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
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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
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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
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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
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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
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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
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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
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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
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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
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° {+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
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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
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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
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