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Home My WebLink AboutMINUTES - 12172002 - C.124 TO: BOARD OF SUPERVISORSa CONTRAFROM: BARTON J. GILBERT, DIRECTOR OF GENERAL SERVICESCOSTA DATE: DECEMBER 17, 2002 COUNTY SUBJECT: GROUND LEASE WITH WEST CONTRA COSTA UNIFIED - SCHOOL DISTRICT IN RICHMOND FOR THE CONSTRUCTION OF A HEAD START BUILDING FOR THE COMMUNITY SERVICES DEPARTMENT.(TO08101 ._ SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION RECOMMENDATION 1. APPROVE a 20-year Ground Luse, commencing December 17, 2002, with West Contra Costa Unified School District (WCCUSD) for land and the construction of a building on the WCCUSD Verde Elementary School grounds, Richmond, to be occupied by the Community Services Department-Head Start, under the terms and conditions more particularly set forth in the Ground Lease. 2. AUTHORIZE the Director of General Services, or designee, to execute the Ground Lease on behalf of the County and to EXERCISE any options to extend the Lease. 3. DETERMINE that the project is a Class 14, Section 15314 Categorical Exemption under the California Environmental Quality Act (CEQA). 4. DIRECT the Director of Community Development, or designee, to file a Notice of Exemption with the County Clerk, and DIRECT the Director of General Services, or designee, to arrange for the payment of the handling fees to the Community Development Department and County Clerk for filing of the Notice of Exemption. FINANCIAL IMPACT The rental rate for the lease term is $1.00 per year over twenty years. Payments are budgeted by the Community Services Department. CONTINUED ON ATTACHMENT: YES SIGNATURE: wooh _4,L`kECOMMENDATION OF COUNTY ADMINISTRATOR —RECOMMENDATION OF BOARD COMMITTEE APPROVE —OTHER SIGNATURE(S): e ACTION OF BO D( N DWIMM 17. 222 APPROVED AS RECOMMENDED X OTHER VOTE OF SUPERVISORS X UNANIMOUS(ABSENT NCS ) AYES: NOES: ABSENTS: ABSTAIN: MEDIA CONTACT:BARTON J.GILBERT(313-7100) Originating Dept.:General Services Department I HEREBY CERTIFY THAT THIS IS A TRUE cc: General Services Department AND CORRECT COPY OF AN ACTION TAKEN Lease Management Division AND ENTERED ON THE MINUTES OF THE BOARD Accounting OF SUPERVISORS ON THE DATE SHOWN. Auditor-Controller(via L/M) Risk Management(via LOM) ATTESTED DECEMM 17, 2032 Community Services Department(via L/M) JOHN SWEETEN,CLERK OF THE BOARD OF SUPERVISORS West Contra Costa Unified School District(via L/M) OD COUNTY ADMINISTRATOR �s BY DEPUTY 1:1LeaseMgt\CAROL1Board ORDER12-17-02.doc DLS:dIs Page 1 of 2 M382(10188) GROUND LEASE December 17, 2002 BACKGROUND For the past two years, the Head Start Program has been operating in the multi-purpose building at Verde Elementary School. Under the WCCUSD Master Plan for renovation of Verde Elementary School, the multi-purpose building is designated as the new administrative building. Under the terms of the ground lease, WCCUSD will lease land on the Verde Elementary School grounds and construct a building, on behalf of the County, for the Head Start Program. The County will reimburse WCCUSD for the costs of construction and will own the Head Start building. AGREEMENT AND GROUND LEASE TABLE OF CONTENTS 2000 GIARAMITA STREET RICHMOND,CALIFORNIA CONTRA COSTA COUNTY COMMUNITY SERVICES DEPARTMENT HEAD START SECTION A.BASIC TERMS AND CONDITIONS A.I. PARTIES.........................................QIH....................................................I A.2. LEASE �OF PREMISES................................w.......................................1 A.3. PURPOSE................................................................................................2 A.4. USE SOF PREMISES...............................................................................2 A.5. TERM...w...................a...............................................................................3 A.6. RENT............r..........................................................................................3 A.7. EXTENSION...........................................................................................3 A.8. UTILITIES/JANITORIAL....................................................................4 A.9. MAINTENANCE AND REPAIRS........................................................4 A.10. NOTICES.................................................................................................5 A.11. EXHIBITS AND ATTACHMENTS.....................................................6 A.12. WRITTEN AGREEMENT....................................................................6 A.13. TIME IS OF THE ESSENCE................................................................6 SECTION B: STANDARD PROVISIONS B.I. HOLDING OVER...................................................................................6 B.2. HOLD HARMLESS...............................................................................6 B.3. ALTERA'T'IONS,FIXTURES,AND SIGNS .......................................7 B.4. DESTRUCTION.....................................................................................8 B.S. QUIET ENJOYMENT...........................................................................9 B.6. DEFAULTS.............................................................................................9 B.7. SUCCESSORS AND ASSIGNS ..........................................................13 B.8. SEVERABILITY..................................................................................13 B9. WASTE,NUISANCE...........................................................................13 B.10. INSPECTION........................................................................................13 �os��t.os��svcoavya SECTION C:SPECIAL PROVISIONS C.I. ASSIGNMENT OR SUBLEASE.........................................................14 C.2. INSURANCE.........................................................................................14 C.3. CANCELLATION................................................................................17 CA. DISPOSITIONS OF IMPROVEMENTS...........................................18 C.5. ACCOMPLISHMENT OF COUNTY IMPROVEMENTS .............18 C.6. COMPLETION AND OCCUPANCY................................................23 C.7. HAZARDOUS MATERIALS..............................................................25 C.8. SERVICES BY DISTRICT..................................................................26 C.9. HEAD START CURRICULUM.........................................................27 C.10. TAXES...................................................................................................27 C.11. JOINT USE OF PLAYGROUND.......................................................27 C.12. JOINT USE OF BUILDING................................................................28 SIGNATURE BLOCK.....................................................................................29 EXHIBITS EXHIBIT A: PREMISES EXHIBIT B: BUILDING EXHIBIT C: IMPROVEMENTS &BUDGET EXHIBIT D: ESTIMATED PROJECT SCHEDULE ;ast�t.osavv�j AGREEMENT AND GROUND LEASE FOR CONTRA COSTA COUNTY COMMUNITY SERVICES DEPARTMENT HEAD START 2004 GIARAMITA STREET RICHMOND, CALIFORNIA SECTION A: BASIC TERMS AND CONDITIONS A.I. PARTIES: Effective on December 31, 2002, 'NEST CONTRA COSTA UNIFIED SCHOOL DISTRICT, hereinafter called "DISTRICT," and the COUNTY OF CONTRA COSTA, a political subdivision of the State of California, hereinafter called "COUNTY," mutually agree and promise as fellows: A.2. LEASE OF PREMISES: DISTRICT, for and in consideration of the rents, hereby leases to COUNTY, and COUNTY leases from DISTRICT those certain premises described as follows: a portion of DISTRICT owned property located at Verde Elementary School consisting of approximately 6,000 square feet located at 2000 Giaramita Street, Richmond., California, ("Premises"). Said Premises outlined in heavy black is shown on Exhibit "A," attached hereto and made a part hereof. COUNTY shall 1 AA incl Ground Least Drcft.doc Draft version 12/5/2002 4:59 PM also have non-exclusive rights to use six (6) parking spaces in the Verde Elementary School parking lot described in Exhibit "A" which is attached hereto and made a part hereof: The parking spaces are not part of the Premises. COUNTY shall have ingress and egress to the Premises from the parking lot. A.3. PURPOSE: The purpose of this Agreement and Ground Lease is to provide for the operation of a Head Start/Child Development facility in a single story building ("Building") as shown on Exhibit "B" to be built by DISTRICT, and to provide for completion of playground improvements on DISTRICT owned property in accordance with Paragraph C.6. COMPLETION AND OCCUPANCY and Exhibit "C" "Improvements & Budget" attached hereto and made a part hereof this Agreement and Ground Lease. Upon completion of Building and new playground improvements ("County Improvements") by the District and acceptance by COUNTY, COUNTY shall retain ownership of the County Improvements. The Agreement and Ground Lease further provides for limited use of the Premises by DISTRICT. A.4. USE OF PREMISES: The Premises shall be used by COUNTY during the Lease Term and any extensions solely for the purpose of conducting Contra Costa County Community Services Department Head Start and/or Child Development Programs, which may be operated by the COUNTY or through a contractor or subtenant of the COUNTY. The Premises will be used on a year round basis and hours of operation will be from 6:00 a.m. to 6.00 p.m., Monday through Friday, except for holidays. The Premises may be 2 A:Tinal Ground Lease Drakdoc Draft version 12/5!2002 4:59 PM used by DISTRICT as otherwise provided in Paragraphs C.11 and C.12 of this Agreement. A.5. TERM: The term of this Agreement and Ground Lease shall commence on the Effective Date and end at the termination of the Lease Term. The Lease Term is the term during which the COUNTY has the right of occupancy. The Lease Term shall be twenty (20) years, commencing the first of the month following acceptance of County Improvements and the Premises in accordance with Paragraph C.B. and ending on the last day of the two hundred and fortieth (240) month. DISTRICT and COUNTS'' agree to execute a memorandum acknowledging the commencement date and expiration date of the Lease Term fallowing the acceptance of County Improvements and the Premises. A.6. RENT: During the term of the Lease, COUNTY shall pay to DISTRICT as rent for the use of the Premises an annual rental of ONE DOLLAR.($1.00)payable in advance on or before the first date of each annual year during the term of this Lease. Payments shall be mailed to: West Contra Costa Unified School District 1108 Bissell Avenue Richmond, CA 94802 or to any other location designated by the DISTRICT. A.7. EXTENSION: The Agreement and Ground Lease Term will be automatically extended on a yearly basis unless terminated by either party by the giving of six (6) months advance written notification to the other party that the Lease will not be extended. 3 AAFinat Ground Luse Dmft.doe Draft version 12/512002 4;59 PM A.g. UTILITIESMANITORIAL: In accordance with Paragraph C.S. ACCOMPLISHMENT OF COUNTY IMPROVEMENTS, as part of the construction of the Building, DISTRICT shall install sub-meters for the gas, electricity, and water lines serving the Premises. COUNTY shall be responsible for such gas and electric service to the Premises. DISTRICT shall be responsible for water, refuse, and sewer services to the Premises. COUNTY shall be responsible for all janitorial services provided to the Premises. A.9. MAINTENANCE ANIS IMPAIRS: a. COUNTY shall keep the new playground, roof and exterior of the Building in good order, condition, and repair and shall maintain the structural integrity of the Building, including the exterior doers and their fixtures, closers and hinges, glass and glazing used in the Premises. b. COUNTY shall keep and maintain the interior, including all locks and key systems used in the Premises, in good order, condition, and repair. C. COUNTY shall repair and maintain the electrical, interior lighting, water, and plumbing systems, in good order, condition, and repair. d. COUNTY shall maintain and repair the heating and ventilating. COUNTY shall maintain air-conditioning systems. C. DISTRICT shall maintain the parking lot, landscaping, exterior sprinkler system,and exterior lighting system in good order, condition, and repair. 4 A.Tinal Gmund Lease Dmft.doc Draft Vanion 1215121302 4:59 PM £ DISTRICT, as part of construction of the Building, shall provide and install, at the direction of the Fire Marshal, the necessary number of A-B-C fire extinguishers for the Premises. COUNTY shall thereafter maintain, repair, and replace the extinguishers. g. COUNTY shall not suffer any waste on or to the Premises. h. DISTRICT shall be responsible for the correction of any code violations during construction of the Premises, provided DISTRICT shall not be liable for correction of code violations which arise out of and are directly related to a change in COUNTY'S occupancy or use of the Premises. A.10. NOTICES.- All notices given hereunder shall be in writing and shall be deemed to have been given if personally delivered or deposited in the United States mail postage prepaid, certified or registered, return receipt requested, and addressed to the other party as follows or as otherwise designated by written notice hereunder from time to time: To DISTRICT: West Contra Costa Unified School District 1108 Bissell Avenue Richmond, CA 94802 To COUNTY: Contra Costa County General Services Department Lease Management Division 1220 Morello Avenue, Suite 100 Martinez, CA 94553-4711 5 AAFinal Ground Lem Draft.doc Draft version 12/512402 4:59 PM A.11. EXHIBITS AND ATTACHMENTS: Exhibit A - "Premises," B -"Building," C - "Improvements & Budget," and D - "Estimated Project Schedule" are attached to this Agreement and Ground Lease and are made a part hereof. A.12. WRITTEN AGREEMENT: Neither party has relied on any promise or representation not contained in this Agreement and Ground Lease. All previous conversations, negotiations, and understandings are of no further force or effect. This Agreement and Ground Lease may be modified only by a writing signed by both parties. The headings of the paragraphs and pages are for convenience only and are not a part of this Agreement and Ground Lease, nor shall they be considered in construing the intent of this Agreement and Ground Lease. A.13. TIME IS OF THE ESSENCE of each and all of the terms and provisions of this Agreement and Ground Lease. SECTION B: STANDARD PROVISIONS B.I. HOLDIN_G_ OVER: Any holding over after the term or extension of the Agreement and Ground Lease as provided hereinabove shall be construed to be a tenancy from month to month, subject to the terms of the Agreement and Ground Lease so far as applicable. B.2. HOLT) HARMLESS: COUNTY agrees to defend, indemnify, and hold harmless the DISTRICT from any and all claims, costs and liability (including reasonable 6 AAFins]Ground Leese Dre#t.doc Dmft version 12/312002 4:39 PM attorneys' fees and costs) for any damage, injury or death of or to any person or the property of any person arising out of use of the Premises by COUNTY pursuant to this Agreement and Ground Lease. COUNTY shall not be liable for liability which is attributable to DISTR.ICT's maintenance responsibilities under Paragraph A.9, or for any other liability to the extent that the aforementioned are attributable to the negligence, willful misconduct, or other intentional act, error or omission of DISTRICT, which results in damage to any person or property. DISTRICT agrees to defend, indemnify, and hold harmless the COUNTY from any and all claims, costs and liability (including reasonable attorneys' fees and costs) for any damage, injury or death of or to any person or the property of any person arising out of use of the Premises by DISTRICT pursuant to this Agreement and Ground Lease. DISTRICT shall not be liable in the case of any structural, mechanical, or other failure of equipment anchor Building, or for other liability which is attributable to COUNTY's maintenance responsibilities under Paragraph A.9, or for any other liability to the extent that the aforementioned are attributable to the negligence, willful misconduct, or other intentional act, error or omission of COUNTY, which results in damage to any person or property. 8.3. ALTERATIONS, FIXTURES, AND SIGNS: COUNTY may make any lawful and proper minor alterations, attach fixtures and signs in or upon the Premises, which shall remain COUNTY property and may be removed therefrom by COUNTY prior to the 7 A.1Final(around Lease Draftdoc Draft version 1215/2002 4:59 PM termination of this Agreement and Ground Lease. Any such alterations, signs or fixtures shall be at COUNTY's sole cast and expense, and all signs shall meet with existing code requirements and DISTRICT's approval. BA. DESTRUCTION: a. In the event of damage causing a partial destruction of the County Improvements during the term of the Lease or extension thereof from any cause, and repairs can be made within sixty (60) days from the date of the damage .under the applicable laws and regulations of governmental authorities, COUNTY shall repair the damage promptly and within a reasonable time, but such partial destruction shall not void this Agreement and Ground Lease. b. If such repairs cannot be made in sixty (60) days, COUNTY may, at its option, make the same within a reasonable time. In the event COUNTY does not so elect to make such repairs, which cannot be made in sixty (60) days, or such repairs cannot be made under such laws and regulations, this Agreement and Ground Lease may be terminated at the option of either per• C. A total destruction of the County Improvements during the Lease Terni shall terminate the Lease and COUNTY shall return the Premises to its condition prier to the effective date of this Agreement and Ground Lease. 8 A:1Final Ground Luse Drafi.doc Draft Version 12/512002 4:59 PM B.S. QUIET ENJOYMENT: DISTRICT covenants that COUNTY shall at all times during the term or extension thereof peaceably and quietly have, hold, and enjoy the Premises without suit, trouble or hindrance from or on account of DISTRICT as long as COUNTY fully performs hereunder. B.G. DEFAULTS: The occurrence of any of the following shall constitute an Event of Default under this Agreement and Ground Lease: a. Event of Default by COUNTY. 1. COUNTY'S failure to pay any Rental within ten (10) business days after written notice of failure from DISTRICT to COUNTY. If, however, payment is not made within ten (10) business hays of said written notice due to circumstances beyond the reasonable control of COUNTY, which circumstances may, without limitation hereby, include failure of COUNTY to adopt a budget, then COUNTY shall make such payment within such additional time but not to exceed a total of seventy-five (75) days from DISTRICT's notice to COUNTY. 2. COUNTY's failure to comply with any other material term or provision of this Agreement and Ground Lease if such failure continues thirty (30) days after written notice of failure from DISTRICT to COUNTY specifying in reasonably sufficient detail 9 A.Tinal Ground Lease Draft.doc Draft Version 1215/2002 4:59 PM the nature of said breach. If the required cure of the noticed default cannot be completed within thirty (30) days, COUNTY's failure to perform shall constitute a default under the Agreement and Ground Lease unless COUNTY has attempted to cure the default within said thirty (30) day period and has diligently and continuously attempted to complete the cure as soon as reasonably possible. Notwithstanding the foregoing, in the event of a situation creating a perilous condition on the Premises which substantially and significantly threatens the health and safety of DISTRICT and/or its invitees, COUNTY shall use reasonable efforts to immediately address the situation and shall use diligent efforts to correct the perilous condition. In the event that the COUNTY shall default in the performance of any of the agreements, conditions, covenants or terms contained herein, which event of default remains uncured after the grace period provided for in Paragraph B.6, the DISTRICT may immediately, or at any time thereafter, terminate the Agreement and Ground Lease or perform the same for the account of the COUNTY, and any reasonable amount paid, or any expense or liability reasonably incurred, by the DISTRICT in the performance of the same shall be 10 A:Tinal Ground Lease Draft.doc Draft Version 12/5/2002 4:59 PM repaid to DISTRICT. Failure to pay within thirty (30) days after COUNTY's receipt of demand hereunder shall result in an interest charge thereafter equal to the lesser of ten percent (10%) per annum or the maximum lawful rate of interest then in effect under the laws of the State of California. No performance by DISTINCT of any of the obligations on COUNTY's part to be performed hereunder shall be or be deemed to be a waiver of the COUNTY's default in or failure to perform the same nor shall the performance thereof by DISTRICT release or relieve.,QQUNTY-from,.gny-oblijzafions on its art to be orme under this Agreement and C�- and Lease. b. Waiver of Breach by Either Party. The waiver by either party of any breach by the other party of any of the provisions of this Agreement and Ground Lease shall not constitute a continuing waiver or waiver of any subsequent breach of either the same or a different provision of this Agreement and Ground. Lease. The receipt by DISTRICT of rents payable under this Agreement and Ground Lease, with knowledge of any breach of this Agreement and Ground Lease by COUNTY or of any default on the part of COUNTY in the observance or performance of any of the conditions or convenants of this Agreement and 11 AAFinai Ground Least bra#t.doc Draft Version 12I5I2002 4.59 PM Ground Lease, shall not be deemed to be a waiver of any provisions of this Agreement and Ground Lease. C. Event of Default by DISTRICT. DISTRICT'S failure to perform any of its obligations under this Agreement and Ground Lease shall constitute a default by DISTRICT if the failure continues for thirty (30) days after written notice of the failure from COUNTY to DISTRICT. If the required cure of the noticed default cannot be completed within thirty (30) days, DISTRICT's failure to perform shall constitute a default under the Lease unless DISTRICT has attempted to cure the default within said thirty (30) day period and has diligently and continuously attempted to complete the cure as soon as reasonably possible. Notwithstanding the foregoing, in the event of a situation creating a perilous condition on the Premises which substantially and significantly threatens the health and safety of COUNTY and/or its invitees, DISTRICT shall use reasonable efforts to immediately address the situation and shall use diligent efforts to correct the perilous condition. On the occurrence of an Event of Default during the Lease Term by DISTRICT, COUNTY may terminate the Lease and quit the Premises without further cost or obligation or may proceed to repair or correct the failure and invoice DISTRICT for the cost of repair, which invoice DISTRICT shall pay promptly upon receipt. Failure to pay 12 AAF'inai Ground Laase Drafi.doc Draft Version 12/512042 4:59 PM within thirty (30) days after DISTRICT"s receipt of demand hereunder shall result in an interest charge thereafter at a rate equal to the lesser of ten percent (10%) per annum or the maximum lawful rate of interest then in effect under the laws of the State of California. B.7. SUCCESSORS AND ASSIGNS: The terms and provisions of this Agreement and Ground Lease shall extend to and be binding upon and inure to the benefit of the heirs, successors, and assigns of the respective parties hereto. B.g. SEVERABILITY: In the event that any provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of any such provision does not materially prejudice either the COUNTY or DISTRICT in its respective rights and obligations contained in the valid provisions of this Agreement and Ground Lease. B.9. WASTES NUISANCE: COUNTY shall not commit, or suffer to be committed, any waste upon the Premises, or any nuisance or other act or thing which may disturb the quiet enjoyment of any other occupant of the complex in which the Premises are located. COUNTY shall conform its use and occupancy of the Premises to the standards and modes of use applicable to a preschool childcare Building. B.10. INSPECTION: The DISTRICT reserves the right to enter the Premises and will do so when reasonably feasible by prior appointment between the hours of 9:00 a.m. and 4:30 p.m., Monday through Friday, holidays excepted, and to employ the proper representative or contractor in order to see that the property is being reasonably cared for, 13 a:\Final around Lme Dratc.aoc Draft Version 12/5/24302 4:59 PM that no waste is being made, and that all things are done in the manner best calculated for the preservation of the property, and in full compliance with the terms and conditions of this Agreement and Ground Lease. In the event of an emergency, DISTRICT reserves the right to make inspections at any time. SECTION C: SPECIAL PROVISIONS C.I. ASSIGNMENT OR SUBLEASE: COUNTY shall have the right to assign the Lease or sublease the Premises or any part thereof at any time during the term of the Lease or extension thereof only to a nonprofit provider of Head Start and Child Development Programs who is a contractor of the COUNTY but only with the prier written consent of the DISTRICT which consent shall not be unreasonably withheld. However, COUNTY shall continue to be responsible for fulfilling all the obligations of the terms and conditions of the Agreement and ground. Lease. In addition, in the event that COUNTY assigns the Lease or sublets the Premises, rent received in excess of One Dollar ($1.00) per year shall be paid by COUNTY to DISTRICT, less COUTY's reasonable expenses. COUNTY shall provide DISTRICT with an accounting of rent it receives and expenses on a monthly basis. Payment shall be made by COUNTY to DISTRICT within thirty (30) days of COUNTY's receipt of each rental payment from assignee or sublessee. C.2. INSURANCE: a. general. 14 AAFins3 Ground Lease Draft.doc Draft Version 121512002 4.59 PM Throughout the Lease term and any extension thereof, COUNTY, at its sole cost and expense, shall maintain in full force and effect, a general insurance or self-insurance program covering bodily injury (including death), personal injury, and property damage, including loss of use. b. Fire and Casualty. COUNTY shall, at COUNTY's own cost and expense, at all times during the Lease Term keep all buildings, improvements, and other structures on said Premises, as well as any and all additions thereto, insured for their full replacement value against loss or destruction by fire and the perils, including vandalism, commonly covered under the standard extended coverage endorsement to fire insurance policies in the County of Contra Costa, California. C. Liability. COUNTY shall obtain and maintain a comprehensive general liability insurance or self-insurance policy, including leased-premises operations, products-completed, blanket contractual, personal injury and property damage, owned and non-owned automobile, with limits of Two billion Dollars ($2,000,000) per claim combined single limit in a form mutually acceptable to both Parties to protect COUNTY and DISTRICT against 15 AAFinal Ground Leese Draft.doc Draft Version 12/5/2002 4;59 PM liability or claims of liability arising out of the use of the Premises for COUNTY's operations during the Lease Term. d. Endorsement. COUNTY agrees to secure a specific endorsement to its comprehensive general liability insurance policy stating, "Such insurance as is afforded by this policy shall be primary, and any insurance carried by the West Contra Costa Unified School District, shall be excess and noncontributory." e. Insurance Terms. COUNTY shall procure policies for such insurance for the period. of the Lease Term and any extensions thereof and shall deliver to DISTRICT certified copies or original certificates of such policy or policies on or before the commencement of the Term of this Ground Lease. COUNTY, without cost to DISTRICT, agrees to name DISTRICT as an additional insured on all liability insurance policies carried by COUNTY on the Premises, by obtaining an insurance endorsement. All policies shall be issued by companies of recognized responsibility, authorized to do business in California. Alternatively, COUNTY may provide DISTRICT a letter of self-insurance indicating the aforementioned provisions are in effect and naming DISTRICT as additional insured. f. .All Rask. 16 AARnal Ground Lease Draft.doc tkm version 12/5/2002 4:59 PM COUNTY shall provide insurance for the Premises, any improvements and betterments, its own contents and its personal property contained within or on the Premises under a standard all-risk policy. The COUNTY's self- insurance elfinsurance coverage does not extend to DISTRICT's negligence in performing its maintenance responsibilities under Paragraph A.9. g. Application of Insurance Proceeds. Except as hereinafter in this Paragraph, all insurance money paid on account of any damage or destruction, less the actual cost, fees, and expenses, if any, incurred in connection with the adjustment of the loss (which costs, fees, or expenses shall be reimbursed to the party incurring such expenses) shall be applied as needed to cover the cost of the restoration or repairs of such damage or destruction or the cost of restoration of the site to the condition prior to the commencement of the Agreement and Ground Lease. h. DISTRICT shall have no interest in the COUNTY's insurance proceeds upon COUNTY's Improvements, equipment and fixtures and will sign all documents necessary or proper in connection with the settlement of any claim or loss by COUNTY. C.3. CANCELLATION. After commencement of the Lease Term and payment has been made to DISTRICT for all costs of COUNTY Improvements, in the event of loss of 17 A:Ti,ai Gmund Leine Dmkdoc Draft Version 12/512002 4:59 PM funding for the Head Start program, COUNTY shall have the right to cancel this Lease at any time, by giving DISTRICT sixty (60) days prior written notice. Prior to payment in full for all costs of COUNTY Improvements, COUNTY shall have no right to cancel this Agreement and Ground Lease. CA. DISPOSITION OF IMPROVEMENTS: Upon termination of this Agreement and Ground Lease, COUNTY shall have the right to remove the County Improvements, within six (6) months after the termination date of this Lease. If COUNTY chooses not to remove the County Improvements within six (6) months, COUNTY shall offer the County Improvements to DISTRICT subject to any terns required by the funding agency. COUNTY shall not be responsible for any costs associated with the transfer of title. COUNTY will surrender said County Improvements in an "AS IS" condition and will not be responsible for any deferred maintenance or repairs. If DISTRICT elects not to accept title to the County Improvements, DISTRICT shall provide COUNTY with written notice for removal of the County Improvements within ninety (90) days. COUNTY shall then, at its sole cast.and expense; remove the County Improvements and return the Premises to the condition, which existed immediately prior to commencement of this Agreement. C.5. ACCOMPLISHMENT OF COUNTY IMPROVEMENTS: a. DISTRICT and COUNTY agree that DISTRICT shall construct County Improvements in accordance with the following: 18 A:1Pina]Ground Lease Dmftdoc !haft version 12/512002 4:59 PM 1. DISTRICT shall design and site the Building in accordance with all applicable Federal, State, County, and City codes, regulations, laws, and ordinances, including but not limited to, conducting all necessary studies and obtaining all necessary licenses and permits. 2. Title to items of equipment included in the County Improvements shall vest in the COUNTY upon acceptance and full payment to DISTRICT. 3. DISTRICT shall prepare the site for placement of a Building of approximately 2,800 to 3,140 square feet with adequate space for two classrooms, each of which shall be approximately 1,400 square feet. Floor covering in the classrooms shall be sheet vinyl. The Building shall have a toilet room with three water closets for use by children. Also included in the gross space will be a kitchenette, adult restrooms, and an office area. The Building shall also have a fire alarm system and smoke detectors. 4. Exterior improvements shall include a fenced play area of approximately 3,200 square feet. Landscaping with trees and shrubs will surround portions of the play area. b. .DISTRICT shall oversee preparation of schematic and design development drawings for the project by licensed architects and engineers; obtain any 19 A:Tinal Ground Lease Dfaft.doc Draft version IVS/2002 4:59 PM required approvals from other governmental agencies; review construction drawings and specifications; prepare bid documents meeting applicable procurement standards and other standards which may be a condition of funding sources provided COUNTY notifies DISTRICT of such standards within sixty (60) days of the Agreement and Ground Lease Effective Date; publicly advertise and receive bids for the work; recommend award of the construction contract(s); oversee the construction work and monitor compliance with the contract documents including "prevailing wage" provisions, if any; authorize progress payments and account for same; and conduct inspections as needed,including final inspection and close-out. C. DISTRICT shall submit five (5) copies of design development architectural drawings to COUNTY's General Services Department Capital Projects Division C'Capital Projects Division") for written comments before proceeding with construction documents. Upon receipt of the design development drawings, Capital Projects Division shall provide comments within ten (10) business days. DISTRICT shall submit five (5) copies of final construction plans and specifications of materials and equipment to be installed to the Capital Projects Division for written approval. Upon receipt of the construction drawings, Capital Projects Division shall provide comments within ten (10) business days. DISTRICT shall submit the 20 A:Tinal Ground Lease Dmfi.doc Draft Version 12/5/2002 4;59 PM COUNTY approved construction drawings to the Division of the State Architect(DSA) for their approval. After approval by COUNTY and DSA, DISTRICT shall not make or cause to be made any changes in said plans or specifications without the prior written consent of COUNTY. DISTRICT shall mare changes, additions, or deletions upon written change ardor from COUNTY. COUNTY hereby reserves the right to inspect during construction of improvements as specified herein, but will not interfere with DISTRICT's work and will notify DIS'T'RICT of any requests, recommendations, or discrepancies. d. DISTRICT shall make reasonable efforts to put construction contracts out to bid within 180 days after DISTRICT receives all necessary approvals including but not limited to the California Division of State Architect, Department of Education, and the Office of Public School Construction for COUNTY Improvements and for other construction projects planned at Verde Elementary School which will be carried out in conjunction with COUNTY Improvements made pursuant to this Agreement and Ground Lease. The DISTRICT anticipates a construction schedule in accordance with Exhibit "D." If construction is delayed beyond the dates indicated on Exhibit "D," such a delay shall not constitute a default by DISTRICT. The 21 A:Tinal 0-ound nese Draft.aoc DMft Version 12/5/2002 4:59 PM dates in this paragraph shall be extended by the time lost as a result of work stoppages, strikes, shortages of material or Act of Cod. e. COUNTY shall provide an amount not to exceed Nine Hundred Thousand Dollars ($900,000.00) in Head Start funds for construction, professional services, permits, fees, purchase of equipment, and related development costs of this project ("Estimated Limit of Construction"). DISTR.ICT shall advertise for competitive bids for completion of COUNTY Improvements. f; If the Estimated Limit of Construction is exceeded by any lowest bona fide bid, upon notice by the DISTRICT, COUNTY at its option shall do one of the following: (a) if COUNTY funds are available, change the payment limit under this Agreement and Ground Lease to the mount of the lowest responsive bid acceptable to the DISTRICT for the Construction Contract and pay the DISTRICT the increased cast, (b) authorize rebidding or renegotiating of the work within a reasonable time not to exceed thirty(30) days, or (c) request that the DISTRICT modify the construction documents as necessary to comply with the fixed estimated limit of construction. If the DISTRICT is requested to make such modifications, it shall prepare, at COUNTY'S sole cost, the modified construction documents for rebidding. COUNTY shall reimburse DISTRICT one hundred percent (100%) of the costs incurred by DISTRICT for administration of rebidding. 22 A:Tina!Ground Ltme Draa.aoe Draft Version 1215/2002 4:59 PM g. After approval by COUNTY, DISTRICT shall not make or cause any changes in said plans and specifications without written consent of COUNTY. h. If the DISTRICT receives no acceptable bid, COUNTY shall reimburse the DISTRICT for DISTRICT's costs to date pursuant to this Agreement and Ground Lease and the parties may thereafter terminate the Agreement. C.6. COMPLETION AND OCCUPANCY: The following procedure shall apply for completion and acceptance of the County Improvements. a. Upon DISTRIC°I"s completion of County Improvements and written notice thereof to the County Lease Manager, COUNTY shall inspect within three (3) workdays after receiving said notice and shall accept or reject said County Improvements within six (6) workdays of receipt of such written notice. b. The sole basis for rejection of the County Improvements shall be noncon- formity with plans and specifications or applicable laws or ordinances. In the event COLNTY rejects the County Improvements, COUNTY shall provide DISTRICT with a reasonably detailed list of the deficient portions or details of the County Improvements. C. DISTRICT shall as soon as is reasonably possible commence to complete or correct any deficiencies. 23 A:Tina1 Ground Lease Draft.doc Draft Version 1215/2002 4:59 PM _ d. COUNTY shall reimburse DISTRICT one hundred percent (100%) of the casts for completion of the County Improvements, subject to the amount in Paragraph C.5 e. and f. stated hereinabove. Ten percent (10%) of the costs shall be paid to DISTRICT within ten (10) business days of the effective date of this Agreement and Ground Lease and COUNTY shall reimburse DISTRICT one hundred percent (100%) of the Building Permit fees upon DISTRICT submission of such fees. After Agreement and Ground Lease execution and initial ten percent (10°,Jo) payment and in accordance with Exhibit "C" "County Improvements & Budget" which is attached hereto and incorporated herein, DISTRICT may submit to COLNTY a properly documented Progress Payment (based on a percent (%) completed basis) request for the amount awed to DISTRICT on a form approved by COUNTY. DISTRICT shall provide lien releases from all contractors and suppliers, along with the payment request. Payment shall be due to DISTRICT within ten (10) business days of receipt of request by COUNTY. e. Acceptance of improvements by COUNTY shall not constitute a waiver of any warranty of any defect regarding worlananship or material of the improvements. 24 AAFinal Ground Lease Draft.doc Draft Version 12/5/2002 4.59 PM C.7. HAZARDOUSMATERIALS: a. As used herein, "Hazardous Materials" is defined to mean any substance, material, or waste, including asbestos and petroleum (including crude oil or any fraction thereof), which is or becomes designated, classified, or regulated as bung "toxic," "hazardous," a "pollutant" or similar designation under any federal, state, or local law, regulation or ordinance. b. DISTRICT warrants that it has no knowledge of the presence of any Hazardous Materials on the Premises. In the event that Hazardous Materials are discovered, DISTRICT, at its sole cost and expense, shall be responsible for removal or disposal of any such materials. DISTRICT shall indemnify, defend, save, protect, and hold harmless COUNTY and COUNTY's successors and assigns, officers, directors, and employee's from all liability, damages, penalties, expenses and Costs, for any necessary or required remediation, repair, removal or cleanup of Hazardous Materials from the Premises. C. COUNTY shall indemnify, defend, save, protect, and hold harmless, DISTRICT and DISTRICT's successors and assigns, officers, directors, and employees from all liability, damages, penalties, expenses and costs, for any necessary or required remediation, repair, removal or cleanup of Hazardous Materials resulting from COUNTY's activities on the Premises or 25 A.11±inal Ground Lease Draft.doe Draft version 12/512002 439 PM COUNTY°s use, release, or disposal of Hazardous Materials on or from the Premises. The previsions of this paragraph shall survive the termination of this Agreement and Ground Lease. C.B. SERVICES BY DISTRICT: It is understood and agreed from time to time during the term of this Lease and any extensions, COUNTY may request DISTRICT to provide certain maintenance, construction, remodeling, or like services over and above these responsibilities of DISTRICT as described in Paragraph A.9. of this Agreement and Ground Lease. COUNTY shall pay to DISTRICT as additional rental one hundred percent(100%) of the costs of said service. Provided DISTRICT agrees to provide any services over and above those described in Paragraph A.9 as requested by COUNTY, the DISTRICT shall consult with COUNTY and select either licensed, insured contractors, or employees of DISTRICT to provide the service. DISTRICT shall obtain COUNTY'S prior approval on the scope, term, and cost of the contracts. COUNTY shall have the right to change the level of service from time to time by giving DISTRICT thirty(30) days'prior written notice, 26 AAFinal Ground Uan Daft,doc Daft Vemion 1215/2002 4:59 PM including the right to terminate any or all service, or to require different contractors to provide said service. C.9. HEAD START CURRICULUM: COUNTY shall ensure that all programs operated on the Premises shall have curriculum which is compatible with. DISTRICT's curriculum for DISTRICT students. In the event of any dispute, compatibility shall be determined in the sole discretion of the DISTRICT. C.10. TAXES: COUNTY shall be responsible for and agrees to pay any and all taxes (including any possessory interest taxes), assessments and other charges levied or assessed during the Term of this Agreement and Ground Lease by any governmental agency or entity on or against said Premises. COUNTY shall not be responsible for any tax., assessment, or other charge or encumbrances incurred prior to the Effective Date or aftertermination of this Lease. C.11. JOINT USE OF PLAYGROUND.- Playground areas tin the Premises may be used by the DISTRICT when not otherwise in use by children attending COUNTY operated Head Start or Child Development Programs. The Principal of Verde Elementary School and the Assistant Head Start Director, or other designee of the parties shall meet, discuss, and plan the schedule as often as needed. The parties shall use their best efforts to accommodate joint use. In the event of any scheduling dispute, a DISTRICT Associate Superintendent or Superintendent shall have sole authority to resolve the dispute. 27 AAFina1 Ground Lease Dmft.duc Draft version 121512002 4:59 PM C.12. JOINT USE OF BUILDING: The classroom building on the Premises shall be available for District use except between the hours of 6 a.m. to 6 p.m., Monday through Friday or when otherwise used by COUNTY. The DISTRICT may use the building for conferences and meetings or any other uses with prior written approval by the COUNTY. DISTRICT use shall not interfere with COUNTY's use. DISTRICT agrees to provide COUNTY with seventy-two (72) hours advance notice of DISTRICT's use of the building. 28 AAFinal Ground Lease Draft doc Drat Version 12/5/2002 4:59 PM SIGNATURE BLOCK COUNTY DISTRICT COUNTY OF CONTRA COSTA, a WEST CONTRA COSTA UNIFIED Political subdivision of the State of SCHOOL DISTRICT California Vixim16 B Vincent Kilmartin Ar Direct 6 Gen- al Services Assistant Superintendent RECOMMENDED FOR APPROVAL: APPROVED AS TO FORM: B7fY �' ATKINSON, ANDELSON, LO"YA, Director of Capital Facilities and RUUD ,&ROMO Debt Management By (31 V �4Pt ` °°17 Lease Manager Elizabeth,0. Heareys Esquire r.� r 1 {y Mark S. illiams, Esquire B ,� , Attorneys for West Contra Costa Unified yam. Department Representative School District APPROVED AS TO FORM: SILVANO B. MARCHESI, County Counsel Dep ty 29 AAFinat Ground Lease Draft.doc Draft version 12/5/2002 4:59 AM STATE OF CALIFORNIA } COUNTY OF CONTRA COSTA ) On 1 -30'Lo-z- before me, VA--Mrte, , a Deputy Clerk of theBoard of Supervisors, Centre Caste County, personally appeared rC L 46 who is personally known to me (or proved to me on the basis of satisfactory evidence) to be the personW whose name, '} isIW6 subscribed to the within instrument and acknowledged to me that heis lt,�aey executed the same in hislW!t t authorized capacityW), and that by hislberltWr signatureA on the instrument, the personA, or the entity upon behalf of which the personal acted, executed the instrument. In witness whereof, l have hereunto set my hand the day and year first above written. Signature Deputy Clerk ii 4 i ft 4+1 , f !A ALL PURPOSE ACKNOWLEDGMENT State of California, ss. County of Contra Costa. On 2002, before me, tj V a Notary Public, personally appeared '` _ _ , fir personally known to me{ to be the person whose name VQ subscribed to the within instrument and acknowledged to me that Vt y executed the same in */dAr authorized capacity( , and that by /tlr signature on the instrument the person , or the entity upon behalf of which the personOq acted, executed the instrument. WETNESS my hand and official seal. JOYCE L WOO _rAO Corgnt scion#130M Notary Pulslic-Cal totmia Contra Coots C ,a' y - My Carnm. pir�a Ju13, Sigsi6r6f Notary Public ALL PURPOSE ACKNOWLEDGMENT State of California, ss. County of Contra Costa. On , 2002, before me, , Notary Public, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. WITNESS my hand and official seal. Signature of rotary Public All Purpose Acknowledgment 05171/59954 jlw 12/20/02 EXTIIBIT ".A" PREMISES lit v z z (,� r 2 I a � h Y +.Y .J rail } # t 4 Q � f tt'1C1 Y.ilsfg0 N a + a C t 0 ZLU a$ �# d i x� to * � I 1 � l € Y � �• l s I EXHIBIT "B" BUILDING 1J � I zz ` 1 1 1 V) V)U) I J � i 1 j N I W W I W t _ � W -V O I � I Elf co L Lr I � i L ED C) WCl. x N L S� C1 Ell- - Y Will 3 S I _ I N i � ' 1 C> 0 ry� �U I � { t I r------�� W I I I t I V7 ' f I i ~` IL �' N 231 v 9 Ni _.. ....... ...... .. ._....... +6 O PRIORITY SCOL - SUMMARY PROJECT: VERDE ELEMENTARY-HEAD START EXHIBIT "C" LOCATION: WCCUSD ESTIMATOR: JAVIER SILVA DATE: 10/14102 I2IVERSII)E DESCRIPTION 1 C 1 C+ IC-OPTION SITE - LANDSCAPING - CLASSROOM MODERNIZATION ARCHITECTURAL - - CODE COMPLIANCE - - ENVIRONMENTAL - - INFRASTRUCTURE - - ROOFING - TECHNOLOGY - MULTI-PURPOSE ROOM MODERNIZATION ARCHITECTURAL - CODE COMPLIANCE - - ENVIRONMENTAL - INFRASTRUCTURE - ROOFING - TECHNOLOGY - TEMPORARY FACILITIES - PHASING NEW CONSTRUCTION ARCHITECTURAL 328,803 - CODE COMPLIANCE 7,853 - ENVIRONMENTAL - INF RASTRUCTURE 98,494 - ROOFING 17,607 TECHNOLOGY 15,670 SUBTOTAL 468,526 - GENERAL CONDITIONS 46,554 - SUBTOTAL 515,080 SONDSANSURANCE 10,302 - SUBTOTAL 525,381 - OH&P 31,523 SUBTOTAL 556,904 - DESIGN CONTINGENCY 55,690 - SUBTOTAL 612,695 - ESCALATION 36,756 - TOTAL COST 643,350 207.20 /SF SGI COSTS SOFT COSTS 168,831 SUBTOTAL 818,181 SGI CONTINGENCY 81,818 TOTAL PROJECT COST 500,000 DESIGN # f ESCALATION 6% SOFT COSTS 26% i SILVA COST CONSULTING PAGE 1 OF 1 ! ! CD EXHIBIT "D" twodo v a) CA p w ?,a! yi F f o cn ti CD z 9 y. 0 m40 45 CD FL CDem ! ' 21 a� 1: fh � CA � ! Gr I i ! wl co i Ij .�q y♦rs� �� E �� !`t ., 4>u i i Sr V