HomeMy WebLinkAboutMINUTES - 06242014 - C.35RECOMMENDATION(S):
APPROVE the Lease with NUCP Fund I LLC for a 12-year term, for approximately 17,960 square feet of office
space located at 1470 Civic Court, Concord, at a rent of $26,580 per month during the first year, as requested by the
Employment and Human Services Department – Community Services Bureau, under the terms and conditions set
forth in the Lease. (WLP834)
AUTHORIZE the Public Works Director, or designee, to execute the Lease and any amendments on behalf of the
County.
FISCAL IMPACT:
100% Federal and State Funds.
BACKGROUND:
The Employment and Human Services Department (EHSD) currently occupies the County-owned building at 40
Douglas Drive in Martinez. The EHSD-Community Services Bureau (CSB)
APPROVE OTHER
RECOMMENDATION OF CNTY ADMINISTRATOR RECOMMENDATION OF BOARD
COMMITTEE
Action of Board On: 06/24/2014 APPROVED AS RECOMMENDED OTHER
Clerks Notes:
VOTE OF SUPERVISORS
AYES 5 NOES ____
ABSENT ____ ABSTAIN ____
RECUSE ____
Contact: Dave Silva (925) 313-2132
I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of
the Board of Supervisors on the date shown.
ATTESTED: June 24, 2014
David J. Twa, County Administrator and Clerk of the Board of Supervisors
By: Stephanie L. Mello, Deputy
cc:
C. 35
To:Board of Supervisors
From:Julia R. Bueren, Public Works Director/Chief Engineer
Date:June 24, 2014
Contra
Costa
County
Subject:1470 Civic Court, Concord – Lease for the Employment and Human Services Department – Community Service
Bureau
BACKGROUND: (CONT'D)
also occupies a portion of that building, as well as space in the County-owned Summit Centre building at 2530
Arnold Drive in Martinez. This past year, there have been major initiatives such as Health Care Reform and the
Medi-Cal Program that have required EHSD to expand its programs, and to hire additional staff. To make room
for the additional staff, EHSD needs to relocate CSB staff from the Douglas Drive and Summit Centre buildings
to this new leased space at 1470 Civic Court in Concord. The relocation of CSB from the 40 Douglas Drive
building will allow EHSD expand its services in that building, and will allow CSB to consolidate its operations to
one location. No County-owned space large enough to accommodate all of CSB staff was identified.
CONSEQUENCE OF NEGATIVE ACTION:
The Lease for these premises will not be approved, the County will incur additional expenses in finding a different
location.
CHILDREN'S IMPACT STATEMENT:
Not applicable.
ATTACHMENTS
Work Letter
1470 Civic Court, Lease
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LEASE
EMPLOYMENT AND HUMAN SERVICES DEPARTMENT
COMMUNITY SERVICE BUREAU
1470 CIVIC COURT, SUITE 200, CONCORD, CALIFORNIA
This lease ( Lease ) is dated_________, 2014 (the Effective Date ), and is between
NUCP Fund I LLC, a California limited liability company (the Lessor ), and the County of
Contra Costa, a political subdivision of the State of California (the County ).
Recitals
A. Lessor is the owner of real property located at 1470 Civic Court in Concord (the
Building ) that is more particularly described in Exhibit A-1- Legal Description.
B. Lessor desires to lease to County and County desires to lease from Lessor that portion of
the Building known as Suite 200, which consists of approximately 17,960 square feet of
floor space on the second floor, as more particularly described in Exhibit A-2 Floor
Plan, and 75 parking spaces (together, the Premises ).
C. Simultaneous with the execution of this Lease, Lessor and County are entering into a
work letter that sets forth how tenant improvements in the Premises are to be constructed,
who will undertake the construction of the tenant improvements, who will pay for the
construction of the tenant improvements, and the time schedule for completion of the
construction of the tenant improvements (the Work Letter ). The Work Letter is a part
of this Lease.
The parties therefore agree as follows:
Agreement
1.Lease of Premises. In consideration of the rents and subject to the terms herein set forth,
Lessor hereby leases to County and County hereby leases from Lessor, the Premises.
2.Term. The Term of this Lease is comprised of an Initial Term and, at County s
election, a Renewal Term, each as defined below.
a. Initial Term. The Initial Term is twelve years, commencing on the
Commencement Date, as defined in the Work Letter.
b. Renewal Term. The County has one option to renew this Lease for a term of five
years (the Renewal Term ) upon all the terms and conditions set forth herein.
i. The County will provide Lessor with written notice of its election to renew the
Lease at least twelve months prior to the end of the Initial Term. However, if
the County fails to provide such notice, its right to renew the Lease will not
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expire until fifteen working days after the County s receipt of Lessor s written
demand that the County exercise or forfeit the option to renew.
ii. Upon the commencement of the Renewal Term, all references to the Term of
this Lease will be deemed to mean the Term as extended pursuant to this
Section.
iii. The County s right to renew this Lease is personal to the County and may not
be exercised by or assigned to any person or entity that is not governed by the
Contra Costa County Board of Supervisors. The County may not exercise its
right to renew this Lease if, at the time the County exercises the renewal
option, the County is in material default of this Lease after expiration of
applicable cure periods.
3.Rent. The County shall pay rent ( Rent ) to Lessor monthly in advance beginning on the
Commencement Date. Rent is payable on the first day of each month during the Initial
Term and, if applicable, the Renewal Term in the amounts set forth below:
a. Initial Term.
Months Monthly Rent
1 3 $ -0-
4 72 $ 26,580
73 108 $ 28,375
109 144 $ 30,170
b. Renewal Term.
Months Monthly Rent
145 174 $ 31,970
175 204 $ 33,765
c. Fractional Month. Rent for any fractional month will be prorated and computed on a
daily basis with each day s rent equal to one-thirtieth (1/30) of the monthly Rent.
d. Late Payment. The County acknowledges that the late payment of Rent by the
County will cause Lessor to incur costs not contemplated by this Lease, the exact
amount of which will be extremely difficult to ascertain. Such costs include, but are
not limited to, processing and accounting charges, and late charges that may be
imposed on Lessor by a lender. Accordingly, if Rent is not received by Lessor within
ten days after written notice from Lessor to the County that the unpaid Rent is due,
then without any requirement for any further notice to the County, the County shall
immediately pay to Lessor a one-time late charge equal to 5% of the unpaid Rent.
The parties agree that such late charge represents a fair and reasonable estimate of the
costs Lessor will incur by reason of such late payment. Acceptance of the late charge
by Lessor does not constitute a waiver of the County s default or breach with respect
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to the overdue amount or prevent the exercise of any other rights and remedies
granted hereunder. In addition, any monetary payment due Lessor hereunder, other
than late charges, that is not paid within ten days following written notice from
Lessor to the County that such payment is due, will bear interest from its due date, as
to scheduled payments, or the 31st day after it was due, as to non-scheduled payments.
Interest is to be computed at the lesser of 5% per annum and the maximum rate
allowed by law.
4.Moving Allowance. Lessor shall pay County within fifteen days following occupancy of
the Premises Fifty Thousand Dollars ($50,000) as a moving allowance.
5.Parking. During the Term, Lessor shall provide County, at no cost, 57 parking spaces in
the parking lot on a non-exclusive and first-come first serve basis, and 18 parking spaces
in the underground parking garage of the Building.
6.Use. The County may use the Premises for the purpose of conducting various functions
of County and any other purpose permitted by law.
7.Full Service Lease. This is a full service lease. Lessor shall pay all of the Building s
operating costs, including, but not limited to, all maintenance and repairs, real estate
taxes, and building insurance. Lessor shall pay for all utilities, including but not limited
to, gas and electric service, water, sewer, janitorial and refuse collection services
provided to the Premises. Except as set forth below, the County will not reimburse
Lessor for any of these costs.
8.Additional Rent. In addition to the rent set forth above, in each year after the First Year,
County shall pay Lessor County s Proportionate Share of the Tax Increase. County is not
obligated to pay for any other operating expenses incurred or paid by Lessor during the
Term.
First Year means the twelve-month period beginning July 1, 2014 and ending June
30, 2015.
Proportionate Share means the ratio, expressed as a percentage, of the square feet
of the Premises to the total square footage of the Building. County s Proportionate
Share of the Building is 36%.
Real Property Taxes means and includes all taxes and assessments (amortized over
the longest period available to Lessor) levied or assessed upon the Building and the
real property upon which it is situated, any state or local business taxes or fees
measured by or assessed upon gross rentals or receipts, and other governmental
charges, general and special, including, without limitation, assessments for public
improvements or benefits, that are, during the Term of this Lease, assessed, levied, and
imposed by any governmental authority upon the Building. Real Property Taxes do
not include any late fees or penalties, any municipal, county, state or federal net
income, estate, succession, inheritance, sales, use or franchise taxes of Lessor or
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documentary transfer taxes, or tax increases of any kind in connection with the
transfer, sale or change in ownership of all or part of the Building during the first five
Tax Years of this Lease.
Tax Increase means the amount by which Real Property Taxes due for any Tax
Year exceed the Real Property Taxes due in the First Year.
Tax Year means each twelve-month period after the First Year.
County will pay its proportionate share of any tax increases in connection with the
transfer, sale or change of ownership of the Building beginning at the start of the sixth
Tax Year of this Lease.
Lessor shall invoice County for any Tax Increase due within ninety days after the end of
each Tax Year during the Term. County shall pay the amount so invoiced within fifteen
days of receipt of the invoice. County has the right, exercisable upon reasonable prior
written notice to Lessor, to inspect Lessor s books and records relating to the amounts
charged to County pursuant to this Section 8. County shall cause any such inspection to
occur within ninety days of receipt of the annual invoice.
9.Lessor s Furniture. Concurrently with the execution of this Lease, by executing and
delivering a Bill of Sale substantially in the form of Exhibit D, Lessor shall grant, sell and
convey to the County the following currently located at the Premises: (a) the thirty-three
work station cubicles (the Lessor s Furniture ); and (b) the uninterrupted power supply
equipment ( UPS ). Lessor s Furniture and UPS will be conveyed pursuant to such Bill
of Sale AS-IS /WHERE IS and WITH ALL FAULTS and without representations or
warranties of any kind or nature as to merchantability or fitness for a particular purpose.
From and after Landlord s delivery of the Bill of Sale, Lessor s Furniture and UPS will
be the County s property.
10.County s Furniture. County shall pay for and install new work station cubicles and all
other furniture for its occupancy in the Premises ( County s Furniture ).
11.Maintenance and Repairs Interior and Exterior of Building.
a. Roof and Exterior of Premises. At no cost to the County, Lessor shall keep the roof
and exterior of the Premises in good order, condition, and repair, and shall maintain
the structural integrity of the Building, including the exterior doors and their fixtures,
closers and hinges, exterior windows, glass and glazing. The County shall maintain
all locks and key systems used in the Premises.
b. Interior of Premises. The County shall keep and maintain the interior of the Premises,
including all pest and rodent control, in good order, condition and repair. Lessor shall
repair any damage to the interior caused by Lessor s failure to maintain the exterior in
good repair, including damage to the interior caused by roof leaks, window leaks,
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and/or interior and exterior wall leaks. The County may install and maintain an
interior alarm system.
c. Janitorial Services. Lessor shall pay for janitorial services in accordance with Exhibit
C Janitorial Specifications, which services will not be provided on weekends or
generally recognized holidays.
d. Parking; Exterior and Interior Lighting; Landscaping. At no cost to the County,
Lessor shall maintain the parking lot, parking garage, exterior and interior lighting
system, and landscaping in good order, condition and repair.
e. Fire Extinguishers; Smoke Detectors; and Strobe Alarms. At no cost to the County,
Lessor shall provide fire extinguishers, smoke detectors, and strobe alarms in the
Premises as required by current laws, regulations, and the Fire Marshall. Lessor shall
maintain, repair and replace the fire extinguishers, smoke detectors, and strobe alarms
as needed.
f. Services by Lessor. If at any time during the Term, the County s Public Works
Director or his or her designee (the County Representative ) determines that the
Premises are in need of maintenance, construction, remodeling or similar service that
is beyond Lessor s responsibilities under this Lease, following receipt of a written
request from the County Representative, Lessor shall perform such service at an
agreed-upon cost to the County. In performing the service, Lessor shall consult with
the County s Representative and use either licensed insured contractors or employees
of Lessor. Lessor shall obtain the County Representative s prior written approval of
the scope, terms, and cost of any contracts. The County Representative may, by
giving Lessor thirty days prior written notice, change the level of service, terminate
any or all service, or require that a service be performed by a different contractor.
g. The County shall pay for any heating, ventilation, air conditioning or electrical service
provided by Lessor to the County on generally recognized holidays or after Normal
Building Hours (which are 7:00 a.m. and 6:00 p.m. Monday Friday excluding
generally recognized holidays), except Lessor shall pay for HVAC service for the
electronic data processing equipment located in the telecommunications and data room
shown on Final Plans (the Data Room ). In addition, if the County desires any
service in amounts exceeding the services required for desk-top computers,
photocopiers, facsimile machines and other office machines of similar low electrical
consumption shown on, or provided for in, the Final Plans, Lessee shall pay Lessor the
cost of providing such additional services. As of the Effective Date, the After-Hours
charge for additional HVAC services is $60.00 per hour. The County must request
after-hours use of any such services in advance and Lessor shall use reasonable efforts
to accommodate Lessee requests for such services. Lessor and the County agree that
the after-hour HVAC rate will be based upon Landlord s good-faith and reasonable
calculation of the utility rates for gas and electricity, the cost of personnel involved in
adjusting operating hours, as well as the additional depreciation and maintenance cost
of the incremental operation. Further, the parties acknowledge that utility rates vary
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upon the day and time of day the utility is consumed and that the cost of additional
maintenance and depreciation costs are educated estimates. However, Lessor agrees
that Landlord s charge or rate for after-hour HVAC services will not include any
additional mark-up or profit, and that the rate will not be punitive in nature.
12.Maintenance and Repairs Building Operating Systems. At no cost to County, Lessor
shall repair and maintain the electrical, lighting, water and plumbing systems, the heating,
ventilating, and air-conditioning ( HVAC ) systems (together, such systems and
equipment are the Operating Systems ) in good order, condition and repair. Lessor
shall obtain and maintain all permits related to the Operating Systems.
If one or more Operating Systems fail, the County Representative, will notify Lessor of
such failure and Lessor shall use commercially reasonable efforts to correct the problem.
The County Representative s notice of an Operating System failure may be delivered to
Lessor by telephone or email as follows:
Contact:Thomas Properties
Phone Number:(925) 945-6266
Email Address:samthomas@tiogaconstruction.com
If Lessor fails to respond within twenty-four hours and fails to diligently pursue the repair
of the problem within seventy-two hours after the County Representative s notice,
County may attempt to correct the problem. Lessor shall reimburse County for any out-
of-pocket costs actually incurred by County in repairing, or attempting to repair, an
Operating System upon receipt of County s invoice.
13.Perilous Conditions. If the County Representative becomes aware of a condition on the
Premises that, in his or her opinion, substantially and significantly threatens the health
and safety of County employees and/or invitees (a Perilous Condition ), the County
Representative will immediately notify Lessor of such Perilous Condition and Lessor
shall use best efforts to immediately eliminate the Perilous Condition. The County
Representative s notice of a Perilous Condition may be delivered to Lessor by telephone
or email as follows:
Contact:Thomas Properties
Phone Number:(925) 945-6266
Email Address:samthomas@tiogaconstruction.com
Lessor shall immediately address any condition reasonably constituting an emergency,
whether Lessor learns of the condition through County or otherwise.
If Lessor fails to address a Perilous Condition within twenty-four hours after the County
Representative s notice or to immediately address an emergency situation, the County
may attempt to resolve the Perilous Condition or emergency situation. Lessor shall
reimburse County for any out-of-pocket costs actually incurred by the County in
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addressing the Perilous Condition or emergency situation promptly upon receipt of
County s invoice.
Notwithstanding the provisions of Section 23. Inspection, if an emergency occurs, Lessor
may enter the Premises to address the emergency without having to provide advance
notice to County.
14.Quiet Enjoyment. Lessor shall warrant and defend County in the quiet enjoyment and
possession of the Premises during the Term.
15.Subordination, Non-Disturbance and Attornment. If at any time Lessor has a loan that is
secured by a lien of a mortgage or deed of trust encumbering the Building, Lessor shall
cause the lender(s) holding such lien to execute and deliver to County a properly
executed Subordination, Non-Disturbance and Attornment Agreement that is in
substantial conformity with Exhibit B hereto.
16.Assignment and Sublease. The County may not, without the prior written consent of the
Lessor, which consent will not be unreasonably withheld or delayed, assign this Lease or
sublease the Premises.
17.Alterations; Fixtures and Signs.County may at its sole cost and expense (i) make any
lawful and proper minor alterations to the Premises and (ii) attach fixtures and signs
( County Fixtures ) in or upon the Premises. Any County Fixtures will remain the
property of the County and may be removed from the Premises by the County at any time
during the Term. The County is responsible for the cost of all minor alterations and
County Fixtures. All alterations and County Fixtures are subject to Lessor s prior written
approval and reasonable conditions, and must comply with existing code requirements.
18.Fixture Installation. During the construction of the Tenant Improvements and prior to the
Commencement Date, as defined in the Work Letter, the County may install fixtures,
telephones, alarm systems, and other items required to prepare the Premises for County s
occupancy and store furniture, supplies and equipment on the Premises, provided such
work and storage can be effected without unduly interfering with Lessor s completion of
the Tenant Improvements, final building inspection, and receipt of an occupancy permit.
Such work and storage does not commence the Term of the Lease.
19.Insurance - Lessor.
a. Workers Compensation. Throughout the Term, Lessor shall maintain in full force
and effect, at its sole expense, workers compensation insurance as required by the
State of California with statutory limits and employer s liability insurance (for all
employees engaged in services or operations at the Premises) with limits no less than
$1 million per accident for bodily injury or disease.
b. Commercial General Liability Insurance ( CGL ). Throughout the Term, Lessor
shall maintain in full force and effect, at its sole expense, commercial general liability
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insurance covering CGL on an occurrence basis, including property damage, bodily
injury and personal injury, with limits no less than $2 million per occurrence. If a
general aggregate limit applies, either the general aggregate limit shall apply
separately to this Lease and the Building or the general aggregate limit shall be twice
the required occurrence limit.The policy coverage shall be primary and non-
contributory, and shall name the County as an additional insured.
c. Automobile. Throughout the Term, Lessor shall maintain in full force and effect, at
its sole expense, comprehensive automobile liability insurance in minimum limits of
$500,000 for bodily injury or death to one person and $1 million for bodily injury or
death in any one occurrence and $500,000 per occurrence for property damage.
d. Excess Liability. Throughout the Term, Lessor shall maintain in full force and effect,
at its sole expense, excess liability over the insurance required by subsections (a), (b),
and (c) of this section with combined minimum coverage of $5 million.
e. Property Insurance. Throughout the Term, Lessor shall maintain in full force and
effect, at its sole expense, property insurance against all risks of loss to any tenant
improvements or betterments at full replacement cost with no coinsurance penalty
provision.
f. Evidence of Insurance. Within ten days after execution of this Lease, Lessor shall
provide to the County, on a form approved by the County, an original copy of a
Certificate of Insurance. The Certificate of Insurance must certify that the coverage
required by this Lease has been obtained and remains in force for the period required
by this Lease. All liability insurance carried by Lessor must be primary.
g. Notice of Cancellation or Reduction of Coverage. Lessor shall cause all policies it is
required to obtain under the terms of this Lease to contain a provision that the County
is to receive written notification of any cancellation or reduction in coverage at least
thirty days prior to the effective date of such cancellation or reduction. Any such
notification is to be sent to the County in accordance with Section 29 - Notices.
20.Insurance - County.
a. Liability Insurance. Throughout the Term, County shall maintain in full force and
effect, at its sole expense, a general self-insurance program covering bodily injury
(including death), personal injury, and property damage, including loss of use.
County shall provide Lessor with a letter of self-insurance affirming the existence of
the aforementioned self-insurance program.
b. Self-Insurance Exclusion. County s self-insurance policy does not provide coverage
for (i) areas to be maintained by Lessor under this Lease, or (ii) negligence, willful
misconduct, or other intentional acts, errors or omissions of Lessor, its officers,
agents, or employees.
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21.Surrender of Premises. On the last day of the Term, or earlier termination of this Lease,
the County shall peaceably and quietly leave and surrender to Lessor the Premises, along
with appurtenances and fixtures at the Premises (except County Fixtures), all in good
condition, ordinary wear and tear, damage by casualty, condemnation, acts of God and
Lessor s failure to make repairs required of Lessor excepted. The County is not
responsible for painting the Premises or for repairing or replacing any floor coverings in
the Premises upon the expiration or earlier termination of this Lease.
22.Waste, Nuisance. County may not commit, or suffer to be committed, any waste upon
the Premises, or any nuisance or other act or thing that may disturb the quiet enjoyment
of any other occupant of the Building.
23.Inspection. Lessor, or its proper representative or contractor, may enter the Premises by
prior appointment between the hours of 9:00 a.m. and 4:30 p.m., Monday through Friday,
holidays excepted, to determine that (i) the Premises is being reasonably cared for, (ii) no
waste is being made and that all actions affecting the Premises are done in the manner
best calculated to preserve the Premises, and (iii) County is in compliance with the terms
and conditions of this Lease.
24.Destruction. If damage occurs that causes a partial destruction of the Premises during the
Term from any cause and repairs can be made within one hundred twenty days (120)
from the date of the damage under the applicable laws and regulations of governmental
authorities, Lessor shall repair the damage promptly. Such partial destruction will not
void this Lease, except that County will be entitled to a proportionate reduction in Rent
while such repairs are being made. The proportionate reduction in Rent will be
calculated by multiplying Rent by a fraction, the numerator of which is the number of
square feet that are unusable by County and the denominator of which is the total number
of square feet in the Premises.
If repairs cannot be made within one hundred twenty (120) days, County will have the
option to terminate the Lease by so notifying the lessor within thirty (30) days after
Lessor reasonably determines, and notifies Lessee in writing of, the estimated time to
complete such repairs. As soon as practicable after such damage, Lessor shall diligently
and in good faith determine the estimated time to complete such repairs and immediately
notify Lessee in writing. If the County does not terminate this Lease, Lessor shall make
the repairs within a reasonable time and Rent will be proportionately reduced as provided
in the previous paragraph.
This Lease will terminate in the event of a total destruction of the Building or the
Premises.
25.Hazardous Material. Lessor warrants to the County that Lessor does not have any
knowledge of the presence of Hazardous Material (as defined below) or contamination of
the Building or Premises in violation of environmental laws. Lessor shall defend, save,
protect and hold the County harmless from any loss arising out of the presence of any
Hazardous Material on the Premises that was not brought to the Premises by or at the
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request of the County, or its agents, contractors, invitees or employees. Lessor
acknowledges and agrees that the County has no obligation to clean up or remediate, or
contribute to the cost of cleanup or remediation, of any Hazardous Material unless such
Hazardous Material is released, discharged or spilled on or about the Premises by the
County or any of its agents, employees, contractors, invitees or other representatives.
The obligations of this Section shall survive the expiration or earlier termination of this
Lease.
Hazardous Material means any substance, material or waste, including lead based
paint, asbestos and petroleum (including crude oil or any fraction thereof), that is or
becomes designated as a hazardous substance, hazardous waste, hazardous material, toxic
substance, or toxic material under any federal, state or local law, regulation, or ordinance.
26.Indemnification.
a. County. The County shall defend, indemnify and hold Lessor harmless from the
County s share of any and all claims, costs and liability for any damage, injury or
death of or to any person or the property of any person, including attorneys fees,
caused by the willful misconduct or the negligent acts, errors, or omissions of the
County, its officers, agents or employees in using the Premises pursuant to this Lease,
or the County s performance under this Lease, except to the extent caused or
contributed to by (i) the structural, mechanical, or other failure of the Building,
and/or (ii) the negligent acts, errors, or omissions of Lessor, its officers, agents, or
employees.
b. Lessor. Lessor shall defend, indemnify and hold the County harmless from Lessor s
share of any and all claims, costs and liability for any damage, injury or death of or to
any person or the property of any person, including attorneys fees, caused by the
willful misconduct or the negligent acts, errors or omissions of Lessor, its officers,
agents, employees, with respect to the Premises, or Lessor s performance under this
lease, or the Lessor s performance, delivery or supervision of services at the Building,
or by the structural, mechanical or other failure of the Building, except to the extent
caused or contributed to by the negligent acts, errors, or omissions of the County, its
officers, agents, or employees.
27.Default.
The occurrence of any of the following events is a default under this lease:
a. County.
i. The County s failure to pay Rent within ten business days after receipt of a
written notice of failure (a Notice ) from Lessor to the County; provided,
however, that the County will have additional time if its failure to pay Rent is
due to circumstances beyond its reasonable control, including, without
limitation, failure of the County s Board of Supervisors to adopt a budget. In
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no event may such additional time exceed seventy-five days after receipt of a
Notice.
ii. The County s failure to comply with any other material term or provision of
this Lease if such failure is not remedied within thirty days after receipt of a
Notice from Lessor to the County specifying the nature of the breach in
reasonably sufficient detail; provided, however, if such default cannot
reasonably be remedied within such thirty day period, then a default will not
be deemed to occur until the occurrence of the County s failure to comply
within the period of time that may be reasonably required to remedy the
default, up to an aggregate of ninety days, provided the County commences
curing such default within thirty days and thereafter diligently proceeds to
cure such default.
b. Lessor.
i. Lessor s failure to complete the Tenant Improvements in accordance with the
Construction Schedule attached to the Work Letter.
ii. Lessor s failure to perform any other obligation under this Lease if such
failure is not remedied within thirty days after receipt of a Notice from County
to Lessor specifying the nature of the breach.
28.Remedies.
a. Lessor. Upon the occurrence of a default by the County, Lessor may, after giving the
County written notice of the default in accordance with Section 29 - Notices, and in
accordance with due process of law, reenter and repossess the Premises and remove
all persons and property from the Premises, and pursue any other remedy available at
law.
b. County. Upon the occurrence of a default by Lessor, the County may exercise any of
the following remedies (i) terminate this Lease by giving written notice to Lessor and
quit the Premises with no further cost or obligation to the County; (ii) complete, at
Lessor s expense, the performance of any required Lessor obligation under this
Lease; or (iii) pursue any other remedy available at law.
i. Termination under this section is effective on the date the notice is deemed
effective in accordance with Section 29 Notices.
ii. If the County elects to complete the Tenant Improvements or repair or correct
any other Lessor default, the County may, at its sole discretion, elect to either
deduct the cost thereof from Rent due to Lessor, or invoice Lessor for the cost
of repair, which invoice Lessor shall pay in full promptly upon receipt.
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29.Notices. Except as provided in Section 12 - Maintenance and Repairs Building
Operating Systems and Section 13 - Perilous Conditions, any notice required or permitted
under this Lease must be in writing and delivered by hand, or sent by facsimile with
written transmission confirmation, overnight delivery service or registered or certified
mail, postage prepaid and directed as follows:
To Lessor:NUCP Fund I LLC
c/o Thomas Properties
3100 Oak Road, Suite 140
Walnut Creek, CA 94597
Facsimile: (925) 945-8753
To County:Contra Costa County
Public Works Department Real Estate Manager
255 Glacier Drive
Martinez, CA 94553
Facsimile: (925) 646-0288
Either party may at any time designate in writing a substitute address for that set forth
above and thereafter notices are to be directed to such substituted address. If sent in
accordance with this Section, all notices will be deemed effective (i) on the date
delivered, if delivered by hand, (ii) upon confirmed facsimile transmission, (iii) the next
business day, if sent by overnight courier and (iv) three days after being deposited in the
United States Postal System.
30.Successors and Assigns. This Lease binds and inures to the benefit of the heirs,
successors, and assigns of the parties hereto.
31.Holding Over. Any holding over after the Term of this Lease is a tenancy from month to
month and is subject to the terms of this Lease, except the County will pay Rent equal to
125% of the Rent for the period immediately preceding the holdover.
32.Time is of the Essence. In fulfilling all terms and conditions of this Lease, time is of the
essence.
33.Governing Law. The laws of the State of California govern all matters arising out of this
Lease.
34.Severability. In the event that any provision herein contained is held to be invalid or
unenforceable in any respect, the validity and enforceability of the remaining provisions
of this Lease will not in any way be affected or impaired.
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35.Real Estate Commission. Lessor and County recognize and acknowledge that in
negotiating this Lease, Lessor is represented by Collier s International ( Collier s ) and
County represents itself. Lessor further recognizes and acknowledges that County is
entitled to a real estate commission when it represents itself.
The County warrants to Lessor that County s contact with Lessor in connection with this
Lease has been directly with Collier s. Lessor warrants that no other broker or finder,
other than Collier s and County, can properly claim a right to a leasing commission or a
finder's fee based upon contacts between the claimant and the County with respect to
Lessor or to the Premises. Lessor and County shall indemnify, defend, protect and hold
each other harmless from and against any loss, cost or expense, including, but not limited
to, attorneys' fees and costs, or the payment of a real estate commission to any party,
other than Collier s and County, resulting from any claim for a fee or commission by any
broker or finder, in connection with the Premises and this Lease.
Within fifteen days after the Commencement Date of this Lease, Lessor will pay County
the sum of Ninety-Eight Thousand Five Hundred Forty-One Dollars ($98,541) as a real
estate commission.
[The remainder of this page is left blank]
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36.Entire Agreement; Construction; Modification. Neither party has relied on any promise
or representation not contained in this Lease, or the Work Letter. All previous
conversations, negotiations, and understandings are of no further force or effect. This
Lease is not to be construed as if it had been prepared by one of the parties, but rather as
if both parties have prepared it. This Lease may be modified only by a writing signed by
both parties.
The parties are executing this Lease on the date set forth in the introductory paragraph.
COUNTY OF CONTRA COSTA, a NUCP FUND I LLC, a California limited
political subdivision of the State of liability company
California
By:_______________________By:_______________________
Julia R. Bueren Steve Thomas
Public Works Director Manager
RECOMMENDED FOR APPROVAL:
JULIA R. BUEREN, Public Works Director By:______________________
Dave Sanson
Manager
By:_______________________
Karen Laws
Principal Real Property Agent
By:_______________________
Dave Silva
Senior Real Property Agent
APPROVED AS TO FORM:
SHARON L. ANDERSON, County Counsel
By:_______________________
Kathleen M. Andrus
Deputy County Counsel
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EXHIBIT A -1
LEGAL DESCRIPTION
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EXHIBIT A -2
FLOOR PLAN
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EXHIBIT B
Recorded at the request of:
Contra Costa County
Return to:
Contra Costa County
Public Works Department
255 Glacier Drive
Martinez, CA 94553
Assessor s Parcel No. 126-300-0448
Subordination, Non-Disturbance and Attornment Agreement
This agreement is dated ____________, 201_, and is between the County of Contra Costa, a
political subdivision of the State of California (the Tenant ), __________________, a
______________ , its successors and assigns (the Lender), having its principal place of business at
__________________________________________________________________________.
Recitals
A.Pursuant to a lease dated ____________, 2014, (the Lease ) between the Tenant
and NUCP Fund I LLC, a California limited liability company (the Landlord ),
which Lease has not been recorded, Landlord is leasing to the Tenant certain
space in the building located at 1470 Civic Court, Suite 200, Concord, California
more fully described in Exhibit A attached hereto and made a part hereof (the
Property ).
B.Lender has previously made a loan (the Loan ) to Landlord that is secured, in
part, by the lien of a mortgage or deed of trust executed and delivered by
Landlord to Lender encumbering the Property (the Mortgage ) and an
assignment of all leases of and rents from the Property.
C.This agreement is being executed by the parties in accordance with the
requirements of Section 15. Subordination, Non-Disturbance and Attornment of
the Lease.
NOW, THEREFORE, in consideration of the covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1.Tenant hereby represents, acknowledges and agrees as follows:
(a)The term of the Lease commences on _____________________________ and
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will terminate on _____________________________________.
(b)The current monthly rent payment under the Lease is set forth in Section 3. Rent
of the Lease. No advance rents have been prepaid.
(c)In addition to monthly rent payments, the Tenant is responsible for a portion of
the real property taxes to the building, in accordance with Section 8. Additional
Rent of the Lease.
(d)The improvements described in the Lease have not been completed or accepted by
Tenant.
(e)Tenant has not sublet any portion of the leased premises or assigned any of its
rights under the Lease.
(f)Upon its execution, the Lease will be in full force and effect.
(g)All rent payments will be paid as provided under the Lease until Tenant has been
otherwise notified by Lender or its successors and assigns.
(h)If Lender provides Tenant with Lender s address for notification purposes, Tenant
will deliver to Lender a copy of all notices Tenant delivers to or receives from
Landlord.
(i)Tenant will not look to Lender or its successors or assigns for the return of the
security deposit, if any, under the Lease, except to the extent that such funds are
delivered to Lender.
2.The Lease and all terms thereof, including, without limitation, any options to
purchase, rights of first refusal, and any similar rights, are subject and subordinate
to the Mortgage, and to all amendments, modifications, replacements and
extensions thereof, to the full extent of the principal, interest, fees, expenses and
all other amounts secured thereby.
3.If Lender elects to foreclose the Mortgage, Lender will not join Tenant in
summary or foreclosure proceedings unless required by applicable law (and then
only to the extent so required) as long as Tenant has not amended the Lease
without Lender s prior written consent and is not in default under the Lease.
4.In the event that Lender succeeds to the interest of Landlord under the Lease,
there exists no default by Tenant under the Lease, and Tenant has not amended
the Lease without Lender s prior written consent, Lender agrees not to disturb or
otherwise interfere with Tenant s possession of the leased premises for the
unexpired term of the Lease, provided that Lender is not:
(a)Liable for any act or omission of Landlord or any prior landlord under the Lease;
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(b)Subject to any offsets or defenses that Tenant might have against Landlord or any
prior landlord;
(c)Bound by any Rent or Additional Rent that Tenant might have paid for more than
the current month to Landlord;
(d)Bound by any amendment or modification of the Lease made without Lender s
prior written consent; or
(e)Liable for any security deposit Tenant might have paid to Landlord, except to the
extent Lender has actually received said security deposit.
5.Upon Lender s succeeding to Landlord s interest under the Lease, Tenant
covenants and agrees to attorn to Lender or a purchaser at a foreclosure or
trustee s sale, to recognize such successor landlord as Tenant s landlord under the
Lease, and to be bound by and perform all of the obligations and conditions
imposed on Tenant by the Lease. If requested by Lender or any subsequent
owner, Tenant shall execute a new lease with Lender, for a term equal to the
remaining term of the Lease and otherwise containing the same provisions and
covenants of the Lease.
6.Prior to terminating the Lease due to a default by Landlord thereunder, Tenant
agrees to notify Lender of such default and give Lender the opportunity to cure
such default within thirty days of Lender s receipt of such notice (or, if such
default cannot reasonably be cured within such thirty day period, Lender will
have such longer time as may be necessary to cure the default provided that
Lender commences the cure within such period and diligently pursues the cure
thereafter).
[Remainder of Page Intentionally Left Blank]
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7.This agreement binds and inures to the benefit of the respective heirs, personal
representatives, successors and assigns of the parties hereto.
COUNTY
COUNTY OF CONTRA COSTA, a
political subdivision of the State of
California
By
Julia R. Bueren
Public Works Director
Address:
Contra Costa County
Public Works Department
255 Glacier Drive
Martinez, CA 94553
Facsimile: (925) 646-0288
Attention: Real Estate Divison
LENDER
Name of Lender., a
_____________________________
By
Name
Title
By
Name
Title
Address:
[Attach Notary Forms]
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EXHIBIT C
JANITORIAL SPECIFICATIONS
1470 Civic Court, Suite 200, Concord
DAILY SERVICES
1.Dust all desk tops, low file cabinet tops, lamps, and other furniture surfaces.
2.Empty all trash containers throughout the Premises, and replace trash container liners as
necessary.
3.Vacuum or spot-vacuum carpets as necessary around entry, doors and heavy traffic areas.
Spot-clean carpets as needed.
4.Remove spots and finger marks from glass on entry doors.
5.Replace burned out tubes and light bulbs.
WEEKLY SERVICES
1.Vacuum all carpets thoroughly throughout the Premises.
2.Dust counter tops, cabinets, tables, low-wall partitions, window sills, and telephones.
Remove cobwebs.
3.Dust building completely, including mini blinds, if any, and window coverings.
4.Mop all vinyl floor areas weekly and strip, wax and buff when necessary.
5.Clean entry doors and all door hardware.
MONTHLY SERVICES
1.Dust and clean A/C diffusers, air vents and exhaust fans.
2.Dust vertical surfaces (furniture fronts, walls, etc.)
3.Dust all window blinds; damp-wipe window sills.
ONCE YEARLY, IN JUNE
1. Shampoo all carpets.
ONCE YEARLY, IN APRIL
1.Wash windows and glass on both sides.
2.Clean all ventilation grills.
3.Wash and clean all light fixtures, inside and outside.
MISCELLANEOUS
Security: Lock all doors and windows, turn off lights, set night lights and alarm systems before
leaving the Premises.
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EXHIBIT D
BILL OF SALE
FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, NUCP Fund I LLC, a California limited liability company ( Transferor ) hereby
transfers and conveys to the County of Contra Costa ( Transferee ), all of Transferor s right,
title, and interest in and to the following located at 1470 Civic Court, Suite 200, Concord, CA:
(a) thirty-three (33) work station cubicles; and (b) an on-site Uninterruptable Power Supply
( UPS ) (collectively, the Transferred Property ).
As of the effective date hereof, the Transferred Property shall be transferred to Transferee
(x) AS-IS/WHERE IS, (y) WITH ALL FAULTS, and (z) without representations of any
kind or nature as to the merchantability or fitness for a particular purpose of such Transferred
Property.
IN WITNESS WHEREOF, this Bill of Sale is executed as of June__, 2014
TRANSFEROR:
NUCP FUND I LLC, a California limited
liability company
By: __________________________
Steve Thomas, Manager
By: __________________________
Dave Sanson, Manager