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HomeMy WebLinkAboutMINUTES - 11191996 - C134 C. 13q TO: BOARD OF SUPERVISORS Contra FROM: Barton J. Gilbert, Director of General Services ; f Costa a. !. Count r Y DATE: November 19, 1996 SUBJECT: Long Term Lease - Balboa School Site, 1001 South 57th Street, Richmond SPECIFIC REQUESTS OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION I. RECOMMENDED ACTION: APPROVE a Lease with the Northern California Council for the Community for the premises at 1001 South 57th Street, Richmond, for use by the Community Services Department, under the terms and conditions more particularly set forth in said Lease, and AUTHORIZE the Director of General Services to EXECUTE said Lease on behalf of the County. DETERMINE that the above project is not subject to the California Environmental Quality Act pursuant to Section 15061 (b) (3) of Chapter 3 of the State CEQA Guidelines. DIRECT the Community Development Department to FILE a Notice of Exemption with the County Clerk. II. FINANCIAL IMPACT: There is an increase of approximately $2,500 in monthly lease costs for the Community Services Department 96/97 budget. The increase represents the additional cost of,two loans that the Lessor, a non-profit organization, will incur for the acquisition of the property. The first loan of approximately $575,000 will be amortized over twenty years, the second loan of $300,000 requires monthly interest only payments and is due in five years. The Community Services Department, in cooperation with the Lessor, will solicit grants and donations to pay down the balance of the second loan and thereby reduce the monthly interest payment and the lease payment to the County. The County will be obligated to reimburse the Lessor for any remaining balance of this loan at the end of the fifth year. The Lease payments will be adjusted periodically as the Lessor's loans are paid down and as interest rates change. The required payments are to come from the budgets of the Head Start (Federal) and Child Development (State) Divisions of the Community Services Department. CONTINUED ON ATTACHMENT: YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON November 19 , 1996 APPROVED AS RECOMMENDED X OTHER i VOTE OF SUPERVISORS X UNANIMOUS(ABSENT ——— AYES: NOES: ABSENT: ABSTAIN: I HEREBY CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF AN ACTION TAKEN MEDIA CONTACT: BARTON J.GILBERT(313-7100) AND ENTERED ON THE MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. ATTESTED November 19 , 1996 CC: County Administrator(via UM) PHIL BATCHELOR,CLERK OF THE BOARD OF County Auditor-Controller(via L/M) SUPERVISO AND COUNTY ADMINISTRATOR Community Services Department(via UM) County Counsel(via L/M) Risk Management(via L/M) Lessee(via UM) BY / DEPUTY Orig: General Services-L/M TE:te BLBOALT.BO3 M382 (,10/88) . ry II1. REASONS FOR RECOMMENDATIONS/BACKGRQUND: One of the biggest challenges facing the Community Service Department in West Contra Costa County is the task of securing safe and suitable facilities for the 1,200 children and families who receive services through the Department's Child Development and Head Start programs. With the advent of legislation that requires school districts to reduce class size, and the requirement that the West Contra Costa Unified School District (WCCUSD) sell its surplus properties to pay off its State loan, classroom space has become difficult to obtain. Federal Welfare Reform will also increase the demand for surplus classroom space as agencies seek to provide facilities for new educational and child care requirements. Without securing the long term use of an appropriate school facility, the Department's ability to provide services to children and families in the West County is jeopardized. At present, the County is leasing the Balboa School site from the WCCUSD on a month to month basis. This school is one of the surplus properties that must be sold by the WCCUSD. The County cannot purchase the school and be reimbursed for its expenses from Federal !Head Start or State Child Development sources. The Northern California Council for the Community (NCCC) has agreed to purchase the school and lease it to the County. The NCCC, a non-profit organization, cannot purchase the property without a long term lease with the County. Both the General Services and Community Services Departments believe it to be advantageous to enter into the lease for the Balboa School site with the NCCC for the following reasons: (1) The lease will provide suitable long-term ,classroom and office space for both its Child Development and Head Start programs; (2) Costs for the project will be shared by the both the Child Development and Head Start programs; (3) The site contains playground and parking area land that can be used for future Departmental expansion projects; (4) The lease with NCCC, a non profit organization, will provide for the lowest occupancy costs. (5) The loss of this facility will present serious short term and long term operational problems in West County. If the Balboa School is sold to another party, the County will be forced to vacate and transfer the children to other sites that have yet to be identified. C . 1 341 LEASE 1001 SOUTH 57TH STREET,RICHMOND,CALIFORNIA NORTHERN CALIFORNIA COUNCIL FOR THE COMMUNITY,INC. TO COUNTY OF CONTRA COSTA I 1 1. PARTIES. Effective on__.—_ the COUNTY OF CONTRA COSTA, a political subdivision of the State of California, hereinafter called "County", and NORTHERN CALIFORNIA COUNCIL FOR THE COMMUNITY,INC.,a California nonprofit corporation, hereinafter called "Lessor", enter into this lease(this "Lease"), upon the terms and conditions contained herein. 2. PURPOSE. County, through its Community Services Department, is providing Head Start and Child Development services in the West County areas of Richmond,North Richmond, San Pablo, El Cerrito, and El Sobrante. A permanent facility is needed to provide these services in the areas of South Richmond and EI Cerrito. Lessor is willing to purchase the Demised Premises (as hereinafter defined) and enter into a long-term lease to ensure a safe and adequate facility is available to serve children and families in the Contra Costa area. The purpose of this Lease is to enable Lessor to grant a lease to the County under terms and conditions that will allow the County to operate,maintain, and develop the facility at the lowest reasonable cost commensurate with the delivery of quality services to needy children and their families. 3. DEMISED PREMISES. Lessor hereby leases to County, and County hereby leases from Lessor on the teens, covenants, and conditions hereinafter set forth, that certain real property situated in the County of Contra Costa, State of California, commonly known as Balboa School, 1001 South 57th Street, Richmond and shown in Exhibit "A" attached hereto consisting of approximately 10,827 square feet of classroom,office, and administrative space, with playground and paved parking areas on a site of approximately 2.6 acres,more specifically described in the legal description attached hereto as Exhibit "B" (the "Demised Premises"). Any permanent new structures or additions, modifications, or improvements to existing structures shall become at once part of the Demised Premises, subject to the terms and conditions contained herein. 4. TERM. The term (the "Term") of this Lease shall be twenty (20) years, commencing 1996 (the "Term Commencement Date") and ending 2016 (the "Expiration Date"), unless sooner terminated or extended pursuant to any provision hereof. 5. OPTIONS To EXTEND. a. County shall have two consecutive options to extend the Term for a period of five years each (each, an "Extension Option"), subject to the following conditions: i. Each Extension Option shall be exercised,if at all,by written notice of exercise given to Lessor by County not less than 180 days prior to the expiration of the Term, or, if applicable, the first extended term of this Lease. 21179626 ii. County shall not be in default under any of the terms, covenants or conditions of this Lease,either at the time County exercises an Extension Option or on the commencement date of the applicable extension period. iii. In addition to the conditions (i) and (ii) set forth above, County's right to exercise the second and final Extension Option is subject to County having exercised the first Extension Option. b. In the event an Extension Option is exercised in a timely fashion,the term of this Lease shall be extended for an additional five years, upon all of the terms and conditions of this Lease, provided that the Rent for each extension period shall be determined as set forth in Paragraph 6. 6. RENT. a. Base Rent. Commencing on , 1996, County shall pay to Lessor a monthly base rent(the "Base Rent")equal exactly to the aggregate sum of all payments of principal and interest due and payable from Lessor for such month on that certain loan to Lessor from Mechanics Bank in the original principal amount of Five Hundred and Fifty Thousand Dollars and No/100ths Dollars($550,000)(the"First Loan"). Such payments of Base Rent shall be paid monthly, in advance,and shall continue without deduction or offset for the first 84 months of the Term. On the 85th month of the Term,the final payment of Base Rent shall automatically adjust to an amount equal to the outstanding principal balance of the First Loan,together with any and all accrued and unpaid interest thereon. b. Adjustable Rent. Commencing on 1996, County shall pay to Lessor, in addition to Base Rent, a monthly adjustable rent(the "Adjustable Rent")equal exactly to the aggregate sum of all payments of accrued interest due and payable from Lessor for such month on that certain loan to Lessor from the West Contra Costa Unified School District in the original principal amount of Three Hundred Thousand Dollars and No/100ths Dollars($300,000)(the "Second Loan", and, together with the First Loan, collectively, the "Loans"). Such payments of Adjustable Rent shall be paid monthly,in advance, and shall continue without deduction or offset for the first 60 months of the Term. On the 61st month of the Term, the final payment of Adjustable Rent shall automatically adjust to an amount equal to the outstanding principal balance of the Second Loan, together with any and all accrued and unpaid interest thereon. C. Additional Rent. Commencing on , 1996, County shall pay to Lessor monthly as additional rent("Additional Rent") an amount equal to the sum of(a) 1/12th of Lessors estimated annual cost (including Lessors internal costs and costs incurred with third parties) for overhead and management, accounting, legal, insurance, taxes or other costs, as determined by generally accepted accounting practices, attributable to the ownership, operation and management of the Demised Premises, including this Lease, and(b) any and all other penalties, fines, interest, costs, fees and expenses incurred by Lessor in the event that County fails to perform any of its Lease obligations,including,without limitation,those incurred by Lessor if any late Rent payment by County should cause a late payment by Lessor under either of the Loans and those incurred as a result of Lessors exercise of its remedies of self-help under this Lease. All charges and other amounts required under this Lease shall be deemed to be Additional Rent, and Landlord will have the same remedies for a default in the payment of any Additional Rent as for a default in the payment of Base Rent or 21179626 2. L/ Adjustable Rent. It is understood and agreed that the Additional Rent for the first lease year is estimated to be AND NO/100 DOLLARS($ .00). County shall continue to pay Additional Rent as it becomes due, throughout the Term and during any and all extended periods of the Term, if any Extension Option should be exercised. Lessor shall furnish to County on or before the first day of August of each year following the commencement date,a statement showing in reasonable detail Lessor's estimated Additional Rent for the current lease year and Lessors actual cost for items included as Additional Rent for the preceding lease year. Within five business days of receipt of such statement, County shall pay as Additional Rent (in the case of an underpayment) or Lessor shall credit against the monthly Additional Rent payment next due from County (in the case of an overpayment) an amount equal to the difference between the actual Additional Rent due for the preceding lease year and the estimated amounts paid by County during said lease year. d. Grants and Gifts. It is understood and agreed that County, with Lessor's full support and cooperation, shall apply for a series of grants and gifts which shall be paid to Lessor for the purpose of reducing the balance of the Loans. As each grant or gift is received and applied by Lessor, in its sole discretion, to reduce the outstanding balance of either the First Loan or the Second Loan, the Rent(as hereinafter defined)shall be adjusted to reflect the application of such grant or gift against the outstanding balance of the appropriate Loan, and such adjustment shall correspond to whatever adjustment is made to the First Loan or Second Loan, as the case may be, by the relevant lender. e. Net Lease. This Lease is intended to be a net lease; and the Base Rent owing hereunder is to be paid by County absolutely net of all costs and expenses of any nature whatsoever in connection with the ownership and operation of the Demised Premises. The provisions of this Paragraph 6 regarding the payment of Adjustable Rent and Additional Rent are intended to pass on to County all such costs and expenses. f. Rent Payments. All payments of Base Rent,Adjustable Rent and Additional Rent for each rental payment period during the Term shall together constitute "Rent" for said rental payment period,and shall be paid by County in each rental payment period for and in consideration of the right to the use and occupancy, and continued quiet use and enjoyment of,the Demised Premises during each such period for which said Rent is to be paid. No acceptance by Lessor of any payments which are less than the total Rent due and owing shall be deemed a waiver of any default hereunder, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder. Each installment of Rent payable hereunder shall be paid in lawful money of the United States of America to or upon the order of: NORTHERN CALIFORNIA COUNCIL FOR THE COMMUNITY,INC. Attention: Accounting Division 50 California Street, Suite 200 San Francisco, CA 941114696 or such other place or places as the Lessor shall hereafter designate. Notwithstanding any dispute between Lessor and County, County shall make all Rent payments when due without deduction or 21179626 3. offset of any kind and shall not withhold any Rent payments pending the final resolution of such dispute. County covenants to take such action as may be necessary to include all Rent payments due hereunder in its annual budgets and to make the necessary annual appropriations for all such Rent payments. The covenants on the part of County herein contained shall be deemed to be and shall be construed to be duties imposed by law and it shall be the duty of each and every public official of County to take such action and do such things as are required by law in the performance of the official duty of such officials to enable County to carry out and perform the covenants and agreements in this Lease agreed to be carried out and performed by County. Nothing contained in this Lease shall prevent County from making from time to time reimbursements or advances to Lessor for any purpose now or hereafter authorized by law. County shall pay all other amounts of money and charges required to be paid by County under this Lease (including, without limitation, all reimbursements to paid to Lessor by County). g. Late Charge. If County fails to pay any Rent within five(5)business days after the date the same is due and payable,such unpaid amounts will be subject to a late payment charge equal to four percent(4%)of the unpaid amounts in each instance. The initials of the parties hereto below shall evidence that the late payment charge has been agreed upon by Lessor and County, after negotiation,as a reasonable estimate of the additional administrative costs and detriment that will be incurred by Lessor as a result of any such failure by County, the actual costs thereof being extremely difficult if not impossible to determine. The late payment charge constitutes liquidated damages to compensate Lessor for its damages resulting from such failure to pay and shall be paid to Lessor together with such unpaid amounts. Acceptance of such late payment charge by Lessor shall in no event constitute a waiver of County's default with respect to such overdue amount, nor prevent Lessor from exercising any of the other rights or remedies granted under this Lease. County Lessor h. Late Interest. Any amount due to Lessor, if not paid when due, shall bear interest from the date due until paid at the rate announced by Bank of America National Trust and Savings Association,at its San Francisco,California,headquarters as its"reference rate" plus two percent(2%); provided that interest shall not be payable on late charges incurred by County nor on any amounts upon which late charges are paid by County to the extent such interest would cause the total interest to be in excess of that legally permitted. Payment of interest shall not excuse or cure any default hereunder by County. 7. USE. a. Use Of Demised Premises. The Demised Premises shall be used during the Term and any extension thereof by the County for the provision of services to families and children through County's Head Start and Child Development Programs. County shall use the Demised Premises for no other purpose, except as Lessor may approve in its sole discretion, and which purpose shall not exceed Lessor's corporate purposes, as evidenced in Lessor's articles of incorporation and bylaws. 21179626 4. b. Compliance With Law. County shall, at County's expense, comply promptly with all applicable statutes,ordinances, rules, regulations,orders, restrictions of record, and requirements in effect during the Tenn or any part of the Term regulating the condition of the Demised Premises or the use thereof by County. County shall not commit,or suffer to be committed, any waste upon the Demised Premises, or any nuisance or other act or thing which may impair the value and use of the Demised Premises. County shall not do anything, or permit anything to be done, in or about any part of the Demised Premises which would: (a)invalidate, or be in conflict with,the provisions of,or cause any increase in the applicable rates for, any fire or other insurance policies covering any part of the Demised Premises or any property located therein; (b)result in a refusal by fire insurance companies of good standing to insure the Demised Premises or any such property in amounts reasonably satisfactory to Lessor; or(c)subject Lessor to any liability or responsibility for injury to any person or property by reason of any business operation being conducted in the Demised Premises. County, at County's expense,shall comply with all rules, orders,regulations or requirements of the American Insurance Association(formerly the National Board of Fire Underwriters)and with any similar body that shall hereafter perform the function of such Association. C. Hazardous Substances. County shall not use, generate,manufacture,produce, store, treat,dispose or permit to escape,on, under, about or from the Demised Premises, or any part hereof, any Hazardous Substances. County agrees to defend(by counsel reasonably satisfactory to Lessor), save, protect, indemnify and hold Lessor harmless from and against all liabilities, claims, actions, foreseeable and unforeseeable, consequential damages, costs, and expenses(including sums paid in settlement of claims and all consultant,expert and legal fees and expenses of Lessor's counsel)or loss directly or indirectly arising out of or resulting from the presence of any Hazardous Substance in, on, or around any part of the Demised Premises or in the soil, groundwater or soil vapor on or under the Demised Premises,from any cause, and irrespective of whether the same is caused by County or any third party,or any resulting damages or injuries to the person or property of any third parties or to any natural resources, unless such damages exist solely as a result of the gross negligence or willful misconduct of Lessor. As used herein, a "Hazardous Substance" is defined to mean any substance, material or waste, including asbestos and petroleum (including crude oil or any fraction thereof), which is or be designated, classified or regulated as being "toxic", "hazardous", a "pollutant" or similar designation under any federal, state or local law,regulation or ordinance. Upon having knowledge thereof,County shall immediately notify Lessor in writing of any of the following: any regulatory action that has been instituted, or threatened by any governmental agency or court with respect to County that relates to any actual,proposed or threatened use, storage, treatment,existence,release,emission, discharge, generation, manufacture, disposal or transportation of any Hazardous Substance from,into,on,under or about the Demised Premises,or any other activity or occurrence that causes or would cause any such event to exist(each, an "Environmental Activity"); any claim relating to any Environmental Activity by County in, on or about the Demised Premises, or that arises out of or in connection with any Hazardous Substance in,on,under or about the Demised Premises or removed from the Demised Premises; or any actual or threatened material release on, under or about the Demised Premises or any adjacent property of any Hazardous Substance, except any Hazardous Substance the discharge or emission of which is expressly authorized by and in compliance with a permit issued by a federal, state,regional or local governmental agency pursuant to applicable requirements. County shall provide Lessor with copies of any communications with 21179626 S. c. i3 y federal, state, regional or local governments, agencies or courts with respect to any Environmental Activity relating to the Demised Premises and any communications with any third party relating to any claim made or threatened with respect to any Environmental Activity by County in,on or about the Demised Premises. 8. CONDITION OF PREMISES. County agrees that it is leasing the Demised Premises in an"As Is" condition without warranty or representation by the Lessor or the Lessor's officers, agents or employees, and solely in reliance on its own examination of the Demised Premises, and any investigation of such matters as County may deem appropriate, including but not limited to the physical characteristics of the Demised Premises such as the drainage, soils conditions, existing paving, utilities, the interior/exterior and structure of all improvements. To the extent permitted by law, County agrees to defend (by counsel reasonably satisfactory to Lessor),indemnify and hold hamrless Lessor,its officers, agents and employees from and against any and all claims, demands, damages, costs, expenses, liabilities, suits, interest, fines, penalties, judgments,liens,charges,and costs of defense,arising from or in connection with any defects existing in the Demised Premises. 9. MAINTENANCE,UTILITIES. During the Tema,the cost of all maintenance,repair and replacement, whether capital in nature or otherwise,structural and nonstructural, both ordinary and extraordinary, of the Demised Premises and every part thereof shall be the sole responsibility of County, which shall at all times maintain or otherwise arrange for the maintenance of the Demised Premises in first-class condition. County shall pay for and otherwise arrange for the payment of the costs of the repair and replacement of the Demised Premises resulting from any cause whatsoever, including, without limitation,ordinary wear and tear or want of care on the part of County and shall pay for or otherwise arrange for the payment of all insurance policies required to be maintained with respect to the Demised Premises. County shall pay for or otherwise arrange for the payment of all utility services supplied to the Demised Premises, together with all taxes thereon. It is intended by the parties hereto that Lessor have no obligation, in any manner whatsoever, to repair or maintain the Demised Premises or any part thereof, whether structural or nonstructural, all of which obligations are intended to be that of County. County expressly waives the benefit of any statute now or hereinafter in effect which would otherwise afford County the right to make repairs at Lessor's expense or terminate this Lease because of Lessor's failure to keep the Demised Premises in good order,condition and repair. County waives the benefits of Subsections I and 2 of Section 1932 of the California Civil Code. 10. TAXES AND ASSESSMENTS. a. Real Property Taxes. During the Term, County shall also pay directly, before delinquency,such amounts, if any, in each year as shall be required by Lessor for the payment of all property taxes and assessments, together with any penalties, fines or interest thereon, including, without limitation,penalties,fines or interest arising out of any delay or failure by County to pay any 21179626 6. of the foregoing hereinafter levied or imposed against the Demised Premises or any part thereof by any governmental authority. All amounts payable by County to Lessor under this Lease shall constitute Additional Rent. As used herein, the term "property tax" shall include any form of assessment, license fee, commercial rental tax, levy,penalty,or tax (other than inheritance or estate taxes),imposed by any authority having the direct or indirect power to tax,including any city,county, state or federal government, or any.school, agricultural, lighting, drainage or other improvement district thereof, as against any legal or equitable interest of Lessor in the Demised Premises or in the real property of which the Demised Premises are a part, as against Lessor's right to rent or other income therefrom,or as against Lessor's business of leasing the Demised Premises or any tax imposed in substitution,partially or totally,of any tax previously included within the definition of real property tax, or any additional tax the nature of which was previously included within the definition of real property tax. b. Personal Property Taxes. County shall pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of County contained in the Demised Premises or elsewhere. When possible, County shall cause said trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. 11. SURRENDER OF DEMISED PREMISES. On the last day of the term of this Lease, or the sooner termination of this Lease, County will peaceably and quietly surrender the Demised Premises to Lessor in the same condition as when received, broom clean, ordinary wear and tear excepted. 12. ALTERATIONS AND ADDITIONS. a. County shall not, without Lessor's prior written consent, which shall not be unreasonably withheld,make any alterations, improvements or additions in, on or about the Demised Premises, except for nonstructural alterations not exceeding One Thousand Dollars ($1,000.00) in cost. Lessor may require that County remove any or all of said alterations, improvements or additions at the expiration of the Term, and restore the Demised Premises to their prior condition. Should County make any alterations,improvements or additions without the prior approval of Lessor,Lessor may require that County remove any or all of the same. b. All alterations, improvements or additions made by County in or about the Demised Premises shall be constructed in a first-class manner and shall be in compliance with all applicable laws, rules, regulations and codes. Any alterations, improvements or additions in or about the Demised Premises which require the consent of Lessor shall be presented by County to Lessor in written form, with proposed detailed plans. If Lessor shall give its consent the consent shall be deemed conditioned upon County acquiring any required permit to do so from appropriate governmental agencies,the furnishing of a copy thereof to Lessor prior to the commencement of the work and the compliancy by County of all conditions of said permit in a prompt and expeditious manner. C. County shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for County at or for use in the Demised Premises,which claims are or may 21179626 7. be secured by any mechanics' or materialmen's lien against the Demised Premises or any interest therein. County agrees to defend(by counsel reasonably satisfactory to Lessor), indemnify and save harmless Lessor from all liens,claims or demands arising out of work performed, materials furnished or obligations incurred by or for County or its permitted assigns upon said Demised Premises during the Term,and agrees not to suffer any such lien or other lien to be created. County shall give Lessor not less than ten(10)days' notice prior to the commencement of any work in the Demised Prcmises, and Lessor shall have the right to post notices of nonresponsibility in or on the Demised Premises as provided by law. If County shall,in good faith,contest the validity of any such lien,claim or demand, then County shall, at its sole expense defend itself and Lessor against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof against Lessor or the Demised Premises,upon the condition that if Lessor shall require, County shall furnish to Lessor a surety bond satisfactory to Lessor in an amount equal to such contested lien, claim or demand indemnifying Lessor against liability for the same and holding the Demised Premises free from the effect of such lien or claim. In addition,Lessor may require County to defend Lessor in such action if Lessor shall decide it is to its best interest to do so. d. Unless Lessor requires their removal, all alterations, improvements and additions which may be made on the Demised Premises(except movable furniture and trade fixtures) shall become at once a part of the Demised Premises and belong to Lessor, shall become the property of Lessor and remain upon and be surrendered with the Demised Premises at the expiration of the Term. 13. I1vsuRAINCE. a. Fire And Extended Coverage Insurance. County shall, at its sole expense,procure or cause to be procured and maintain or cause to be maintained(including, without limitation thereby, cause Lessor to procure and maintain, at County's sole expense, which Lessor shall in all cases do, without fee, expense or charge, upon written request of County), throughout the Term, insurance against loss or damage to any structures constituting any part of the Demised Premises by fire and lightning,with special form coverage insurance. Said special form coverage insurance shall cover loss or damage by explosion,windstorm,riot, aircraft vehicle damage, smoke, earthquake and such other hazards as Lessor may reasonably request,and shall provide for payment of loss thereunder to Lessor or to the holders of mortgages or deeds of trust on the Demised Premises as their interests may appear. Such insurance shall be in an amount at least equal to the full replacement cost(without deduction for depreciation)of all structures constituting any part of the Demised Premises, including any demolition and/or building upgrades required by building ordinance, and excluding the cost of excavations, of grading and filling, and of the land, except that such insurance may be subject to deductible clauses for any one loss not to exceed $25,000.00. In all instances, County shall be responsible for the payment of any and all insurance deductibles. In the event of any damage to or destruction of any part of the Demised Premises,unless the holder of Lessors mortgages or deeds of trust on the Demised Premises shall otherwise require,Lessor shall distribute to County such part of any insurance proceeds paid as a result of such damage or destruction as may be necessary in order for County to fulfill its repair obligations pursuant to Paragraph 14, which distribution shall be in such a manner to satisfactorily ensure that all such proceeds are utilized for repair,reconstruction or replacement of the Demised Premises to at least the same good order,repair, and condition as it was in prior to the damage or destruction,insofar as the 21179626 8. O. -2Y same may be accomplished by the use of said proceeds. In the event that insurance proceeds are not available or adequate to repair,reconstruct or repair the Demised Premises as set forth above, County shall,at its sole cost and expense complete such repair, reconstruction or repair. Any and all excess insurance proceeds shall be the sole property of Lessor. b. Liability Insurance. Except as hereinafter provided, County shall, throughout the Term, at its sole expense, either institute a program of self-insurance or procure or cause to be procured and maintain or cause to be maintained(including, without limitation thereby, cause Lessor to procure and maintain, at County's sole expense, which Lessor shall in all cases do, without fee, expense or charge,upon written request of County) a standard commercial general liability insurance policy or policies in protection of County and of Lessor, its officers, its agents, and employees, indemnifying said parties against all direct or contingent loss or liability for damages for bodily injury, personal injury,death or property damage occasioned by reason of County's occupancy or operation of the Demised Premises and naming the County as insured, with minimum liability limits of Three Million and No/100 Dollars ($3,000,000.00) for personal injury or death, in a minimum amount of Three Million and No/100 Dollars $3,000,000.00) for personal and advertising injury liability, in a minimum amount of Three Million and No/100 Dollars($3,000,000.00)per occurrence and aggregate products liability, and in a minimum amount of Three Million and No/100 Dollars ($3,000,000.00) (subject to a deductible clause of not to exceed Twenty Five Thousand and No/100 Dollars ($25,000.00))for damage to property resulting from each accident or event. Such public liability and property damage insurance may, however, be in the form of a single-limit policy in the amount of Three Million and No/100 Dollars ($3,000,000.00) covering all such risks. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance carried by County; provided that any such insurance shall assign to the Demised Premises a separate aggregate coverage of$3,000,000.00. If County self-insures, it shall establish reserves sufficient, in accordance with generally accepted principles of self-insurance,to cover the losses which would otherwise be covered by the commercial policies herein described and shall provide Lessor with reasonable evidence of County's self-insurance program. In all instances, County shall be responsible for the payment of any and all insurance deductibles. C. Business Income Insurance. County, at its sole expense, shall procure or cause to be procured and maintain or cause to be maintained throughout the Term,business income insurance to cover loss, total or partial, of the rental income from, or the use of, the Demised Premises as the result of any of the hazards covered by the insurance required by this Paragraph 13, in an amount sufficient to pay the part of the total Rent hereunder attributable to the portion of the Demised Premises rendered unusable (determined by reference to the proportion which the rental cost of such portion bears to the rental cost of the Demised Premises) for the period of time required to repair or replace such portion,commencing with the date of such damage or destruction and not limited by the date of expiration of the insurance policy. d. Form Of Insurance Policies. Insurance required hereunder shall be in companies holding a "General Policyholders Rating" of"A" or better. County shall deliver to Lessor copies of policies of such insurance or certificates evidencing the existence and amounts of such insurance with loss payable clauses satisfactory to Lessor upon execution hereof and as hereinafter required. All policies of insurance required by this Lease shall name County as insured, Lessor as an additional insured, and Lessor's mortgagees as loss payees, and provide that both Lessor and County shall be given thirty (30) days notice prior to each expiration thereof or any effective cancellation thereof, 21179626 9. reduction of the coverage provided thereby or other modification thereof. County shall, within ten (10) days prior to the expiration of such policies, furnish Lessor with renewals or"binders" thereof. County shall not do or permit to be done anything which shall increase the cost of the insurance policies required herein. If County does or permits to be done anything which shall increase the cost of said insurance policies, then County shall forthwith upon Lessor's demand, reimburse Lessor for any additional premiums attributable to any act or omission or operation of County causing such increase in the cost of insurance. If, at any time, in the reasonable opinion of Lessor,the amount of liability insurance required hereunder is not adequate, County shall increase said insurance coverage as required by Lessor. However,the failure of Lessor to require any additional insurance coverage shall not be deemed to relieve County from any obligations under this Lease. County shall pay when due the premiums for all insurance policies required by this Lease, and shall deliver certificates of insurance to Lessor when such insurance is issued or amended. Lessor may, but is not required to, secure replacement coverage for any insurance required hereunder if County fails to do so, and all amounts so advanced by Lessor shall be Additional Rent due and payable on demand and bearing interest at the rate announced by the Bank of America National Trust and Savings Association, at its San Francisco,California,headquarters as its"reference rate" plus three percent(3%)or the maximum lawful rate, whichever is lower, from the date of demand. e. Waiver Of Subrogation. County and Lessor each hereby waive any and all rights of recovery against the other,or against the officers, employees, agents and representatives of the other, for loss of or damage of such waiving party or its property or the property of others under its control to the extent that such loss or damage is insured against under any casualty insurance policy in force at the time of such loss or damages. The insuring party shall,upon obtaining the policies of insurance required hereunder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease. E Lessor Not Liable. Lessor, its officers, agents and employees shall not be liable to County (and County hereby waives and releases any claim against Lessor) or to any other party whomsoever for any death,injury or damage that may result to any person or property by or from any cause whatsoever in,on or about the Demised Premises. County shall defend(by counsel reasonably satisfactory to Lessor), indemnify and hold Lessor and its agents and employees harmless from, and defend each of them against,any and all claims, demands, damages, costs, expenses, liabilities, suits, interest,fines,penalties,judgments,liens,charges, and costs of defense, including, without limitation, reasonable attorneys'fees and costs,resulting from or in connection with the death of or injury to any person or damage to property whatsoever occurring,and however caused, in,on or about the Demised Premises. County,as a material part of the consideration to Lessor,hereby assumes all risk of damage to property or injury to persons, in, upon ori about the Demised Premises arising from any cause not the willful act or omission of Lessor or Lessor's officers, agents and representatives, and County hereby waives and releases all claims in respect thereof against Lessor and Lessor's officers, agents and representatives. g. Exception Of Lessor From Liability. County hereby agrees that Lessor shall not be liable for injury to County's business or any loss of income therefrom or for damage to the goods, ware,merchandise or other property of County,County's employees, invitees, customers,or any other person in or about the Demised Premises,nor shall Lessor be liable for injury to the person of County, County's employees,agents or contractors,whether such damage or injury is caused by or results from fire,steam, electricity, gas, water or rain, or from the breakage, leakage,obstruction or other defects 21179626 10. of pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures, or from any other cause not the willful act or omission of Lessor, whether the said damage or injury results from conditions arising upon the Demised Premises or from the operation of the business. 14. DAMAGE,DESTRUCTION,OBLIGATION TO REBUILD. a. County's Obligation To Rebuild. In the event that some or all of the improvements constituting a part of the Demised Premises or the Demised Premises itself are damaged or destroyed, partially or totally from any cause whatsoever,whether or not such damage or destruction is covered by insurance required to be maintained under Paragraph 13 hereof,then County shall repair,restore and rebuild the Demised Premises to its condition existing immediately prior to such damage or destruction and this Lease shall remain in full force and effect. Such repair,restoration and rebuilding (all of which are herein called "repair") shall be commenced within a reasonable time after such damage or destruction has occurred and shall be diligently pursued to completion. b. Insurance Proceeds. The proceeds of any insurance maintained under Paragraph 13 hereof shall be made available to County for payment of costs and expense of repair, subject to the provisions of Paragraph 11 and subject to fiuther reasonable conditions, including, but not limited to architect's certification of cost, retention of a percentage of such proceeds pending recordation of a notice of completion, and a lien and completion bond to insure against mechanics or materialmen's liens arising out of the repair and to insure completion of the repair, all at the expense of County. In the event the insurance proceeds are insufficient to cover the cost of repair, then any amounts required over the amount of the insurance proceeds received that are required to compete said repair shall be paid by County. C. No Abatement Of Rent. Notwithstanding the partial or total destruction of the Demised Premises and any part thereof, and notwithstanding whether the casualty is insured or not, there shall be no abatement of rent or of any other obligation of County hereunder by reason of such damage or destruction. d. Waiver. County waives the provisions of California Civil Code Sections 1932(2) and 1933(4)which relate to termination of leases when the thing leased is destroyed by acts of God and agrees that such event shall be governed by the terms of this Lease. e. Lessor's Obligation To Rebuild. If the Demised Premises are damaged by fire or other perils,Lessor shall have no obligation to rebuild the Demised Premises. f. Eminent Domain. If County or Lessor shall at any time receive any form of notice or advice,verbal or written, from any public or quasi-public authority, governmental agency,private corporation or individual having or granted authority to exercise the power of eminent domain (herein collectively the"Condemnor"), in form or substance capable of creating an expectation or belief that such Condemnor has or will take steps necessary to obtain the whole of or any part of the Demised Premises by exercise of its power of eminent domain or by purchase in lieu of the exercise of its power of eminent domain(in either case a "Taking"),then the party receiving such notice shall immediately provide the other with a copy of the notice or advice, if written,or with an accurate, complete written summary of the form and substance of such notice if verbal. If the whole of the Demised Premises 21179626 11. is the subject of a Taking, then the County may, at its sole option, continue to occupy the Demised Premises until physical possession is transferred to the Condemnor. In the event that all or any part of the Demised Premises shall be subject to a Taking,any and all awards shall be applied first to the payment of either or both of the Loans, in such order as Lessor shall determine,in its sole and absolute discretion,provided that if only part of the Demised Premises shall be the subject of a Taking,and the Lease is not terminated as next provided,there shall be made available to County from such funds such amounts as reasonably may be necessary to restore the Demised Premises remaining to a complete architectural whole;and County shall be obligated to effect such restoration and bear the costs thereof to the extent such costs exceed fund received. In the event that the subject of the Taking is all of the Demised Premises or such part thereof as the balance remaining is not suitable for the continued permitted uses thereof by County, as reasonably determined by County, this Lease shall terminate as of the date physical possession is delivered to the Condemnor. Upon termination,any amounts remaining unpaid under the Loans, after application of the awards thereto by Lessor shall be paid and discharged by County. Any excess of the awards after payment and discharge of the Loans shall be divided equally between County and Lessor. If all or any portion of the Demised Premises shall be taken under the power of eminent domain for a limited period of time, this Lease shall remain in full force and effect with no abatement of Rent, and in such event, County and Lessor shall apply that portion of the condemnation award remaining,if any,after any application by Lessor of such sums to payment of the Loans,to the repair, reconstruction or restoration of the Demised Premises. County hereby waives and releases any right to terminate this Lease in whole or in part under Sections 1265.120 and 1265.130 of the California Code of Civil Procedure or under any similar law, statute or ordinance now or hereafter in effect. 15. ASSIGNMENT AND SUBLETTING. a. Lessor's Consent Required. County shall not voluntarily or by operation of law assign,transfer,mortgage,sublet,or otherwise transfer or encumber all or any part of County's interest in this Lease or in the Demised Premises, without Lessor's prior written consent, which may be withheld in Lessor's sole discretion. In no event shall County transfer or attempt to transfer any interest in the Demised Premises to any assignee, sublessee or any other transferee for any use which would violate any of Lessor's charter documents or in any way cause Lessor to lose its tax-exempt status. Any such attempted assignment,transfer,mortgage, encumbrance or subletting shall be void, and shall constitute a breach of this Lease. b. No Release Of County. Regardless of Lessor's consent,no subletting or assignment shall release County of the obligations or alter the primary liability of County to pay the rent and to perform all of County's obligations hereunder. The acceptance of rent by Lessor from any other person shall not be deemed to be a waiver by Lessor of any provision hereof. Consent to one assignment or subletting shall not be deemed consent to any subsequent assignment or subletting. In the event of default by any assignee of County or any successor of County,in the performance of any of the terms hereof,Lessor may proceed directly against County without time necessity of exhausting 21179626 12. remedies against said assignee. Lessor may consent to subsequent assignments or subletting of this Lease or amendments or modifications to this Lease with assignees of County, without notifying County,or any successor and such action shall not relieve County of liability under this Lease. C. Attorney's Fees. In the event County shall assign or sublet the Demised Premises or request the consent of Lessor to any assignment or subletting,or if County shall request the consent of Lessor for any act that County proposes to do,then County shall pay Lessor's reasonable costs and expenses in connection therewith, including,without limitation, attorney's fees. 16. DEFAULTS: REMEDIES. a. Defaults. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by County: i. failure by County to pay any Rent payable hereunder within five(5)business days after the same is due and payable; ii, failure by County to cure any breach hereunder or to keep,observe or perform any term,covenant or condition contained herein to be kept or performed by County (other than the payment of Rent)within thirty (30)days after notice from Lessor specifying in reasonably sufficient detail the nature of said breach,or,with respect to any such breach that by its nature cannot reasonably be cured within such thirty(30)day period, then within such additional time as necessary to cure (but not to exceed a total of seventy-five (75) days from notice of such breach),provided that County has commenced with due diligence and dispatch the curing of such breach within said thirty (30) day period and thereafter continues with due diligence and dispatch to cure such breach; iii. (A) The making by County of any general assignment,or general arrangement for the benefit of creditors; (B)the filing by or against County or its affiliated corporations or other form of business entities engaged in the operation of County's business of a petition to have County adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy(unless, in the case of a petition filed against County, the same is dismissed within thirty (30)days);(C)the appointment of a trustee or receiver to take possession of any all of County's assets located at the Demised Premises or of County's interest in this Lease, where possession is not restored to County within thirty (30) days; or (D) the attachment, execution or other judicial seizure of substantially all of County's assets located at the Demised Premises, or of County's interest in this Lease,where such seizure is not discharged within thirty (30) days; iv. The discovery by Lessor that any financial statement given to Lessor by County,any assignee of County,any subtenant of County, any successor in interest of County or any guarantor of County's obligations hereunder("Guarantor"), and any of them, are materially false; V. If County or Guarantor shall become insolvent or make an assignment for the benefit of creditors or if there shall be filed against or by County or any Guarantor in any Court, pursuant to any statute either of the United States or of any state, a petition in bankruptcy or insolvency or for arrangement or reorganization or for the appointment of a receiver or trustee of all or a portion of County's or Guarantor's property and it is not discharged within thirty (30)days after filing;or in the case of a filing under Title 11 of the United States Code(the Federal Bankruptcy Act), 21179626 13. if this Lease is not assumed within sixty(60)days after filing,then upon the occurrence of any of such foregoing events, this Lease shall automatically and as a matter of law, be deemed to have been canceled,terminated,expired and rejected in which event neither County nor any successor claiming through or under County by virtue of any statute or of an order of any court shall be entitled to acquire or remain in possession of the Demised Premises, and Lessor shall have no further liability hereunder and County or any such successor, if in possession, shall forthwith quit and surrender the Demised Premises. If this Lease shall be so canceled or terminated,Lessor, in addition to the other rights and remedies of Lessor by virtue of any other provision herein or elsewhere in this Lease contained or by virtue of any statute or rule of law,may retain and apply to damages incurred by Lessor, any Rent or other monies received by Lessor from County;or Vi. County shall abandon or vacate any part of the Demised Premises except as otherwise permitted in this Lease. b. Remedies. Upon the occurrence of a default by County which is not cured by County within the applicable grace period specified above (each, an "Event of Default" or "Default"),Lessor shall have the following rights and remedies in addition to all other rights or remedies available to Lessor at law or in equity: i. The rights and remedies provided by California Civil Code Section 1951.2, including, but not limited to, the right to terminate County's right to possession of the Demised Premises and to recover the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of rental loss for the same period that the County proves could be reasonably avoided, as computed pursuant to subsection (b)of said Section 1951.2. In the event of such termination,Lessor shall have the right to terminate this Lease and to re-enter and to take possession of the Demised Premises in any lawful manner and to remove all persons in possession thereof and all personal property whatsoever situated upon the Demised Premises and to place such personal property in storage warehouse or other suitable place in the State of California. In the event of such lawful termination, County agrees to immediately surrender possession of the Demised Premises in good order, condition, and repair, reasonable wear and tear excepted, without hindrance. County shall pay upon demand therefor Lessor's removal and storage costs, and attorneys' costs incurred in connection with any of the foregoing. ii. The rights and remedies provided by California Civil Code Section 1951.4, which allows Lessor to continue this Lease in effect and to enforce all of its rights and remedies under this Lease, including the right to recover rent as it becomes due, for so long as Lessor does not terminate County's right to possession. Acts of maintenance or preservation, efforts to relet the Demised Premises or the appointment of a receiver upon Lessor's initiative to protect its interest under this Lease shall not constitute a termination of County's right to possession. If Lessor exercises its rights under California Civil Code Section 1951.4, Lessor as attomey-in-fact for County may from time to time sublet the Demised Premises or any part thereof for such term or terms (which may extend beyond the Term)and at such rent and upon such other terms as Lessor in its sole discretion may deem advisable, with the right to make alterations and repairs to the Demised Premises. Upon each such subletting,County shall be immediately liable for payment to Lessor of, in addition to Base Rent and Additional Charges due hereunder,the cost of such subletting and such alterations and repairs incurred by Lessor and the amount, if any,by which the Base Rent and Additional Charges owing hereunder for the period of such subletting (to the extent such period does not exceed the Term) exceeds the 21179626 14. amount to be paid as Rent for the Demised Premises for such period pursuant to such subletting. For all purposes set forth in this Paragraph 16(b)(ii), Lessor is hereby irrevocably appointed attorney-in-fact for County,with power of substitution. No taking possession of the Demised Premises by Lessor as attorney-in-fact for County shall be construed as an election on Lessor's part to terminate this Lease or County's right to possession unless a written notice of such intention is given to County. No action taken by Lessor pursuant to this Paragraph 16(b)(ii)shall be deemed a waiver of any default by County and, notwithstanding any such subletting without termination, Lessor may at any time thereafter elect to terminate this Lease for such previous default. iii. The right to have a receiver appointed for County upon application by Lessor to take possession of the Demised Premises and to apply any rental collected from the Demised Premises and to exercise all other rights and remedies granted to Lessor as attorney-in-fact for County pursuant to Paragraph 16(b)(ii)hereof. iv. The right to pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the State of California. C. Waiver and Release. County hereby waives and releases any and all claims for damages caused or which may be caused by Lessor in re-entering and taking possession of the Demised Premises as herein provided. In addition, County hereby agrees to defend (by counsel reasonably satisfactory to Lessor), indemnify and save harmless Lessor and Lessor's officers, agents and employees from and against any and all claims, demands, damages, costs, expenses, liabilities, suits, interest, fines,penalties,judgments, liens, charges, and costs of defense, including reasonable attorneys' fees and costs arising out of, in connection with, or incident to any re-entry upon and re- letting of the Demised Premises and removal and storage of any personal property, except resulting from the gross negligence of the Lessor. The County agrees that the terms of this Lease constitute full and sufficient notice of the right of the Lessor to re-let the Demised Premises in the event of such re- entry. d. Attorneys Fees. In the event Lessor shall prevail in any legal efforts to recover possession of the Demised Premises or to enforce any of the terms and provisions of this Lease, County agrees to pay a reasonable amount as and for attorneys' fees incurred by Lessor in attempting to enforce any of the remedies available to Lessor hereunder, whether or not a lawsuit has been filed and whether or not it culminates in a judgment. e. Lessor's Right To Cure County's Defaults. If County shall default in the performance of its obligations under this Lease,Lessor at any time thereafter and without notice may remedy such default for County's account and at County's expense without thereby waiving such default or any rights or remedies of Lessor on account of such default. County shall pay to Lessor upon demand all sums expended by Lessor, and all other costs, damages, expenses or liabilities incurred by Lessor, including, without limitation,reasonable attorneys' fees and costs, in remedying or attempting to remedy such default. County's obligations under this Paragraph 16(e)shall survive the termination of this Lease. 17. QUIET ENJOYMENT. 21179626 15. The parties hereto mutually covenant that County, so long as it keeps and performs the covenants and agreements herein contained and is not in default hereunder, shall at all times during the Term peaceably and quietly have,hold, and enjoy the Demised Premises without suit, trouble or hindrance from Lessor or any person claiming title through Lessor. 18. ESTOPPEL CERTIFICATE. a. County shall at any time upon not less than ten (10) days' prior written notice from Lessor execute,acknowledge and deliver to Lessor a statement in writing(i)certifying that this Lease is unmodified and in full force and effect(or, if modified, stating the nature of such modification and certifying that this Lease,as so modified, is in full force and effect)and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to County's knowledge, any uncured defaults on the part of Lessor hereunder,or specifying such defaults if any are claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrances of the Demised Premises. b. County's failure to deliver such statement within such time shall be conclusive upon County(i)that this Lease is in full force and effect,without modification except as may be represented by Lessor;(ii)that there are not uncured defaults in Lessor's performance; and(iii)that not more than one month's rent has been paid in advance, or such failure may be considered by Lessor as a default by County under this Lease. C. If Lessor desires to finance or refinance the Demised Premises, or any part thereof, County hereby agrees to deliver to any lender designated by Lessor such financial statements of County as may be reasonably required by such lender. Such statements shall include the past three (3)years'financial statements of County. All such financial statements shall be received in confidence and shall be used only or the purposes herein set forth. 19. NOTICES. All notices given hereunder shall be in writing and shall be deemed to have been given if personally delivered, deposited with a reputable overnight courier 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: LESSOR: NORTHERN CALIFORNIA COUNCIL FOR THE COMMUNITY, INC. Attention: Accounting Division 50 California Street, Suite 200 San Francisco, CA 94111;4696 County: County of Contra Costa General Services Department Lease Management Division 1220 Morello Avenue, Suite 100 Martinez, CA 94553 20. GENERAL PROVISIONS. 21179626 16. a. Lessor's Liability. The term "Lessor" as used herein shall mean only the owner or owners at the time in question of the fee title or a tenant's interest in a ground lease of the Demised Premises. In the event of any transfer of such title or interest,Lessor herein named (and in case of any subsequent transfers the then grantor) shall be relieved from and after the date of such transfer of all liability as respects Lessor's obligations thereafter to be performed, provided that any funds in the hands of Lessor or the then grantor at the time of such transfer, in which County has an interest, shall be delivered to the grantee. The obligations contained in this Lease to be performed by Lessor shall, except as aforesaid,be binding on Lessors successors and assigns,only during their respective periods of ownership. b. Severability. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. C. Captions. The captions preceding the articles of this Lease have been inserted solely as a matter of convenience and such captions in no way define or limit the scope or intent of any provision of this Lease. d. Exhibits And Attachments. Any and all exhibits attached hereto are incorporated herein by this reference. e. Time Is Of The Essence. Time is of the essence of each and all of the terms and provisions of this Lease. f. 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 as permitted hereunder. Nothing herein shall be construed in any way to expand or modify any provision of Paragraph 15. g. Waiver. Failure of Lessor to take advantage of any default on the part of County,or of County to take advantage of any default of Lessor,shall not be,or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this Lease be construed to waive or to lessen the right of the party to whom the obligation is to be performed to insist upon full performance thereof, or to exercise any rights given such party on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance or payment of Rent hereunder shall not be, nor be construed to be, a waiver of any term, covenant or condition of this Lease. h. Incorporation Of Prior Agreements;Amendments. Neither party has relied on any promise or representation not contained in this Lease. This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease may be modified only in writing, signed by the parties in interest at the time of the modification. i. Recording. A memorandum of lease shall be executed and recorded by the parties hereto. This will be in lieu of recording the entire instrument. Upon termination of this Lease, County shall execute a quitclaim deed to Lessor to clear this Lease from Lessor's title. 21179626 17. j. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. k. Covenants And Conditions. Each provision of this Lease performable by County shall be deemed both a covenant and a condition. 1. Subordination. i. This Lease, at Lessor's option, shall be subordinate to any ground lease, mortgage,deed of trust,or any other hypothecation for security now or hereafter placed upon the real property of which the Demised Premises are a part and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination,County's right to quiet possession of the Demised Premises shall not be disturbed if County isnot in default and so long as County shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms; and ii. County agrees to execute any documents required to effectuate such subordination within ten(10)days after written demand,does hereby make, constitute and irrevocably appoint Lessor as County's attorney in fact and in County's name,place and stead,to do so. M. Lessor's Access. Lessor and Lessors agents shall have the right to enter the Demised Premises at reasonable times for the purpose of inspecting the same, showing the same to prospective purchasers,or lenders,or lessees, and making such alterations,repairs, improvements or additions to the Demised Premises as Lessor may deem necessary or desirable. Lessor may at any time place on or about the Demised Premises any ordinary "For Sale" signs and Lessor may at any time during the last one hundred twenty (120) days of the terms hereof place on or about the Demised Premises any ordinary "For Lease" signs, all without rebate of rent or liability to County. n. Signs And Auctions. County shall not place any sign upon the Demised Premises or conduct any auction thereon without Lessor's prior written consent, o. Merger. The voluntary or other surrender of this Lease by County, or a mutual cancellation thereof, or a termination by Lessor, shall not work a merger, and shall, at the option of Lessor, terminate all of any existing subtenancies or may, at the option of Lessor, operate as an assignment to Lessor of any or all of such subtenancies. COUNTY LESSOR COUNTY OF CONTRA COSTA, a political NORTHERN CALIFORNIA COUNCIL FOR subdivision of the State of California THE COMMUNITY,INC. By By Director of General Services 21179626 Ig. RECOMMENDED FOR APPROVAL: By By By Deputy County Administrator By By Director of Community Services . By Deputy General Services Director By Lease Manager APPROVED As To FORM: VICTOR J.WESTMAN, County Counsel By Deputy 21179626 19. EXHIBIT A SITE PLAN x saw 14 tj + olr�cct _ • (- �LIMOG2G�RTGt+ UNIT cR v I � CR O. TOiLLT 4Mt/, • !y Y41! G 1 1 r .gyp CG L► r �4 Z 1 0 sulzr4trrc rLAY42OUNd 1 r tit u UM)MRY -Of AREAS � � � 6�S1tD+►+6S AREA t! s ♦ I W4oc11atXTEW UmIT A 1750 i tt�liRO�+•+i UNIT b 3276 TD+L<,T [ltoMt LIMIT G 641. rAtta6(•(t L6fly Tor^L ACKA LSSii o+ • ToT^L KITE ,IAEACIL • s,[.4 ACLLS B ALBOA SCHOOL IR i C 0 r10N b S=poOL DIST. 7.ICLItONOt � NI• G AS. 7 4110R E itI- wA-y 21179626 t. EXHIBIT B LEGAL DESCRIPTION The land referred to is situated in the State of California,County of Contra Costa, City of Richmond, and is described as follows: PARCEL ONE: Lots 1 through 18 inclusive and Lots 31 through 48 inclusive, in Block 15, as shown on the Map entitled "Complete Map of Bay View Park," filed April 4, 1905, in Map Book "D`at Page 86, Contra Costa County Records. PARCEL TWO: The North 12 feet of Jefferson Avenue(formerly known as Park Avenue), lying between the southerly production of the west line of Lot 18,Block 15 and the West line of South 57th Street, as shown on the Map entitled "Complete Map of Bay View Park" filed April 4, 1905 in Map Book "D" at Page 86, Contra Costa County Records. EXCEPTING THEREFROM the above described Parcels 1. That portion thereof described in the Deed to the State of California, recorded June 19, 1944 in Book 793, OR, Page 12. 2. That portion thereof described in the Deed to the State of California, recorded December 3, 1958 in Book 2234, OR, Page 284. 21179626 ii.