Branch Library, reductions commensurate to meet the projected Annual Facility Operating Costs deficit. A. COUNTY RESPONSIBILITIES: COUNTY shall provide the following solely at COUNTY expense: 1. COUNTY personnel, services, books, supplies and materials to operate the San Pablo Branch Library. 2. COUNTY telephone, data, and facsimile lines, including payment for their installation (telephone and facsimile only), maintenance, and ongoing charges. 3. Full reimbursement to the AGENCY for approved,actual costs for maintenance, modification, or repair work in or on Premises as a result of the branch library operations. The cost and extent of such work shall by approved by the COUNTY before it is performed. Such work will be performed by either the AGENCY, or by a licensed,insured contractor hired by the AGENCY and approved by the COUNTY, or by the COUNTY. 4. Relocation of library materials, equipment and supplies from previous public library located at 2101 Market Ave., in San Pablo to the Premises. 5. Gas, electric,water, refuse collection and janitorial services to the Premises. 6. Installation and maintenance of all data line cabling required for the branch library, including payment for their installation, maintenance and ongoing charges. B. AGENCY RESPONSIBILITIES: AGENCY shall provide the following solely at AGENCY expense: 1. All sewer services. C.2. ASSIGNMENT OR SUBLEASE: COUNTY shall not have the right to assign this Agreement or sublease the Premises or any part thereof at any time during the term of this Lease, without the written consent of AGENCY which shall not be unreasonably withheld. 12 G.3. PROPERTY TAXES: AGENCY shad pay for all the City and/or County taxes levied against the Premises. EXHIBITS SUBLEASE EXHIBIT A: MASTER LEASE SUBLEASE EXHIBIT B: FACILITY SUBLEASE EXHIBIT G: PREMISES 13 SUBLEASE EXHIBIT A► STETS LEASE LEASE AGREEMENT . AND .OPTION TO PURCHASE by and between EL POR'T'AL,LLC and REDEVELOPMENT AGENCY OF THE CITY OF SAN PABLO SPP/ Purchaseoption 3/39/98 _ s � Z 4 TABLE OF CONTENTS ARTICLE1. LEASED PREMISES.............................................................................................2 A. [§101] Agreement to Lease.................................................................................2 B. [§102] Shopping Center and Leased Premises...............................................2 C. [§103] Right to Approve Other Tenants of C/R, Building...........................3 ARTICLE2. TERM OF LEASE..................................................................................................3 A. [§201] Commencement Tate and Term..........................................................3 B. [§202] Delivery of Possession............................................................................3 C. [§203] Lease Team Extensions...........................................................................4 1. [§204] Options to Extend Lease 'Team..................................................4 2. [§205] Exercise of Option to Extend Team...........................................4 3. [§2.06] Fixed Rent Turing Option Terms............................................4 ARTICLE 3. RENT AND OTHER CHARGES.......................................................................5 A. [§301] Rent:............................................................................................................5 B. [§302] Utility Services and Charges..................................................................5 C. [§303] Taxes...........................................................................................................6 ARTICLE 4. USE OF LEASED PREMISES..............................................................................6 A. [§401] Use...............................................................................................................6 B. [ 402] Condition of Leased Premises...............................................................6 C. [;403] Prohibited Actions...................................................................................7 T. [§404] Assignment and Subleasing..................................................................7 SPB/'Lease&Purcha tion i 3/19198 ARTICLE 9. SUBORDINATION, A'I`I'OIiNMENT AND ESTOPPEL CERTIFICATES...................................................................................................1s A. [§901] Subordination.........................................................................................15 B. [§902] Attornment.............................................................................................16 C. [§903] Estoppel Certificates...............................................................................16 ARTICLE 1€3. CONDEMNATION..........................................................................................16 A. [§1001] Definition............................................................................................16 B. [§1002] Total Condemnation.........................................................................17 C. [§1003] Partial Condemnation......................................................................17 D. [§1004] Parking Area........................................................................................17 E. [§1005] Termination Date..............................................................................13 E. [§1005] Repair and Restoration.....................................................................18 G. [§1007] hent Adjustment...............................................................................18 H. [§1008] Condemnation Award......................................................................13 ARTICLE 11. SURRENDER OF POSSESSION....................................................................18 A. [§1101] Surrender.............................................................................................13 B. [§1102] Holding Over......................................................................................19 ARTICLE 12. QUIET ENJOYMENT.......................................................................................19 A. [§1201] Muret Enjoyment................................................................................19 ARTICLE 13. DEFAULT AND REMEDIES..........................................................................19 A. [§1301] Default by Tenant...............................................................................19 E. [§1302] Default by Landlord...........................................................................21 SPB/Lease&Purchase£ption iii 3/19/98 LEASE AGREEMENT AND OPTION TO PURCHASE THIS LEASE AGREEMENT ANDD ON TO PURCHASE (herein ""Lease") is entered into this Zf day of , 1995, by and between EL PORTAL, LLC, a California limited liability company (herein "Landlord") and the REDEVELOPMENT AGENCY OF THE CITY CSP SAN PABLO, a public body, corporate and politic (herein "Tenant"). ecital A. In implementation of . the Redevelopment flans for the Tenth Township and. Legacy Redevelopment Projects, Landlord and Tenant entered into a Disposition and Development Agreement, dated February 11, 1995 (herein "DDA"), pursuant to which Landlord (as ""Developer" rider the DDA) agreed to acquire, rehabilitate and redevelop certain real property (referred to as the "Site" in the DDA and in this Lease) as a retail shopping center to be called "San Pablo International Marketplace." The Site is comprised of three parcels referred to in the DDA and in this Lease as "Parcel A," "Parcel B," and "Parcel C," as more particularly shown on the Map of the Site attached hereto as Exhibit A and as more particularly described in the Legal Description of the Site attached hereto as Exhibit B. The Landlord's work of rehabilitation and redevelopment of the Site as set forth in the DDA will occur in three phases: (1) Phase One: Parcel A; (2) Phase Two: , Parcel C; and (3) Phase Three: Parcel B. B. As of the date of execution of this Lease, Landlord is in the process of acquiring fee title to the Site, but has not completed such acquisition. Pursuant to the DDA, Landlord is required to complete acquisition of Parcel A and Parcel C no later than April 1 , 1935, and to redevelop those parcels (Phases One and Two) concurrently, Parcel B is to be acquired and redeveloped subsequently as Phase Three. tinder certain circumstances set forth in the DDA, the DDA may be terminated as it applies to Parcel B only. In such event, the terms "Site" and "San Pablo International Marketplace,," as used in the DDA and in this Lease, shall thereafter mean and refer only to Parcel A and Parcel C. C. In order to further assist the rehabilitation and redevelopment of the Site, and to promote and encourage further redevelopment and reinvestment in the Tenth Township and Legacy Redevelopment Project Areas, Tenant desires to lease approximately 25,000 square feet of space in one of the buildings on Parcel A of the Site. Parcel A is separately shown on the Map of the Site (Exhibit A) and is separately described in the Legal Description of the Site (Exhibit B). The building which is the subject of this Lease is identified within Parcel A on the Map of the Site, and is referred to herein as the "Community/Retail Building" or "C/R Building." The C/R Building contains approximately 36,500 square feet of gross fluor area. The SPB/Lease&PurchaseOption 3/19/98 • s C. [§103] Right to Approve Other Tenants of /IZ building Landlord covenants and agrees that during the term of this Lease, including any Option Terra (described in Section 2014 hereof), Tenant shall have the right to approve all proposed tenants and uses of the remaining space within the C/R wilding not leased by Tenant hereunder (such space will include approximately 11,500 square feet of floor area occupying the front portion of the C/P. Building on both sides of the entrance to the Leased Premises). Tenant's approval of proposed tenants and uses for such remaining space shall not be unreasonably withheld, provided, however, that Landlord acknowledges that Tenant's use of the Leased Premises will be to provide community service facilities, such as a library and child care center, and that Tenant desires the uses on either side of the entrance to the Leased Premises to be complementary with Tenant's use of the Leased Premises. The foregoing covenants shall be binding on Landlord and on each successive owner, if any, during his or her ownership of the C/R building, and on each person having or acquiring an interest in the C/R building derived through any owner thereof, for the benefit of the Leased Premises. ARTICLE 2. TERM OF LEASE A. [§201] � nencement mate and Term The term of this Lease shall be for a period of ten (10) years (herein ''initial Term"), commencing on the date (herein "Commencement Date") Tenant accepts possession of the Leased Premises or an individual portion thereof as set forth in Section 202 hereof. bellowing determination of the Commencement Date and expiration date of the term of this Lease, Landlord and Tenant shall each execute a written statement confirming those dates. B. [§202] Deliver' of Posy ion Landlord shall complete the improvements to the -C/R building and the Leased Premises as set forth in Section 601 hereof. Landlord may deliver possession of individual portions of the Leased Premises (as such individual portions are described in Exhibit D) to Tenant as the improvements for such individual portions are completed and for which certificates of occupancy have been issued by the City building Department; provided, however, that Fixed lent and any other payment or charge hereunder required of Tenant shall be payable only with respect to such individual portion or portions actually possessed by Tenant; and, in any event, Landlord shall deliver the entire Leased Premises to Tenant no later than four (4) months following approval by Tenant of the Final Plans for the Tenant Improvements as set forth in Section 602 hereof. Possession of the Leased Premises shall be delivered to Tenant free and clear of any rights of possession of any other person or entity. Tenant shall have no obligation to accept possession of the Leased Premises or any individual portion thereof until the improvements to SPB/Lease&PurchaseOption 3 3/19/98 s' 9 beginning of the preceding twelve (12) month period, but in no event more than three percent (3%). The CPI shall mean the Consumer Price Index for Urban Wage Earners and. Clerical Workers, U. S. City Average (1982-84=100), All Items. If the CPI does not exist in the same format as described herein or ceases to exist in its entirety, Landlord shall substitute any official index published by the Bureau of Labor Statistics, or successor or similar governmental agency, as may then be in existence and be most nearly equivalent thereto. ARTICLE 3. RENT AND OTHER CHARGES A. [§301] n Beginning on the Commencement late and continuing throughout the term of this Lease, 'Tenant shall pay an annual fixed rent (herein "Piked Rent") to Landlord of NINE DOLLARS ($9.00) per square foot of the actual gross floor area of the Leased. Premises (annual fixed rent for 25,000 square feet of gross floor area would be $225,000; actual gross floor area for the Leased Premises shall be determined pursuant to Section 102 hereof). Tenant shall pay the Fixed Rent in equal monthly installments on the first day of each month. Each monthly installment of Fixed Rent shall be paid in advance, without prior demand by Landlord, and without any deduction or setoff. If the Commencement Late falls on a day other than the first day of the month, the first and last monthly installments of Fixed Rent shall be adjusted for those months only on a per diem basis calculated on a 30-day month. If the Fixed Pent payable under this Lease is abated for any portion of any month pursuant to the terms of this Lease, the amount of the monthly installment of Fixed. Rent for that month shall also be adjusted on a per diem basis calculated on a 30-day month. .All rent payable under this Lease shall be paid to Landlord at the address set forth in this Lease for the giving of notices to Landlord (as may be changed by written notice from time to time)._ B. [§3021 Uti ity-Sp. * s and Charges Tenant shall pay for all water, gas, power and electric current and all other utilities used by 'Tenant on the Leased Premises from and after the Commencement Date. If any such charges are not paid when due, 'Landlord may pay the same, and any amount so paid. by Landlord shall be due to Landlord from Tenant as additional rent upon demand. Landlord shall have the option of requiring 'Tenant to install its own meters, at its expense. In the event that any utilities are furnished by Landlord, then in that event the rates charged "Tenant shall not exceed those of the local public utility company as if its services were furnished directly to "Tenant, and shall not be less than its pro rata share of any jointly metered service based upon the square footage of the C/R Building. Landlord shall not be liable for damages or otherwise for any failure or interruption of any utility service being furnished the Leased Premises, and no such failure or interruptions shall SPP/Lease&PurchaseOption 5 3/19/98 C. [§4013] Prohibited Actions Tenant shall not do any of the following on the Leased Premises: (1) Permit or commit any waste; (2) Conduct or permit any type of unlawful conduct on the Leased Premises; or (3) Store or use any hazardous substances or materials on the Leased Premises. D. ] Assignmcnt and Subleasing Tenant shall have the right to sublease or assign all or any part of Tenant's interest in this Lease and the Leased Premises without Landlord's approval, provided, however, that any such sublease or assignment shall be in writing and shall provide the following: (1) that such sublease or assignment is subject and subordinate to this Lease; and (2) that the termination by Landlord of this Lease will, at Landlord's sale option, terminate the sublease or assignment. ARTICLES. COMMON AREA A. [§501] Description QfLArra "Common Area" means and includes all areas, facilities, space, equipment, and signs made available by Landlord at any time for the common and joint use and benefit of Landlord., Tenant, and other tenants and occupants of the Shopping Center, including their respective employees, agents, customers, and invitees. "Common .Area" includes parking areas, driveways, access roads, landscaped areas, truck serviceways, loading facilities, pedestrian corridors, stairs, ramps, sidewalks, public restrooms, courtyards, lighting facilities; utility lines, and other areas and improvements provided by Landlord for the general use in common of the tenants sof the Shopping Center. B. [§5021 lrnant`s Bight o Ue_Com.mon .Area For the term of this Lease, including any Option Tenn, Landlord grants Tenant and its employees, agents, customers, licensees and invitees, the nonexclusive right, in common with Landlord and all others to whom Landlord has or may grant the right, to use the Common .Area. All rules and regulations made by Landlord for the use of the Common Area shall be applicable to Tenant and Tenant"s employees, agents, customers, licensees and invitees only to the extent Tenant has agreed, in writing, to be bound by such rules and regulations. sPs/Lease&PurdhaseOption 7 3/19/98 such terms and conditions and for such period or term as Landlord shall deer proper, and if Landlord does so, the substitute operator rather than the Landlord shall be entitled to receive the management fee provided. above. .ARTICLE 6. CONSTRUCTION.AND REPAIRS A. [§6011 Improvements to CZR Building and based Premises by Landlard 1. [§602] Preliminary and Final Plans Landlord shall complete the rehabilitation and redevelopment of the Shopping Center, including the C"/R Building, in accordance with. the ICDA. Landlord shall also design and install or construct, or cause to be designed and installed or constructed., all of the improvements to the Leased Premises required by Tenant (herein "Tenant Improvements"). The Tenant Improvements are preliminarily identified on the list attached hereto as Exhibit D. Within twenty (20) days after execution of this Lease by 'Tenant, Tenant shall submit a final list of Tenant Improvements to Landlord. The final list of Tenant Improvements shall be attached to,and made a part of Exhibit D. Landlord shall cause preliminary plans and specifications and preliminary cost estimates for the Tenant Improvements to be prepared and delivered. to Tenant within thirty (30) clays after receipt by Landlord of the Tenant's final list of Tenant Improvements. 'Tenant shall approve or disapprove the preliminary plans and specifications and preliminary cost estimates within thirty (30) days of receipt thereof by Tenant. Upon approval of the preliminary plans and specifications, Tenant and Landlord shall each sign them., and they shall, as of the date of signing, be deemed incorporated herein and made a material part of this Lease. Within fifteen (1 ) days of the date of signing the preliminary plans and specifications, Landlord shall cause final plans and specifications (including working drawings) and final cost estimates (herein "'Final Plans"') for the Tenant Improvements to be prepared and delivered to Tenant. The Final Plans shall be based on the preliminary plans and specifications and preliminary cost estimates previously approved by Tenant and Landlord. The Final Plans shall be approved or disapproved by Tenant within seven (7) days after receipt thereof, and., if approved, shall be attached hereto as Exhibit E. Landlord shall be responsible for obtaining approval for the Final flans from all necessary ,government agencies other than Tenant. If any revisions or corrections of the Final Plans shall be required by any government official, agency, department or bureau having jurisdiction, the parties agree to spB/Lease&Puxchaseoption 9 3/19/98 r B. ] maintenance, Repairs and alterations Tenant shall, during the term of this Lease, keep the Leased Premises, including all Tenant Improvements, in good order, condition and repair, including the interior surface of exterior walls; all windows, doors, door frames, and door closures; all plate glass; all carpeting and other floor coverings; all heating and air conditioning equipment; and all plumbing and sprinkler systems, if any, installed therein; and shall, as necessary, or when required by governxnnental authority, make modifications or replacements thereof. Landlord shall have no obligation to repair or maintain the Leased premises or Tenant Improvements except as in this Lease provided, Tenant hereby waives the right to make repairs at the Landlord's expense under the provisions of any laws permitting repairs by a tenant at the expense of the Landlord (including section 1942 of the Civil Code of the State of California) to the extent allowed by law, in that Landlord and Tenant have by this Lease made specific provision for such repairs and have defined their respective obligations relating thereto. Tenant expressly agrees that the use of roof areas shall be limited to ingress for maintenance purposes only, and that said roof areas shall not be used for storage or for any other use. If Tenant refuses or neglects to make repairs and/or maintain the Leased. Premises, or any part thereof, in a manner reasonably satisfactory to Landlord, Landlord shall have the right, but shall not be obligated, to mare such repairs or perform such maintenance on behalf of and for the account of Tenant. In such event, such work shall be paid for by Tenant as additional rent promptly upon demand. In the event of emergency repairs, Tenant hereby grants to Landlord the right to enter upon the Leased premises at any time. Landlord shall keep in good order, condition and repair the foundations, exterior walls (excluding the interior of all walls and the exterior and interior of all windows, doors and plateglass) and roof (excluding the interior ceiling) of the C/p building, except for any damage thereto caused by any act, negligence or omission of Tenant and except for reasonable wear and tear. Landlord shall have no obligation to start repairs until a reasonable time after the receipt by Landlord of written notice of the need for repairs. Landlord shall have the right, but shall not be obligated, to contract with a service company for the maintenance of the heating and air conditioning equipment for the Leased Premises, on behalf of and for the account of Tenant. Tenant shall reimburse Landlord for Tenant's pro rata share of the cost which Landlord incurs in performing its repairs and maintenance as aforesaid, with respect to the C/R Buildings Said pro rata share shall be equal to the ratio which the gross floor area of the Leased Premises bears to the total gross floor area of all areas leased to or held for lease by tenants in the Shopping Center. Tenant shall pay its pro rata share of such costs and expenses to Landlord within ten (10) days after receipt of an invoice for the cost from Landlord, provided, however, if Landlord reasonably anticipates incurring such costs during any calendar year during the terra of this Lease, Landlord may submit monthly billings to Tenant of the amount which Landlord estimates to be Tenant's pro rata share of same. In such SPP/Lea &PurchaseOption 11 3/19/98 b' 9 commence or complete construction within the time periods described in this Section 701, Tenant shall have the right to terminate this Lease upon written notice to Landlord. B. [6702.] Ahat?.mrat of K t If the Leased premises are damaged or destroyed or rendered partially untenantable by fire or ether casualty, thea daring the period beginning on the date of the casualty and ending on the date Landlord completes repairs, restoration, or rebuilding, the Fixed Rent payable under this Lease shall abate in such proportion as the part of said Leased Premises thus damaged or destroyed or rendered untenantable bears to the total Leased Premises. ARTICLE 8. INSURANCE A. [6801] Insurance bY LandlQrd During the entire term of this Lease, including any Option Term, Landlord shall carry public liability insurance on the Shopping Center, including coverage for any accident resulting in personal injury, bodily injury or death of any person and consequential damages arising therefrom, including comprehensive property damage insurance, in an amount of not less than. $1,000,000 combined single limit coverage with respect to personal or beadily injury or death to any one or more persons and with respect to property damage. Landlord shall also procure and maintain during the entire teras of this Lease, including any Option Term, fire and extended coverage insurance on the Shopping Center; said insurance as applicable to the C/R. Building shall be in an amount equal to not less than the full replacement value of the C/R Building. Tenant shall reimburse Landlord for its pro rata share of the premium paid by Landlord for insurance required under this Section 801,-to the extent said insurance is applicable to the Common Area, within ten (10) days after delivery to 'tenant of an itemized statement therefor. Reimbursement by Tenant shall be made in the manner provided for payments of Tenant's pro rata share of Common .Area expenses under Article S of this Lease. B. [68021 Insurance by Tenant Tenant shall, at its own cost and expense, procure and maintain during the entire terns of this Lease, the following insurance coverage: (1) Public liability insurance on the Leased Premises, including coverage for any accident resulting in personal injury, bodily injury or death of any person and consequential damages arising therefrom, including comprehensive property damage insurance, in ars amount of not less than $1,000,000 combined SPB/Lease&PurchaseOpti n 13 3/19/98 4 y a 2 Leased Premises, a waiver of any right of subrogation that any such insurer of one party may acquire against the other by virtue of payment of any loss under that insurance. P. [§8051 waiver of Llai= and Lnd Mr1:1ficatign Landlord shall not be liable to Tenant, and Tenant hereby waives all claims against Landlord, for any injury or damage to any person or property on or about the Leased Premises by or from any cause whatsoever, excepting injury or damage to Tenant resulting from the acts or omissions of Landlord or Landlord's agents or employees. Tenant agrees to hold Landlord harmless from and defend Landlord against any and all claims or liability for any injury or damage to any person or property occurring in, on, or about the Leased Premises, excepting any damage or injury caused in part or in whole by the act or omission of any duty by Landlord or Landlord's agents or employees. Landlord agrees to hold Tenant harmless from and. defend Tenant against any and all claims or liability for any injury or damage to any person or property occurring in, on, or about the C/R Building (exclusive of the Leased Premises) and. the Common Area, excepting any damage or injury caused in part or in whole by the negligence of Tenant or Tenant's agents or employees. ARTICLE 9. SUBORDINATION,AT"I ORNMENT AND ESTOPPEL CERTIFICATES A. j§9011 Subordination This Lease and all of Tenant's rights in the Leased Premises shall be subject and subordinate to any mortgage, deed of trust, ground lease, or other instrument of encumbrance (collectively "security instrument") that Landlord places or allows to be placed against any part of Marcel A, or any or all of the buildings currently or in the future located on Parcel A, after execution of this Lease by Tenant; provided, however, that the holder of any security instrument (herein "Fender") shall agree in writing (herein "Nondisturbance Agreement") that in the event of a default under the security instrument, Lender shall not terminate this Lease and shall not disturb Tenant's rights under this Lease, provided Tenant is not then in default under this Lease and continues thereafter to fully perform all of its obligations under this Lease. The parties expressly acknowledge that Landlord will be obtaining financing from Lehman brothers for the acquisition and development of the Shopping Center. Landlord shall require Lehman Brothers to enter into a Nondisturbance Agreement with Tenant satisfying this Section 901. In the event that Lehman Brothers fails or refuses to enter into a Nondisturbance Agreement with Tenant concurrently with making its loan to Landlord, Tenant shall have the right to terminate this Lease upon written notice to Landlord. SPB/Lease&P rhaseOption 15 3/19/98 s ti B. [§1002] Total Condemnation If there is a taking of all of the Leased Premises, this Lease shall terminate as of the date of such taking. C. [§1003] Partial-Condemnation If twenty-five percent (25%) or more of the ground floor area of the Leased Premises or of the C/R wilding shall be taken, either party shall be entitled to terminate this Lease, or if twenty-five percent (25%) or more of the ground floor area of all buildings in the Shopping Center shall be taken whether the Leased Premises are taken or not, Landlord shall be entitled to elect to terminate this Lease; provided, however, that if no portion of the C/R Building is taken, the provisions of this Lease granting the Tenant an option to purchase the C/R wilding shall survive any such termination of this Lease for the period of time remaining on the then-current term of this Lease had it not been terminated. The terminating party shall, give the other party written notice of such election not later than thirty (30) days after the date Landlord delivers notice to Tenant that possession or title to the portion of the premises taken has vested in the condemnor. If neither party gives such notice or less than twenty-five percent (25%) of the ground floor area of either the Leased Premises, the C/R Building or the buildings in the Shopping Center shall be taken, this Lease shall remain in full force and effect and Fixed Rent shall be adjusted as provided. in Section 1007 hereof. D. [§1004] F-arking Area If twenty-five percent (25%) or more of the parking area within a radius of two hundred (200) feet from the main entrance to the Leased. Premises shall be taken, either party shall be entitled to elect to cancel and terminate this Lease and shall give the other party written notice of such election not later than thirty (30) days after the date Landlord delivers notice to Tenant that possession or title to said portion of the parking area has vested in the condemnor provided, however, that if no portion of the C/R Building is taken, the provisions of this Lease granting the Tenant an option to purchase the C/R Building shall survive any such termination of this Lease for the period of time remaining on the then-current term of this Lease had it not been terminated.. If neither party gives notice or more than seventy-five percent (75%) of said of the parking area will be available after such taking, this Lease shall remain in full force and effect. In no event shall 'Tenant have the right to terminate this Lease if Landlord provides additional parking area which, when combined with the remaining parking area provides a parking area which is at least seventy-five percent (75%) as large as said portion of the parking area before the taking. SPB/Lease&& rchaseop€ion 17 3/19/98 E. [§1102] Holding Oyer If Tenant holds the Leased premises after the expiration of the term of this Lease, including any Option Terra, with the consent of Landlord, express or implied., such holding over shall, in the absence of a written agreement on the subject, be deemed to have created a tenancy from month to month, terminable at the end of any calendar month on written notice by either party to the other given at least thirty (30) days in advance of such termination date, at a minimum rental equal to one-twelfth (1112th) of the Fixed dent paid by Tenant to Landlord during the immediately preceding twelve (12) month period, and otherwise subject to all terms of this Lease, including the payment of all other chanes payable by Tenant hereunder. If Tenant fails to surrender the Leased premises upon the termination of this Lease, Tenant shall indemnify and holm harmless Landlord from loss or liability resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant arming out of such failure. ARTICLE 12. QUIET ENJOYMENT A. [§1201] QUigtEnjoyMen Subject to the provisions of this Lease, and conditioned upon performance of all of the provisions to be performed by Tenant hereunder, Landlord shall secure to Tenant during the term of this Lease, including any Option Term., the quiet and peaceful possession of the Leased premises and all rights and privileges pertaining thereto. AR'T'ICLE 13. DEFAULT AND REMEDIES A. [§1301] Dg& by Tenant (1) The occurrence of any of the following constitutes a default and breach of this Lease by Tenant: (a) Any failure by Tenant to pay the rent or to make any other payment required to be made by Tenant under this Lease, when the failure continues for thirty (30) or more days after written notice froze Landlord to Tenant; or (b) Any failure by Tenant to perform or observe any other of the terms, provisions, conditions and covenants of this Lease for more than thirty (30) days after receipt of written notice of such failure from Landlord; provided, however, that if the nature of the default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if SPB/Lease&PurchaseOption 19 3/19/98 (7) Nothing contained in this Lease shall limit Landlord to the remedies set forth in this Section 1301 and upon Tenant's default Landlord shall be entitled to exercise any right or remedy then provided by law. B. [§1302] Dpfaillt by LandlQrd If the Landlord is in default under the DDA, such default shall be a default of the Landlord under this Lease. In the event Landlord shall fail to perform or observe any of the covenants or provisions contained in this Lease on the part of the Landlord to be performed or observed within thirty (30) days after written notice from Tenant to Landlord specifying the particulars of such default or breach of performance, or if more than thirty (30) days shall be reasonably required because of the nature of the default, if Landlord shall fail to proceed diligently to cure such default after such notice, then in that event Landlord shall be responsible to Tenant for any and all actual damages sustained by Tenant as a result of Landlord's default, and, in addition, Tenant shall be entitled to terminate this Lease upon giving Landlord not less than thirty (30) days prior written notice of its intention to terminate this Lease. In the event Tenant terminates this Lease pursuant to this Section 1302, Landlord shall also be obligated to reimburse Tenant for the costs of the Tenant Improvements paid for by Tenant. Nothing contained in this Lease shall limit Tenant to the remedies set forth in this Section 1302 and upon Landlord's default Tenant shall be entitled to exercise any right or remedy then provided by law. ARTICLE 14. OPTION TO PURCHASE C/R BUILDING A. [§1401] -Qption to Fur-chase_C/R Building Landlord hereby grants to Tenant an option to purchase the C/R Building (including the land occupied by the C/R Building and all improvements thereon and including rights to the use of the Common Area of the Shopping Center) on the terms and conditions set forth in this Article 14. This option to purchase shall survive the termination of this Lease by the Landlord or Tenant prior to the expiration of the then-current term of this Lease, and shall remain effective for the period of time remaining on the then-current term of this Lease had it not been terminated. B. [§1402] Exercise of Q2-tion Tenant may exercise this option by written notice to Landlord given at any time prior to thirty (30) days before expiration of the term of this Lease, including any Option Term, but not earlier than three (3) years after execution of this Lease by Tenant. SPB/Lease&-PurchaseOption 21 3/19/98 � x . 5 Purchase price shall be the average of the values established by the remaining two appraisals. If both the low appraisal and the high appraisal are disregarded, the Purchase price shall be the value established by the middle appraisal. Each appraiser shall certify that he/she has personally inspected the C/R Building and all properties used as comparisons, that he/she has no past, present or contemplated future interest in the C/R Building or the Shopping Center, or any part thereof, that the compensation to be received by him/her from any source for making the appraisal is solely in accordance with the provisions of this Article 14, that he/she has followed the instructions as set forth in this Section 1403 for valuing the C/R Building,. that neither his/her employment to make the appraisal nor his/her compensation therefor is contingent upon reporting a predetermined value or a value within a predetermined range of values, that he/she has had at least seven ( years full-time professional experience as a commercial real estate appraiser in the County of Centra. Costa., that he/she is a member of the American Institute of Real Estate .Appraisers or the Society of Real Estate Appraisers, or any successors thereto, and that his/her appraisal was prepared in conformity with the standards of professional practice of the Institute or Society or successors thereto. D. 1§1404 ondi$io� c►� „ �a Concurrently with the close of escrow for 'T'enant's purchase of the C/R Building, Landlord agrees to lease-back from 'Tenant the retail shopping center space at the front of the C/R Building (currently estimated to be approximately 11,500 square feet) at the then fair market rent for similar space within the Shopping Center and at a term of not less than twenty (20) years. As a part of such lease-back, Tenant agrees to give Landlord a right of first refusal to purchase the C/R Building should. 'Tenant thereafter decide to sell the C/R Building. B. [§14051 E== The parties shall open an escrow for conveyance of the C/R Building within ten (10) days after Tenant exercises the option to purchase the C/R Building. Landlord and 'Tenant shall execute such escrow instructions as shall be necessary and consistent with this Article 14, Landlord shall pay in escrow the following fees, charges and coasts; 1. Costs necessary to place the title to the C/R Building in the condition for conveyance required by the provisions of this Article 14; . Coe-half of the escrow fee; SPP/Lease&Punha tion 23 3/19/98 e = d prepaid, addressed to Landlord or Tenant, as applicable, at their respective addresses as follows: Landlord: El Portal,LLC 9039 Bolsa Avenue, Suite 312 Westminster, CA 92683 Attention: Manager Tenant. Redevelopment Agency of the City of San Pablo One Alvarado Square Sara Pablo, CA 94806 Attention: Executive Director Either party may change its address for purposes of this Section 1503 by giving written notice of the change to the other party in the manner provided. herein. D. [§1504] Binding ora S _ccessors This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of Landlord and Tenant. E. [§15051 Tine_of Eaaence Time is expressly declared to be of the essence in this Lease. P. [§1506] Entire Lease This Lease, together with the Exhibits described in Section 1507 hereof, constitutes the scale and only agreement between Landlord and Tenant respecting the Leased Premises, the leasing of the Leased Premises to Tenant, or the terra created wader this Lease, and correctly sets forth the obligations of Landlord and Tenant to each other as of its date. Any agreements or representations respecting the Leased Premises or their leasing by Landlord to Tenant not expressly set forth in this Lease are null and void.. This Lease may be modifiers or amended only by an instrument in writing signed by bath Landlord and 'Tenant. G. [§15071 xhib The following exhibits are incorporated by reference in and constitute a part of this Leasee Exhibit A — Map of the Site Exhibit B — Legal Description of the Site Exhibit C — Plot Flan. SPB/Lease&Purrhaseoption 25 3/19/98 0 Z CSA , tCD $. L. Cl cla 1012 i pgLge a Exhibit B LEGAL DESCRIPTION of the SITE ECTAL DESCRIPTION PARCEL A PARCEL A, AS SAID PARCEL IS SHOWN ON THE MAP OF MS 776-66, FILED FEBRUARY 27, 1937, BOCK 126 OF PARCEL MAPS, PAGE 36, CONTRA COSTA COUNTY RECORDS. EXCEPTING THEREFROM: THAT PORTION THEREOF CONVEYED TO'THE CITY OF SAN PASLO, BY DEED RECORDED OCTOBER 16, 1667, BOOK 13963, PACE 213, OFFICIAL RECORDS. PARCEL WD: RIGHTS CONTAINED IN THE RECIPROCAL GRANTOF EASEMENTS" EXECUTED BY AND BETWEEN EL PORTAL SHOPPING CENTER, INC. A CALIFORNIA CORPORATION, SIMON HARDWARE COMPANY,A CALIFORNIA CORPORATION AND MARVIN E.COLLINS GENERAL CONTRACTORS, LTD., A PARTNERSHIP, SUBJECT TO THE TERMS AND CONDITIONS AND PROVISIONS CONTAINED THEREIN, RECORDED SEPTEMBER 14, 1964, BOOK 47031, PACE 462, OFFICIAL RECORDS. Exhibit R Page 1 of 7 c . Y ' � e b e 4 ° {+CDtiTiNi31D! co"MENCIfd AT TNR INICKSLCTION OF TNI NORTC1W LIME Of Tot LAND DtSIGOATtD f;XiiISC>T "A" 1N TNt..3t.EtD TO 11ARYIN t. COLLIttS, C SMERAL COMACTOk, LTD.e A 8AkTAE1t391f, YtECOltDzD JIMI 1 , 1961, TA SOCK 4650, Crp1CIA1. RECORDS, PAGE A66 , VITH TF8 RAITl11t11 LtNR 01 Tett 11040 DESCRISSO IN T9t ' 109ZO TO 1°L 9O6tTAL SHOPTIPS Of.11t1?af1, %NO-* WICO&M SLCC"TCHB&1t 14, 1964, IN BOOK 4741 , fs1'CXAC 1t8OMS, PAGE 47918 eIMCR ALONG $A-%D PORT'11AK" 1,1NIE 1YAS1"t.f T ALOOO T99 ARC or A CuKvS TO Vit LtTTO THE RADIUS POINT OF YRZICA ItARS NOATft 13° 481 33" HAST DtSTANt 682 FELT TRAOUiii1. A CSNTR4L AWOL& Of 1' W It" AN ARD DISTAN'Ot Of 16.13 MT1 JKLNUE SOUTH 10' Oil AIm EAST, 6$,68 ft1T TO 641E ACTC,�AL $DINS fl!' fx[1CitiiiYNtYg RC31i41SiiC THENCB tiOlmi 79' no IV, LAST, 94.60 TtITs TittNCZ 0C 0th 341' 08' 41" WEST, 36.1i• MY TO T09 NORTH LIN& O8 SAID 4WCZL 4670 CA *If; 1'KZKCX ALONG TRI 'LAST VAIK0 *� 1.100 EAf1`9tLY A1.0"O INC ARC of A CORVt TO TOR LirT TNCt RADIUS tOSNT or WR%CR SEARS WORTH A• 021 3AB' t►, l DICT(AT 632 Tt" T'1tt,3 vol A CIt{T'&AL ANGLt DF 10` 45' 12", AN AIC DCtiSUVICS OF 118.00 TEST; 'T""Or. LEAVING SAID NOR'i'i1YRi1 Lj$t 6OUTR C1' 3S' C39 It 1li,9A TMI SOUTH.75' 711 19" VEST, 170.51 FEET AND THLNCL NOLTH 10" 06' Al" VOST, 129.66 7691 TO TRC: POINT OS' 'tM0"t0O. POR°TIO0 01 LOT 192, f1AY OT P ANCUO 9A1t €hSLOb fTLSO HAILCU It 184+4, CONTRA COSTA COUNTY WtCOID9, Ot3C1Z*9D Ai TOLLO911 tO""ti1CINC Oil TNR VOfk`iS LIN% Of COO$TJ ROAD 00, 20' At IT NOW EXISTS, TIVIVALt, 1964) AT TKI SOUTNtAST CORM 07 THS 2 .511$6 ttCRf1 FARM O! LAND 0t$ t%StD AS ARth "C"` SN Tst 0990 TO T%L AOCITPG AVTNOCtZ1Xj of Tits CITY 08' SAO TA ILO, RECOkbgD ATM, 20, 3931, SOD,; 2516. OPYICIAL 1=01LOS, tAOt •101, SAT1i POZAt at S1!r ista11O ALSO s 4G A1C CtXT9110 t SOtrNCDAtT QT THE ?AiMlo OF LA01 'D1{ICIRI5LD LN Vd t VZ9D OF T'RUS'T tXECUTt0 $I ALI VILT LOYtTT COR1 IATIONt MCOROYD APR 1 10, 1961 , IN DOOR 16+42, OfrtnkjI RECORDS, ?Act# 2113 T'0 223, ,T14CLDSI'9t1 TSEOCE 8R0fi SAID MAT !1R 19018$100 ALONG tf $ EAST 'LIVE Of SAID CtACtM, t514 Ok 101 , ALSO %SING Tt1t IXT&9%0& LIVES OT SAP) VA'ft1 U, 3842 Ot 123 to 215, %NCL1283 9, NOf1TK 10 32' W EAST, 10 MT, T, N09` e%LX ALONG THE AILC OV ACV1tVt' TQ FeNt 1.1:Ct't SAVIMC A AADIUS 0f 193 TttT, 'tANOLNT TO TRI LAST 0001 I, "THROUGH A CZOTIAL A,04tt Of 180 25, 300 AH ARC DISTANCt O8' 04.81 FEET$ THEM CONT160109 NO'STRIALT' ALSi14C 'THR tAST LINE 01 &AID 2.)854 ACCLfi PAIM, XMI O8 1010 AND A1OW0 THE C:XMIOR 11CUNAARY Of SAID ?ARCSLt )S41 OIL 229 TO 215, TNCLVSIVt, MNC ALSO Tat ARC O8' A CclifO91oD CC3IM TO T-Rt Lfttlt, NAVIVO A RADIUS OF 2143 MT, TXZ CtNT99 OF WHICH STARS SOUTV 73- 061 AtO WEST, MOM A Otf1TRAL hntt Of 10' 05' 110, All ARC - D%3TAttCt 01 377.61 T99T TC 'CHC; hOST SOUTNtILT CORflftt Of TNS 9Af10'9L OF LAND D9CCh1ItO tO TOE ptIC TO SL 'PORTAL INC. , REC010ED StP1"thsts 14 , 1964, too 4101, OTILC%AL RECO1t1tl, that 4791 TAtOtg ALONG :KC JXT&&JOA LgNE Or SAID PARCtL• 4701 OR 679, 140ILTH 10' 001 Ala YtIT, 97 t28 Tfkii TO THE TRUS TOIN`i Of S1w IN"%1i0 of T%Xt DCSC4t%FTTCN; THENCE C.ONT144%00 AORTtk 10" .06' 41* VtST, ALONZ 14%0 Exhibit B Page 3 of 7 9 « , * .� �. r s • • • • e �: a =' • �. • - � � • _ �. !. *E. "' � � .' t �, :k .r .. ,. ..,.' .t.:. :i� i 4 4 aS t S v i 3, AS TO ALL OF PARCELS ONE AND THREE, RYCH S RESERVED IN THE DEEM FROM THE VNITZD STATES Or AMERICA, RECORDED OECEM5ER 2$, 1953, F OOK 2343, PAGZ 77, OF"F"ICIAL RECORDS, AS FOLLOWS-. "ALL URANIUM, THORItTM, AIM ALL OTHER MA'T'ERIMA DETERMINED S TO .SKCTION S (b) (1) OF TE ATOMIC ENERGY ACT OF 1546 (60 STAT. 761) TO BE PECULIARLY ESSENTIAL TO THE PRODUCTION OF FISSI0NABLE MATERIAL, CONTAIN, IN WHATEVER CONCENTRATION, IN DEPOSITS IN THE LANDS COVERED BY lAIS 3NS'3`It'8�.VKT HEREBY RESERVED rOR� THE USE OF THE UNITED STATES, TOGETHER WITH TIM RIGHT Or THE UNITED STATES THROUGH ITS AUTHORIZED ACaMS OR REPRESENTATI"4t9. AT ANY TIME To SER UPON THE LAM AAD 'PROSPECT FOX, J j.V.E AND REMOVE THE SAME, MAXINO OUST COMPENSATION FOR ANY DA?-MAGE OR INJURY OCCASIONED THEREBY. HOWEVER, SUCH Zim MAY BE USED, AIM 'T RXGHT OTHERWISE ACQUIRED BY HIS TFISPO ITION MAY BE EXE'RC'ISED, AS IF NO RESERVATION OF SUCH ;+ATERIA.LS &TAO R E4 EXCEPTTHAT, WXL-g suCH .USE RESULTS IN TIE EXTRACTION Os ANY SUCH MATERIAL FROM 'TIM LAND IN QUANTITIES WHICH MAY NOT BE TRANSFERRED OR DELIVERED WITHOUT A LICENSE UNDER THE-ATOMIC ENERGY ACT OF 1916, AS IT NOW rXISTS OR MAY HE .AFTER BE AMENDED, SUCH MATERIAL SHALL BE THE PROPERTY OF THE UNXTEU STATES S ATOMIC M4ERG °' co%v4ISSION, AND THE COMMISSION MAY REOUIRE OELZVERY OF SUCH MATERIAL TO IT BY Apgy POSSESSOR TIMREOT`AFT R SUCH MATERIAL HAS BEEN SEPARATED AS SUC-4 FROM THE ORES IN WHICH IT WAS CONTAINED. Ik"' THE COMISSION REQUIRES-THE DELIVERY OF SUCH MATERIAL TO IT, IT SHALL PAY TO 71HE PERSON MINING OR EXTRACT%NG Th-8 SAME, OR TO SUCK OTHER PERSON AS THE cdy-".`4ISSION DETERMINES -TO BE ENTITLED THERETO, SUCH St7MS, INCLUDING PROFITS, .. AS TIE COMMISSION DEEMS FAIR AND REASONABLE FOR. THE DISCOVERY, MINING, DENTLOPMENT, PRODUCTION, EXTRACTION, A'M OTHXR SERVICES PERFORM= WITH RESPECT TO SUCH MATERIAL PRIOR TO SUCH DILIVERY, BUT SUCH PAYMENT $FALL NOT INCT UD9 ANY AMOUNT ON ACCOUNT OF TIM VALUE Or SUCH MATERIAL DEFORM REMOVAL FRC44 ITS PLACE OF DEPOSIT IN NATURE. IF THE COMMISSION DOES NOT REQUIRE DELIVERY 'Or SUCH MATERIAL TO IT, TF2 RESERVATION HEREBY MADE SHALL ME OF NO T'Jr`iTHER F'ORC'E OR rrrrCT"." ASSrSSOR'S PARCEL NOS. 416-1640-023 4116-1.60-024 # � Exhibit B Page 7 of 7 e EXHIBIT D TE ANT IMPI OVE El-'TS The following is a preliminary list of the Tenant Improvements. As set forth in Section 602 of this Tease, the final list of Tenant Improvements shall be attached hereto and made a part hereof when delivered by Tenant to Landlord. The Leased. Premises are to be designed to provide four (4) interior suites to accommodate the following uses with approximately the following square footages; (a) Community Center Space of approximately 3,000 square feet; (b) Library space of approximately 2,000 square feet; (c) Computer Center Space for the Richmond Police ,Activities League of approximately 6,000 square feet; and (d) Child Care Center Space of approximately 4,000 square feet plus an outdoor playground area. EaminaryUst sof Tenant Imlaroven 1. Dernising Suitps: Floor to roof acoustically-constructed demising walls; 2. 5ri k. system charged, tested, all lines installed., all heads installed per code and design; 3. i /Fire : Control panel, speakers, and pull stations installed per code and design; 4. CC ili, rid: 2x4 drop-in with 2x2 look, installed per code, no less than 9`6" ceiling height; 5. Li"h Fix ur : 2x4,4 tube fixtures, every 60 square feet; 6. Light Fixture ens "'ov rgie parabolic lenses; 2. L*ght witches: Control switches for each office, bank of 10 lights in open areas, restrooms/showers, play areas, kitchens, all tied into main panel per suite, and required life safety; 8. Etrt -iLl C3utleta. Per code and. design, outlets on every gall, no less than 15 feet apart, 1 every 250 square feet; . Etn`cal P net; Each space will be separately metered with its own twain panel; panel size basest on design but not less than 300 amps for the community center suite and not less than 200 amps for the other suites; 20. T'eleph nes mice: Main telephone panel for each suite, adequate conduit, pull lines installed., adequate service based upon design and up to 80 lines available to all 4 suites; SPB/Lease&Purchaseoption Exhibit D 3/19/98 Page 1 of 2 EXHIBIT B IIS LANS [TO BE INSERTED] SPB/Lease&Purdwtion Exhibit B 3/19/98 SUBLEASE EXHIBIT 19o FACILITY L j Li C-K LIJ 3 a � s t : A f# ...�i« f#�� two► ... � '� - a •: t r � r _ � :: • ,wnx+sax �: ♦' :.. �rte.=-�.�, � .. 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