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HomeMy WebLinkAboutMINUTES - 02012000 - SD2 i 'TO. BOARD OF SUPERVISORS Contra ..s.,o Phil Batchelor, County Administrator CostaFROM. �! - ;.. .. . County February 1, 2000 GATE: APPROVAL OF RESOLUTION, TRI-PARTY AGREEMENT AND GROUND SUBJECTa LEASE FOR EAST COUNTY FAMILY TRANSITIONAL CENTER SPECIFIC REOUEST(§1 OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION 1. RECQMMENDATICN 1) ADOPT attached Resolution and APPROVE the following documents: • Tri-Party Agreement for the East County Family Transitional Center between the County of Contra Costa,SHELTER, Inc.of Contra Costa County and HomeAid of Northern California • Ground Lease between the County of Contra Costa and SHELTER, Inc. under the terms and conditions more particularly set forth in said Agreement and the Ground Lease. 2) AUTHORIZE the County Administrator to execute the Agreement, Ground Lease and Memorandum of Lease, and to take any action and execute any documents necessary to implement the Agreement and Ground Lease. 3) DETERMINE that compliance with the California Environmental Quality Act (CEQA)forthe Transitional Centerwas completed when the County adopted a negative declaration(County File#CDD-DP 99-43)on July 13, 1999 for the project that considered the potential environmental impact ofthe construction of a 20 unit Transitional Center and found that there was no substantial evidence that the proposed project would have a significant effect on the environment. No changes have occurred in the project or the environment, and no new information has been discovered, since preparation of the negative declaration which would require subsequent environmental review of the project under State CEQA Guideline 15161. CONTINUED ON ATTACHMENT: -it—YES SIGNATURE: RECOMMENDATION OF COUNTY ADMINISTRATOR —RECOMMENDATION RECOMMENDATION OF HOARD COMMITTEE APPROVE OTHER SIGNATURES ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER NOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE . UNANIMOUS(ASSENT AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ASSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. ATTESTED *f Contact: Scott Tandy, 335-1087 PHIL BATCHELOR,CLE OF THE BOARD OF Cc: See Page 3 SUPERVISORS AND COUNTY ADMINISTRATOR BY ?; -Y"" DEPUTY FINANCIAL IMPACT The total cost for development of the East County Transitional Center is estimated at $2,901,008. HomeAld, the non-profit branch of the Home Builders Association of Northern California has offered to assist the County in construction of the Center and has set a goal of soliciting donations of supplies, services and labor valued at $1,224,455 which represents 42%of the project total. It is the intent of SHELTER, Inc.to apply to the County for federal HOME grant funds in the amount of$587,000 for the project. The Board of Supervisors has launched the"Anyone you know,Anywhere in Contra Costa, Everyone can help" campaign to solicit private donations to address the need for transitional centers for homeless families. The Board has committed to match $2 for every $1 donated for the shelters. District V Supervisor Joe Canciamilla has contacted the East County cities of Antioch, Brentwood, and Pittsburg, requesting their financial participation in the development and/or operational costs of the Transitional Center. We expect to hear from the cities in the near future as to their ability to participate. The Board of Trustees of the Antioch Unified School District has provided substantial assistance to the project by approving a reduction of fees of approximately$32,000. In addition, the City of Antioch and the East Contra Costa Regional Fee and Financing Authority are considering requests to assist the project by either reducing or waiving fees. County general funds are required to fund the projected remaining balance for construction of the Center and for administrative costs. The requirement for County funds may be reduced or increased dependent upon the amount of donations received, fee waivers or reductions, and the final level of HOME grant funding. II1. REASON FOR RECOMMENDATIONIBACKGROUND On May 11, 1999, the Board of Supervisors approved reports on the status of homeless facilities in both East and West County. The Board has declared the need for transitional shelters for families. Through a unique public/private partnership, HomeAid of Northern California, SHELTER, Inc. and the County propose to enter into a Tri-Party Agreement for construction of a 20-unit East County Transitional Center on County-owned property. The site is adjacent to the East County Employment and Human Services facility on Delta Fair Boulevard, Antioch. SHELTER, Inc. will contract for construction of the Center with Ellis Walker Builders, Inc., an experienced general contractor, who will coordinate the construction work and facilitate the use of materials and service donations obtained under the auspices of HomeAid. The County will enter into a twenty(20)year Ground Lease with SHELTER, Inc.for construction and operation of the Center. In the event that the lease is canceled by either party during the 20-year term, ownership of the Transitional Center and all associated improvements will revert to and vest with the County. Participants who have contributed greatly to this project include: Supervisor Joe Canciamilla; Julie O'Connor (HomeAid), Dick Baker (Ponderosa Home), Ralph Walker(Ellis Walker Builders, Inc.), Merlin Wedepohl (Shelter, Inc.), Polly Marshall (Goldfarb&Lipman);County:Sharon Anderson(County Counsel),Wendel Brunner and Brenda Blasingame(Health Services),Gerald Benderand Carol Chan(General Services) and Kathleen Hamm (Community Development). -2- IV. CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)COMPLIANCE A Negative Declaration covering construction of the Center was adopted by the County on July 13, 1999 at the time the County approved the purchase of the property on which the Center will be built. Pursuant to State CEQA Guideline 15162,where a negative declaration has been adopted for a project, no subsequent environmental review is required for the same project unless the County determines, on the basis of substantial evidence in the record, that one or more of the following has occurred: (1) substantial changes are proposed in the project which require major revisions in the previous negative declaration due to the involvement of new significant environmental effects or a substantial increase in severity of previously identified significant effects; (2) substantial changes have occurred in the environment which require revisions of previous negative declaration; or (3) new information has been disclosed which shows the project will have a significant effect on the environment not previously identified or which will increase in severity or that will affect mitigation measures. None of the above has occurred since the Negative Declaration was approved on July 13, 1999;therefore, no further environmental documentation is required under CEQA. cc: County Administrator (via UM) County Auditor-Controller (via UM) Lessor (via UM) Health Services (via UM) County Counsel (via UM) Risk Management (via UM) Orig: General Services Department -UM -3- THE BOARD OF SUPERVISORS, CONTRA COSTA COUNTY, CALIFORNIA Adopted this Resolution on Februaryl,2000 by the following vote: AYES: SUPERVISORS GIOIA, UILKEMA, DESAULNIER, CANCIAMILLA and GERBER NOES: NONE ABSENT: NONE �A rA_TV NONE RESOLUTION NO. 2000/48 SUBJECT: Resolution (1)Approving Ground Lease between the County of Contra Costa and SMELTER, Inc. of Contra Costa County and Tri-Party Agreement among the County of Contra Costa, SMELTER, Inc. of Contra Costa County and HomeAid of Northern California for the East County Family Transitional Center; (2)Approving allocation County funds towards construction of the Transitional Center; and (3)Authorizing the County Administrator or his designee to execute the Tri-Party Agreement and Ground Lease and related documents and take any other action necessary to implement said Agreement and Ground Lease. WHEREAS, the County of Contra Costa(the"County") is a political subdivision of the State of California; and WHEREAS, the Board of Supervisors has recognized the urgent need to provide transitional shelters for homeless families in the County; and WHEREAS,pursuant to California Government Code Section 2622.7, the County is authorized to: (1) contract with a nonprofit corporation to establish and operate County programs deemed by the Board of Supervisors to be necessary to meet the social needs of the population of the County, including in the areas of rehabilitation, welfare, and education; (2) appropriate and expend money from the County General Fund to establish such programs; and(3) acquire and lease County property and assist in the financing of the improvement of such property for use in County programs, without complying with other provisions of the Government Code with respect to the leasing and improving of County property; and WHEREAS HomeAid of Northern California("HomeAid")has committed to assist the County in construction of a 20 unit East County Family Transitional Center("Center") and to solicit donations for this project; and WHEREAS SHELTER Inc. of Contra Costa County("SHELTER Inc.")has committed to construct the Center on land leased from the County and to operate the Center, upon its completion; and WHEREAS,this Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County to enter into a Ground Lease with SHELTER, Inc. pursuant to which the County will lease to SHELTER, Inc. County owned property located generally at Delta Fair Blvd. and Belle Drive,Antioch, CA adjacent to 4545 Delta Fair Blvd., Antioch, CA (the"Property"), as more particularly described in the Ground Lease and Tri-Party Agreement, identified below,upon which SHELTER, Inc. will construct and operate the Center; and WHEREAS,the Board of Supervisors hereby determines that it would be in the best interest of the County and the residents of the County to enter,into a Tri-Party Agreement by and among the County, Shelter,Inc. and HomeAid for the construction of the Center on the property; and WHEREAS, the County has the full legal right,power and authority to enter into the transaction hereinafter authorized; and RESOLUTION NO. 2000/4.8 Page 1 of 2 WHEREAS, the County, serving as lead agency under the California Environmental Quality Act, and the applicable state and local implementing guidelines ("CEQA") has prepared a negative declaration(County File#CDD-DP 99-43) (the"Negative Declaration") that has evaluated the construction of the Center on the Property; and WHEREAS, the County Board of Supervisors approved and adopted the Negative Declaration on July 13, 1999; and WHEREAS, no changes have occurred in the project or the environment, and no new information has been discovered, which would require subsequent environmental review of the project under State CEQA Guideline 15161. NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County of Contra Costa, as follow: Section 1. The County hereby specifically finds and declares that the actions authorized hereby constitute and are public affairs of the County and that the statements, findings and determinations of the County set forth above true and correct. Section 2. Construction and operation of the Center to provide shelter and intensive social services and job training for temporarily homeless families in the County is necessary and appropriate to meet the social needs of the population of the County. Section 3. The Tri-Party Agreement among the County, SHELTER Inc. and HorneAid of Northern California, and the Ground Lease between the County and SHELTER, Inc., dated as of February 1, 2000, on file with the Clerk of the Board of Supervisors, are hereby approved and the County Administrator or his designee is hereby authorized and directed to execute said Agreement, Ground Lease and Memorandum of Ground Lease, subject to final review and approval by County Counsel, and to take any other action or execute any other document necessary to implement the Agreement and Ground Lease. Section 4. The proposed budget for construction of the Center attached as Exhibit"A" is hereby approved. The County expenditure for development of the Center, not to exceed $1,676,553, is hereby approved. County and SHELTER, Inc. administrative costs are identified separately from the development budget and shall be funded 100%by the County. The budget of$165,000 for the administrative costs is hereby approved. Section 5. This Resolution constitutes the final approval of the Center by the Board of Supervisors. Sec ion 6. Since the preparation of the Negative Declaration, no changes have occurred in the project or the environment and no new information has been discovered that would require subsequent environmental review of the Center under State CEQA Guideline 15162, therefore, no further environmental documentation is required in connection with the County's actions approved by this Resolution. Section 7. The County Administrator or his designee is hereby authorized and directed,jointly and severally, to do any and all things which they may deem necessary or advisable in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 8. All actions heretofore taken by the agents of the County with respect to entering into the Tri-Party Agreement and Ground Lease are hereby approved and confirmed. H:\HOUSrNG1HOMELESS\FTCresol.wpd 1"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: ' r PHIL BATCHEL" R,Clerk of the Board RESOLUTION NO. 2000/48 of Supervisors and County Administrator Deputy Page 2 of 2 By ..� .., EXHIBIT A EAST COUNTY FAMILY TRANSITIONAL CENTER ESTIMATED PROJECT BUDGET HomeAid County Donors Item Amount Donations Funding (to Date) LOCAL PERMITS/FEES 280,462 -0- 280,462 ARCHITECTURAL/ENG 181,090 181,090 -0- Dahlin Group UDI-Tetrad Consulting Engrs David Evans &Associates Chien Lee, Associates SITE SURVEY 34,400 34,400 -0- UDI-Tetrad Consulting Engrs CONSTRUCTION Foundation 108,256 Framing/Exterior Trim 354,259 Plumbing 92,584 Electrical/Electric Fixtures 58,631 Mechanical/Roofing 80,670 Exterior Stucco 128,004 Doors/Windows/Stairs/Insul 76,054 Drywall 86,412 Deck/Flooring/Interior Doors 59,769 Interior Paint/Cabinets/Finishes 120,941 Interior Flooring/Appliances 106,615 Clean Up/Temporary Facilities 58,611 Total Construction 1,330,807 572,502 758,305 ON-SITE IMPROVEMENTS 510,409 210,295 300,114 CONTRACT ADMIN& MISC Contingency 102,835 -0- 102,835 Contractor's Overhead &Profit 302,336 151,168 151,168 Ellis Walker Builders Legal Fees 75,000 75,000 -0- Morgan, Miller& Blair General Liability Insurance 16,835 -0- 16,835 Builder's Risk Insurance 5,612 -0- 5,612 Developer Fee(HomeAid) 61.223 _0- 61,223 Total Admin&Misc 563,841 226,168 337,673 BUDGET SUMMARY: Permits/Fees 280,462 -0- 280,462 Architectural/Engineering 181,090 181,090 -0- Site Survey 34,400 34,400 -0- Construction 1,330,807 572,502 758,305 On-Site Improvements 510,409 210,295 300,114 Contract Admin&Misc 563,841 226,168 337,673 TOTAL PROJECT BUDGET: 2,901,008 1,224,455 1,676,553 COUNTY ADMINISTRATIVE BUDGET (100% COUNTY FUNDS) Item Estimated Cost Shelter Inc. Development Administration 35,000 Legal 75,000 General Services Architectural 45,000 General Services Lease Management 10000 TOTAL COUNTY ADMIN BUDGET: 165,000 3 TRIPARTY AGREEMENT for the EAST COUNTY FAMILY TRANSITIONAL CENTER by and among County of Contra Costa, SHELTER, Inc. of Contra Costa County, and HomeAid of Northern California February 1, 2000 863\26\124344.6 (.\STAFF\Triparty.wpd 1/24/00 ARTICLE 1 DEFINITIONS AND EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 1.2 Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE 2 DESCRIPTION OF THE PROJECT AND DEVELOPMENT SCHEDULE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.1 Description of the Center. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.2 Legal Structure of Transaction. . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.3 Development Budget and Cost Breakdown. . . . . . . . . . . . . . . 5 Section 2.4 Development Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ARTICLE 3 OBLIGATIONS OF SHELTER, INC. . . . . . . . . . . . . . . . . . . . . . . . 6 Section 3.1 Lease of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 3.2 Design of Center. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 3.3 Environmental Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 3.4 Construction of Center; Design/Build Contract. . . . . . . . . . . . 6 Section 3.5 Disbursement Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.6 Ownership of Center. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.7 Operation of Center. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.8 Fee to Shelter. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 ARTICLE 4 OBLIGATIONS OF HOMEAID . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 4.1 Update of Development Budget. . . . . . . . . . . . . . . . . . . . . . . 10 Section 4.2 Update of Development Schedule. . . . . . . . . . . . . . . . . . . . . 10 Section 4.3 Assistance with Design/Build Contract. . . . . . . . . . . . . . . . . 10 Section 4.4 Fundraising and Solicitation of Donations. . . . . . . . . . . . . . 11 Section 4.5 Coordination and Scheduling of Donated Services and Materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 4.6 Final Accounting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.7 Fee to HomeAid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE 5 OBLIGATIONS OF THE COUNTY . . . . . . . . . . . . . . . . . . . . . . . 13 Section 5.1 Lease of Property to Shelter. . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 5.2 Payment of Development Costs. . . . . . . . . . . . . . . . . . . . . . . 13 Section 5.3 HOME Funding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 5.4 County Representative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 ARTICLE 6 DEFAULT AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 8631281124344.8 j 1:1STAFF1Tr1pa rty.wpd 1/24/00 Section 6.1 Default. In the event a Party fails . . . . . . . . . . . . . . . . . . . . . 14 Section 6.2 Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE 7 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 7.1 Termination by County. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 7.2 Termination of Design/Build Contract. . . . . . . . . . . . . . . . . 15 Section 7.3 Termination Provisions in Design/Build Contract. . . . . . . . . 15 ARTICLE 8 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 8.1 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 8.2 Cooperation and Coordination with Construction of Adjacent County Facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.3 Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 8.4 Approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 8.5 Notices, Demands and Communications. . . . . . . . . . . . . . . . 17 Section 8.6 Title of Parts and Sections. . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 8.7 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 8.8 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 8.9 Binding Upon Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 8.10 Relationship of Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 8.11 No Third-Party Beneficiaries. . . . . . . . . . . . . . . . . . . . . . . . 18 Section 8.12 Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 8.13 Representation by Counsel. . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 8.14 Entire Understanding of the Parties. . . . . . . . . . . . . . . . . . . 18 Section 8.15 Counterparts; Multiple Originals. . . . . . . . . . . . . . . . . . . . . 18 Section 8.16 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 8.17 Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 EXHIBITS: A Legal Description of the Property B Schematic Drawings of the Center C Approved Development Budget D Schedule of Performance Dates E Form of Ground Lease F Approved Plans and Specifications (to be attached after execution of this Agreement) G Design/Build Contract (to be attached after execution of this Agreement) H Environmental Requirements I Insurance Requirements J Form of Construction Warranty K Disbursement Schedule L Form of Application for Payment from Contractor to Shelter 863\28\124944.8 11 1 ASTAFF\Triparty.wpd 1/24/00 TRIPARTY AGREEMENT for the EAST COUNTY FAMILY TRANSITIONAL, CENTER This Triparty Agreement for the East County Family Transitional Center(the "Agreement") is entered into as of this 1 st day of February, 2000,by and among the County of Contra Costa, a political subdivision of the State of California(the "County"), SHELTER, Inc. of Contra Costa County, a California nonprofit public benefit corporation("Shelter") and HomeAid of Northern California, a California nonprofit public benefit corporation("HomeAid"). RECITALS A. Pursuant to California Government Code Section 26227, the County: (1) may contract with a nonprofit corporation to establish and operate County programs deemed by the Board of Supervisors to be necessary to meet the social needs of the population of the County, including in the areas of rehabilitation, welfare, and education; (2)may appropriate and expend money from the County General Fund to establish such programs; and (3) may acquire and lease County property and assist in the financing of the improvement of such property for use in County programs, without complying with other provisions of the Government Code with respect to the leasing and improving of County property. B. The Board of Supervisors of the County has deemed it necessary and appropriate for the County, in order to meet the social needs of the population, to establish a family transitional center(the "Center") to provide shelter and intensive social services and job training for temporarily homeless families in the County. The County has acquired the real property located in the City of Antioch and more particularly described in the attached Exhibit A(the "Property")to be utilized for this purpose. C. Shelter is a nonprofit public benefit corporation with a charitable purpose of providing services and housing for homeless persons in Contra Costa County. Shelter desires to assist the County in meeting the social needs of the County population by developing, constructing, owning, and operating the Center on the Property. D. HomeAid is a nonprofit public benefit corporation with a charitable purpose to assist in the provision of transitional housing for temporarily homeless families and individuals by facilitating the construction of such housing by obtaining donations of free or reduced cost materials and services. HomeAid desires to assist the County in meeting the social needs of the County population by obtaining donations of free or reduced cost materials and services equivalent to approximately one-half of the cost to develop and construct the Center, and by coordinating the design and construction of the Center. 863\29\124344.8 January 24,2000 1:\sTAFF\Triparty.wpd E. Pursuant to the authority of Government Code Section 26227, the County is entering into this Agreement with Shelter and HomeAid to set forth each parties commitments and obligations related to the development and construction of the Center. NOW, THEREFORE, the County, Shelter, and HomeAid, in consideration of the mutual promises contained herein, agree as follows. ARTICLE 1 DEFINITIONS AND EXHIBITS Section 1.1 Definitions. (a) "Adjusted Total Center Cost" shall mean the Total Center Cost minus the cost (or donated value) of legal fees and development fees(including, without limitation, school fees, sewer fees, transportation mitigation fees, insurance,building inspection fees and plan check fees). The Adjusted Total Center Cost is utilized to calculate the fee paid to the General Contractor pursuant to Section 3.4(b)(10). Nothing herein shall be constructed to subject the development and construction of the Center to payment of fees to third parties that are not otherwise required by law. (b) "Approved Development Budget" shall mean the development budget, as it may be amended from time to time,prepared by HomeAid and approved by Shelter and the County. (c) "Architect" shall mean The Dahlin Group, a California corporation. (d) "Center" shall mean the East County Family Transitional Center improvements, described in Section 2.1, to be constructed on the Property. (e) "Construction Stage" shall mean a stage of construction as described in Section 4.5(b). (f) "County" shall mean the County of Contra Costa, a political subdivision of the State of California. (g) "County Representative" shall mean the County Architectural Services Manager who is the designated representative of the County under this Agreement, as set forth in Section 5.4 of this Agreement. (h) "Default" shall mean a default under this Agreement following expiration of the applicable notice and cure period, as set forth in Section 6.1. 2 863\28\124344.8 January 24,2000 I:\STAFF\Triparty.wpd (i) "Design/Build Contract" shall mean the contract for construction of the Center to be entered into between Shelter and the General Contractor. 0) "Detailed Construction Schedule" shall mean the detailed construction schedule to be prepared by HomeAid pursuant to Section 4.5(a), showing the anticipated start and finish dates for each of the trades required to construct the Center. (k) "Disbursement Account" shall mean the builders control account to be established by Shelter pursuant to Section 3.5 to be utilized to pay costs of the Development. (1) "Environmental Requirements" shall mean the environmental mitigation measures required in connection with construction of the Center and described in Exhibit H attached hereto. (m) "Final Accounting" shall mean the final accounting of the cost of construction of the Center,prepared by the General Contractor and HomeAid, and approved by Shelter and the County,pursuant to Section 4.6. (n) "Force Majeure Events" shall mean war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes, governmental restrictions or priority, litigation filed by third parties concerning or arising out of this Agreement, or similar causes beyond the reasonable control of the Parties. (o) "General Contractor" shall mean Ellis Walker Builders, Inc., a California corporation whose contractor's license number is 727186. (p) "Ground Lease" shall mean the Ground Lease for the Property, substantially in the form attached hereto as Exhibit E,to be entered into between the County, as ground lessor, and Shelter as ground lessee. (q) "HomeAid" shall mean HomeAid of Northern California, a California nonprofit public benefit corporation. (r) "HOME-Funded Costs" shall mean the portion of the'total Center Cost that is funded with the proceeds of County grant of HOME Investment Partnership Program Funds to Shelter pursuant to Section 5.3 of this Agreement. (s) "Operating Agreement" shall mean the agreement to be executed by the County and Shelter, in a form to be provided by the County,providing for operation of the Center by Shelter. (t) "Parties" shall mean the County, Shelter and HomeAid. 863\28\124344.8 3 January 24,2000 1:\STAFF\Triparty.wpd (u) "Party" shall mean any one of the Parties. (v) "Property" shall mean the real property described in Exhibit A attached hereto, subject to modification of the property description pursuant to Section 5.1 below. (w) "Schedule of Performance Dates" shall mean the schedule of estimated completion dates for performance of various tasks by the Parties, attached hereto as Exhibit D. (x) "Shelter" shall mean Shelter, Inc., a California nonprofit public benefit corporation. (y) "Total Actual County Cost" shall mean the total actual out of pocket cost of the development of the Center to be paid by the County pursuant to this Agreement, as shown in the Final Accounting. The Total Actual County Cost equals the Total Center Cost less the Total Donated Value and less the HOME-Funded Costs. The Total Actual County Cost shall not exceed One Million Six Hundred Seventy-Six Thousand Five Hundred Fifty-Three Dollars ($1,676,553). (z) "Total Center Cost" shall mean the total cost to develop and construct the Center, including the Total Actual County Cost, the Total Donated Value, and the HOME- Funded Costs. (aa) "Total Donated Value" shall mean the total value of donated services and materials used to construct the Center, as shown in the Final Accounting. Section 1.2 Exhibits. A Legal Description of the Property B Schematic Drawings of the Center C Approved Development Budget D Schedule of Performance Dates E Form of Ground Lease F Approved Plans and Specifications(to be attached after execution of this Agreement) G Design/Build Contract(to be attached after execution of this Agreement) H Environmental Requirements 863\281124344.8 4 January 24,2000 I:\STAFF,Td party.wpd I Insurance Requirements J Form of Construction Warranty K Disbursement Schedule L Form of Application for Payment from Contractor to Shelter ARTICLE 2 DESCRIPTION OF THE PROJECT AND DEVELOPMENT SCHEDULE Section 2.1 Description of the_C-enter. The Center shall consist of a total of twenty (20)residential units, and shall include both two and three-bedroom units and community space, including two classrooms for job training and social service delivery,to be constructed on the Property. Schematic design drawings for the Center are attached hereto as Exhihit B,but are subject to modification by the Parties, in order to accommodate revisions to the site plan for the Center necessary to comply with the Environmental Requirements. Section 2.2 Legal Structure of Transaction. As set forth in more detail below, the Property is owned by the County and will be leased to Shelter. Shelter will contract for the design and construction of the Center, will own the Center, and will operate the Center under contract with the County. Section 2.3 Development Budget and Cost Breakdown. The estimated total cost of development and construction of the Center, itemized by trades and materials, and including the projected fee due to HomeAid is set forth in the Approved Development Budget attached as Exhibit . Exhibit C also shows the current status of labor and material donations. Section 2.4 Development Schedule. The agreed Schedule of Performance Dates for development of the Center is attached hereto as Exhibit D. The Schedule of Performance Dates shows construction of the Center commencing in February, 2000, completion of construction occurring in January 2001, and operations commencing in January 2001. The Schedule of Performance Dates may be amended with written consent of all Parties, and shall be amended as a result of Force Majeure Events causing actual delay,provided the existence of a Force Majeure Event is confirmed in writing by the Parties within ten(10)days of the occurrence of the Force Majeure Event. 5 863\28\I24344.8 January 24,2000 I:\STAFF\Triparty.wpd ARTICLE OBLIGATIONS OF SHELTER. INC. Section 3.1 Lease ofPronerty. Shelter shall lease the Property from the County pursuant to the Ground Lease. Shelter and the County shall execute the Ground Lease no later than the date set forth in the Schedule of Performance Dates. Section 3.2 Design of Center. Shelter shall contract for the design of the Center by entering into the Design/Build Contract described in Section 3.4 below. Pursuant to the Design/Build Contract, the Architect and other design professionals shall act as subcontractors to the General Contractor. Shelter and the General Contractor shall consult with the County throughout the design phase of the project and shall obtain written County approval of all plans and specifications for the Center on or before the date set forth for such approval in the Schedule of Performance Dates, subject to adjustments of time requirements by mutual written agreement of the Parties. Following approval by the County, the approved plans and specifications for the Center shall be attached hereto as Exhibit F. Section 3.3 Environmental Requirements. The Plans and Specifications shall implement environmental mitigation measures applicable to the construction of the Center, which include noise mitigation measures, mitigation of arsenic soil contamination, and mitigation of impacts of power lines and towers in close proximity to the Center(the "Environmental Requirements"). A description of the Environmental Requirements is included in the Environmental Assessment prepared by Robert Shaw in accordance with 24 CFR 55.36, dated April 10, 1999, and the Special Environmental Clearance Memorandum, copies of which are attached hereto as Exhibit H. In the event that any hazardous materials located in the soil are required to be removed from the Property in connection with construction of the Center,the County agrees to sign the manifest authorizing such removal and transportation of any hazardous materials off the Property. Section 3.4 Construction of Center;DesignBuild Contract. (a) Shelter shall contract for construction of the Center by entering into the Design/Build Contract with the General Contractor. Shelter shall use reasonable good faith efforts to execute the Design/Build Contract no later than the date shown in the Schedule of Performance Dates. Shelter shall obtain written approval of the Design/Build Contract by the County prior to its execution. Following County approval and execution by Shelter and the General Contractor, the Design/Build Contract shall automatically become an exhibit to this Agreement as Exhibit (b) The Design/Build Contract shall include the following provisions and requirements: (1) The contract shall be for design/build services and shall require periodic walk-throughs by the structural engineer occurring at a minimum immediately prior to 863\28\124344.8 6 January 24,2000 IASTAFRTdparty.wpd pouring of the concrete slab and at completion of rough framing and by the Architect occurring at a minimum prior to application of drywall and for final inspection prior to completion of the project. (2) The contract shall include requirements that the General Contractor implement the Environmental Requirements described in Section 3.3 and Exhibit H. (3) The contract shall require the General Contractor to comply with all applicable local, state and federal laws. (4) The contract shall include provisions to facilitate the use of volunteer labor and materials solicited by HomeAid, consistent with the requirements set forth in Sections 4.5 and 4.6 below, and including the requirement for submission of a Final Accounting as described in Section 4.6 below. (5) The contract price shall be in the form of"cost of the work plus a fee, subject to a guaranteed maximum price,"with cost defined to exclude the Total Donated Value, and with the fee to the General Contractor calculated pursuant to subsection 3.4(b)(10) below. (6) Applications for Payment shall be made by the General Contractor on a monthly basis, shall include certification by the General Contractor that the work covered by the application for payment is completed, with the sign-off from the County Representative, and shall include conditional lien releases from the General Contractor, subcontractors and material suppliers. For subcontractors and suppliers who have performed paid work or furnished paid supplies and require payment,the Contractor shall request Shelter to make payment directly to the subcontractors and suppliers and Shelter shall direct the holder of the Disbursement Account to make direct payment to the subcontractor and suppliers. All payments under the Design/Build Contract shall be subject to a five percent(5%)retention requirement on paid work,with retention released following County approval of the Final Accounting. If a subcontractor is donating a portion of its work and receiving payment for a portion, each disbursement request shall prorate the work performed by the subcontractor for the disbursement period between the percentage donated and the percentage to be paid. (7) Payments to the General Contractor and to subcontractors and materials suppliers shall be made through the Disbursement Account. (8) The County shall have the right(but not the obligation) to inspect the work as frequently as deemed appropriate by the County and as a precondition to release of any payments to the General Contractor. If the County elects to perform inspections, it shall do so in a reasonably timely manner. (9) The County shall have the right to nullify or modify any previous certificate for payment if the County discovers defective work covered by such payment. 863\28\124344.8 January 24,2000 I:\STAFF\Triparty.wpd (10) All change orders shall require joint written approval of Shelter, the County Representative, and the Architect; provided however, the County Representative shall not have the authority to approve change orders in excess of Twenty-Five Thousand Dollars ($25,000), unless such change order is first approved by the County Board of Supervisors. (11) All labor performed on the Center for compensation shall be compensated at prevailing wages in compliance with Labor Code Section 1720, et seq. (12) The fee to the General Contractor shall not exceed fourteen percent (14%) of the Adjusted Total Center Cost(as defined in Section 1.(a) above);provided however, Contractor has agreed to donate fifty percent(50%) of this amount, so that the amount to be paid in cash shall not exceed seven percent(7%) of the Adjusted Total Center Cost. The fee shall be disbursed in increments as monthly progress payments are due, subject to a five percent(510) retention requirement. The retained amount shall be disbursed following County approval of the Final Accounting. (13) The Contractor,the Architect, all subcontractors and subconsultants, shall provide comprehensive or commercial general liability insurance, professional liability insurance, builder's risk insurance, and workers compensation insurance, all in amount and form approved by the County, as made applicable and set forth in Exhi it L The General Contractor shall be responsible for ensuring that all required insurance is in force before allowing any subcontractor to perform work on the Center and also shall be responsible for ensuring that each subcontractor maintains all required insurance during the performance of the subcontractor's work. In addition, the General Contractor shall be responsible for ensuring: (a) that the insurance required of the Architect, the subconsultants (engineers), HomeAid, and the General Contractor is in force no later than execution of the Design/Build Contract; (b) that the insurance required of the employers of HomeAid's volunteers is in force before any such volunteer performs work or services in connection with the Center; and(c) that all insurance described in(a) and(b) is maintained during the performance of work or services in connection with the Center. (14) The General Contractor and subcontractors shall provide express construction warranties, in the form shown in Exhibit attached hereto, in addition to any warranties provided by law. (15) The General Contractor shall utilize a form of subcontract approved by the County, and all subcontractors shall be licensed and sign the approved form of subcontract, including subcontractors who are donating all or a portion of their services. (16) The General Contractor shall indemnify and hold Shelter and the County, their officers, directors, board members, employees, agents and consultants, harmless from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from the construction of the Center; provided, however, the 863\28\124344.8 January 24,2044 I:\STAFRTriparty.wpd General Contractor's obligations under this Section 3.4(b)(16) shall be limited to the amount of insurance proceeds received under the Contractor's insurance policy, unless the claim arises from the gross negligence of the General Contractor, in which event its liability shall not be limited. Notwithstanding the above limitation, if the General Contractor fails to obtain insurance required under the Design/Build Contract, the General Contractor shall fully indemnify, defend, and hold harmless Shelter and the County, and their officers, directors, board members, employees, agents, and consultants from any and all claims for which the required insurance would have provided coverage. (17) The General Contractor shall defend Shelter and the County in any and all actions brought by subcontractors or material suppliers against Shelter or the County to foreclose a mechanic's lien on the Property, to enforce any stop notice against the Center or for common counts or any other claim arising out of construction of the Center, except where such action arises solely from failure of the County to make timely disbursements pursuant to Section 5.2 below, following receipt of written disbursement requests. The General Contractor shall indemnify Shelter and the County for any judgement obtained against Shelter and the County in any such action and for any costs of defense incurred by Shelter and the County, including but not limited to reasonable attorneys' fees, and shall indemnify Shelter and the County for any amounts paid by them in good faith settlement of mechanics' lien foreclosure, stop notice and common counts actions against the Property, except where such action arises solely from failure of the County to make timely disbursements pursuant to Section 5.2 below, following receipt of written disbursement requests. (18) The Design/Build Contract shall include a provision permitting termination by Shelter without cause upon thirty(30) days written notice as described in Section 7.3 below. Section 3.5 Disbursement Account. Promptly following execution of this Agreement, Shelter shall establish the Disbursement Account with Mechanics Bank. The Disbursement Account shall be an escrow form of account, into which the County may deposit funds to pay development costs of the Center,with instructions for disbursement of such funds to specific entities requiring payment, as described in Section 5.2 below. Section 3.6 Ownership of Center. Shelter shall own the Center improvements during and after construction. As more fully set forth in the Ground Lease, ownership of the Center improvements shall revert to the County following any termination of the Ground Lease. As more fully provided in the Ground Lease, Shelter shall not encumber its leasehold interest in the Property or its ownership interest in the Center improvements without prior written consent of the County. Section 3.7 Operation of Center. Shelter shall operate the Center pursuant to the Operating Agreement to be entered into by the County and Shelter. 863\28\124344.8 9 January 24,2000 I:\STAFF\Triparty,wpd Section 3.8 Fee to Shelter. The development cost of the Center shall include a fee to Shelter for services performed and administrative costs incurred under this Agreement, commencing on October 1, 1999, and ending on the date of recordation of the notice of completion for the Center calculated at an hourly rate of Seventy-Five Dollars ($75)per hour, and subject to a cap of Thirty-Five Thousand Dollars ($35,000). The fee shall be paid in monthly increments in amounts reflecting actual time spent and costs incurred by Shelter, subject to written County approval, following submission by Shelter of invoices including this information, and subject to the overall cap set forth in the previous sentence. ARTICLE 4 OBLIGATIONS OF HOMEAID Section 4.1 Update f Development Budget. The Parties acknowledge that the Approved Development Budget shown in ExhNit C was prepared by HomeAid, and approved by Shelter and the County. Commencing one(1) calendar month following the date of execution of this Agreement, and continuing on the first day of each calendar month thereafter until the completion of construction, HomeAid shall provide Shelter and the County with updated development budgets, indicating any changes in costs by line item, and showing the status of firm donations of labor and materials as of the date of the update. If an updated development budget is approved in writing by Shelter and the County, it shall replace Exhibit Q as the Approved Development Budget. HomeAid shall notify in writing and consult with the County Representative at all times that it becomes aware that a line item cost of construction of the Center will exceed the line item cost shown in the Approved Development Budget. Section 4.2 Update of Development Schedule. The Parties acknowledge that the Schedule of Performance Dates shown in Exhibit B was prepared by HomeAid. Commencing one(1) calendar month following the date of execution of this Agreement, and continuing on the first day of each calendar month thereafter until the completion of construction, HomeAid shall provide Shelter and the County with an updated Schedule of Performance Dates, showing any revisions deemed appropriate by HomeAid. A revised schedule shall not be considered the official Schedule of Performance Dates governing performance under this Agreement unless approved in writing by Shelter and the County. HomeAid shall notify in writing and consult with the County Representative at all times that it becomes aware that the time schedule for completion of construction of the Center will be delayed beyond the date shown in the Schedule of Performance Dates. Section 4.3 Assistance with Design/Build Contract. HomeAid shall provide Shelter with a form for the Design/Build Contract, and shall assist Shelter in the negotiation of the Design/Build Contract. In the event the General Contractor selected by the Parties becomes unavailable to construct the Center, HomeAid shall exercise reasonable good faith efforts to locate a replacement general contractor acceptable to and approved by the County to construct the Center pursuant to the Design/Build Contract and as contemplated by this Agreement. 863128\124344.8 to January 24,2000 I.\STAFRTriparty.wpd Section 4.4 Fundraising and Solicitation of Donations. HomeAid shall fundraise for the Center, including solicitation of volunteer design professionals, subcontractors,cash contributions, and materials donations. HomeAid shall use reasonable good faith efforts to secure donations of services and materials with a goal,but not a guarantee, of obtaining at least fifty percent(50%) of the Projected Total Center Cost. Section 4.5 Coordination and Schedul-i-n-&-of Donated Services and Materials. HomeAid shall assist the General Contractor in scheduling the use of donated services and materials for the Center that are obtained by HomeAid. HomeAid agrees to utilize the following procedures, which shall also be incorporated into the Design/Build Contract: (a) Preparation and Updating of Detailed Construction Schedule. HomeAid shall assist the General Contractor in preparation of a Detailed Construction Schedule showing the anticipated start and finish dates for each of the trades required to complete the Center. The General Contractor and HomeAid shall use their reasonable good faith efforts to submit the initial Detailed Construction Schedule to Shelter and the County no later than the date shown in the Schedule of Performance Dates. This Detailed Construction Schedule shall be updated by the General Contractor, with the assistance of HomeAid, at each of the stages identified in subsection (b)below, in order to identify changes or delays. If an update to the Development Schedule indicates a delay in completion of the Center by more than thirty(30)days from the completion date shown in the Schedule of Performance Dates, or if HomeAid or the Contractor otherwise becomes aware of such a delay, HomeAid shall notify the County Representative in writing and consult with the County Representative concerning such delay. (b) Identification and Scheduling of Donated Services and Materials. HomeAid shall identify subcontractors and material suppliers for each Construction Stage pursuant to the following schedule: (1) Prior to start of construction: Subcontractors, suppliers and donations obtained to complete rough grading, storm drain system, underslab electrical and plumbing, foundation excavation, concrete foundation and slab work. (2) Prior to completion of concrete slabs: Subcontractors, suppliers and donations obtained to complete rough framing, roofing and mechanical,plumbing and electrical rough-in work. (3) Prior to completion of the work in Item 2 above: Subcontractors, suppliers and donations obtained to complete drywall work, stucco, windows and doors, cabinets,painting, flooring, finish mechanical,plumbing and electrical, window coverings, finish hardware, accessories and appliances. (4) Prior to completion of the work in Item 3 above: Subcontractors, suppliers and donations obtained to complete site work including utilities, finish grading,paving, fencing, landscaping and irrigation and play structures. 863\28\124344.8 January 24,2000 L\STAFF\TripaRy.wpd (c) Procedure for Selection of Paid Subcontractors when Donatims are not Obtained. Not less than thirty(30)calendar days prior to scheduled date for commencement of construction of each Construction Stage(as such date is shown in the Detailed Construction Schedule), HomeAid shall provide a written notice to the General Contractor, Shelter, and the County: (i) describing the firm commitments obtained for donations of services and materials necessary for that stage, including names, addresses, phone numbers, and contact persons for precise scheduling of work and materials donations; and(ii) listing the trades and materials for which donations have not been obtained and which the General Contractor will be required to hire. Promptly following receipt of such notice,the General Contractor shall solicit bids for the requisite services and materials. The General Contractor shall solicit a minimum of three (3) bids for each required trade and shall select the lowest qualified bid. Alternatively, the General contractor shall provide to HomeAid , Shelter, and the County a written explanation of why it is not possible or appropriate to solicit three(3)bids or to chose the lowest qualified bid in a particular instance. The General Contractor shall inform HomeAid, Shelter, and the County in writing of the identity of each hired subcontractor and the amount of the subcontractor's bid no later than ten(10)calendar days prior to the scheduled date of commencement of the Construction Stage. HomeAid shall utilize such information to prepare the monthly updates of the Development Budget required pursuant to Section 4.1 above. The County Representative is authorized to approve a different procedure for hiring subcontractors on a case-by-case basis, and in writing, as necessary to facilitate construction. Section 4.6 Final Accounting. HomeAid shall work with the General Contractor to prepare a Final Accounting of all labor and materials utilized to construct the Center, indicating by line item the value of donations and the exact costs incurred for paid labor and materials, the Total Actual County Cost, and the Total Center Cost. The Final Accounting shall be submitted by the General Contractor and HomeAid to Shelter and the County for approval within thirty (30) calendar days of the date of filing of a notice of completion of construction of the Center. Following approval by Shelter and the County,the Final Accounting shall be utilized to calculate the fees due the General Contractor and HomeAid. Section 4.7 Fee to HomeAid. The County shall pay HomeAid a fee for its services rendered under this Agreement in an amount equal to five percent (5%) of the portion of the Total Donated Value that was obtained through the efforts of HomeAid(as established in the Final Accounting approved by the County and Shelter). The fee to HomeAid shall be paid no later than thirty(30)calendar days following approval by Shelter and the County of the Final Accounting. In the event of a Default by HomeAid under Section 6.1 below, the fee to HomeAid shall be adjusted to be equal to five percent(5%) of the value of services and materials HomeAid has caused to be donated to the development of the Center prior to the default of HomeAid, whether or not the donated services are to be performed, or the donated materials are to be delivered to the Property,prior to, on, or after the Default. $63\2$\124344.$ !2 January 24,2000 1:\STAFF\Triparty,wpd ARTICLE 5 OBLIGATIONS OF THE COUNTY Section 5.1 Lease of Property to Shelter. The County shall lease the Property to Shelter pursuant to the Ground Lease. The County may modify the legal description of the Property set forth in-Exhibit A hereto in order to accommodate revisions to the site plan for the Center necessary to comply with the Environmental Requirements. Section 5.2 Payment of Development Costs. The County shall pay the Total Actual County Cost of the Center, defined as the Total Center Cost less the Total Donated Value, (as set forth in the Approved Development Budget, and confirmed in the Final Accounting), and less the HOME-Funded Costs, and subject to a cap of payment by the County in the amount of One Million Six Hundred Seventy-Six Thousand Five Hundred Fifty-Three Dollars ($1,676,553), (not including any HOME funding pursuant to Section 5.3 below). The County shall disburse funds into the Disbursement Account on a quarterly basis in accordance with the Disbursement Schedule attached hereto as Exhibit I , with instructions to the account agent to hold such funds in an interest bearing account, for the benefit of the County, until subsequent written instructions are received from the County Representative regarding subsequent disbursements to the entities requiring payment. Shelter shall make payment requests to the County Representative no more often than monthly, utilizing a form approved by the County, accompanied by documentation of costs incurred, including,where applicable, Applications for Payment submitted by the General Contractor and signed by the County Representative, as described in Section 3.4(b)(6) above. The County Representative shall review Shelter's payment request and, if appropriate, approve the request for payment by signing it in the space provided for County approval. If HOME funds are available pursuant to Section 5.3 below, Shelter shall then submit the approved payment request to the County Community Development Department and, if the request is approved, the County Community Development Department shall disburse HOME Funds into the Disbursement Account in the requested amount. The County shall then submit the approved payment request to the holder of the Disbursement Account and authorize disbursements directly to the entities requiring payment. Section 5.3 HOME Funding. The County is currently processing an application from Shelter for partial funding of the Center in the form of a grant to Shelter from HOME Investment Partnership Program ("HOME") funds received by the County from the United States Department of Housing and Urban Development under the Cranston-Gonzales National Housing Act of 1990. In the event the County approves HOME funding for the Center, the HOME funds shall be required to be utilized by Shelter to pay a portion of the Total Center Cost, and shall be disbursed into the Disbursement Account by the County Community Development Department, utilizing standard HOME disbursement procedures. To the extent feasible, the HOME funds shall be utilized prior to utilization of other County funds in the Disbursement Account pursuant to Section 5.2 above. Section 5.4 CountyRepresentative. The County Architectural Services Manager shall be the County Representative under this Agreement, and is authorized to grant all approvals 863\28\124344.8 13 January 24,2000 IASTAFRTripartympd required of the County in its capacity as property owner, but not in its governmental capacity, under this Agreement. Nothing contained in this Agreement, and no approval by the County Architectural Services Manager, shall be construed as approval by the County or any other governmental entity, acting in its or their governmental capacities. Notwithstanding the above, and except as provided in Section 5.2 with respect to approvals by the County Representative of disbursements from the Disbursement Account, the County Representative shall not be authorized to grant any approval under this Agreement that obligates the County to an expenditure of over Twenty-Five Thousand Dollars($25,004), subject to the additional limitation with respect to the approval of change orders set forth in Section 3.4 (b)(10) above. ARTICLE 6 DEFAULT AND REMEDIES Section 6.1 Default. In the event a Party fails to perform any of its obligations under this Agreement within the time requirements set forth in this Agreement, and such failure continues uncured for ten(10)calendar days following written notice thereof to the defaulting party, such failure shall constitute a Default hereunder, and the remaining Parties may exercise any and all remedies available to them with respect to the defaulting Party's breach of contract under this Agreement including, but not limited to: (a)prosecuting an action for specific performance; and(b)prosecuting an action for damages. Section 6.2 Remedies Cumulative. No right,power, or remedy given to a Party by the terms of this Agreement is intended to be exclusive of any other right,power, or remedy; and each and every such right,power, or remedy shall be cumulative and in addition to every other right, power, or remedy given a Party by the terms of this Agreement, or otherwise against any other person. Neither the failure nor any delay on the part of a Party to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by a Party of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy. ARTICLE 7 TERMINATION Section 7.1 Termination by County_. The County shall have the right to terminate this Agreement without cause upon thirty(30) days written notice to Shelter and HomeAid. In the event of termination of this Agreement by the County, Shelter agrees to promptly terminate the Design/Build Contract and to cease construction of the Center, and the Parties agree to pay development costs of the Center incurred through the date of cessation of work set forth in the termination notice pursuant to the provisions of Sections 5.2 and 5.3 above. The 863\2$1124344.8 14 January 24,2000 l:\STAFF\Triparty.wpd indemnification, insurance and warranty provisions of Section 3.4(b)(13), (14), (16) and(18), and Section 8.1 below shall survive any termination of this Agreement. Section 7.2 Termination ofDesign/Build Contract. In the event this Agreement is terminated pursuant to Section 7.1 above, Shelter shall promptly terminate the Design/Build Contract by providing written notice to the Contractor specifying the date work should cease under the contract, with copies of the notice to HomeAid and the County. Section 7.3 Termination Provisions in Desi€m/Build Contract. The Design/Build Contract shall include a provision permitting termination by Shelter without cause upon thirty (30) days written notice to the Contractor in the event the Triparty Agreement has been terminated by the County pursuant to Section 7.1 above. The Design/Build Contract shall provide that the Contractor shall wind down operations following receipt of the termination notice, and shall cease work on the date indicated by the notice as the final date for cessation of work. The Design/Build Contract shall additionally provide that no damages shall be due by reason of termination of the contract by Shelter other than actual costs and fees incurred under and in compliance with the contract through the date of cessation of work set forth in the notice of termination. The Design/Build Contract shall provide that all indemnification and warranty provisions of the contract shall survive termination. ARTICLE 8 MISCELLANEOUS Section 8.1 Indemnification. (a) Shelter agrees to indemnify, defend,protect and hold harmless the County and HomeAid, and their respective employees, officers, boards, attorneys, representatives and agents from Shelter's share of any and all demands, losses, claims, costs, suits damages, liabilities and expenses (collectively "Liability") arising out of, or relating to, Shelter's performance under this Agreement and caused by, or claimed or alleged to be caused by, the negligence or willful misconduct of Shelter, its officers, employees, agents, contractors or consultants. Shelter shall only be required to indemnify, defend,protect and hold harmless the County and HomeAid indemnitees pursuant to this Section 8.1(a)to the extent such Liability is caused by the negligence of Shelter, its officers, employees, agents, contractors or consultants. Shelter shall not be required to indemnify, defend,protect and hold harmless any Party to this Section 8.1(a) for any Liability caused by the sole negligence or sole willful misconduct of that Party. (b) HomeAid agrees to indemnify, defend,protect and hold harmless the County and Shelter, and their respective employees, officers, boards, attorneys, representatives and agents from HomeAid's share of any and all demands, losses, claims, costs, suits, damages, liabilities and expenses (collectively, "Liability") arising out of, or relating to,HomeAid's performance under this Agreement and caused by, or claimed or alleged to be caused by, the 863\28\124344.8 15 January 24,2000 I:\sTAFF\Triparty.upd negligence or willful misconduct of HomeAid, its officers, employees, agents, contractors or consultants. HomeAid shall only be required to indemnify, defend,protect and hold harmless the County and Shelter indemnitees pursuant to this Section 8.1(b)to the extent such Liability is caused by the negligence of HomeAid, its officers, employees, agents, contractors or consultants. HomeAid shall not be required to indemnify, defend,protect and hold harmless any Party to this Section 8.1(b) for any Liability caused by the sole negligence or sole willful misconduct of that Party. (e) The County agrees to indemnify, defend, protect and hold harmless HomeAid and Shelter, and their respective employees, officers,boards, attorneys, representatives and agents from any and all demands, losses, claims, costs, suits, damages, liabilities and expenses (collectively, "Liability") arising out of, or relating to this Agreement which is caused, or claimed or alleged to be caused, in whole or in part, by the negligence or willful misconduct of County, its officers, employees, agents, contractors or consultants;provided,however, that County shall not be required to indemnify, defend,protect or hold harmless any Party under this Section 8.1(c) to the extent such Liability arises out of the negligence or willful misconduct of that Party or to the extent that another Party to this Agreement has the obligation to indemnify, defend, protect and hold harmless one or both of the other Parties to this Agreement as described in Section 8.1(a) or(b). County shall not be required to indemnify, defend,protect and hold harmless any Party to this Section 8.1(c) for any Liability caused by the sole negligence or sole willful misconduct of that Party. (d) Each Party shall only have the obligation to indemnify, defend,protect and hold harmless the others, as described in this Section 8.1 to the limits of the indemnifying Party's available insurance coverage. To the extent that a Party is obligated to indemnify, defend, protect and hold harmless one or both of the others under this Section, that Party's insurance shall be primary insurance. The provisions of this Section 8.1 shall apply until such time as the Center has been accepted as complete by Shelter. In the event of any conflict between the above provisions and the indemnification provisions contained in the Ground Lease between the County and Shelter,the latter provisions shall prevail. Subject to the foregoing, the provisions of this Section 8.1 shall survive the termination of this Agreement, as to any claim that has occurred or arisen prior to acceptance of the Project. Section 8.2 Cooperation and Coordination with Construction ofAdjacent Countv Facility. The Parties acknowledge that the County is constructing a social service building on a portion of the Property, and agree to cooperate with the County to facilitate the construction of both the social service building and the Center and to coordinate construction of the social service building and the Center so as not to interfere with each other. Section 8.3 Waiver. The Parties may at their discretion waive in a writing signed by all three(3)Parties any of the terms and conditions of this Agreement, without completing an amendment to this Agreement. No waiver of any default or breach shall be implied from any omission by the non-breaching Party to take action on account of such default if such default 863\28\124344.8 lb January 24,2000 ESTAMTripartympd persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and such waiver shall be operative only for the time and to the extent therein stated. Waivers of any covenant, term, or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by a Party to or of any act by the other Party requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. The exercise of any right,power, or remedy shall in no event constitute a cure or a waiver of any default under this Agreement, nor shall it invalidate any act done pursuant to notice of default, or prejudice the exercising Party in the exercise of any right,power, or remedy hereunder. Section 8.4 Approval. Whenever this Agreement calls for approval or consent of a Party, such consents or approval shall not be unreasonably withheld, conditioned, or delayed. Section 8.5 Notices, Demands and Communicidions. Formal notices, demands, and communications between the Parties shall be sufficiently given if, and shall not be deemed given unless, dispatched by certified mail,return receipt requested, or delivered by an express delivery service with a receipt showing date of delivery, or hand delivered with a receipt showing date of delivery, to the principal offices of the Parties as follows: County: Contra Costa County Office of the County Administrator 651 Pine St., 11th Floor Martinez, CA 94553 Attn: Scott Tandy, Chief Assistant County Administrator Shelter, Inc.: Shelter, Inc. of Contra Costa County 1070 Concord Ave. Concord, CA 94520 Attn: Merlin Wedepohl, Executive Director HomeAid: HomeAid of Northern California 200 Porter Dr., Suite 200 San Ramon, CA 94583 Attn: Julie O'Connor, Executive Director Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate by mail as provided in this Section. Delivery shall be deemed to have occurred at the time indicated on the receipt for delivery or refusal of delivery. 8631281124344.8 17 January 24,2000 I:ISTAFRTripartympd Section 8.6 Title of Parts and Sections. Any titles of the sections or subsections of this Agreement are inserted for convenience of reference only and shall be disregarded in interpreting any part of its provision. Section 8.7 Applicable Law. This Agreement shall be interpreted under and pursuant to the laws of the State of California. Section 8.8 Severability. If any term,provision, covenant or condition of this Agreement is held in a final disposition by a court of competent jurisdiction to be invalid,void or unenforceable, the remaining provisions shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or unenforceability. Section 8.9 BindingSTnon Successors. Any reference in this Agreement to a specifically named Party shall be deemed to apply to any successor,heir, administrator, executor, or assign of such Party who has acquired an interest in compliance with the terms of this Agreement, or under law;provided, however, no Party shall assign its rights or obligations hereunder without the express written consent of the other Parties Section 8.10 Relationship of Parries. Nothing contained in this Agreement shall be interpreted by any of the Parties, or by any third persons, as creating the relationship of general or limited partnership,joint venture, or agency between any of the Parties. Section 8.11 No Third-Party Beneficiaries. It is not the intention of the County, Shelter or HomeAid that any person or entity occupy the position of intended third-party beneficiaries of the obligations assumed by any Party under this Agreement. Section 8.12 Cogpera `on. The Parties shall reasonably cooperate with each other to fulfill the terms and conditions of this Agreement. Section 8.13 E=resentation by Counsel. The Parties each acknowledge that they have been represented in the negotiations for, and in the preparation of, this Agreement by counsel of their own choosing; that they have read this Agreement or have had it read to them by their counsel; and that they are fully aware of and understand its contents and its legal effect. Accordingly, this Agreement shall not be construed against any Party, and the usual rule of construction that an agreement is construed against the Party which drafted it shall not apply. Section 8.14 Entire Understanding of the Parties. This Agreement constitutes the entire understanding and agreement of the Parties. Section 8.15 C'ounteroarrts; Mult' line Originals. This Agreement may be executed in counterparts. This Agreement may be executed in multiple originals, each of which is deemed to 8631281124344.8 18 January 24,2000 IASTAFF\Triparty.wpd be an original. Delivery of the executed Agreement by facsimile shall be acceptable if promptly followed by the mailing of the originally executed copy of the Agreement. Section 8.16 Amendmentk. The Parties can amend this Agreement, including any exhibits provided in this Agreement, only by means of a writing signed by all Parties. Section 8.17 Authority. Each Party represents to the others that the person executing this Agreement on that Party's behalf is authorized to do so. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first set forth above. COUNTY County of Contra Costa, a political subdivision of the State of Ca `fornia By: Its: SHELTER. SHELTER, Inc. of Contra Costa County, a California nonpr fit public benefit corporation By: , ktQ-1 Its: L) By: Its: &A40 HOMEAII7 HomeAid of Northern California, a California nonprofit public benefit corporation By: Its: . .!!�2 �- By: Its: 863\281124344.8 19 January 24,2000 I:\STAFF\Triparty.wpd EXHIBIT A Legal Description of Property EXHIBIT A Legal Description of Property EXHIBIT "A" THE LAND REFERRED TO HEREIN IS THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, CITY OF ANTIOCH, AND IS DESCRIBED AS FOLLOWS: BEING A PORTION OF PARCEL "B" AS SHOWN ON THE MAP OF MINOR SUBDIVISION 19-84, FILED JULY 9, 1986, IN BOOK 123 OF PARCEL MAPS AT PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF PARCEL "A" OF SAID MINOR SUBDIVISION 19-84 (123 PM 1); THENCE FROM SAID POINT OF BEGINNING ALONG THE NORTHWESTERLY LINE OF SAID PARCEL "A" (123 PM 1); SOUTH' 55051'47" WEST 576.46 FEET; THENCE LEAVING SAID NORTHWESTERLY LINE NORTH 3052'16" EAST 25.38 FEET TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING NORTH 3052'16" EAST 80.51 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 580.00 FEET, THROUGH A CENTRAL ANGLE OF 32025'12", A DISTANCE OF 328.18 FEET, TO A POINT FROM WHICH A RADIAL BEARS SOUTH 53024'32" EAST; THENCE SOUTH 33048'25" EAST 252.77 FEET; THENCE SOUTH 55051'47" WEST 310.83 FEET TO THE TRUE POINT OF.BEGINNING, January 11, 2000 Job #564 Revision #1 Exhibit "A" SUBDIVISION MS 19-84 w.-- 7-9-1988 : 123 PM 1 N . � Ns �3 PARCEL "B" N34`08'13"W y na w 7� 00 Cli ` gas 20.0' NON-EXCLUSIVE EASEMENT / ' ,1 /bb\ t� t w � cp �. PAROL "A" BASIS OF BEARINGS CALIFORNIA COORDINATE SYSTEM ZONE Ill MONUMENT LINE INS, y BELLE DRIVE AT EISENHOWER WAY, AS SHOWN ON SUBDIVISION 3225 ���,lt�� (96 M 36) TAKEN AS N55"51'47"E. y ga v 1/1 60, DRAWN: 1A,11. 1 UDI--TETRAD CONSULTING ENGINEERS, INC. CHECKED: R.L.P.I 5528 PACHECO BLVD., PACHECO, CA 94553 (925) 674-0218 C81 SURVEY: 1 APPROVED: EXHIBIT "B" DATE: JAN.=2000 LEGAL DISCRIPTION — --PnPTI 1N OP' PAikrP*f "P" rim uh ,ra EXHIBIT B Schematic Drawings of Center EXHIBIT B Schematic Drawings of Center !' or t 40 20 0 40 so ,2o SCALE IN MET BLDG. B BLDG. B # uj N BLDG. C cxxn # BLDG. A # lHi in -T I I I c # 25 (9'*16') SPACES # 1 HANDICAPPED SPACE (16'*15') BLDG. A PA -GATE 16.00' F/C F/C --GATE-- TRASH N`s• t 47 '�3i�i. s NS$"J't'4]"E DRAWN: DDD UDI-TETRAD CONSULTING ENGINEERS, INC. CHECKED: R.L.P. CA 94553 925 674-0218 5528 PACHECO BLVD., PACHECO, SURVEY: ITE PIAN DATE' J+AN 2000 APPROVED: SE: EAST COUNTY FAMILY TRANSITIONAL CENTER JOB NO. 564 y r r Y � I ; 4 �iI I � W i j �e Y a , V\ t i tt a r a i K bl �4.u•.w.u.-.wwv.V v+�vnn.v-w.wr�ev� q� 4 ` >74 *V as � � � �. � � • � �: .H .. � � �� � � � � �� N ., �, _ � �, � _ - �, 6. .�..... �..�: 5 w ® � �' �/*� V1 i � f i.. "- � � h a ty=, P'�4 �/ �. � ��: � ��� �� �, �, � � , � �� � � �b � 1 � h � � r � � � � � /C/++°���) M 4n/ � I _ �- F �. ' H ' _ u 1 i }" ' � V i 1 ;� � � (� i � � 7 � � ( � �� m.,J ~~j - `� � u a� i �p1 h� ��r \� i V i 'i = o t jjjJJJ , J1� a Iµ V i i r 4• ,4 ,t T" V •t i `4 f tt } � 11 hi f� i tf Vr irr 1 r r, •i ht r , ,4 �.4 1fti' V PP_ ,r ill �p � as 4 , y S� tt ++ t` ' t t �+t t+ t f t V 'S i' i t, �� �� °� �� ��� � � �� � r�� �� ,� �: �� I it � � 11 li �1 i; 1 � it - M rl J\w ��/ 1 .I r yy� ;1 R 11 �TJr ♦^ S �� ;1 ,1 1j l 11 �1 it 1 �i I I ;4�y 1 c .i � 1 1 it 1� /�'7 i t ;i ;I ii ti li �1 5 {y�7 ■i ,✓ yy C7 Ri to ZU w >74 P � w 1 - I I 10: 11 >74 f C r j � i p ' W I � MSM I # �y ���� q a iR "_ a .� (� a �� �w 0 9� ' /"l 4+" i �� t ` � * ,� ��_ 1 'Y t <i �,,` � p �� � �� ., � �� � �� t ., � 1 ��',+ 1 r .` '1 «� 1 �t i ` (�� 1 �„"' �, t � ,,, Yi^ �. ... .- i� 1 , '� � i� ,- Y .- U V �1 ,{ � 1 ,, EXHIBIT C Approved Development Budget EXHIBIT C Approved Development Budget EXHIBIT C APPROVED DEVELOPMENT BUDGET ��� � � s,� 5� �r � t� adaacrarsa ca � � RY15 +70 t+ N CrJ � c� '" '� "` " cv Nv �' `° :? � := a rix ,;,� c» r:�ra �r•. N a> �i �s r (NI.:f1ic� �plei U y � a a o o a a a o a a a o a a o a a a a a a acs � ar� aaaaaaa oars croaaaoc� o ao ar at / . > ) I k 0000000000 0 . % $ 1 � � c ) 00000c0000 %o § . / i a000000006 0 2 % K � * � 0000000000000 ± $ � $ oo600c000000 / . . C) . z $ I uj ƒ . . . a . . $ � i . _ - ■ �f% � . ® w� 7 . . k . � $• . J � n. @ 9 1 f � -,re w} N!�p vp C�1 � 1+• Lii tt9 C6 V5 < *' O o � ap Kp M �N V tE9 t+f C}f Fy S7j Lt7W tf7 Q r' <D N P. Ch t�'f N � tl tTi C!t iV *�' Oo CS L3OOC3 CSOY:7 C7 t7 O C7 C+ C7GCi C7oO C7 07 � � N © 47 CV � Y 01 p„ t}p Cry w � to CS C9 o d O o d L7 � .� ad �; R 5 � !F z w ci o 1'�ppqsJqppj ci o ci c ca 0ciC, CItd"io as �'S YS 25 xc 25 '$S $ Yi �5 � s ,% $ l s `T a s �! � � N — v HIM 0 0 O 0 IOU I ?5i 25 & 9 � FFI W t[7 �� � UJ � r MMtd �M * OO0000 O � �7 OOOC700 G� m 90r CV CSNh C'�.y Q U'i ifi q� 00000000000000 0CS OO O m tL z 0 0 0 0 0 000000 0 0 . 0 0000060 coo :! $ A q) M ( tO N N R OS Jj� M R Fa M � tiS N 5 M V' CV i'V N ry� [D �D 07 CI9 if' et ' r tV fV ��} y81� i0D ���yy � �'tl' � +t N � 1AMIR PP�� m s a5 aoE NORA MR g9 A I WX !Ti C1 tV l'7 r O pp r f0 7 M !17 r m BD R3 N ON R i3 a C p a Cy 01C57 N M r O pp V� r CD N W CS C4if'1 C6 C'S iC)tV h � L9 GV {V tV aQ00 � p 04G+ 0 rt,i Coco O py p m g g N acocs n aac� a r� $ gc g coo w a aooc cs r�t�h! ir�S .-• e+s' P+ F+d Ct5 aaaao oaoca oao � N d coc, cso �C; � a N i8 N Vy,1 mx Uff u3 of 97 N 0S 6r QS 85 9i W p6� 01j LTi `NbS idD) CV 05 r N +O Orr N a �j � tJ1 CI) V)ST!X X tP1 a m Celt � Qpp pp Fp. pp pp �} ��yy +p �y .} � ip O CS C.'S C7. N "V -: f4 V. r RUM R CV CN SGS LU ac;0 <6 0 t7 P9 r9" r SRS W CD W N N !7 SC1 1tS s[t SCt fD tS/ t�9 •�, �. Ci ci C> i Ci rrC7 � C; 6 gt� Si p S� 9$S� 9Sg tG W 9m 5C: Ji I Ail ti a P'i N i'i N f+S i'7 - 11Y LV YD M � tf? fD r Crs t25 r rtvf hi r CCS C7 C C3 Cb O MUM MOH t'S RI M N N KS LL"!hl ra 5'+i lt'Y I!) � r C3 ttJ r M CV C51 r r CCS 000 Colo i'911 A of C �j.-- NrNri4 '�l rldS 47 � � NV NtCa pJ - 9 l7 P3 C'S C+S t+l P? S+'S P1 .N iD Sb U3 N N LL .� rp rr6aC ANN rV' r N 10R IR A-cn s � N +tN N N N N N K CV r CC ti W w O SD A CO h KS N9 r tEl !'+� h M r` CS [+1 O_'N N N V CS @ tD i9 N O O O O lt7 tt3 N N .e'ci er r tSl C'S a, ui ash LO c6 •. h r. ri so ci ev ai s+i.F o < G7OC7 O Coes G7OOC C',� G7 cs 4� O G7 OOOOdc' 00 0 tJ! ��Ly► O O O O O 01010 O O Era, O O O S O 00000000 O U2 & 101" oil Ir U. � r '} S i t�1 � tru. � rrrrnrm evo � u� rym �aF3 �i `�, araow ,�� `edu� w � M Vie+ O tib N 00 t°7 {Y RD'S 1� 00 00 PI. f7 t0 a M O 0 tol— W 11 X R Jim j a 0000000 C3OOOOOOOOOOC3000 O L{.I "� � OOOC3OC3OOOt3OG3COOOOOOD0347 O us ui 4.0 41 04 Vi w": le G z o ri a 3 z 9L W r .� "� ti�y� L�� { .• � r m �, 7 � � t$�, L,�; !" �� i� 1M� � V ��W x -� ,� EXHIBIT D Schedule of Performance Dates EXHIBIT D Schedule of Performance Plates EXHIBIT D Schedule of Performance Dates Actig 1. Submission of Form ofDesign/Build Contract and Form of Subcontract to County for Approval 2/01/00 2. Execution of Design/Build Contract 2/08/00 3. Submission of Plans and Specifications to County for approval 2/09/00 4. Submission of Detailed Construction Schedule to Shelter and County 2/11/00 5. Execution of Ground Lease 2/08/00 E. Commencement of Grading 2/28/00 7. Commencement of Construction 3/20/00 8. Completion of Construction 1/19/01 9. Execution of Operating Agreement 12/31/00 10. Commencement of Operation 1/29/01 863128\127925.1 01/19/00HomeAid Rev 1/05/00 D-1 EXHIBIT E Form of Ground Lease EXHIBIT E Form of Ground Lease EXHIBIT E FORM OF GROUND LEASE GROUND LEASE By and Between THE COUNTY OF CONTRA.COSTA and SHELTER, INC. OF CONTRA COSTA COUNTY (East County Family Transitional Center) 863\28\124353.6 01/20100 ABLE OF MNIENU ARTICLE 1: DEFINITIONS AND EXHIBITS..............................................................................2 Section1.1 Definitions.........................................................................................................2 Section1.2 Exhibits. ............................................................................................................3 ARTICLE 2: LEASE OF THE LAND; PAYMENT OF RENT, OWNERSHIP OF IMPROVEMENTS....................................................................3 Section2.1 Lease of the Land..............................................................................................3 Section2.2 Term..................................................................................................................4 Section2.3 Payment of Rent................................................................................................4 Section 2.4 Title to Improvements.......................................................................................4 Section 2.5 Assignment of Lessee's Leasehold Interest, Transfer of the Development................................................................................................4 Section 2.6 License for Access............................................................................................4 ARTICLE 3: DEVELOPMENT OF IMPROVEMENTS ...............................................................5 Section 3.1 Construction of the Center................................................................................5 Section 3.2 Construction Pursuant to Permits and Agreements. .........................................5 Section3.3 Equal Opportunity.............................................................................................5 Section3.4 Liens..................................................................................................................5 Section 3.5 Permits, Licenses and Easements. ....................................................................5 ARTICLE 4: USE AND MAINTENANCE OF THE DEVELOPMENT.......................................6 Section 4.1 Use of Development. .........,..............................................................................6 Section 4.2 Maintenance of the Development; Alteration of Improvements. .............................................................................................7 Section4.3 Utilities..............................................................................................................7 Section 4.4 Taxes and Assessments.....................................................................................7 Section 4.5 Hazardous Materials. ........................................................................................8 Section 4.6 Non-Discrimination. .......................................................................................10 Section 4.7 Financing Requirements. ............................................I...........I.............. ....10 Section 4.8 Liens and Encumbrances Against Lessee's Interest in the LeaseholdEstate. ....................................................................... ............10 Section 4.9 Notice and Right to Cure Defaults Under Approved Financing.....................10 ARTICLE5: INSURANCE................................................................................:..........................10 Section 5.1 Required Insurance Coverage.........................................................................10 Section 5.2 Insurance Policies and Premiums. ..................................................................11 Section 5.3 Proceeds of Insurance.....................................................................................12 Section 5.4 Indemnification.......... . ..................................................................................12 ARTICLE 6: CONDEMNATION,DAMAGE OR DESTRUCTION OF THE DEVELOPMENT..................................................................................................12 Section6.1 Condemnation.................................................................................................12 Section 6.2 Damage or Destruction...................................................................................13 8631281124353.6 i 01/20/00 - ^ Pane TABLE OF CONTENTS ~=~ Section 6.3Administration of Construction Fund in the Event of Condemnation, orDamage orDestruction of . ....................l3 Section 6.4Notice nfLegal Proceedings...........................................................................13 ARTICLE 7: REPRESENTATIONS AND ASSURANCES........................................................\3 Section 7.1 Lessor to Give Peaceful Possession...........—.................................................13 Section 7.2 Lessor Representations. ..................................................................................14 Section 7.3 Lessee Representations.....................................................................................I4 ARTICLE 8: DEFAULTS AND REMEDIES ................................................ .............................l5 Section 8.1 Events of Default by Lessee; Remedy for Default byLessee. ....----.—I5 Section 8.2 Event ofDefault b«Lessor; for Default by Lessor ....-.....-..'..16 ARTICLE9: MISCELLANEOUS.................................... ...........................................................17 Section 9.1 Instrument Is Entire Agreement............. ................................................ .......l7 Section9.2 NkJtice8. ........ ............................................. ....................................................}7 Section 9.3 Non-Liability of Officials, Employees and .................. ....................l7 Section9/4Force Majeure. .................................................................................................17 Section9.5 ofBreach................................... ................................................1@ Section9.6 ........,,.~, ............................................................................. Section 9.7Lease Binding on SuSce8SO[0.. .................................................................... .18 Section 9.8 Relationship ofParties...................................................... .............................18 Section 9.4No .-..—....~....^.~`_~,..,,,,,.,,..,,..~,,,,~,.,~..~_~,.,_.`.,,.18 Section4.1OTitles. .... ...................................... ............................^^~'...~,~,.,,.,,^^,,`_,}9 � Section9.11 .............................. ............................ ................................. ....lg Section9`12 Applicable Law................................ ............................................................19 Section 9.}3Legal Actions...,,,^,,.,,,.,.,^',`,.,,,,,.,,.....................................................19 Section9.14 ..................... ............... .......... .^.._.^..^,,.~,.,,.,,,.,.,`,',,,..1g Section 9.l5 Inspection ofBooks and Records. ...............................................................20 Section9.16 No ..._,.~..—...~...^'.^ ......................................20 Section9.17 .....'...^.^.^~'^~~~~^'^^^'~^`^^'~~'~^^^`^~^^~^~~^^^^~~~~~^^^~^'~^.20 Section 9.18 Representation by Counsel ...—..-........--..'...-...~...—..........-....-..'.28 Section 9'19 Memorandum of Lease....--..~..'.—........-...-.~..-....~.~......—......2X} EXHIBIT A DESCRIPTION OFTHE LAND 863\28\124353,6 � 01/2O/00 GROUND LEASE THIS GROUND LEASE(the "Lease") is entered into as of , 2000, by and between the County of Contra Costa, a political subdivision of the State of California(the "County" or the "Lessor") and SHELTER, Inc. of Contra Costa County, a California nonprofit public benefit corporation(the "Lessee"),with respect to the following facts: A. , The County owns certain land located in the City of Antioch and described in Exhibit A attached hereto and incorporated herein(the "Land"). B. The Board of Supervisors of the County has deemed it necessary and appropriate for the County, in order to meet the social needs of the population, to establish a family transitional center on the Land to provide shelter and intensive social services and job training for temporarily homeless families in the County. C. Pursuant to California Government Code Section 26227,the County may lease County property to a nonprofit corporation to establish and operate County programs deemed by the Board of Supervisors to be necessary to meet the social needs of the population of the County, including in the areas of rehabilitation, welfare, and education, without complying with other provisions of the Government Code with respect to the leasing of County property. D. The Lessee has agreed to develop on the Land a family transitional center consisting of twenty(20) residential units and community space, including two (2)classrooms for job training and social service delivery, which will be owned and operated by the Lessee. E. Pursuant to the authority granted by Government Code Section 26227, the County desires to lease the Land to the Lessee pursuant to the terms of this Lease for the Lessee to develop, construct, own and operate the East County Family Transitional Center on the Land. F. The County adopted a negative declaration (County File#CDD-DP 99-43) (the "Negative Declaration") on July 13, 1999, that considered the potential environmental impact of the construction of the Center on the Land, and found that there was no substantial evidence that the proposed project would have a significant effect on the environment. The Negative Declaration has served as the County's environmental documentation pursuant to the California Environmental Quality Act("CEQA") for consideration and approval of this Lease and the physical development contemplated hereby. The physical development contemplated by this Lease is the same physical development contemplated by the Negative Declaration, and none of the events requiring an environmental impact report or subsequent negative declaration pursuant to CEQA have occurred with respect to the Negative Declaration and the physical development contemplated by this Lease. WITH REFERENCE TO THE FACTS RECITED ABOVE, the Lessor and the Lessee (collectively the"Parties") agree as follows: 863128\124353.6 01/20/00 1 ARTICLE 1: DEFINITIONS AND EXHIBITS Section 1.1 Definitions. The following terms shall have the following meanings in this Lease: (a) "Approved Financing" shall mean any loans or grants obtained by the Lessee or Lessor to finance construction of the Development and approved in writing by the Lessor, pursuant to Section 4.7. (b) "Approved Financing Documents" shall mean all documents, in forms approved by Lessor, executed by the Lessee and/or the Lessor evidencing or securing the Approved Financing. (c) "Approved Funders" shall mean all of the lenders or grantors providing Approved Financing for the Development. (d) "Authorized Officers" shall mean, in the case of the Lessor, its County Administrator, and in the case of the Lessee, its Executive Director. (e) "Center" shall mean the East County Family Transitional Center improvements, consisting of twenty(20)residential units and community space, including two (2) classrooms for job training and social service delivery, and all ancillary parking and landscaping improvements. (f) "Development" shall mean the Improvements and the Lessee's leasehold interest in the Land. (g) ".Improvements" shall mean the buildings, structures, and other improvements, including building fixtures, comprising the Center and located on the Land from time to time. (h) "Land" shall mean the land described in the attached Exhibit (i) "Lease" shall mean this Ground Lease. 0) "Lease Term" shall mean the twenty(20)year period, set forth in Section 2.2 below, during which this Lease shall be in effect (unless earlier terminated in accordance with the provisions of this Lease). (k) "Lease Year" shall mean a period of one calendar year beginning January I and ending December 31, except that the first Lease Year shall commence on the date of this Lease and end on the last day of the following December, and the last Lease Year shall begin on January I of the last Lease Year and end on the last day of the Lease Tenn. 863t28\124353.6 01/20100 2 (1) "Lessee" shall mean SHELTER, Inc. of Contra Costa County, a California nonprofit public benefit corporation and its permitted successors and assigns. (m) "Lessor" shall mean the County of Contra Costa, a political subdivision of the State of California, and its successors and assigns. (n) "Operating Agreement shall mean the Operating Agreement between the County and SHELTER governing operation of the Center. (o) "Parties" shall mean the Lessor and the Lessee. (p) "Triparty Agreement" shall mean Triparty Agreement dated February 1, 2000,by and among the County, SHELTER, and HomeAid of Northern California, a California nonprofit public benefit corporation, concerning development and construction of the Center. (q) "Residents" shall mean the residents who are authorized by the Lessee to occupy the Improvements. Section 1.2 Exhibits. The following exhibit is attached to and made part of this Lease: EXHIBIT A Description of the Land ARTICLE 2: LEASE OF THE LAND; PAYMENT OF RENT; OWNERSHIP OF IMPROVEMENTS Section 2.1 Tease of 1he L gn_d. (a) The Lessor leases the Land to the Lessee, and the Lessee leases the Land from the Lessor,pursuant to the terms of this Lease. (b) The Parties shall cause a memorandum of this Lease to be recorded against the Land in the Official Records of the County of Contra Costa. (c) The closing costs associated with execution of this Lease and recordation of a memorandum of this Lease shall be allocated as follows: recording charges, county documentary transfer tax, and conveyance taxes (if any) shall be borne by the Lessor. All tither expenses, fees, or costs(except for attorney's fees and costs) incurred in connection with the leasehold conveyance shall be divided equally between the Parties. Each Party shall bear its own attorneys' fees and costs. (d) The Lessee accepts the Land in its "as is"physical condition,without representation or warranty as to its physical condition or suitability for the Development. 863128124353.6 01/20/00 3 Section 2.2 TIm. (a) The Lease Term shall commence on the date of this Lease and shall continue until the twentieth (20th) anniversary of the date of this Lease,unless earlier terminated in accordance with subsection(b)below or any other provision of this Lease. (b) Lessor and Lessee shall each have the right to terminate this Lease with or without cause by giving the other Party thirty (30) days written notice of such termination. Section 2.3 Pa=entof Rent. The Lessee shall pay to the Lessor rent in the amount of One Dollar($1.00)per year. The Lessor and Lessee acknowledge that on the date of this Lease, Lessee has paid prepaid rent for the entire ten(10) year term of the Lease. Section 2.4 Title to 1.m r.Qvem=. The Lessor hereby,grants to the Lessee,without warranty(express or implied), any right, title,or interest that the Lessor may have in the Improvements located on the Land from time to time. Improvements on the Land during the Lease Term shall be and remain the property of the Lessee; however, the Lessee shall have no right to destroy, demolish or remove the Improvements except as specifically provided for in this Lease or as approved in writing by the Lessor. When the Lease Term expires or when the Lease is otherwise terminated under the terms of this Lease, title to the Improvements shall revert to and vest in the Lessor without cost to the Lessor. It is the intent of the Parties that this Lease shall create a constructive notice of severance of the Improvements from the Land without the necessity of a deed from the Lessor to the Lessee after the Improvements have been constructed. The Improvements,when built, shall be and remain real property and shall be owned by the Lessee for the Lease Term. The Lessee shall execute, at the end of the Lease Term (or upon any earlier termination of this Lease), within ten(10) days of the Lessor's written request, a confirmatory quitclaim deed for the Improvements to be recorded at the Lessor's option and expense, and any other documents that may be reasonably required by the Lessor or the Lessor's title company to provide the Lessor title to the Land and the Improvements free and clear of all monetary liens and monetary encumbrances not caused or agreed to by the Lessor. Section 2.5 Asgig=ent of LesgCs' The Lessee may not assign its interest in this Lease or sell or transfer the Development, except with the written consent of the Lessor. Section 2.6 Ligenae for access. The Lessor hereby grants to the Lessee a revocable license across Lessor's property adjoining the Land as necessary to provide Lessee with access to the Land from Delta pair 861281124353.6 01/20/00 4 Boulevard. The license shall provide Lessee access along the driveway constructed by Lessor from Delta Pair Boulevard into the parking lot adjacent to the Lessor's social service building. ARTICLE 3: DEVELOPMENT OF IMPROVEMENTS Section 3.1 ConstuctioxY of the Center. The Lessee shall construct the Center on the land pursuant to the requirements of the Triparty Agreement, including the dates included in the Triparty Agreement for commencement and completion of construction. Section 3.2 Construction Pursuant tc Pt-,=its_an reem=ls. (a) The Improvements shall be constructed in accordance with: (i)the plans and specifications for the Improvements approved by the County pursuant to the Triparty Agreement; and (ii)the terms and conditions of the County's land use permits and approvals and building permits, if any. (b) The Improvements shall also be constructed in accordance with the terms and conditions of the Triparty Agreement and any Approved Financing Documents. Section 3.3 FQ-ual Opportunity. During the construction of the Improvements there shall be no discrimination on the basis of race, color, creed, religion, sex, sexual orientation, age, disability, marital status, national origin, or ancestry in the hiring, firing,promoting, or demoting of any person engaged in the construction work. Section 3.4 Lim. Subject to subsection 4.4(d), the Lessee shall promptly pay all sums legally due and payable by the Lessee on account of any labor performed or materials supplied for the Development for which any lien is or can be legally asserted against the Lessee's leasehold interest in the Land. In the event any mechanics'or materialmen's lien is filed against the Development, subject to subsection 4.4(d), the Lessee at its expense shall promptly cause such lien to be removed by bonding or otherwise, and the Lessee shall hold the Lessor harmless from any and all such asserted claims or liens, unless such lien results from a failure by the County to make a timely payment as required under Section 5.2 of the Triparty Agreement. Section 3.5 Pe=its. Licenses F"eem gs. Within ten(10)days after receipt of written request from the Lessee,the Lessor shall join in any and all applications for permits, licenses or other authorizations required by any governmental or other body claiming jurisdiction in connection with any work that the Lessee 863\281124353.6 01/20/00 5 may do pursuant to this Lease, the Triparty Agreement, or the Operating Agreement, and shall also join in any grants of easements for public utilities useful or necessary to the proper construction of the Improvemcnts or the operation of the Development. ARTICLE 4: USE AND MAINTENANCE OF THE DEVELOPMENT Section 4.1 ,Tse of DtydgpziaW. (a) The Lessee shall at all times during the Lease Term operate the Development to provide transitional housing to formerly homeless people or people at immediate risk of becoming homeless, with support services designed to enable Residents to transition to permanent housing within twelve(12) months. The Lessee shall not charge rent to Residents, but may charge Residents a reasonable fee for social services provided. The County's detailed requirements for operation of the Development shall be set forth in the Operating Agreement. (b) The Lessee shall comply with all applicable and lawful statutes, rules, orders, ordinances, requirements, and regulations of the United States, the State of California, and any other governmental authority having jurisdiction over the Development;however, the Lessee may, in good faith and on reasonable grounds, dispute the applicability or the validity of any charge, complaint, or action taken pursuant to or under color of any statute,rule, order, ordinance, requirement, or regulation, defend against the same, and in good faith diligently conduct any necessary proceedings to prevent and avoid any adverse consequence of the same. The Lessee agrees that any such contest shall be prosecuted to a final conclusion as speedily as reasonably possible. (c) The Lessee shall: (i) not use the Development for any disorderly or unlawful purpose, but only to provide proper transitional housing and social service facilities and ancillary uses to Residents,and to maintain the character of the Development as required by the Triparty Agreement, Operating Agreement and any Approved Financing Documents, for so long as such agreements remain in effect; (ii) use best efforts,including but not limited to seeking legal or equitable relief where appropriate, to prevent any Resident from committing or maintaining any nuisance or unlawful conduct on or about the Development; (iii) use best efforts to prevent any Resident from violating any of the covenants and conditions of this Lease the Operating Agreement, or the Approved Financing Documents with respect to the Development; (iv) use best efforts to abate any violation of this Lease by any Resident upon notice from the Lessor; and 863\28\124353.6 01120/00 6 (v) permit the Lessor and its agents to inspect the Development at any reasonable time during the Lease Term. Section 4.2 Maintenance ofthr,T)evela ment- Alteration oflrnl2mvements. The Lessee shall perform, or cause to be performed, all maintenance and repairs necessary to maintain the Development in good repair and tenantable condition, as more particularly described in the Operating Agreement. The Lessee shall not remodel, alter, destroy, demolish, or remove the Improvements without the prior written consent of the County. The Lessor shall have the right, upon reasonable notice to the Lessee, to enter the Development to make inspections to determine Lessee's compliance with this Section 4.2. Section 4.3 Utilities. The Lessee shall be responsible for the cost of all utilities, including water, heat, gas, electricity,waste removal, sewers, and other utilities or services supplied to the Development, and (subject to Section 4.4(d)) the Lessee shall pay or cause utility costs to be paid currently and as due. Section 4.4 Taxe5 an ,suw=. (a) ft=ml of Taxes and Assgssmnts. The Lessee shall, during the entire Lease Term, at its own cost and expense,pay the public officers charged with their collection, as the same become due and payable and before any fine,penalty, interest, or other charge may be added to them for nonpayment, all real estate taxes, general and special, ordinary and extraordinary,unforeseen as well as foreseen, of any kind and nature,made, assessed, levied, or imposed upon, or due and payable in connection with, or which become a lien upon,the Land, the Improvements, or any part of the Land or Improvements, or upon the Lessee's leasehold interest in the Land pursuant to this Lease, as well as assessments for sidewalks, streets, sewers, water,or any other public improvements and any other improvements or benefits which shall, during the Lease Term,be made, assessed, levied,or imposed upon or become due and payable in connection with,or a lien upon,the Land,the Improvements, or any part of the Land or Improvements,or upon the Lessee's leasehold interest in the Land pursuant to this Lease. (b) PUym .rte-rte -t ofof E . During the entire Lease Term,the Lessee shall pay, at its own cost and expense,before any fine,penalty, interest, or other charge may be added for nonpayment, all license and permit fees, charges for public utilities, and governmental charges relating to the use or occupancy of the Improvements. (c) C#,Uies of Noticrg Io Lesse . The Lessor shall promptly send to the Lessee copies of any and all notices received by it in respect to any taxes, assessments, charges, or fees for which the Lessee is liable pursuant to this Section 4.4. 863\281124353.6 01/20100 7 (d) Lessee's Right to Contest. If the Lessee disputes any amount or validity of any liens, taxes, assessments, charges, penalties, or claims, including liens or claims of materialmen, mechanics, or laborers, upon the Land or the Improvements, the Lessee may contest and defend against the same at its cost, and in good faith diligently conduct any necessary proceedings in connection therewith to prevent and avoid the same; however, such contest shall be prosecuted to a final conclusion as speedily as possible. During any such contest, the Lessee shall (by the payment of such disputed taxes, assessments, or charges, if. necessary) prevent any advertisement of tax sale, foreclosure, or divesting of the title to the Land and Improvements. Section 4.5 H Pardo rs Materials. (a) Definitions. The following special definitions shall apply for the purposes of this Section 4.5: (i) "Hazardous Materials" shall mean: (A) any "hazardous substance" as defined in Section 101(14) of CERCLA (42 U.S.C. Section 9641(14)) or Section 25281(d)or 25316 of the California Health and Safety Code, as amended from time to time; (B) any „hazardous waste," "infectious waste" or "hazardous material" as defined in Section 25117, 25117.5 or 255010) of the California Health and Safety Code, as amended from time to time; (C) any other waste, substance or material designated or regulated in any way as "toxic" or "hazardous" in the RCRA(42 U.S.C. Section 6901 etetseQ.), CERCLA Federal Water Pollution Control Act (33 U.S.C. Section 1521 meq,), Safe Drinking Water Act(42 U.S.C. Section 3000 (f)ems,), Toxic Substances Control Act(15 U.S.C. Section 2601 et seQ.), Clean Air Act(42 U.S.C. Section 7401 et sea.), California Health and Safety Code (Section 25100 etetscQ., Section 3900 et seQ.), or California Water Code(Section 1300 }, as amended from time to time; and (D) any additional wastes, substances or material which at such time are classified, considered or regulated as hazardous or toxic under any other present or future environmental or other similar laws relating to the Development. (E) Notwithstanding the foregoing, the term "Hazardous Materials" shall not include the following: construction materials in reasonable quantities for lawful use in the construction of the Improvements; reasonable quantities of gardening materials, household products, office supply products or janitorial supply products of the type customarily used in the construction,maintenance, rehabilitation, or associated with buildings and grounds, or typically used in household activities, in a manner typical of other transitional housing developments which are comparable to the Improvements; and certain substances which may contain chemicals listed by the State of California pursuant to Health and Safety Code Sections 8631261124353.6 01/20/00 8 25249.8 et s , which substances are commonly used in reasonable quantities and in a lawful manner by a significant portion of the population living within the region of the Development, including (but not limited to) alcoholic beverages, aspirin,tobacco products, nutrasweet, and saccharine. (ii) "Hazardous Materials Laws" means all federal, state, and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials in, on or under the Development or any portion thereof. (b) Cellain Covenants and Agreement (i) The Lessee shall not knowingly permit the Development or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Project. (ii) The Lessee shall keep and maintain the Development and each portion thereof in compliance with, and shall not cause or permit the Development or any portion thereof to be in violation of, any Hazardous Materials Laws. (iii) Upon receiving actual knowledge of the following, the Lessee shall immediately advise the Lessor in writing of: (A) any and all enforcement, cleanup, removal or I ther governmental or regulatory actions instituted, completed or threatened against the Lessee or the Development pursuant to any applicable Hazardous Materials Laws, (B) any and all claims made or threatened by any third party against the Lessee or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C)the presence of any Hazardous Materials in, on or under the Development; or(D)the Lessee's discovery of any Hazardous Materials on any real property adjoining or in the vicinity of the Development,which Lessee reasonably believes may impact the Development, if the Lessor reasonably believes that the Lessee is not acting prudently and with diligence, or if the Lessor otherwise reasonably believes that its interests are not adequately protected, then the Lessor shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims. To the extent Lessee is not compensated by insurance proceeds, Lessor shall indemnify and hold Lessee harmless against any Hazardous Materials Claims related to Hazardous Materials on the Land, unless such claim arises from Hazardous Materials Lessee introduced or permitted to be introduced onto the Land. (iv) Without the Lessor's prior written consent,which shall not be unreasonably withheld, the Lessee shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development(other than in emergency situations or as required by governmental agencies having jurisdiction), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims. 863\281124353.6 01/20/00 9 Section 4.6 None-Di. rimination. The Lessee shall not, in the selection of Residents or provision of services or in any other matter, discriminate against any person or group of persons on the grounds of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or disability. Section 4.7 Financing R Wirements. The Parties anticipate securing.one or more loans or grants to assist in financing the construction of the Development. Any such financing shall be approved in writing by the Lessor prior to execution of any loan or grant documents associated with such financing. Lessee agrees to comply with all requirements under any Approved Financing to operate the Development as set forth in the applicable Approved Financing Documents. Section 4.8 Liens and Encumbrances Against Lessee's Interest in the Leaschold Esta. Lessee shall not have the right without the Lessor's prior written consent, to encumber the leasehold estate created by this Lease and the Improvements. Section 4.9 Notice and Right to Cure Defaults JJnder Apl2roved Financing. In the event of default by the Lessee under any Approved Financing, notice shall be given to the Lessor at the same time given to the Lessee, and the Lessor shall have the right, but not the obligation, to cure the default with the same cure period provided to the Lessee under the applicable Approved Financing Document. Any payments made by the Lessor to cure a default shall be treated as rent due from the Lessee,which shall be paid within thirty(30)days of the date on which the payment was made by the Lessor. ARTICLE 5: INSURANCE Section 5.1 squired Insurance Cc�verage. (a) Commercial proper Coverage. The Lessee shall keep the Development insured against loss or damage by a standard commercial property special form policy in amounts not less than the replacement value of the Development, or should insurance in such amount not be reasonably and commercially available, such lesser amount as may be acceptable to both the Lessor and Approved Lenders. The amount of such insurance shall be adjusted by reappraisal of the Improvements by the insurer or its designee at least once every five (5) years during the Lease Term, if requested by the Lessor. If a special form policy insuring the full replacement value of the Development is not reasonably and commercially available, then the Lessee shall use best efforts to obtain and maintain an extended coverage endorsement that ensures the full replacement value of the Development as soon as such coverage becomes 863\28\124353.6 01/20/00 10 commercially and reasonably available, The property policy shall provide for losses to be payable to the Lessor and Lessee (and Approved Funders)as their interests may occur and that the insurer shall not have rights of recovery against the Lessor and Lessee. (b) Liability and r p . vamag Insurance. The Lessee shall keep in full force and effect a policy or policies of commercial general liability insurance against liability for bodily injury to or death of any person or property damage arising out of an occurrence on or about the Development. The limits of such insurance shall be not less than Two Million Dollars ($2,000,000) combined single limit for bodily injury and property damage. The limits of the insurance shall be adjusted once every five(5)years if and as reasonably required by the Lessor. (c) Workers` Compensation Insurance. The Lessee shall carry or cause to be carried workers' compensation insurance, with statutory limits as required by the California Labor Code, covering all persons employed by the Lessee in connection with the Development which shall provide for a waiver of subrogation against the Lessor. (d) Builders' Risk Insurance. During the course of any alteration, construction or reconstruction, the cost of which exceeds One Hundred Thousand Dollars ($100,000), the Lessee shall require any contractor to provide builders' risk insurance for one hundred percent (100%) completed value on the insurable part of the Development. The builder's risk policy shall provide for losses to be payable to the Lessor and Lessee as their interests may occur and that the insurer shall not have rights of recovery against the Lessor and Lessee. (e) Automobile Inss romance. If the Lessee and its contractors and agents own or lease vehicles for purposes of this Lease, then the Lessee shall carry or caused to be carried comprehensive automobile liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence combined single limit for bodily injury and property damage, including coverages for owned,non-owned and hired vehicles, as applicable. Section 5.2 Insu=cc Policies and Premiums. (a) All liability policies required by this Lease or any Approved Financing Document shall name the Lessor and its officers, employees, and agents as an additional insured, and shall provide cross liability among insureds, and state that as to claims related to the work performed,the insurance shall be primary as to the additional insureds under this Lease, so that any other policies held by the Lessor shall not contribute to any loss under the insurance. (b) Insurance shall be placed with insurers with a current Best Rating of no less than ANII. Any deductible or self-insured retention shall be disclosed to and approved by the Lessor. (c) The Lessee shall furnish the Lessor with certificates and original endorsements effecting the required coverage promptly upon request. The endorsements shall be signed by persons authorized by the insurer to bind coverage on its behalf. The endorsements shall be on forms provided by the Lessor or as approved by the Lessor. If the Lessee does not 8631281124353.6 01/20/00 11 keep all required insurance policies in full force and effect, then the Lessor may, in addition to other remedies under this Lease, take out the necessary insurance, and the Lessee shall pay the cost of such insurance. (d) Any policy of insurance shall provide that any cancellation, lapse, or material change in coverage of the policy must be made in writing and sent to the Lessee and the Lessor at their respective principal offices at least thirty(30) days before the effective date thereof. Section 5.3 Proceeds of Insurance. (a) All commercial property insurance(including builder's risk)proceeds shall be applied to the payment of the costs of repairing or rebuilding that part of the Development damaged or destroyed if the Lessee and Lessor agree in writing within ninety (90) days after payment of the proceeds of insurance that such repair or rebuilding is economically feasible. If the Development is not repaired or rebuilt, this Lease shall terminate and all such proceeds shall be paid to the Lessor. Section 5.4 Indemnifcatio_n_. The Lessee shall indemnify and hold harmless the Lessor, and its officers, employees, agents, and contractors, utilizing attorneys approved by the Lessor, from all claims, actions, demands,judgements, settlements,costs, expenses and attorneys' fees arising out of, attributable to, or otherwise occasioned, in whole or in part,by any act or omission of the Lessee or its agents, contractors, servants, employees, or invitees, arising from or relating to operation of the Development, except to the extent arising from the negligence or willful misconduct of the Lessor. ARTICLE 6: CONDEMNATION, DAMAGE OR DESTRUCTION OF THE DEVELOPMENT Section 6.1 CQnd=nation. In the event of a total taking, or in the event of a partial taking,which the Lessor determines renders continued operation of the Development infeasible,this Lease shall terminate, and in such event any condemnation proceeds (except any separate award granted to Lessee for loss of goodwill or for the value of Lessee's personal property) shall be paid entirely to the Lessor, in acknowledgement of Lessor's payment of the cost of construction of the development pursuant to the Triparty Agreement. In the event of a partial taking that does not result in termination pursuant to this Section 6.1, this Lease shall remain in full force and effect as to the portion of the Development remaining. 8631281124353.6 01120100 12 Section 6.2 Damage or Destruction. If the Improvements are damaged or destroyed, the Lessor shall determine if it is feasible to reconstruct the Improvements. If the Lessor determines that reconstruction is not feasible, this Lease shall terminate and all insurance proceeds shall be paid to the Lessor. If the Lessor determines that reconstruction is feasible, the insurance proceeds shall be utilized to repair or rebuild the part of the Improvements that were damaged or destroyed, pursuant to the procedures set forth in Section 6.3 below. Section 6.3 Administration of Construction Fund int the Event ofCondrmnatiQn, or Damage or Destruction of Development. If the Development or any part of it is to be repaired or reconstructed after damage or destruction or condemnation, then all proceeds collected under any and all policies of insurance referred to in Article 5 above covering such damage or destruction, or all compensation received for such taking by the exercise of the power of eminent domain, shall be paid into a special trust fund to be created and held by the Lessor and to be designated as the Construction Fund, during such repairing or reconstructing. Any surplus of such insurance or condemnation proceeds remaining after the completion of all payments for such repairing or reconstructing shall be retained by the Lessor. Section 6.4 Notice of Legal Proceedings. (a) In the event proceedings shall be instituted (i) for the exercise of the power of eminent domain, or(ii) as a result of any damage to or destruction of the Development, the Lessor shall be made a party to those proceedings, and if not made a party by the petitioning party, shall be brought into the proceedings by appropriate proceedings of other parties so that adjudication may be made of the damages, if any, to be paid to the Lessor as compensation for loss of the Development and the Land or for damage or destruction to the Improvements. Should the Lessor or Lessee receive notice of institution of any legal proceedings affecting the Development, the Party receiving such notice shall notify the other Party not later than five(5) days after receiving such notice. (b) The Lessor and the Lessee shall cooperate and consult with each other in all matters pertaining to the settlement,compromise, arbitration, or adjustment of any and all claims and demands for damages on account of damage to or destruction of the Development, or for damages on account of the taking or condemnation of the Improvements or the Land. ARTICLE 7: REPRESENTATIONS AND ASSURANCES Section 7.1 L essor to Give peaceful_Possession. Lessee shall have, hold, and enjoy, during the Lease Term (or date of sooner tennination),peaceful, quiet, and undisputed possession of the Land without Hindrance or 863\281124353.6 01/20/00 13 molestation by or from anyone so long as the Lessee is not in default under this Lease following the expiration of all applicable notice and cure periods. Section 7.2 Lessor Representations. The Lessor represents, as of the date of this Lease, as follows: (a) all requisite action has been taken by the Lessor in connection with entering into this Lease and the consummation of the transactions contemplated by this Lease, and this Lease has been duly executed and delivered by the Lessor and constitutes the legally valid and binding obligation of the Lessor, enforceable against the Lessor in accordance with its terms except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and (b) the execution of this Lease, the incurrence of the obligations set forth in this Lease, and the consummation of the transactions contemplated by this Lease do not violate any order or ruling of any court binding on the Lessor or any provision of any indenture, agreement, or other instrument to which the Lessor is a party or may be bound and to the best of the Lessor's knowledge, neither the entry into nor the performance of this Lease or the other documents contemplated in this Lease, has resulted or will result in any violation of, or conflict with, or invalidate, cancel or make inoperative, or result in the creation of any lien, encumbrance or any other charge upon the Land pursuant to, or constitute a default under, any charter, bylaw, partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, credit agreement, franchise, permit,judgment, decree, order, easement,restriction or other charge, right or interest applicable to the Lessor or the Development. Section 7.3 Lessge Roresenta ions. The Lessee represents, as of the date of this Lease, as follows: (a) it is a California nonprofit public benefit corporation,duly organized, validly existing, and in good standing under the laws of the State of California; (b) all requisite action has been taken by it in connection with entering into this Lease and the consummation of the transactions contemplated by this Lease, and this Lease has been duly executed and delivered by the Lessee and constitutes the legally valid and binding obligation of the Lessee,enforceable against the Lessee in accordance with its terms except as the same may be affected by bankruptcy, insolvency,moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally; (c) the execution of this Lease, the incurrence of the obligations set forth in this Lease, and the consummation of the transactions contemplated by this Lease do not violate any order or ruling of any court binding on the Lessee or any provision of any indenture, agreement or other instrument to which the Lessee is a party or may be bound, and neither the 863128\124353.6 01/20/00 14 entry into nor the performance of this Lease or the other documents contemplated in this Lease has resulted or will result in the violation of, or conflict with, or invalidate, cancel or make inoperative, or constitute a default under, any charter, bylaw,partnership agreement, trust agreement, mortgage, deed of trust, indenture, contract, credit agreement, franchise, permit, judgment, decree, order, easement, restriction or other charge, right or interest applicable to the Lessee; and (d) it has not employed or retained any company or person, other than a bona fide employee working for the Lessee or a general partner of the Lessee, to solicit or secure this Lease, and it has not paid or agreed to pay any company or person, other than a bona fide employee of the Lessee, any fee, commission,percentage,brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making this Lease. For breach or violation of this representation, the Lessor shall have the right to annul this Lease without liability or, in its discretion, to otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Upon a request by the Lessor, the Lessee shall cause its Authorized Officers to provide a certificate confirming this representation. ARTICLE 8: DEFAULTS AND REMEDIES Section 8.1 (a) Any one or more of the following events shall constitute an"Event of Default" by Lessee hereunder: (i) Failure of Lessee to pay rent or make any other payment required hereunder, and continuance of such failure for a period of thirty(30)days after receipt by the Lessee of written notice specifying the nonpayment; (ii) Failure of the Lessee to observe and perform any other covenant, condition or agreement hereunder on its part to be performed,`and continuance of such failure for a period of thirty(30) days after receipt by the Lessee of written notice specifying the nature of such default, except for a failure to perform insurance requirements under the Lease, for which Lessee shall have a cure period of two(2)business days following receipt of written notice from the Lessor of a failure to comply with insurance requirements; or (iii) The Lessee's abandonment of the Land for the period of time required for such abandonment to be legally recognized as such under California law; or (iv) A general assignment by the Lessee for the benefit of creditors; or (v) The filing of a voluntary petition by the Lessee,or the filing of an involuntary petition by any of the Lessee's creditors, seeking the rehabilitation, liquidation or reorganization of the Lessee under any law relating to bankruptcy,insolvency or other relief of 883\281124353.8 01/20/00 15 debtors,provided that in the case of an involuntary petition Lessee shall have sixty (60) days to cause such petition to be withdrawn or dismissed; or (vi) The appointment of a receiver or other custodian to take possession of substantially all of the Lessee's assets or of this leasehold,which appointment is not withdrawn or dismissed within sixty(60) days; or (vii) The Lessee becomes insolvent or declares in writing it is unwilling to pay its debts as they become due; or any court enters a decree or order directing the winding up or liquidation of the Lessee or of substantially all of its assets;or the Lessee takes any action toward the dissolution or winding up of its affairs or the cessation or suspension of its use of the Development; or (viii) Attachment, execution or other judicial seizure of substantially all of the Lessee's assets or this leasehold, which is not dismissed,bonded, or stayed within sixty (60) days; (ix) A violation of the Lessee's obligations under the Triparty ,agreement or the Operating Agreement (without cure or waiver after expiration of applicable cure periods); or (x) A default by Lessee under any Approved Financing Document, (b) Whenever any Event of Default by Lessee has occurred and is continuing, and upon expiration of any applicable cure periods, the Lessor may take whatever action at law or in equity as may appear reasonably necessary to enforce performance or observance of this Lease, including without limitation, termination of this Lease. In the event of an Event of Default by Lessee, Lessor's remedies shall be cumulative, and no remedy expressly provided for in this section shall be deemed to exclude any other remedy allowed by law. Section 8.2 Event of D It by r ; Rcmedy for]2efaull byLesSo. Failure of the Lessor to observe and perform any covenant, condition or agreement hereunder on its part to be performed, and continuance of such failure for a period of thirty(30) days after receipt by the Lessor of written notice specifying the nature of such default, shall constitute an Event of Default by Lessor hereunder. Upon the occurrence of an Event of Default by Lessor, Lessee may take whatever action as may appear reasonably necessary to enforce the specific performance or observance of this Lease, including termination of this Lease. However, in no event shall County have any liability for damages to Lessee resulting from any Event or Default by Lessor or for any other reason. In the event of an Event of Default by Lessor, Lessee's remedies shall be cumulative, and no remedy expressly provided for in this section shall be deemed to exclude,any other remedy allowed by law. 8631281124353.6 01/20/00 16 ARTICLE 9: MISCELLANEOUS Section 9.1 Instrument Is Entire Agreement. This Lease constitutes the entire agreement between the Parties with respect to the Lease by the Lessor to the Lessee of the Land. This Lease completely supersedes all prior understandings or agreements, both written and oral, between the Parties relating to the lease of the Land. Section 9.2 Notices. (a) All notices hereunder shall be in writing signed by the Authorized Officer(s) and shall be sufficient if sent by United States first class, certified mail,postage prepaid, or express delivery service with a receipt showing the date of delivery, addressed if to the Lessor: County of Contra Costa Office of the County Administrator 651 Pine St., 11 th Floor Martinez, CA 94553 Attn: Scott Tandy, Chief Assistant County Administrator if to the Lessee: SHELTER, Inc, of Contra Costa County 1070 Concord Ave., Suite 200 Concord, CA 94520 Attn: Executive Director or any other address as either Party may have furnished to the other in writing pursuant to the requirements of this Section 9.2 as a place for service of notice. Any notice so mailed shall be deemed to have been given on the delivery date or the date that delivery is refused by the addressee, as shown on the return receipt. (b) A copy of each notice of default sent under Section 9.2(a) shall also be sent, in the manner described in Section 9.2(a), to the Approved Funders with any outstanding Approved Financing. Section 9.3 Non-Liability of Q icials Emplloyand Agots. No member, official, employee or agent of the Lessor shall be personally liable to the Lessee, or any successor in interest, in the event of a Lessor default. Section 9.4 - Force Maieure. Performance by either Party shall not be deemed to be in default where performance is impossible due to war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of Cod; acts of the public enemy; epidemics; quarantine restrictions; freight 8631281124353.6 01/20/00 17 embargoes; governmental restrictions or priority; litigation(including suits filed by third parties concerning or arising out of this Lease); weather or soils conditions which, in the opinion of the Lessee's contractor, will necessitate delays; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts of the other Party; acts or failure to act of any public or governmental agency or entity (other than the acts or failure to act of the Lessor); or any other causes (other than the Lessee's inability to obtain financing for the Development)beyond the control or without the fault of the Party claiming an extension of time to perform. Times of performance under this Lease may also be extended in writing by the Lessor and the Lessee. Section 9.5 N!an-Waiver of Brekt, Neither the failure of a Party to insist upon strict performance of any of the covenants and agreements of this Lease nor the failure by the Party to exercise any rights or remedies granted to such Party under the terms of this Lease shall be deemed a waiver or relinquishment (a) of any covenant herein contained or of any of the rights or remedies of the applicable Party, (b)of the right in the future of the applicable Party to insist upon and to enforce by any appropriate legal remedy a strict compliance with all of the covenants and conditions thereof, or(c)the right of the Lessor to recover possession of the Land upon occurrence of a default and the expiration of applicable notice and cure periods or the expiration of the Lease Term (or any sooner termination of the Lease). Section 9.6 Co==art5. This Lease may be executed in counterparts and multiple originals, each of which shall be an original and all of which shall constitute the same instrument. Section 9.7 ,,ease Bidding on Successors. This Lease shall inure to the benefit of, and shall be binding upon,the Lessor, the Lessee, and their respective permitted successors and assigns. Section 9.8 Relationship ofPartigs. Nothing contained in this Lease shall be deemed or construed by the Parties or by any third party to create the relationship of principal or agent;partnership;joint venture; association; or buyer and seller. Neither the computation of anypayments and other charges under the terms of this Lease nor any other provisions contained in this Lease,nor any act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship of landlord and tenant. Section 9.9 Meriz There shall be no merger of this Lease, or any interest in this Lease or of the leasehold estate created hereby, with the fee estate in the Land by reason of the fact that this Lease or such 863\28\124353.6 01/20/00 interest may be directly or indirectly held by or for the account of any person who shall hold the fee estate in the Land, or any interest in such fee estate; nor shall there be such a merger by reason of the fact that all or any part of the leasehold estate created hereby may be conveyed or mortgaged in a leasehold mortgage to a leasehold mortgagee who holds the fee estate in the Land or any interest of the Lessor under this Lease. Section 9.10 Iitl_u. Any titles of the sections or subsections of this Lease are inserted for convenience of reference only and shall be disregarded in interpreting any of its provisions. Section 9.11 Severability. If any provision of this Lease or the application of any provision to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Lease, or the application of such provision to persons'or circumstances other than those as to which it is invalid or unenforceable, shall not be affected, and each provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. Section 9.12 Applicable Law. This Lease shall be governed by and construed in accordance with the laws of the State of California. Section 9.13 Legal Actions. The Superior Court of the County of Contra Costa shall be the forum and venue for any litigation between the Lessor and Lessee concerning or arising out of this Lease. Section 9.14 Approval . (a) Whenever this Lease calls for a Party's approval, consent, or waiver, the written approval, consent, or waiver of the Party's Authorized Officer(s) shall constitute the approval, consent, or waiver of the Party,without further authorization required from the Party's board. The Parties hereby authorize their Authorized Officers to deliver such approvals or consents as are required by this Lease,or to waive requirements under this Lease, on behalf of them (including, in the case of the Lessor, to encumber the fee in the Land pursuant to Section 5.2(b)). (b) All approvals under this Lease shall be subject to a reasonableness standard, except where a sole discretion standard is specifically provided. (c) All approvals granted by the County pursuant to this Lease shall be deemed approvals by the County only in its capacity as owner and ground lessor of the Land. Nothing contained in this Lease shall constitute approval by the County or any other 8631281124353.6 01/20/00 19 governmental entity, or shall limit the discretion of the County or any other governmental entity, acting in its governmental capacity. Section 9.15 TnSpection gf Rooks and Records. The Lessor has the right at all reasonable times to inspect and copy the books, records and all other documentation of the Lessee pertaining to its obligations under this Lease. The Lessee shall maintain adequate records for a period of at least three (3) years after the end of the operating year in which the records were created. Section 9.16 No T ird-PagBeneficiaries. It is not the intention of the Lessor or the Lessee that any person or.entity occupy the position of intended third-party beneficiaries of the obligations assumed by any party under this Agreement. Section 9.17 C,o��„per� The Parties shall reasonably cooperate with each other to fulfill the terms and conditions of this agreement. Section 9.113 $aresentgion by Counsel. The Parties each acknowledge that they have been represented in the negotiations for, and in the preparation of, this Lease by counsel of their own choosing; that they have read this Lease or have had it read to them by their counsel; and that they are fully aware of and understand its contents and its legal effect. Accordingly, this Lease shall not be construed against any party, and the usual rule of construction that an agreement is construed against the party which drafted it shall not apply. Section 9.19 M=n=dum of Lgase. The Parties shall execute and record against the Land a Memorandum of Lease, promptly following execution of this Lease. It is the intention of the Parties that the recordation of the Memorandum of Lease shall create the Land as a separate, subdivided parcel of property. 863128\124353.6 01/20/00 20 BY SIGNT_NG BELOW, the Parties confirm their agreement to the terms of this Lease as of the date first written above. COUNTY LESSEE COUNTY OF CONTRA COSTA, a SHELTER, Inc. of Contra Costa County, a political subdivision of the State of California nonprofit public benefit corporation California By By County A ator Its RECOMMENDED FOR APPROVAL: By ,.JL— Its I fry `� m erector, Capi�talFac�ilitiesan Debt Manageme By - Deputy eneral Servi ector By CQLLn— Lease Manager APPROVED AS TO FORM: VICTOR J. WESTMAN, County Counsel y 868\28\124353.6 21 01/20100 EXHIBIT A DESCRIPTION OF THE LAND 863\28\1243516 01/20/00 A-1 EXHIBIT "A" THE LAND REFERRED TO HEREIN 1S THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, CITY OF ANTIOCH, AND IS DESCRIBED AS FOLLOWS: BEING A PORTION OF PARCEL "B" AS SHOWN ON THE MAP OF MINOR SUBDIVISION 19-84, FILED JULY 9, 1936, IN BOOM 123 OF PARCEL MAPS AT PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF PARCEL "A" OF SAID MINOR SUBDIVISION 19-34 (123 PM 1); THENCE FROM SAID POINT OF BEGINNING ALONG THE NORTHWESTERLY LINE OF SAID PARCEL "A" (123 PM 1); SOUTH 55°51'47" WEST 576.46 FEET; THENCE LEAVING SAID NORTHWESTERLY LINE NORTH 3052'16" EAST 25.38 FEET TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING NORTH 3052'16" EAST 80.51 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 580.00 FEET, THROUGH A CENTRAL ANGLE OF 32°25'12", A DISTANCE OF 328.18.FEET, TO A POINT FROM WHICH A RADIAL BEARS SOUTH 53024'32" EAST; THENCE SOUTH 3348'25" EAST 252.77 FEET; THENCE SOUTH 55051'47" WEST 310.83 FEET TO THE TRUE POINT OF BEGINNING. January 11, 2000 Job #564 Revision #1 Exhibit "A" SUBDIVISION M .� 4 S 19 8 ..-- 7-9-1986 : 123 PM 1 �g5 w camA PAROL "B" �� / �T'P� N34'08'1 3"w N s+ co 20.0 NON—EXCLUSIVE. EASEMENT L w PAROL "A" l SIS OF BEARINGS CALIFORNIA COORDINATE SYSTEM ZONE III MONUMENT LINE IN N� r BELLE DRIVE AT EISENHOWER WAY, N A5 SHOWN ON SUBDIVISION 3225 �5:65 4ti (96 M 36) TAKEN AS N55`51'47"E. p� DRAWN: 1A.S. I UDI-TETRAD CONSULTING ENGINEERS, INC. CHECKED: R.L.P.I 5528 PACHECO BLVD., PACHECO, CA 94553 (925) 674-0218 l�J SURVEY: EXHIBIT n�� SCALE; l" � 100' APPROVED: -- �j h �r DATE: ,AN. 2000 LEGAL DISCRIPTION — --PORTION OF PARCEL "R" Joe 4o. 5564 EXHIBIT F Approved Plans and Specifications (To be attached after County approval) EXHIBIT F Approved Plans and Specifications EXHIBIT G Design/Build Contract (To be attached following execution of the Design/Build Contract in form approved by County) EXHIBIT G Design/Build Contract EXHIBIT H Environmental Requirements EXHIBIT H Environmental Requirements EXHIBIT H pa¢rrc� r U.S.Departmbnt of Housing and Urban Development Pacific/Hawaii Office of Community Planning and Development Environmental Branch Environmental Assessment (HUD recommended format per 24 CFR 58.36, revised 1/99) Project Identification: Contra Costa County Transitional Housing Center West of 4545 Delta Fair Blvd., Antioch, CA Preparer: Robert Shaw, Consulting Environmental Planner Responsible Entity: Contra Costa County Community Development Department Environmental Assessment Responsible Entity 124 CFR 58.2(a)(7)]: Contra Costa County Community Development Department Certifying Officer[24 CFR 58.2(a)(2)1: James Kennedy Project Name: Contra Costa County Transitional Housing Center Project Location:West of 4545 Delta Fair Blvd.,Antioch, CA Estimated total project cost: $2,500,000 ($425,000 CDBG Portion) Grant Recipient 124 CFR 58.2(a)(5)]:Contra Costa County Community Development Department Recipient Address: 651 Pine Street, 4th Floor, North Wing, Martinez, CA 94553-0095 Project Representative: Belinda Smith Telephone Number: (925) 335-1260 Conditions for Approval: (List all mitigation measures adopted by the responsible entity to eliminate or minimize adverse environmental impacts. These conditions must be included in project contracts or other relevant documents as requirements). 124 CFR 58.40(d),40 CFR 1505.2(c)] 1. Comply with requirements outlined in the Special Environmental Clearance Memorandum in regard to noise. 2. Mitigate arsenic found in the soils to levels acceptable to EPA Standards. 3. Site plan should not locate building within the fall distance of the High Voltage Power Lines[Towers. 4. It is recommended that the site building plans should be developed so as to screen units from the high light levels produced by the Los Medanos College's outdoor sports stadium. FINDING: [58.40(g)] Z Finding of No Significant Impact (The project will not result in a significant impact on the quality of the human environment) E] Finding of Significant Impact (The project may significantly affect the quality of the human environment) Preparer Signature: Date: " Title/Agency: Con sultin Environmental Planner RE Approving Official Signature: Date: Title/Agency: 3 Statement of Purpose and Need for the Proposal: (40 CFR 1508.9(b)1 Within Contra Costa County the need for homeless shelters for families is great. This project will be the 1 st such facility developed within the County. The project will be a temporary refuge for homeless families trying to get on their feet. Families will occupy the either two or three bedroom apts. for up to eight months allowing parents to participate in employment training-programs. Description of the Proposal: Include all contemplated actions which logically are either geographically or functionally a composite part of the project, regardless of the source of funding. [24 CFR 58.32,40 CFR 1508.251 The proposal is to build 20,-2 and 3 bedroom units on a four acre site. The project will contain transition housing units. Existing Conditions and Trends: describe the existing conditions of the project area and its surroundings, and trends likely to continue in the absence of the project. [24 CFR 58.40(a)) The present site is vacant and has been used for agricultural crops. The site is located between Los Medanos College and the County Social Services building. It backs up to the proposed Standard Oil roadway and a PC & E high voltage power line. The site is flat and will be easily developed for housing. The site is located in Antioch next to the City of Pittsburg. The area has been slowly developing into commercial and residential land uses. 4 Statutont Checklist [24CFR§58.51 For each listed statute, executive order or regulation, record the determinations made. Note reviews and consultations completed as well as any applicable permits or approvals obtained. Attach evidence that all required actions have been taken. Record any conditions or mitigation measures required. Then, make a determination of compliance or consistency. Factors Determinations and Compliance Documentation Historic Preservation No historic resources located within the Area of Potential Effect [36 CFR 8001 (APE) S.D. 3, 4, 5 Floodplain Management Project not located within a Floodplain S.D. 1, 7, 3 [24 CFR 55,Executive order 11988] Wetlands Protection Project not located within a Wetland. Site has been historically [e=xecutive Order I 1990 used for agricultural products. S.D. 1, 2, 3 Coastal Zone Project not located within a Coastal Zone. Site is miles inland Management Act from Coastal waters. S.D. 1, 2, 3 Sections 307(c),(d) Sole Source Aquifers No Sole Source Aquifers exist within Contra Costa County. [40 CFR 149] S.D. 1, 6 Endangered Species Act No endangered species exist on the site. The site has no [50 CFR 402] indication of being an attraction for food or water or nesting to any animals. It has been used for agricultural and contains no native plants. S.D. 1, 3, 2 Wild and Scenic No wild and scenic rivers are present within Contra Costa Rivers Act County. S.D. 1, 2, 3 Sections 7(b),(c)] Air Quality No asbestos present on the site, no Notices are req. [Clean Air Act,Sections 176(c) BAAQMD did not respond to letter sent to them 717199 asking and(d),and 40 CFR 6,51,93] for comments on air quality. Project is only 20 units under threshold for BAAQMD. S.D. 1, 8 Farmland Protection Policy Site is not listed as prime agricultural land. Site is not shown Act[7 CFR 658] on the City General Plan as prime agricultural land. S.D. 1, 2, 3 Environmental Justice Site is not located within an area subject to toxic or other [Executive order 128981 hazards. Site is not located near an area impacted by a high numbers of low income housing units. S.D. 1, 2, 10, 11, 12 HUD Environmental Standards Determinations and Compliance Documentation Noise Abatement and Site will require"Special Environmental Clearance". Site is Control[24 CFR 51 B] impacted by noise levels in the"Normally Unacceptable" range (72.8 DNL). Noise mitigation measures will be required in the final project plans and specs. (See Noise Study). S.D. 12 Toxic or Hazardous The site's soil contains levels of arsenic which exceeds Substances and Preliminary Remediation Goals (PRG)set by the U.S. Radioactive Materials Environmental Protection Agency (EPA). Project plans and [HUD Notice 79-33] specs must include a remediation plan such as soil capping, delution or importation of clean soil. The plan must bring the soil chemical levels down to EPA Standards. (See enclosed report dated 7/13/99 by Clayton Environmental Consultants) 5 A Phase 1 Environmental Assessment has been prepared (enclosed)the results indicate no toxic hazards except as noted above are present at the site. S.D. 10, 11 Siting of HUD-Assisted Project buildings are located within 220 yards of three(3) Projects near Hazardous petrolium/natural gas pipelines operated by the following Operations 124 CFR 51 CI companies: 1. Tosco Distribution/Aera Energy LLC 2. Equilon Pipeline Co. 3. Chevron Pipeline Co. It has been HUD/FHA Policy not to construct residential housing units within 10'of the pipeline easment or within 220 yards of the pipeline itself unless the pipeline company furnishes the agency with a certification that the pipeline is operated and complies with CFR Title 49 Parts 192/195. These certifications have been received from all three pipeline companies, therefore no hazard is present. S.D. 9 Airport Clear Zones and The proposed site is not located in the vecinity (within 3,000') Accident Potential Zones of any airport or airfield. Therefore site is not located within an 124 CFR 51 D] Airport Clear Zone or an Accident Potential Zone. S.D. 1, 2, 3 6 Environmental Assessment Checklist [Environmental Review Guide HUD CPD 782, 24 CPR 58.40;Ref.40 CPR 1508.8&1508.27] Evaluate the significance of the effects of the proposal on the character,features and resources of the project area. Enter relevant base data and veritable source documentation to support the finding.Then enter the appropriate impact code from the following list to make a finding of impact. Impact Codes: (1)-No impact anticipated; (2)-Potentially beneficial, (3)-Potentially adverse;(4)-Requires mitigation; (5)-Requires project modification. Note names,dates of contact,telephone numbers and page references. Attach additional materials as needed. Land Development Code Source or Documentation Conformance with 1 The project site has been zoned for the permitted use of Comprehensive Plans transitional housing. The proposed building density and height and Zoning will comply with local zoning reg. S.D. 1,2,3 Compatibility and 2 The project will be compatible with surrounding land uses. No Urban Impact urban impact is anticipated. The development of temporary housing is for homeless families will be a beneficial impact to the urban counties as well as the city of Antioch. S.D. 1,2, 3 Slope 1 The site is fiat. No slope exist on this site previously used for agricultural. S.D. 1,2, 3 Erosion 1 The site is fiat. No erosion is present on the site or immediate site area. S.D. 1,2,3 Soil Suitability 1 The is suitable for housing per soils report. S.D. 13 Hazards and Nuisances 4 Hazards:The site is near existing overhead high voltage power including Site Safety lines/towers owned by PG&E(Standard Cil Ave.). No structures should be located closer than 10'from the power line right-of-way &at least the fall distance away from any structural tower. S.D. 1, 14 Nuisance: The site is located near the Los iUledanos College outdoor sports stadium. The night event lighting system,when in operation,will create a niusance for the project residents. An Architectural/Landscape design is needed in order to mitigate this nuisance. S.D. 1,2 Energy Consumption 1 The project will be designed and constructed to meet the latest governmental codes for energy reduction. S.D. 1,2, 3 Noise-Contribution to 1 No impact is anticipated. The housing project provides for on site Community Noise Levels automobile parking per City Code however,the number&usage of autos and their related noise levels will have a minimal impact on any increase in noise levels. S.D. 1,2, 3 Air Quality 1 No impact is anticipated. S.D. 1,2,38 Effects of Ambient Air Quality on Project and Contribution to Community Pollution Levels Environmental Design 1 No impact is anticipated. Site is somewhat remote from other Visual Quality-Coherence, land uses. The project design will be s mpathetic to the general 7 Diversity,Compatible Use and urban/project area. S.Q. 1,2,3, 15 Scale Socioeconomic Code Source or documentation Demographic Character Changes 1 No impact anticipated. Site is vacant. S.D. 1, 2, 3 Displacement 1 " Employment and Income Patterns 2 A beneficial impact is anticipated. Some employement positions for staff will be created. S.D. 1 8 Community Facilities and Services Code Source or Documentation Educational Facilities 1 No impact anticipated. S.D. 1,8 Commercial Facilities 1 No impact anticipated. S.D. 1,3,8 Health Care 1 No impact anticipated. The site is near adequate health care facilities. Located within Antioch. S.D. 1,2,3, 8 Social Services 1 No impact anticipated. S.D. 1,2,3,8 Solid Waste 1 Waste Water 1 Storm Water 1 Water supply 1 " Public Safety 1 -Police -Fire 1 -Emergency Medical 1 " Open Space and Recreation 1 " -Open Space -Recreation 1 " -Cultural Facilities 1 Transportation 1 9 Natural Features Source or Documentation Water Resources 1 Surface Water 1 No lakes or rivers are within or near the site. Therefore,no impact is anticipated. S.D. 1,2,3,8 Unique Natural Features and 1 No impact is anticipated. No natural features or prime agricultural Agricultural Lands land existing within or near the site. S.D 1,2, 3, 8 Vegetation and Wildlife 1 No impact anticpicated. The site is void of any vegetation or wildlife. S.D. 1,2,3, 8 Other Factors Source or Documentation NOTE: The Responsible Entity must additionally document and ensure compliance with 24 CFR§58.6 in the ERR, particularly with the Flood Insurance requirements of the Flood Disaster Protection Act and the Buyer Disclosure requirements of the HUD Airport Runway Clear Zone/Clear Zone regulation at 24 CFR 51 Subpart D. Summary of Findings and Conclusions ALTERNATIVES TO THE PROPOSED ACTION Alternatives and Project Modifications Considered l24 CFR 58.40(e), Ref.40 CFR 1508.91 (Identify other reasonable courses of action that were considered and not selected, such as other sites, design modifications, or other uses of the subject site. Describe the benefits and adverse impacts to the human environment of each alternative and the reasons for rejecting it.) No Action Alternative 124 CFR 58.40(e)l (Discuss the benefits and adverse impacts to the human environment of not implementing the preferred alternative). Mitigation Measures Recommended 124 CFR 58.40(d),40 CFR 1508.201 (Recommend feasible ways in which the proposal or external factors relating to the proposal should be modified in order to eliminate or minimize adverse environmental impacts.) 10 1. Comply with requirements outlined in the Special Environmental Clearance Memorandum in regards to noise. 2. Mitigate arsenic found in the soils to levels acceptable to EPA Standard 3. Site plan should not locate building within the fall distance of the High Voltage Power Lines/Towers. 4. Site building plans should be developed so as to screen units from the high light levels produced by the Los Medanos College's outdoor sports stadium. Additional; Studies Performed (Attach studies or summaries) 1. Soils Report(Structural) 2. Phase I Environmental Assessment dated 8/27/99 3. Noise analysis by Robert Shaw 4. Soil analysis (Chemical) by Clayton Env. Consultaion 7/13/99 List of Sources, Agencies and Persons Consulted I40 CFR 1508.9(b)j 1. Piled Observation by Robert Shaw 6/29199 2. City of Antioch General Plan 3. Draft/Final Environmental Impact Report(CEOA)by Cole/Mills and Assoc.dated 9/21/84. Negative Declaration dated 6/16/99 4. State Office of Historic Preservation(SHPO)letter 8/23/99 5. North West Information Center Letter 7/29199 6. HUD/EPA Memorandum of Understanding&Sole Source Aquifer Map 7. Federal Emergency Management Agency(FEMA)Map Panel#064026-0001 C dated 9/4/87 8. Environmental Engineering letter sent on 717/99 9. PueUNatural Pipeline letters 10. Phase I Environmental Assessment by Clayton Environmental Consultants dated Aug.27, 1999 11. Soil Analysis by Clayton Environmental Consultants 7/13/99&recommendation letter 12. Noise analysis by Robert Shaw 13, Soils Report by: dated: 14. HUD Handbook 4150.1 REV-1 HUD Memo 8/14187 from Central Office HUD Memo 5/11/90 Atlouta Region 15. Project Architectural/Landscape Plan by: dated: II MEMORANDUM TO: Whom it May Concern FROM: Certifying Officer RE: SPECIAL ENVIRONMENTAL CLEARANCE Antioch Transitional]Mousing Center Antioch, California This Environmental Assessment contains a Noise Assessment prepared per H.U.D. guidelines for the new construction of a housing development at the above-named project. Based upon this Assessment, the proposed site is impacted by external noise that has a rating of 72.8 DNL, which is "Normally Unacceptable"per H.U.D. Guidelines. Under authority granted to me under CFR Part 51, Section 51.104 (b)(1), and in order to provide a relatively noise free environment for the project's residents, I am requiring the following noise mitigations be included in the final project: I. The construction materials and methods be evaluated and improved if necessary, to supply a 30 sound transmission class (STC) rated combined walls, windows, doors, and vent ducts on the exterior walls facing all surrounding streets. 2. In addition, an air circulation/air conditioning system for all units in the residential building fronting onto the surrounding streets is recommended. Since without an air circulation/air conditioning system, the windows of these units would be opened for air circulation by residents during warm seasons, thus exposing them to unacceptable noise levels. 3. To assure that an overall STC rating of 30 or more is achieved, prior to final approval of building plans, I am requiring that a completed Description of Noise Attenuation Measures (Figure 19) be prepared which demonstrates that the project's noise exposure will be adequately mitigated. A copy of the completed Description of Noise Attenuation Measures, approved by me, will then be included in the Environmental Review Record for the project. 4. Provide noise attenuation for the outdoor spaces (balcony, patios) so as to be in conformance with HUD's Land Use Guidelines as outlined in HUD's Noise Guidebook page#2 (65 DNL Maximum, 55 DNL Goal). Under my authority as Certifying Officer and Environmental Clearance Officer, per 24 CFR Section 51.104 (b)(1), I am waiving the requirement to prepare an EIS for the project as it has been demonstrated to me that the noise exposure of the proposed living areas can be adequately mitigated, and no other issues or statutes were found to be of concern in the Environmental Assessment which would merit preparation of an EIS. Signed: Dated: EXHIBIT I Insurance Requirements EXHIBIT I Insurance Requirements EXHIBIT I Insurance Requirements for General Contractor and Subcontractors, Architect and Subconsultants,HomeAid, and Shelter 1. Workers CgmpensationInsurance (applies to all): Workers Compensation Insurance for all employees and volunteers used on the Center project in the amount required by state law. In case any employees or volunteers engage in hazardous work on the project and are not protected under the workers compensation statute, or in case there is not applicable workers compensation statute, adequate insurance must be provided for all employees and volunteers not otherwise protected. The policy shall provide for a waiver of subrogation against the County. 2. Cotnnreh nsive or Commercial General Li bililY Insurance (applies to all): Comprehensive or Commercial General Liability(CGL) Insurance, including coverage for the indemnification provisions in the Tri-Party Agreement, broad form property damage, and non-owned automobiles, with a minimum combined single-limit coverage of Two Million Dollars ($2,000,000) for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof, arising out of each accident or occurrence. For subcontractors only,the minimum combined single limit coverage shall be One Million Dollars ($1,000,000). 3. Automobile Liability Ino=ce (applies to Gcneral ContracjQr and my p rhes with owned automobiles): Automobile Liability Insurance, including coverage for owned and non-owned automobiles, with a minimum combined single-limit coverage of Two Million Dollars ($2,000,000)for all damages due to bodily injury, sickness or disease,or death to any person, and damage to property, including the loss of use thereof, arising out of each accident or occurrence. For subcontractors only,the minimum combined single limit coverage shall be One Million Dollars ($1,000,000). 4. Professional I iabi 'tv(Errors and Omissions) Insurance(applies tQ Architect and subconsu tants only): Professional Liability(Errors and Omissions) Insurance with minimum coverage of Two Million Dollars($2,000,000)and a maximum deductible of Fifty Thousand Dollars ($50,000). 5. Builder's Risk Insuranc (applies to Contractor nlv): Builder's Risk Insurance covering the Center project during construction against all risks of loss for one hundred percent(100%) completed value. The policy shall provide for losses to Page 1 of 2 be payable to the County and Shelter, as their interests may appear, and shall provide that the insurer shall not have rights of recovery against the County and Shelter. 6. Minimum Carrier Rating: The above insurance shall be issued by carriers admitted in California and acceptable to the County with a minimum Best's (A.M. Best Co.)Insurance rating of A-:VII. In the County's sole discretion,the County may accept a non-admitted carrier with a Best's rating of higher than A-:VII. 7. Prima ovgra : The above insurance shall provide primary coverage as to the County, regardless of any other insurance or self-insurance that the County may have, and the policies shall include endorsements or provisions to that effect. 8. Certificates-of Insu ante: Evidence of coverage shall be provided to the County Representative no later than the dates specified in Section 3.4(b)(13) of the Tri-Party Agreement and shall be subject to County review and approval. Endorsements and certificates of insurance shall indicate that Contra Costa County, its boards, officers, employees, representatives, attorneys, and agents have been named as additional insureds. The endorsements and certificates shall contain a provision that coverage afforded under the policies will not be cancelled until at least thirty(30) days' prior written , notice has been given to Contra Costa County of policy cancellation, lapse, or material change in coverage. Page 2 of 2 k EXHIBIT J Form of Construction Warranty EXHIBIT J Form of Construction Warranty EXHIBIT J Form of Construction Warranty RANTES We hereby guarantee to Shelter, Inc. and the County of Contra Costa(the 'Beneficiaries")the (Type of Work) which we have installed at (Address) California, for one(1)year's use from date of filing of the Notice of Completion of Construction of the Center. We agree to repair or replace to the satisfaction of the Beneficiaries any or all such work that may prove defective in workmanship or materials within that period, ordinary wear and tear and unusual abuse or neglect excepted, together with any other work which may be damaged or displaced in so doing. If we fail to comply with the above Conditions of the Contract,we, collectively and separately, do hereby authorize the Beneficiaries to proceed to have the defects repaired and made good at our expense and we will pay the casts and charges therefore immediately upon demand, including any reasonable attorneys' fees, court costs, and litigation expenses incurred by Beneficiaries in collecting the costs and charges. This guarantee covers and includes any special terms, including time periods, specified for this work or materials in the plans and specifications for this project, and is in addition to, and not exclusive of, any other warranty provided by law. SUBCONTRACTO By: By: Its: Its: Date: Date: GENERAL CQNTRACTQ By: By: Its: Its: Date: Date: Note: If the firm is not a corporation, add a paragraph stating the type of business organization and the capacity and authority of the person signing the guarantee. ALL SIGNATURES MIDST BE NOTARIZED 8631281124344,8 01/20/00 J-1 EXHIBIT K Disbursement Schedule (Showing incremental disbursements of funds by the County into the Disbursement Account and not showing disbursements out of Disbursement Account for payment of development costs) EXHIBIT K Disbursement Schedule EXHIBIT K Disbursement Schedule County will disburse Funds into the Disbursement Account in general accordance with the following schedule, as may be modified from time to time at the discretion of the County Representative in accordance with the actual progress of construction. Date Amount March 1, 2000 $600,000 June 1, 2000 $400,000 October 1, 2000 $300,000 January. 1, 2001 $376,553 K-1 DisbSched 1/24/00 EXHIBIT L Farm of Application for Payment from Contractor to Shelter EXHIBIT L Form of Application for Payment from Contractor to Shelter � N � DOtriQtSfJQQQQ S t d a q 1! CL 4op CL 06OA00001 f* +»ery�s as ruffs in d ~ $ 888888888 $ e - Igg gsl$iggs W 88888 8 8 CR c3 9 V 44 tj Loa CL as L EPd $ film! � s w. N oy�6 �pp1�{ tgt�y+ IwT � Q7} Fib RD i�. �iNW �, ��N iAs!�l► } M e? 40 w {rN�" M1l� tC7N $IVr � N�iiA T r y+H!! r NF iN as yr ens d a r s+ {d 6 P P fi � (v C O O C7 r O ti F. !O nR LQ IN qtqr Ir G Q to� too LU i Hag tw r� mrtmt� ,� T W �'J W tJ3 M-ml! sagas x a 4 VP to ' toowtm W S � gSgg 8 �- 4 a LL goomm � will i D M, X11 ID GROUND LEASE By and Between. THE COUNTY OF CONTRA COSTA and SHELTER, INC. OF CONTRA COSTA COUNTY (East County Family Transitional Center) 863\28\124353.6 01/20/00 . � � � TABLE OFCQhaEjSUS � ARTICLE 1: /��JT� E]�HI��lTS.,.......^..,.....~.......^...~ ,^.....~^^.—~..^ Section1.1 Definitions.................................'.',..,..^.~.~..^,^~,,_,,,,..,,,,~,_,.^.^.,2 Section 1.2 Exhibits ......~............~.............—...~^.......'.....-........ ........ 3 ARTICLE 2: LEASE OF THE LAND;PAYMENT OF RENT; OWNERSHIP OF IMPROVEMENT&.-...~..~.. ................................................. Section 2.1 Lease of the Y^aDd.......,..........,...............-.~...~^.,.....,,.~,,..,~,,.3 4 Section2.2 Te�o.........^..............,_....,.,.,.^.,,.,,..,,,,,'_^,,~.,.^,,,,,~,.^,~,._ � � Section 2.3 Uf�LeDt.....-........^..,.....^.,..`^,,..,._,,,,.~,,,~.,,.~.,,,.~.. Section 2.4 Title to Improvements.....~.......,,.,^..,,~,,.,.,,,._,,~^.,._,,'.,^.~,,,,,./4 Section 2.5o�� sm� s Le�u� �| �1� � TrerDfthe Development._ � �_...`.~.....^—...^............_.....—.-.....-...'..~.'4 Section 2.6 License for Access. ..................... ....................................................................+ ARTICLE 3: DEVELOPMENT OF IMPROVEMENTS ^^'^^'^^'^^^^'^-^^^^~~^'.''^^^~^^'--5 Section 3.1 Construction ofthe Center...............—...........................................................5 Section 3.2 Construction Pursuant to Pen-nitsand . .~---...--.-..----..5 Section3.3 Eonm .....^.—...~..........._...,..,,,,,,,,,,.,,^._._.,,,,,.5 � Sec1��l3/4[..��1 .._....~.-..._~......._...._......~..~.............,..-....^, Section 3.5 Permits,Licenses and Easements. .............. ..........................-~.....................5 ARTICLE 4: USE AND MAINTENANCE OF THE .-',..........._.../b Section4.1 Use of .......... ...........................................................................6 Section 4.2 Maintenance ofthe Development; Alteration of � Improvements. ,~,,,...,,,,._.,,.._,,_,,,,.....,,,,,,,,.,............-7 Section4.3 Utilities............................ ........ ^._ .............—...—..^....,,.,^,~,,,.,,,^',.,,./ Section 4.4Taxes and Assessments...................................................................... ............../ Section 4.5 Hazardous Materials. ................. .................^.............................................^....8 �OSection 4.6 ^ ......^..—....,...~.'`_,..^',,,^.-^..,~...,,,,,,.,..,. �0Section 4.7 .—....—......^....,...,,,.^.,,,,.,.,~,,~^,,,..., Section 4.8 Liens and Encumbrances Against Lessee's Interest in the Leasehold Estate. ~.........,...,.^....~........—..^~...~~.-.........—.10 Section 4.ANotice and Right toCure Defaults Under Approved Financing........—.—...lO ARTICLE5: INSURANCE.............. ............................................................................................10 Section 5.1 Coverage ......................................... ....~ ,, ~ _,,, ` ^ ,. .10 Section 5.2Insurance Policies and Premiums. .................................................................ll Section 5.3Proceeds ofInsurance. ........................................................... ........................}2 Section5.4Indemnification...............................................................................................12 ARTICLE 6: CONDEMNATION, DAMAGE OR DESTRUCTION OF THE DEVELOPMENT............................................................................. .....................I2 Section6.1 Condemnation'...............................................................................................l2 Section 6.2 Damage or Destruction, ...........,.-....—.-........-,..,....-...-.........—......l3 863\28\124353,6 � TABLE QF CQNIFNjg (continued) Section 6.3 Administration of Construction Fund in the Event of Condemnation, or Damage or Destruction of Development. ....................13 Section 6.4 Notice of Legal Proceedings...........................................................................13 ARTICLE 7: REPRESENTATIONS AND ASSURANCES........................................................13 Section 7.1 Lessor to Give Peaceful Possession................................................................13 Section 7.2 Lessor Representations. ..................................................................................14 Section 7.3 Lessee Representations...................................................................................14 ARTICLE 8: DEFAULTS AND REMEDIES ..............................................................................15 Section 8.1 Events of Default by Lessee; Remedy for Default by Lessee. .......................15 Section 8.2 Event of Default by Lessor; Remedy for Default by Lessor. .........................16 ARTICLE 9: MISCELLANEOUS ................................................................................................17 Section 9.1 Instrument Is Entire Agreement......................................................................17 Section9.2 Notices. ............................................................................ .............................17 Section 9.3 Non-Liability of Officials, Employees and Agents. ......... ................... .........17 Section 9.4 Force Majeure. ................................................................................................17 Section 9.5 Non-Waiver of Breach....................................................................................18 Section9.6 Counterparts....................................................................................................18 Section 9.7 Lease Binding on Successors..........................................................................18 Section 9.8 Relationship of Parties....................................................................................18 Section9.9 No Merger.......................................................................................................18 Section9.10 Titles. ............................................................................................................19 Section9.11 Severability. ..................................................................................................19 Section9.12 Applicable Law.............................................................................................19 Section9.13 Legal Actions................................................................................................19 Section9.14 Approvals......................................................................................................19 Section 9.15 Inspection of Books and Records, ................................................ ............_20 Section 9.16 No Third-Party Beneficiaries........................................................................20 Section9.17 Cooperation...................................................................................................20 Section 9.18 Representation by Counsel. ..........................................................................20 Section 9.19 Memorandum of Lease. ................................................................................20 EXHIBIT A DESCRIPTION OF THE LAND 863128\124353.6 it 01120/00 GROUND LEASE THIS GROUND LEASE (the "Lease") is entered into as of Epbruarv_.1, 2000, by and between the County of Contra Costa, a political subdivision of the State of California(the "County" or the "Lessor") and SHELTER, Inc. of Contra Costa County, a California nonprofit public benefit corporation(the,"Lessee"), with respect to the following facts. A. The County owns certain land located in the City of Antioch and described in ExhihiLattached hereto and incorporated herein (the "Land"). B. The Board of Supervisors of the County has deemed it necessary and appropriate for the County, in order to meet the social needs of the population, to establish a family transitional center on the Land to provide shelter and intensive social services and job training for temporarily homeless families in the County. C. Pursuant to California Government Code Section 26227, the County may lease County property to a nonprofit corporation to establish and operate County programs deemed by the Board of Supervisors to be necessary to meet the social needs of the papulation of the County, including in the areas of rehabilitation,welfare, and education, without complying with other provisions of the Government Code with respect to the leasing of County property, D. The Lessee has agreed to develop on the Land a family transitional center consisting of twenty (20)residential units and community space, including two (2) classrooms for job training and social service delivery,which will be owned and operated by the Lessee. E. Pursuant to the authority granted by Government Code Section 26227, the County desires to lease the Land to the Lessee pursuant to the terms of this Lease for the Lessee to develop, construct, own and operate the East County Family Transitional Center on the Land. F. The County adopted a negative declaration(County File Ir CDD-DP 99-43) (the "Negative Declaration") on July 13, 1999, that considered the potential environmental impact of the construction of the Center on the Land, and found that there was no substantial evidence that the proposed project would have a significant effect on the environment. The Negative Declaration has served as the County's environmental documentation pursuant to the California Environmental Quality Act ("CEQA") for consideration and approval of this Lease and the physical development contemplated hereby. The physical development contemplated by this Lease is the same physical development contemplated by the Negative Declaration, and none of the events requiring an environmental impact report or subsequent negative declaration pursuant to CEQA have occurred with respect to the Negative Declaration and the physical development contemplated by this Lease. WITH REFERENCE TO THE FACTS RECITED ABOVE, the Lessor and the Lessee (collectively the"Parties") agree as follows; 883\281124353.6 01120/00 1 ARTICLE 1: DEFINITIONS AND EXHIBITS Section 1.1 Definitions. The following terms shall have the following meanings in this Lease: (a) "Approved Financing" shall mean any loans or grants obtained by the Lessee or Lessor to finance construction of the Development and approved in writing by the Lessor,pursuant to Section 4.7. (b) "Approved Financing Documents" shall mean all documents, in forms approved by Lessor, executed by the Lessee and/or the Lessor evidencing or securing the Approved Financing. (c) "Approved Funders" shall mean all of the lenders or grantors providing Approved Financing for the Development. (d) "Authorized Officers" shall mean, in the case of the Lessor, its County Administrator, and in the case of the Lessee, its Executive Director. (e) "Center" shall mean the East County Family Transitional Center improvements, consisting of twenty(20)residential units and community space, including two (2) classrooms for job training and social service delivery, and all ancillary parking and landscaping improvements. (f) "Development" shall mean the Improvements and the Lessee's leasehold interest in the Land. (g) "Improvements" shall mean the buildings, structures, and other improvements, including building fixtures, comprising the Center and located on the Land from time to time. (h) "Land" shall mean the land described in the attached Exhibit�. (i) "Lease" shall mean this Ground Lease. 0) "Lease Term" shall mean the twenty (20) year period, set forth in Section 2.2 below, during which this Lease shall be in effect (unless earlier terminated in accordance with the provisions of this Lease). (k) "Lease Year" shall mean a period of one calendar year beginning January 1 and ending December 31, except that the first Lease Year shall commence on the date of this Lease and end on the last day of the following December, and the last Lease Year shall begin on January 1 of the last Lease Year and end on the last day of the Lease Term. 863126\124353.6 01120100 2 (1) "Lessee" shall mean SHELTER.,Inc. of Contra Costa County, a California nonprofit public benefit corporation and its permitted successors and assigns. (m) "Lessor" shall mean the County of Contra Costa, a political subdivision of the State of California, and its successors and assigns. (n) "Operating Agreement shall mean the Operating Agreement between the County and SHELTER governing operation of the Center. (o) "Parties" shall mean the Lessor and the Lessee. (p) "Triparty Agreement" shall mean Triparty Agreement dated February 1, 2000,by and among the County, SHELTER., and HomeAid of Northern California, a California nonprofit public benefit corporation, concerning development and construction of the Center. (q) "Residents" shall mean the residents who are authorized by the Lessee to occupy the Improvements. Section 1.2 F.1hibits. The following exhibit is attached to and made part of this Lease: EXHIBIT A Description of the Land ARTICLE 2: LEASE OF THE LAND; PAYMENT OF RENT; OWNERSHIP OF IMPROVEMENTS Section 2.1 Lease of thy.Land. (a) The Lessor leases the Land to the Lessee,and the Lessee leases the Land from the Lessor,pursuant to the terms of this Lease. (b) The Parties shall cause a memorandum of this Lease to be recorded against the Land in the Official Records of the County of Contra Costa. (c) The closing costs associated with execution of this Lease and recordation of a memorandum of this Lease shall be allocated as follows: recording charges, county documentary transfer tax, and conveyance taxes (if any) shall be borne by the Lessor. All other expenses, fees, or casts(except for attorney's fees and costs) incurred in connection with the leasehold conveyance-shall be divided equally between the Parties. Each Party shall bear its own attorneys' fees and costs. (d) The Lessee accepts the Land in its "as is"physical condition,without representation or warranty as to its physical condition or suitability for the Development. 8831281124353.8 01120100 3 Section 2.2 I. (a) The Lease Term shall commence on the date of this Lease and shall continue until the twentieth (20th) anniversary of the date of this Lease,unless earlier terminated in accordance with subsection(b)below or any other provision of this Lease. (b) Lessor and Lessee shall each have the right to terminate this Lease with or without cause by giving the other Party thirty(30) days written notice of such termination. Section 2.3 PUMcnt of Rent. The Lessee shall pay to the Lessor rent in the amount of One Dollar($1.00)per year. The Lessor and Lessee acknowledge that on the date of this Lease, Lessee has paid prepaid rent for the entire ten (10) year term of the Lease. Section.2.4 litl_e to`t 1provements. The Lessor hereby grants to the Lessee,without warranty(express or implied), any right, title, or interest that the Lessor may have in the Improvements located on the Land from time to time. Improvements on the Land during the Lease Term shall be and remain the property of the Lessee; however, the Lessee shall have no right to destroy, demolish or remove the Improvements except as specifically provided for in this Lease or as approved in writing by the Lessor. When the Lease Term expires or when the Lease is otherwise terminated under the terms of this Lease, title to the Improvements shall revert to and vest in the Lessor without cost to the Lessor. It is the intent of the Parties that this Lease shall create a constructive notice of severance of the Improvements from the Land without the necessity of a deed from the Lessor to the Lessee after the Improvements have been constructed. The Improvements,when built, shall be and remain real property and shall be owned by the Lessee for the Lease Term. The Lessee shall execute, at the end of the Lease Term (or upon any earlier termination of this Lease),within ten (10) days of the Lessor's written request, a confirmatory quitclaim deed for the Improvements to be recorded at the Lessor's option and expense, and any other documents that may be reasonably required by the Lessor or the Lessor's title company to provide the Lessor title to the Land and the Improvements free and clear of all monetary liens and monetary encumbrances not caused or agreed to by the Lessor. Section 2.5 Assiznmentgf Lessee'S The Lessee may not assign its interest in this Lease or sell or transfer the Development, except with the written consent of the Lessor. Section 2.6 T�.icense Jr AQce5s. The Lessor hereby grants to the Lessee a revocable license across Lessor's property adjoining the Land as necessary to provide Lessee with access to the Land from Delta Fair 863128\124353.6 01120100 4 Boulevard. The license shall provide Lessee access along the driveway constructed by Lesser from Delta Fair Boulevard into the parking lot adjacent to the Lessor's social service building. ARTICLE 3: DEVELOPMENT OF IMPROVEMENTS Section 3.1 Construrtion of the C�ri :• The Lessee shall construct the Center on the land pursuant to the requirements of the Triparty Agreement, including the dates included in the Triparty Agreement for commencement and completion of construction. Section 3.2 Construction Piasuant to.F=its A 'gets. (a) The Improvements shall be constructed in accordance with: (i)the plans and specifications for the Improvements approved by the County pursuant to the Triparty Agreement; and (ii) the terms and conditions of the County's land use permits and approvals and building permits, if any. (b) The Improvements shall also be constructed in accordance with the terms and conditions of the Triparty Agreement and any Approved Financing Documents. Section 3.3 Eq al Opportunity. During the construction of the Improvements there shall be no discrimination on the basis of race, color, creed,religion, sex, sexual orientation, age,disability,marital status,national origin, or ancestry in the hiring, firing,promoting, or demoting of any person engaged in the construction work. Section 3.4 ,Licus. Subject to subsection 4.4(d), the Lessee shall promptly pay all sums legally due and payable by the Lessee on account of any labor performed or materials supplied for the Development for which any lien is or can be legally asserted against the Lessee's leasehold interest in the Land. In the event any mechanics' or materialmen's lien is filed against the Development, subject to subsection 4.4(d),the Lessee at its expense shall promptly cause such lien to be removed by bonding or otherwise, and the Lessee shall hold the Lessor harmless from any and all such asserted claims or liens, unless such lien results from a failure by the County to make a timely payment as required under Section 5.2 of the Triparty Agreement. Section 3.5 Pewits, Licenses and Ease s. Within ten(10)days after receipt of written request from the Lessee,the Lessor shall join in any and all applications for permits, licenses or other authorizations required by any governmental or other body claiming jurisdiction in connection with any work that the Lessee 86128\124353.6 41120/00 5 may do pursuant to this Lease, the Triparty Agreement, or the Operating Agreement, and shall also join in any grants of easements for public utilities useful or necessary to the proper construction of the Improvements or the operation of the Development. ARTICLE 4: USE AND MAINTENANCE OF THE DEVELOPMENT Section 4.1 U,,.f I ycl =ent. (a) The Lessee shall at all times during the Lease Term operate the Development to provide transitional housing to formerly homeless people or people at immediate risk of becoming homeless,with support services designed to enable Residents to transition to permanent housing within twelve(12)months. The Lessee shall not charge rent to Residents, but may charge Residents a reasonable fee for social services provided. The County's detailed requirements for operation of the Development shall be set forth in the Operating Agreement. (b) The Lessee shall comply with all applicable and lawful statutes,rules, orders, ordinances,requirements, and regulations of the United States,the State of California, and any other governmental authority having jurisdiction over the Development;however, the Lessee may, in good faith and on reasonable grounds, dispute the applicability or the validity of any charge, complaint, or action taken pursuant to or under color of any statute,rule,order, ordinance, requirement, or regulation, defend against the same, and in good faith diligently conduct any necessary proceedings to prevent and avoid any adverse consequence of the same. The Lessee agrees that any such contest shall be prosecuted to a final conclusion as speedily as reasonably possible. (c) The Lessee shall: (i) not use the Development for any disorderly or unlawful purpose, but only to provide proper transitional housing and social service facilities and ancillary uses to Residents, and to maintain the character of the Development as required by the Triparty Agreement, Operating Agreement and any Approved Financing Documents, for so long as such agreements remain in effect; (ii) use best efforts, including but not limited to seeking legal or equitable relief where appropriate,to prevent any Resident from committing or maintaining any nuisance or unlawful conduct on or about the Development, (iii) use best efforts to prevent any Resident from violating any of the covenants and conditions of this Lease the Operating Agreement, or the Approved Financing Documents with respect to the Development, (iv) use best efforts to abate any violation of this Lease by any Resident upon notice from the Lessor, and 8631281124363.6 01/20100 6 (v) permit the Lessor and its agents to inspect the Development at any reasonable time during the Lease Term. Section 4.2 Mail3ten&ngeof Th -y oma: Alteration r f InIUro=eats. The Lessee shall perform, or cause to be performed, all maintenance and repairs necessary to maintain the Development in good repair and tenantable condition, as more particularly described in the Operating Agreement. The Lessee shall not remodel, alter, destroy, demolish, or remove the Improvements without the prior written consent of the County. The Lessor shall have the right, upon reasonable notice to the Lessee,to enter the Development to make inspections to determine Lessee's compliance with this Section 4.2. Section 4.3 1 tilitie . The Lessee shall be responsible for the cost of all utilities, including water,heat, gas, electricity,waste removal, sewers, and other utilities or services supplied to the Development, and (subject to Section 4.4(d))the Lessee shall pay or cause utility costs to be paid currently and as due. Section 4.4 Faxes and Assessments. (a) Pa ,n of Taxes and.Asaess nt . The Lessee shall, during the entire Lease Term, at its own cost and expense,pay the public officers charged with their collection, as the same become due and payable and before any fine,penalty, interest, or other charge may be added to them for nonpayment, all real estate taxes, general and special, ordinary and extraordinary,unforeseen as well as foreseen, of any kind and nature,made, assessed, levied, or imposed upon, or due and payable in connection with,or which become a lien upon,the Land, the Improvements, or any part of the Land or Improvements, or upon the Lessee's leasehold interest in the Land pursuant to this Lease, as well as assessments for sidewalks, streets, sewers, water, or any other public improvements and any other improvements or benefits which shall, during the Lease Term,be made, assessed, levied,or imposed upon or become due and payable in connection with, or a lien upon,the Land,the Improvements, or any part of the Land or Improvements, or upon the Lessee's leasehold interest in the Land pursuant to this Lease. (b) P.ayMgj3J of Pees. During the entire Lease Term., the Lessee shall pay, at its own cost and expense,before any fine,penalty,interest,or other charge may be added for nonpayment, all license and permit fees, charges for public utilities,and governmental charges relating to the use or occupancy of the Improvements. (c) Cgpies of Notices to L.essee. The Lessor shall promptly send to the Lessee copies of any and all notices received by it in respect to any taxes, assessments, charges,or fees for which the Lessee is liable pursuant to this Section 4.4. 8831281124353.6 01/20/00 7 (d) Lessee's Right toont�st. If the Lessee disputes any amount or validity of any liens, taxes, assessments, charges,penalties,or claims, including liens or claims of materialmen,mechanics, or laborers, upon the Land or the Improvements,the Lessee may contest and defend against the same at its cost, and in good faith diligently conduct any necessary proceedings in connection therewith to prevent and avoid the same; however, such contest shall be prosecuted to a final conclusion as speedily as possible. During any such contest, the Lessee shall (by the payment of such disputed taxes, assessments, or charges, if necessary)prevent any advertisement of tax sale, foreclosure, or divesting of the title to the Land and Improvements. Section 4.5 NazaLdgus Materials. (a) Definitions. The following special definitions shall apply for the purposes of this Section 4.5: (i) "Hazardous Materials" shall mean: (A) any "hazardous substance" as defined in Section 101(14) of CERCLA (42 U.S.C. Section 9601(14)) or Section 25281(d) or 25316 of the California Health and Safety Code, as amended from time to time; (B) any"hazardous waste," "infectious waste" or"hazardous material" as defined in Section 25117, 25117.5 or 255010) of the California Health and Safety Code, as amended from time to time; (C) any other waste, substance or material designated or regulated in any way as "toxic" or"hazardous" in the RCRA(42 U.S.C. Section 6901 Hyl,), CERCLA Federal Water Pollution Control Act (33 U.S.C. Section 1521 et srQ.), Safe Drinking Water Act(42 U.S.C. Section 3000 (f)Vie,), Toxic Substances Control Act (15 U.S.C. Section 2601 et Se„gi), Clean Air Act(42 U.S.C. Section 7401 tom), California Health and Safety Code (Section 25100 et se., Section 3900€t ), or California Water Code (Section 1300 et see.), as amended from time to time; and (D) any additional wastes, substances or material which at such time are classified, considered or regulated as hazardous or toxic under any other present or future environmental or other similar laws relating to the Development. (E) Notwithstanding the foregoing,the term "Hazardous Materials" shall not include the following: construction materials in reasonable quantities for lawful use in the construction of the Improvements;reasonable quantities of gardening materials, household products,office supply products or janitorial supply products of the type customarily used in the construction,maintenance,rehabilitation, or associated with buildings and grounds, or typically used in household activities, in a manner typical of other transitional housing developments which are comparable to the Improvements; and certain substances which may contain chemicals listed by the State of California pursuant to Health and Safety Code Sections 863\281124353.6 01/20100 8 25249.8 rt SeQ.,which substances are commonly used in reasonable quantities and in a lawful manner by a significant portion of the population living within the region of the Development,, including(but not limited to) alcoholic beverages, aspirin,tobacco products,nutrasweet, and saccharine. (ii) "Hazardous Materials Laws"means all federal,state,and local laws, ordinances,regulations, orders and directives pertaining to Hazardous Materials in, on or under the Development or any portion thereof. (b) CCrlain CoyenWgs and ween r. (i) The Lessee shall not knowingly permit the Development or any portion thereof to be a site for the use, generation,treatment, manufacture, storage,disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Project. (ii) The Lessee shall keep and maintain the Development and each portion thereof in compliance with, and shall not cause or permit the Development or any portion thereof to be in violation of, any Hazardous Materials Laws. (iii) Upon receiving actual knowledge of the following,the Lessee shall immediately advise the Lessor in writing of. (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Lessee or the Development pursuant to any applicable Hazardous Materials Laws; (B)any and all claims made or threatened by any third party against the Lessee or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the Development, or(D) the Lessee's discovery of any Hazardous Materials on any real property adjoining or in the vicinity of the Development,which Lessee reasonably believes may impact the Development. If the Lessor reasonably believes that the Lessee is not acting prudently and with diligence, or if the Lessor otherwise reasonably believes that its interests are not adequately protected, then the Lessor shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims. To the extent Lessee is not compensated by insurance proceeds,Lessor shall indemnify and hold Lessee harmless against any Hazardous Materials Claims related to Hazardous Materials on the Land, unless such claim arises from Hazardous Materials Lessee introduced or permitted to be introduced onto the Land. (iv) Without the Lessor's prior written consent,which shall not be unreasonably withheld, the Lessee shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development (other than in emergency situations or as required by governmental agencies having jurisdiction),nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims. 863\28\124353.6 01120/00 9 Section 4.6 Non-Diacrimination. The Lessee shall not, in the selection of Residents or provision of services or in any other matter,discriminate against any person or group of persons on the grounds of race, color, creed, religion, sex, sexual orientation,marital status,national origin, ancestry, age, or disability. Section 4.7 Einancing}eq]Iile en . The Parties anticipate securing one or more loans or grants to assist in financing the construction of the Development. Any such financing shall be approved in writing by the Lessor prior to execution of any loan or grant documents associated with such financing. Lessee agrees to comply with all requirements under any Approved Financing to operate the Development as set forth in the applicable Approved Financing Documents. Section 4.8 Liens =d Enc=brances Against . ssre's Intcrcst in the Leasehold Lessee shall not have the right without the Lessor's prior written consent,to encumber the leasehold estate created by this Lease and the Improvements. Section 4.9 Nolice and Right to Cum DefaUltStinder Aproved Financing. In the event of default by the Lessee under any Approved Financing,notice shall be given to the Lessor at the same time given to the Lessee, and the Lessor shall have the right, but not the obligation, to cure the default with the same cure period provided to the Lessee under the applicable Approved Financing Document. Any payments made by the Lessor to cure a default shall be treated as rent due from the,Lessee,which shall be paid within thirty(30) days of the date on which the payment was made by the Lessor. ARTICLE 5: INSURANCE Section 5.1 ReQ.uired...Insurance Coverage. (a) Commercial J!=Crtysera. The Lessee shall keep the Development insured against loss or damage by a standard commercial property special form policy in amounts not less than the replacement value of the Development,or should insurance in such amount not be reasonably and commercially available, such lesser amount as may be acceptable to both the Lessor and Approved Lenders. The amount of such insurance shall be adjusted by reappraisal of the Improvements by the insurer or its designee at least once every five(5) years during the Lease Term, if requested by the Lessor. If special form policy insuring the full replacement value of the Development is not reasonably and commercially available,then the Lessee shall use best efforts to obtain and maintain an extended coverage endorsement that ensures the full replacement value of the Development as soon as such coverage becomes 8631261124353.6 01120100 10 commercially and reasonably available, The property policy shall provide for lasses to be payable to the Lessor and Lessee(and Approved Funders) as their interests may occur and that the insurer shall not have rights of recovery against the Lessor and Lessee. (b) Liability and Pr4p=JX Damsge Insuranc . The Lessee shall keep in full force and effect a policy or policies of commercial general liability insurance against liability for bodily injury to or death of any person or property damage arising out of an occurrence on or about the.Development. The limits of such insurance shall be not less than Two Million Dollars ($2,000,000)combined single limit for bodily injury and property damage. The limits of the insurance shall be adjusted once every five(5)years if and as reasonably required by the Lessor. (c) Workers' Compe,nsafian InjUanrg . The Lessee shall carry or cause to be carried workers' compensation insurance,with statutory limits as required by the California Labor Code, covering all persons employed by the Lessee in connection with the Development which shall provide for a waiver of subrogation against the Lessor. (d) Builders' Riak_Ins, r nce. :During the course of any alteration, construction or reconstruction, the cost of which exceeds One Hundred Thousand Dollars($100,000),the Lessee shall require any contractor to provide builders'risk insurance for one hundred percent (100%) completed value on the insurable part of the Development. The builder's risk policy shall provide for lasses to be payable to the Lessor and Lessee as their interests may occur and that the insurer shall not have.rights of recovery against the Lessor and Lessee. (e) Aut,oMgbile Insurance. If the Lessee and its contractors and agents own or lease vehicles for purposes of this Lease, then the Lessee shall carry or caused to be carried comprehensive automobile liability insurance with limits not less than One Million.Dollars ($1,000,000) each occurrence combined single limit for bodily injury and property damage, including coverages for owned,non-owned and hired vehicles, as applicable. Section 5.2 Insurancc Pglicies and Pe i um . (a) All liability policies required by this Lease or any Approved Financing Document shall name the Lessor and its officers, employees, and agents as an additional insured, and shall provide cross liability among insureds, and state that as to claims related to the work performed, the insurance shall be primary as to the additional insureds under this Lease, so that any other policies held by the Lessor shall not contribute to any loss under the insurance. (b) Insurance shall be placed with insurers with a current Best hating of no less than A NIL Any deductible or self-insured retention shall be disclosed to and approved by the Lessor. (c) The Lessee shall furnish the Lessor with certificates and original endorsements effecting the required coverage promptly upon request. The endorsements shall be signed by persons authorized by the insurer to bind coverage on its behalf. The endorsements shall be on forms provided by the Lessor or as approved by the Lessor. If the Lessee does not 863128\124353.6 01/20/00 11 keep all required insurance policies in full force and effect,then the Lesser may, in addition to other remedies under this Lease,take out the necessary insurance, and the Lessee shall pay the cost of such insurance. (d) Any policy of insurance shall provide that any cancellation, lapse, or material change in coverage of the policy must be made in writing and sent to the Lessee and the Lessor at their respective principal offices at least thirty(30) days before the effective date thereof. Section 5.3 p_rc coeds of In ran_ce. (a) All commercial property insurance(including builder's risk)proceeds shall be applied to the payment of the costs of repairing or rebuilding that part of the Development damaged or destroyed if the Lessee and Lessor agree in writing within ninety(90) days after payment of the proceeds of insurance that such repair or rebuilding is economically feasible. If the Development is not repaired or rebuilt,this Lease shall terminate and all such proceeds shall be paid to the Lessor. Section 5.4 Indemnification. The Lessee shall indemnify and hold harmless the Lessor, and its officers, employees, agents, and contractors,utilizing attorneys approved by the Lesser, from all claims, actions, demands,judgements, settlements, costs, expenses and attorneys' fees arising out of, attributable to, or otherwise occasioned,in whole or in part, by any act or omission of the Lessee or its agents, contractors, servants, employees,or invitees, arising from or relating to operation of the Development, except to the extent arising from the negligence or willful misconduct of the Lessor. ARTICLE 6. CONDEMNATION, DAMAGE OR DESTRUCTION OF THE DEVELOPMENT Section 6.1 !Qondj-, na 'on. In the event of a total taking, or in the event of a partial taking,which the Lessor determines renders continued operation of the Development infeasible,this Lease shall terminate, and in such event any condemnation proceeds(except any separate award granted to Lessee for loss of goodwill or for the value of Lessee's personal property) shall be paid entirely to the Lessor,in acknowledgement of Lessor's payment of the cost of construction of the development pursuant to the Triparty Agreement. In the event of a partial taking that does not result in termination pursuant to this Section 6.1, this Lease shall remain in full force and effect as to the portion of the Development remaining. 863128\124353.6 01/20/00 12 Section 6.2 Damage orAsim'Minn. If the Improvements are damaged or destroyed, the Lessor shall determine if it is feasible to reconstruct the Improvements. If the Lessor determines that reconstruction is not feasible, this Lease shall terminate and all insurance proceeds shall be paid to the Lessor. If the Lessor determines that reconstruction is feasible, the insurance proceeds shall be utilized to repair or rebuild the.part of the Improvements that were damaged or destroyed,pursuant to the procedures set forth in Section 6.3 below. Section 6.3 ,ministration of Constma iionEnd in thr,Fyent of Condemna ign. or Damage or 12gstruction of DCY!:Io . If the Development or any part of it is to be repaired or reconstructed after damage or destruction or condemnation,then all proceeds collected under any and all policies of insurance referred to in Article 5 above covering such damage or destruction, or all compensation received for such taking by the exercise of the power of eminent domain, shall be paid into a special trust fund to be created and held by the Lessor and to be designated as the Construction Fund, during such repairing or reconstructing. Any surplus of such insurance or condemnation proceeds remaining after the completion of all payments for such repairing or reconstructing shall be retained by the Lessor. Section 6.4 &tit cQ of Lual Proredi (a) In the event proceedings shall be instituted(i)for the exercise of the power of eminent domain, or(ii) as a result of any damage to or destruction of the Development, the Lessor shall be made a party to those proceedings, and if not made a party by the petitioning party, shall be brought into the proceedings by appropriate proceedings of other parties so that adjudication may be made of the damages,if any, to be paid to the Lessor as compensation for loss of the Development and the Land or for damage or destruction to the Improvements. Should the Lessor or Lessee receive notice of institution of any legal proceedings affecting the Development, the Party receiving such notice shall notify the other Party not later than five (5) days after receiving such notice. (b) The Lessor and the Lessee shall cooperate and consult with each other in all matters pertaining to the settlement, compromise, arbitration, or adjustment of any and all claims and demands for damages on account of damage to or destruction of the Development, or for damages on account of the taking or condemnation of the Improvements or the Land. ARTICLE 7: REPRESENTATIONS AND ASSURANCES Section 7.1 Lessgr to Qive Peaceful Posy sSion. Lessee shall have,hold, and enjoy, during the Lease Term(or date of sooner termination), peaceful, quiet, and undisputed possession of the Land without hindrance or 8631281124353.8 01/20100 13 molestation by or from anyone so long as the Lessee is not in default under this Lease following the expiration of all applicable notice and cure periods. Section 7.2 Lessor Roresentations. The Lessor represents, as of the date of this Lease, as follows: (a) all requisite action has been taken by the Lessor in connection with entering into this Lease and the consummation of the transactions contemplated by this Lease, and this Lease has been duly executed and delivered by the Lessor.and constitutes the legally valid and binding obligation of the Lessor, enforceable against the Lessor in accordance with its terms except as the same may be affected by bankruptcy, insolvency,moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally; and (b) the execution of this Lease,the incurrence of the obligations set forth in this Lease, and the consummation of the transactions contemplated by this Lease do not violate any order or ruling of any court binding on the Lessor or any provision of any indenture, agreement, or other instrument to which the Lessor is a party or may be hound and to the best of the Lessor's knowledge,neither the entry into nor the performance of this Lease or the other documents contemplated in this Lease,has resulted or will result in any violation of,or conflict with, or invalidate, cancel or make inoperative, or result in the creation of any lien, encumbrance or any other charge upon the Land pursuant to, or constitute a default under, any charter, bylaw, partnership agreement, trust agreement,mortgage, deed of trust, indenture, contract, credit agreement, franchise,permit,judgment, decree,order, easement, restriction or other charge,right or interest applicable to the Lessor or the Development. Section 7.3 Leser?R=esnta ions. The Lessee represents, as of the date of this Lease, as follows. (a) it is a California nonprofit public benefit corporation, duly organized, validly existing, and in good standing under the laws of the State of California; (b) all requisite action has been taken by it in connection with entering into this Lease and the consummation of the transactions contemplated by this Lease, and this Lease has been duly executed and delivered by the Lessee and constitutes the legally valid and binding obligation of the Lessee, enforceable against the Lessee in accordance with its terms except as the same may be affected by bankruptcy,insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally; (c) the execution of this Lease, the incurrence of the obligations set forth in this Lease, and the consummation of the transactions contemplated by this Lease do not violate any order or ruling of any court binding on the Lessee or any provision of any indenture, agreement or other instrument to which the Lessee is a party or may be bound, and neither the 8631281124353.6 01120100 14 entry into nor the performance of this Lease or the other documents contemplated in this Lease has resulted or will result in the violation of, or conflict with, or invalidate, cancel or make inoperative, or constitute a default under, any charter,bylaw,partnership agreement,trust agreement,mortgage, deed of trust, indenture, contract,credit agreement, franchise,permit, judgment, decree, order, easement,restriction or other charge, right or interest applicable to the Lessee; and (d) it has not employed or retained any company or person, other than a bona fide employee working for the Lessee or a general partner of the Lessee,to solicit or secure this Lease, and it has not paid or agreed to pay any company or person,other than a bona fide employee of the Lessee, any fee, commission,percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award or making this Lease. For breach or violation of this representation,the Lessor shall have the right to annul this Lease without liability or, in its discretion, to otherwise recover the full amount of such fee, commission, percentage,brokerage fee, gift, or contingent fee. Upon a request by the Lessor,the Lessee shall cause its Authorized Officers to provide a certificate confirming this representation. ARTICLE 8: DEFAULTS AND REMEDIES Section 8.1 Events of Default by Lessee: Rcmedy for D -f alt by Uses, (a) Any one or more of the following events shall constitute an "Event of Default" by Lessee hereunder: (i) Failure of Lessee to pay rent or make any other payment required hereunder, and continuance of such failure for a period of thirty(30) days after receipt by the Lessee of written notice specifying the nonpayment; (ii) Failure of the Lessee to observe and perform any other covenant, condition or agreement hereunder on its part to be performed, and continuance of such failure for a period of thirty(30) days after receipt by the Lessee of written notice specifying the nature of such default, except for a failure to perform insurance requirements under the Lease, for which Lessee shall have a cure period of two (2)business days following receipt of written notice from the Lessor of a failure to comply with insurance requirements; or (iii) The Lessee's abandonment of the Land for the period of time required for such abandonment to be legally recognized as such under California law; or (iv) A general assignment by the Lessee for the benefit of creditors; or (v) The filing of a voluntary petition by the Lessee, or the filing of an involuntary petition by any of the Lessee's creditors, seeking the rehabilitation, liquidation or reorganization of the Lessee under any law relating to bankruptcy, insolvency or other relief of 868128\124353.8 01120100 15 debtors,provided that in the case of an involuntary petition Lessee shall have sixty(60) days to cause such petition to be withdrawn or dismissed; or (vi) The appointment of a receiver or other custodian to take possession of substantially all of the Lessee's assets or of this leasehold, which appointment is not withdrawn or dismissed within sixty(60) days; or (vii) The Lessee becomes insolvent or declares in writing it is unwilling to pay its debts as they become due; or any court enters a decree or order directing the winding up or liquidation of the Lessee or of substantially all of its assets; or the Lessee takes any action toward the dissolution or winding up of its affairs or the cessation or suspension of its use cif the Development; or (viii) Attachment, execution or otherjudicial seizure of substantially all of the Lessee's assets or this leasehold,which is not dismissed,bonded,or stayed within sixty (60) days; (ix) A violation of the Lessee's obligations under the Triparty .Agreement or the Operating Agreement (without cure or waiver after expiration of applicable cure periods); or (x) A default by Lessee under any Approved Financing Document. (b) Whenever any Event of Default by Lessee has occurred and is continuing, and upon expiration of any applicable cure periods, the Lessor may take whatever action at law or in equity as may appear reasonably necessary to enforce performance or observance of this Lease, including without limitation, termination of this Lease. In the event of an Event of Default by Lessee, Lessor's remedies shall be cumulative, and no remedy expressly provided for in this section shall be deemed to exclude any other remedy allowed by law. Section 8.2 Event ofDefa slt by Lessor; Remedy_for DeWt by Lessor. Failure of the Lessor to observe and perform any covenant, condition or agreement hereunder on its part to be performed, and continuance of such failure for a period of thirty(30) days after receipt by the Lessor of written notice specifying the nature of such default, shall constitute an Event of Default by Lessor hereunder. Upon the occurrence of an Event of Default by Lessor, Lessee may take whatever action as may appear reasonably necessary to enforce the specific performance or observance of this Lease, including termination of this Lease. However, in no event shall County have any liability for damages to Lessee resulting from any Event or Default by Lessor or for any other reason. In the event of an Event of Default by Lessor, Lessee's remedies shall be cumulative, and no remedy expressly provided for in this section shall be deemed to exclude any other remedy allowed by law. 863\28\124353.6 01120/00 16 ARTICLE 9: MISCELLANEOUS Section 9.1 Inst=ent is Entire ASr"en .n . This Lease constitutes the entire agreement between the Parties with respect to the Lease by the Lessor to the Lessee of the Land. This Lease completely supersedes all prior understandings or agreements,both written and oral,between the Parties relating to the lease of the Land. Section 9.2 Notice (a) All notices hereunder shall be in writing signed by the Authorized Officer(s) and shall be sufficient if sent by United States first class, certified mail,postage prepaid, or express delivery service with a receipt showing the date of delivery, addressed if to the Lessor: County of Contra Costa (.office of the County Administrator 651 Pine St., 11`h Floor Martinez, CA 94553 Attn: Scott Tandy, Chief Assistant County Administrator if to the Lessee: SHELTER, Inc. of Contra Costa County 1070 Concord Ave.;Suite 200 Concord, CA 94520 Attn: Executive Director or any other address as either Party may have furnished to the other in writing pursuant to the requirements of this Section 9.2 as a place for service of notice. Any notice so mailed shall be deemed to have been given on the delivery date or the date that delivery is refused by the addressee, as shown on the return receipt. (b) A copy of each notice of default sent under Section 9.2(a) shall also be sent, in the manner described in Section 9.2(a),to the Approved Funders with any outstanding Approved Financing. Section 9.3 Non-T iabili offQfficial_s. F_._Mploycej a_nld Agent. No member, official, employee or agent of the Lessor shall be personally liable to the Lessee, or any successor in interest, in the event of a Lessor default. Section 9.4 Force MA . Performance by either Party shall not be deemed to be in default where performance is impossible due to war; insurrection; strikes; lock-outs; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight 863128\124353.6 01/20/00 17 embargoes; governmental restrictions or priority; litigation(including suits filed by third parties concerning or arising out of this Lease); weather or soils conditions which, in the opinion of the Lessee's contractor, will necessitate delays; inability to secure necessary labor, materials or tools; delays of any contractor, sub-contractor or supplier; acts of the other Party; acts or failure to act of any public or governmental agency or entity(other than the acts or failure to act of the Lessor); or any other causes(other than the Lessee's inability to obtain financing for the Development)beyond the control or without the fault of the Party claiming an extension of time to perform. Times of performance under this Lease may also be extended in writing by the Lessor and.the Lessee. Section 9.5 Non-Waiveuaf. etch; Neither the failure of a Party to insist upon strict performance of any of the covenants and agreements of this Lease nor the failure by the Party to exercise any rights or remedies granted to such Party under the terms of this Lease shall be deemed a waiver or relinquishment (a)of any covenant herein contained or of any of the rights or remedies of the applicable Party, (b) of the right in the future of the applicable Party to insist upon and to enforce by any appropriate legal remedy a strict compliance with all of the covenants and conditions thereof, or(c)the right of the Lessor to recover possession of the Land upon occurrence of a default and the expiration of applicable notice and cure periods or the expiration of the Lease Term(or any sooner termination of the Lease). Section 9.6 Counterparts. This Lease may be executed in counterparts and multiple originals, each of which shall be an original and all of which shall constitute the same instrument. Section 9.7 Leaae Binding on Successors. This Lease shall inure to the benefit of, and shall be binding upon,the Lessor,the Lessee, and their respective permitted successors and assigns. Section 9.8 Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by the Parties or by any third party to create the relationship of principal or agent;partnership;joint venture; association; or buyer and seller. Neither the computation of any payments and other charges under the terms of this Lease nor any other provisions contained in this Lease,nor any act of the Parties, shall be deemed to create any relationship between the Parties other than the relationship of landlord and tenant. Section 9.9 Ng Mager. There shall be no merger of this Lease,or any interest in this Lease or of the leasehold estate created hereby, with the fee estate in the Land by reason of the fact that this Lease or such 853\281124353.6 01/20100 18 interest may be directly or indirectly held by or for the account of any person who shall hold the fee estate in the Land, or any interest in such fee estate; nor shall there be such a merger by reason of the fact that all or any part of the leasehold estate created hereby may be conveyed or mortgaged in a leasehold mortgage to a leasehold mortgagee who holds the fee estate in the Land or any interest of the Lessor under this Lease. Section 9.10 Milo. Any titles of the sections or subsections of this Lease are inserted for convenience of reference only and shall be disregarded in interpreting any of its provisions. Section 9.11 Severability. If any provision of this Lease or the application of any provision to any person or circumstances shall be invalid or unenforceable to any extent, the remainder of this Lease, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected, and each provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. Section 9.12 Applicable e Law. This Lease shall be governed by and construed in accordance with the laws of the State of California. Section 9.13 Legal Actions, The Superior Court of the County of Contra Costa shall be the forum and venue for any litigation between the Lessor and Lessee concerning or arising out of this Lease. Section 9.14 Approvals, (a) Whenever this Lease calls for a Party's approval, consent, or waiver, the written approval, consent, or waiver of the Party's Authorized Officer(s) shall constitute the approval, consent, or waiver of the Party,without further authorization required from the Party's board. The Parties hereby authorize their Authorized Officers to deliver such approvals or consents as are required by this Lease, or to waive requirements under this Lease, on behalf of them (including, in the case of the Lessor, to encumber the fee in the Land pursuant to Section S.2(b)). (b) All approvals under this Lease shall be subject to a reasonableness standard, except where a sole discretion standard is specifically provided. (c) All approvals granted by the County pursuant to this Lease shall be deemed approvals by the County only in its capacity as owner and ground lessor of the Land. Nothing contained in this Lease shall constitute approval by the County or any other 863\281124363.6 01120/00 19 governmental entity, or shall limit the discretion of the County or any other governmental entity, acting in its governmental capacity. Section 9.15 Inspection of Kooks and Records. The Lessor has the right at all reasonable times to inspect and copy the books,records and all other documentation of the Lessee pertaining to its obligations under this Lease. The Lessee shall maintain adequate records for a period of at least three (3) years after the end of the operating year in which the records were created. Section 5.16 No Third-P=y$enefcia_ rie,,• It is not the intention of the Lessor or the Lessee that any person or entity occupy the position of intended third-party beneficiaries of the obligations assumed by any party under this Agreement. Section 5.17 Coonration. The Parties shall reasonably cooperate with each other to fulfill the terms and conditions of this agreement. Section 9.18 Rcpresentation by Counsel. The Parties each acknowledge that they have been represented in the negotiations for, and in the preparation of, this Lease by counsel of their own choosing; that they have read this Lease or have had it read to them by their counsel; and that they are fully aware of and understand its contents and its legal effect. Accordingly, this Lease shall not be construed against any party, and the usual rule of construction that an agreement is construed against the party which drafted it shall not apply. Section 5.15 Mem__Qmdum of Tease. The Parties shall execute and record against the Land a Memorandum of Lease, promptly following execution of this Lease. It is the intention of the Parties that the recordation of the Memorandum of Lease shall create the Land as a separate, subdivided parcel of property. 8831281124353.8 41120/00 20 BY SIGNING BELOW, the Parties confirm their agreement to the terms of this Lease as of the date first written above. COUNIY LESSEE COUNTY OF CONTRA COSTA, a SHELTER., Inc. of Contra.Costa County, a political subdivision o<�f t�State f California nonprofit Public benefit corporation California By By County A4Nnhirator Its RECOMMENDED FOR.APPROVAL: By B� Its 41 Director, Capital an Debt ManageinerK By Deputy General Sere erector By 0& (]AD— zo— Lease Manager APPROVED AS TO FORM: VICTOR J. WESTMAN, County Counsel WL De 863`281124353.6 21 01120100 EXHIBIT A DESCRIPTION OF THE LAND 863\29\12$353.6 01/20100 A-1 EXHIBIT "A" THE LAND REFERRED TO HEREIN IS THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, CITY OF ANTIOCH, AND IS DESCRIBED AS FOLLOWS: BEING A PORTION OF PARCEL "B" AS SHOWN ON THE MAP OF MINOR SUBDIVISION 19-84, FILED JULY 9, 1985, IN BOOK 123 OF PARCEL MAPS AT PANE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF PARCEL "A" OF SAID MINOR SUBDIVISION 19-84 (123 PM 1); THENCE FROM SAID POINT OF BEGINNING ALONG THE NORTHWESTERLY LINE OF SAID PARCEL "A" (123 PM 1); SOUTH' 55151'47" WEST 578.45 FEET; THENCE LEAVING SAID NORTHWESTERLY LINE NORTH 3052'15" EAST 25.38 FEET TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING NORTH 3052'15" EAST 80.51 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 580.00 FEET, THROUGH A CENTRAL ANGLE OF 32025'12", A DISTANCE OF 328.18 FEET, TO A POINT FROM WHICH A RADIAL BEARS SOUTH 53°24'32" EAST; THENCE SOUTH 33048'25" EAST 252.77 FEET; THENCE SOUTH 55051'47" WEST 310.83 FEET TO THE TRUE POINT OF.BEGINNING. January 11, 2000 Job #554 Revision #1 Exhibit "A" R� SUBDIVISION MS 19-84 7-9°-1986 ; 123 PM 1CA tQ t co > PARCEL '"B" Nj CJI C 6.88' 1J f l Wl ' t 20.4' NUN--EXCLUSIVE. l .r ori c > EASEMENT ` --� �5 cp :s PAROL '"A" BASF QF EARING5 CALIFORNIA COORDINATE SYSTEM ZONE III MONUMENT UNE IN BELLE DRIVE AT EISENHOWER WAY, AS SHOWN ON SUBDIVISION 3225 (96 M 36) TAKEN AS N55'51'47"E, DRAWN: ; A.B. UDI--TETRAD CONSULTING ENGINEERS, INC. CHECKED: JR. .P.! 5528 PACHECO BLVD., PACHECO, CA 94553 925 574--0218 SURVEY- PPR V t EXHIBIT "B" DATE: JAN 2000 APPROVED: '. LEGAL INSCRIPTION -- PORTION OF PARCEL "13„ 140..J05 �. ' 564 ss� r U t FEB 8 7n^ j .2 RECORDING REQUESTED BY: I County of Contra Costa GE '` ``L CES T -�T JY C�4 WHEN RECORDED MAIL TO: Contra Costa County Office of the County Administrator 651 Pine St, 11'' Floor -�-�-- Martinez, CA 94553 Attention: Scott Tandy, Assistant County Administrator No fee for recording pursuant to Government Code Section 27383 Mail Tax Statements As Directed Above (SPACE ABOVE THIS LINE FOR RECORDER'S USE) MEMORANDUM OF GROUND LEASE THIS MEMORANDUM OF GROUND LEASE (the "Memorandum") is made as of February 1, 2000, by and among the COUNTY OF CONTRA COSTA , a political subdivision of the State of California("Lessor") and SHELTER, INC. OF CONTRA COSTA COUNTY, a California nonprofit public benefit corporation("Lessee")with respect to that certain Ground Lease dated February 1, 2000 (the "Lease"),between Lessor and Lessee. Pursuant to the Lease, Lessor hereby leases to Lessee and Lessee leases from Lessor that certain real property, more particularly described in Exhibit A, attached hereto and incorporated herein, (the "Property") and Lessor grants to Lessee, all the improvements constructed or to be constructed on the Property for the term of the Lease. The Lease commenced on February 1, 2000, and shall continue from such date until the expiration of twenty (20) years thereafter, or sooner tenxnination pursuant to the terms of the Lease. This Memorandum shall incorporate herein all of the terms and provisions of the Lease as though fully set forth herein. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the Lease, of which this is a memorandum. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 8631281127005.1 01/20/00 IN WITNESS WHEREOF,the parties have caused this Memorandum to be duly executed as of the date first above written. LESSOR: COUNTY OF CONTRA COSTA, a political subdivision of the State of California By: . r Its: LESSEE: SHELTER, INC. OF CONTRA COSTA COUNTY, a California nonprofit public benefit corporation t By: o - Its: r [SIGNATURES MUST BE NOTARIZED] 863128!127005.1 01120/00 ALL=PURPOSE ACKNOWLEDGMENT �i•rr�ri+riliriii+�►i�►i+��i+ii+r��i+rl�o-i+��ii►i+�►i i•i+f�Fiiii�i+n�r.i� i State of California i County ofss. On `� -� �. 2 before me, \f, ... ��-c. . �� -��•��;Y �._, i (DATE) (NOTARY) i i personally appeared l.. f=^ - -a SIONER(S) personally known to me - OR- ED proved to me on the basis of satisfactory i evidence to be the person(s) whose name(s) i is/are subscribed to the within instrument and i acknowledged to me that he/she/they executed • the same in his/her/their authorized i capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), U! I. OLSON or the entity upon behalf of which the • i rOMMY Comm.#1133974 NOTARY Pt1O11C3397CALIFORNIA person(s) acted, executed the instrument. Ahmads County Comm. E><piret April 15,2001 'V4rT"T'NESS my h d and official seal. y i NOTARY'S SIGNATURE i • OPTIONAL INFORMATION The information below is not required by law. However, it could prevent fraudulent attachment of this acknowl- edgment to an unauthorized document. • CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER i TITLE(S) TITLE OR TYPE OF DOCUMENT El PARTNER(S) C� ATTORNEY-IN-FACT i TRUSTEE(S) NUMBER OF PAGES • ® GUARDIAN/CONSERVATOR • OTHER: 4 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) r i OTHER i■` �i+ii`.++it�rri�►i+ir�ui��i+l�ri�ui•+I�Irir»ri+7�►i+1�lt�i+�ri+�r�i«�►i+�iWi++�►iii� APA 1/44 VALLEY-SIERRA,800.362-3369 Page 1 of j`2 EXHIBIT "A" THE LAND REFERRED TO HEREIN IS THE STATE OF CALIFORNIA, COUNTY OF CONTRA COSTA, CITY OF ANTIOCH, AND IS DESCRIBED AS FOLLOWS: BEING A PORTION OF PARCEL "B" AS SHOWN ON THE MAP OF MINOR SUBDIVISION 15-84, FILED JULY 9, 1986, IN BOOK 123 OF PARCEL MAPS AT PAGE 1, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST NORTHERLY CORNER OF PARCEL "A" OF SAID MINOR SUBDIVISION 15-84 {123 PM 1}, THENCE FROM SAID POINT OF BEGINNING ALONG THE NORTHWESTERLY LINE OF SAID PARCEL "A" (123 PM 11; SOUTH 55*51'47" WEST 576.46 FEET; THENCE LEAVING SAID NOR T HWESTERLY LINE NORTH 3°_92'i_9" EAST 25.38 F=E T. TO THE TRUE POINT OF BEGINNING. THENCE CONTINUING NORTH ?52'16" EAS T FEET; THENCE ALONG THE ARC OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 580.00 FEET. THROUGH A CENTRAL ANGLE OF 3202512", A DISTANCE OF 328.113 FEET, TO A POINT FROM WHICH A RADIAL BEARS SOUTH 53024'32" EAST; THENCE SOUTH 33°48'25" EAST 252.77 FEET; THENCE SOUTH _95'51'47" WEST 310.83 FEET TO T HE RRUE POINT OF BEGINNING. January 11, 2000 Job X564 Revision #1 Exhibit "A" EXBIBIT "A" Page 2 Of 2 susclmsicN ms 19--84 1—1-1986 123 Pu 1 r r r .� ARC Cl''� ✓,a `+"* /' .+'�' / y ✓ E4 G*�t } ,tom,+.,;�„YIGr I l ya' d I � l w.r 'ZALt('JR((Nt1�/p1"��;+.wW)VffLll'1it�:Fw.` �N��w 8 �PIRN , 47 rnlFC'�r ',VA'f, . AS SrC'NN N L� ( I ll�.i..c` `ref't.r` t U, f t ,...! 1 v!! f 4..o:r.: F.J � „ri•�. -- Dated February 15, 2000 NATE OF CALIFORNIA } COUNTY OF CONTRA COSTA On February 15, 2000 before me, Phil Batchelor, Clerk of the Board of Supervisors and County Administrator, Contra Costa County, personally appeared Scatt Tandy who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)whose names) Were subscribed to the within instrument and acknowledged to me that heishetthey executed the some in his/her/their authorized capecity(ies), and that by histhert- their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the in ume 0 By.4' M Deputy Clerk