HomeMy WebLinkAboutMINUTES - 10012002 - C.68-C.70 BOARD OF SUPERVISORS CONTRA
FROM: BARTON J. GILBERT, DIRECTOR OF GENERAL SERVICES - COSTA
DATE: SEPTEMBER 24, 2002 COUNTY
SUBJECT: LEASE RENEWAL FOR THE PREMISES AT 3052 WILLOW PASS ROAD, Or. 'g
CONCORD FOR THE HEALTH SERVICES DEPARTMENT (T00352)
(CP#0279)
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION
_
1. APPROVE a Lease renewal, commencing September 1, 2002, with 3052 Willow Pass Road
LLC, a California Limited Liability Corporation, for the premises at 3052 Willow Pass Road,
Concord, for continued occupancy by the Wealth Services Department, under the terms and
conditions more particularly set forth in the Lease.
2. AUTHORIZE the Director of General Services to execute the Lease on behalf of the County,
upon successful negotiation of a purchase option price and Lessor provided off-site parking and
building elevator.
3. DETERMINE that the project is a Class I(a) Exemption under the Califomia Environmental
Quality Act (CEQA).
4. DIRECT the Director of Community Development to file a Notice of Exemption with the County
Clerk, and DIRECT the Director of General Services 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
This ten year lease begins September 1, 2002 and ends October 31, 2092, with annual rent
increases during the term. There are two five-year options for renewal. The lease requires the
County to pay full rent for the first floor beginning upon commencement of the lease. The County will
pay an interim rent during remodeling of the second floor expansion area, and regular monthly rent
payments beginning upon acceptance of the additional premises. The lease payments for this fiscal
year will total $130,927.00. The tenant improvement cost is estimated to total $463,620.00 and will
be financed through tax-exempt deferred financing. The annual debt service will be included in the
Health Services Department budget.
CONTINUED ON ATTACHMENT: X YES SIGNATURE: A*tv�&f
e RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
APPROVE OTHER
SIGNATURE(S):,
ACTION OF BO�RD N �, a ' -. �u APPROVED AS RECOMMENDED
OTHER
1 A
VOTE OF SUPERVISORS
fyb,,
UNANiMOUS(ABSENT
AYES: NOES
ABSENTS: ABSTAIN:
MEDIA CONTACT:BARTON J.GILBERT(313-7100)
Originating Dept.:General Services Department
cc: General Services Department 1 HEREBY CERTIFY THAT THIS iS A TRUE
Lease Management Division AND
CORRECT COPY OF AN ACTION TAKEN
AND ENTERED ON THE MINUTES OF THE BOARD
Accounting OF SUPERVISORS ON THE DATE SHOWN.
Auditor-Controller(via L/M)
Risk Management(via UM) ATTESTED t L w '" `•-�`
Health Services Department(via UM) JOHN SWEETEN,CLERK OF THEiBOARO OF SUPERVISORS
3052 willow Pass Road LLC(via UM) AND COUNTY ADMINISTRATOR
BY f d s✓ .s ✓ _� DEPUTY
hLeaseMgt\CBEAR\_Lease Flles\Concord13062 Willow Pass\Board Order 02-09-24.doc CGB:tb Rev.9116/02 Page 1 of 2
M382(10/88)
LEASE RENEWAL FOR THE PREMISES AT 3052 September 24, ?002
WILLOW PASS ROAD, CONCORD FOR THE HEALTH
SERVICES DEPARTMENT (T00352) �
BACKGROUN it
The Health Services Department has occupied 4,610 square feet on the first fl000l of the premises
since Jane 27, 1989. This lease renewal will provide 4,636 additional square feeODr the expansion
of the clinic to the second floor. Under this lease renewal, the terms and conditio ,s of the County's
occupancy of the first floor remains unchanged from the existing lease which runs rough September
2004. The Lessor will complete the County funded tenant improvements in acro Vince with County's
plans and specifications.
cGe:tb
LEASE
FABLE OF CONTENTS
3052 Willow Pass Road
Concord, California
Health Services Department
SECTION A. BASIC TERMS AND CONDITIONS
A.1. PAFJIES+ .......................................................................................................... 1
A.2. LEASE PREMISES..................................................................................... I
A.3. TERM. ...................................................................................................I........... I
A.4. ................................................................................................................ I
A.S. FXTENSIt)N.....................................................................................................2
A.6. USE OF PREMISES.......................................................................................... 3
A.7. UTILITIES......................................................................................................... 3
A.S. MAZLTEblANCE AND REPAIRS .................................................................. 3
A.9. NOTICES...........................................................................................................4
A.10. EXHIBITS AND ATTACHMENTS........................... ..... 5
. .. .............
A.11. -WRITTEN AGREF-FMEN t'................................................................................ 6
A.12. TIME IS OF THE ESSENCE............................................................................ 6
A.13. SIGNATURE BLOCK ...................................................................................... 6
SECTION B: STANDARD PROVISIONS
B.1. HOLDING OVER.............................................................................................. 7
B.2. HQLD HARMLESS .......................................................................................... 7
8.3. ALTE,RATIC)NS, FIXTURES, AND SIGNS. ................................................... 7
B.4 DESTR i . ION.................................................................
B.S. QUIET ENJOYMENT....................................................................................... S
8.6. DEFAi n TS ....................................................................................................... 8
8.7. SLf_RRHNDER OF-PREMISES........................................................................ 10
B.B. SUCCESSORS,AND ASSIGNS .................................................................... 10
B.9. SEVERABILITY............................................................................................. 10
B.10. INSPECTION ............................................................................. ............. 10
SECTION C: SPECIAL PROVISIONS
C.1. ASSIGNMENT-OR SUBLEASF.................................................................... 11
C.2. SERVICE_BY_LESS{?R................................................................................... II
C.3. ACCOMPLISHMENT OF IMPROVEMENTS. ............................................. 11
CA. COI-PLETI N AND OCCUPANCY. ........................................................... 13
C.S. WAIVERS........................................................................................................ 15
C.6. OFF SITE PARKING LOT ............................................................................. 15
C.7. ELEVATOR ................................................................................................... 15
C.S. OPTION TO PURCHASE............................................................................... 16
C.9. RFCORnIN+r7 .................................................................................................. 17
C.10. TECATION OF PRESENT LEASE........................................................ 17
EXHIBITS
EXHIBIT A: PREMISES
EXHIBIT B: TENANT IMPROVEMENT CONSTRUCTION SCHEDULE AND BUDGET
EXHIBIT C: WAIVERS
EXHIBIT D: LEGAL DESCRIPTIONS
EXHIBIT E: MEMORANDUM OF LEASE
LEASE
FOR
CONTRA COSTA COUNTY HEALTH SERVICES DEPARTMENT
3052 WILLOW PASS ROAD
CONCORD, CALIFORNIA
SECTION A: BASIC TERMS AND CONDITIONS
A.I. PARTIES: Effective on September 24, 2002, 3052 WILLOW PASS ROAD LLC, a
California Limited Liability Corporation, hereinafter called "LESSOR", and the C07UTNTY
OF CONTRA COSTA, a political subdivision of the State of California, hereinafter called
"COUNTY", mutually agree and promise as follows:
A.2. LEASE OF PREMISES: LESSOR, for and in consideration of the rents, hereby
leases to COUNTY, and COUNTY leases from LESSOR those certain premises described
as follows: two-two story East and West Office buildings ("Building„) commonly known
and designated as 3052 Willow Pass Road, Concord, consisting of first floors in both
Buildings ("First Floor") totaling approximately 4,610 square feet and second floors in
both Buildings ("Second Floor") totaling approximately 4,636 square feet for a total
rentable square feet of approximately 9,246 square feet, together with exclusive use of the
parking lot for both Buildings shown on Exhibit A ("Office Buildings"), and additional
parking spaces in the lot, APN 113-041-004, shown on Exhibit A ("Off--Site Parking Lot"),
collectively defined as the"Premises", which is attached hereto and made a part hereof.
A.3. M: The term of this Lease shall be ten years and two months, commencing
September 1, 2002 and ending October 31, 2012.
A.4. REN : COUNTY shall pay to LESSOR as rent for the use of the Premises a
monthly rental, payable in advance on the tenth day of each month during the term of this
Lease, as follows:
Interirn_Rent: Rent for the First Floor shall be in accordance with the schedule below. The
Interim Rent for the Second Floor shall continue until the COUNTY'S tenant
improvements and installation of an operable building elevator are accepted in writing by
the COUNTY Lease Manager or designee, in accordance with Paragraphs CA. and C.7.
-1-
below, at which time payment rental payments shall commence in accordance with the
schedule below. Rent for any partial month shall be prorated.
First F oor: Monthly Ren
Sept. 1, 2002 to Sept. 30, 2002 $7,145.00
Oct. 1, 2002 to Dec. 31, 2002 $7,360.00
Tan. 1, 2003 to Oct. 31, 2003 $75010.00
Second Floor: Monthly Interim Refit
Sept. 1, 2002 to Sept. 30, 2002 $25421.25
Oct. 11 2002 to Completion of Improvements &
Operable Elevator(Paragraph C.4. & C.7. below) $5,152.00
Acceptance of Improvements & Operable Elevator
to Oct. 31, 2003 $8,326.00
PremisesTtent:
Period 15'Flr Rent 2nd Flr Rent Total Rent
Nov. 1, 2003 to Oct. 31, 2004 $ 7,010.00 $ 8,558.40 $15,568.40
Nov. 1, 2004 to Oct. 31, 2005 71,230.00 81790.20 1155020.20
Nov. 1, 2005 to Oct. 31, 2006 7,230.00 9,022.00 161252.00
Nov. 1, 2006 to Oct. 31, 2007 7,455.00 9,253.80 16,708.80
Nov. 1, 2007 to Oct. 31, 2008 7,455.00 9,485.60 16,940.60
Nov. 1, 2008 to Oct. 31, 2009 9,912.00 9,717.00 19,629.00
Nov. 1, 2009 to Oct. 31, 2010 105142.00 9,949.20 20,091.20
Nov. 1, 2010 to Oct. 31, 2011 10,372.00 10,181.00 20,553.00
Nov. 1, 2011 to Oct. 31, 2012 10,603.00 10,412.80 21,015.80
Payments shall be mailed to LESSOR, c/o Eric Swallow, 2055 N. Broadway
Boulevard, Suite 300, Walnut Creek CA 94596 or to any other location designated by
LESSOR in writing from time to time.
A.5. EXTENSION: This Lease may, at the option of the COUNTY, be extended upon
the same terms and conditions, except the rental shall be adjusted as follows:
A. First Option: For a five (5) year term, commencing November 1, 2012 and ending
October 31, 2017 at the following monthly rental:
Pe,rio Is'Mr.Rent ' F r Re Tatal ent
Nov. 1, 2012 to Oct. 31, 2013 $ 10,695.20 $10,755.50 $21,450.70
Nov. 1, 2013 to Oct. 31, 2014 10,925.70 10,987.30 215913.00
Nov. 1, 2014 to Oct. 31, 2015 11,156.20 11,219.10 22,375.30
Nov. 1, 2015 to Oct. 31, 2016 111386.70 11,450.90 22,837.60
Nov. 1, 2016 to Oct. 31, 2017 11,617.20 11,682.70 23,299.90
B. Second Option: For a five (5)year term, commencing November 1, 2017 and ending
October 31, 2022 at the following monthly rental:
-2-
P 1 se F r Rent 2"' Fir Rent Total Rent
Nov. 1, 2017 to Oct. 31, 2018 $ 11,847.70 $11,914.50 $23,762.20
Nov. 1,2018 to Oct. 31, 2019 12,078.20 12,146.30 24,224.50
Nov. 1, 2019 to Oct. 31, 2020 12,308.70 121378.10 24,686.80
Nov. 1, 2020 to Oct. 31, 2021 12,539.20 12,609.90 25,149.10
Nov. 1, 2021 to Oct. 31, 2022 12,769.70 12,841.70 25,611.40
it is understood and agreed COUNTY shall give LESSOR thirty (30) days prior
written notice of its intention to exercise any option to extend this Lease. However, in the
event COUNTY does not give such written notice, its right to exercise any option before
termination of the Lease shall not expire until fifteen (15) working days after receipt of
LESSOR'S written demand to exercise or forfeit said option.
A.6. USE OF PREMISES: The Premises shall be used during the term or extension
thereof for purposes of conducting various functions of COUNTY.
A.7, UTILITIES ANT} JANITORIAL SERNI E: LESSOR shall be responsible and
pay for all gas, water, sewer, and refuse collection services provided to the Premises, and
shall provide and pay for electric utility and janitorial service through December 31, 2002.
COUNTY shall be responsible and pay for all janitorial and electric utility service to
the Premises beginning January 1, 2003.
A.8. MAINT'ENANC'E_.ANDRSA CSR,.
a. LESSOR shall keep the roof and exterior of the Premises in good order,
condition, and repair and shall maintain the structural integrity of the
Premises, including the exterior and restroom doors and their fixtures, closers
and hinges, glass and glazing.
b. COUNTY shall maintain all locks and key systems.
C. COUNTY shall keep and maintain the interior of the Premises in good order,
condition, and repair, but LESSOR shall repair damage to the interior caused
by failure to maintain the exterior in good repair, including damage to the
interior caused by roof leaks and/or interior and exterior wall leaks.
d. LESSOR shall repair and maintain the electrical, lighting, heating,
ventilating, air conditioning, water, and plumbing systems in good order,
condition, and repair but shall not be responsible for maintenance required
-3-
due to abnormal or abusive use. LESSOR shall maintain ballasts, but
COUNTY shall replace burned out lighting tubes and bulbs.
e. LESSOR shall obtain and keep in effect, at its sole cost and expense, a
services contract, acceptable to the COUNTY, for the maintenance and repair
of the heating, ventilating, and air-conditioning systems. Said contract shall
provide for filters to be changed a minimum of four (4) times per year.
f. LESSOR shall maintain the parking lots, including the Off Site Parking Lot,
landscaping, covered walkways, sprinkler system, and exterior lighting
system in good order, condition and repair.
g. LESSOR shall provide, install, and maintain, at the direction of the Fire
Marshal, the necessary number of A-B-C fire extinguishers for the Premises
at no cost to COUNTY.
h. COUNTY shall not suffer any waste on or to the Premises.
i. LESSOR. shall be responsible for the correction of any code violations which
may exist in the Premises,provided LESSOR. 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.
j. COUNTY shall be responsible for maintenance of any alarm systems in the
Premises.
A.9. 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 LESSOR: 3052 WILLOW PASS ROAD, LLC
c/o Eric Swallow
2055 N. Broadway Boulevard, Suite 203
Walnut Creek, CA 94595
-4-
To COUNTY: Contra Costa County
General Services Department
Lease Management Division
1220 Morello Avenue, Suite 100
Martinez, CA 94553-4711
A.10. EXHIBITS AND ATTACHMENTS: Section B, Standard Provisions, Section C,
Special Provisions, and Exhibit A -- Premises, Exhibit B — Tenant Improvement
Construction Schedule and Budget, Exhibit C — 'Waivers, Exhibit D — Legal Descriptions,
and Exhibit E -- Memorandum of Lease are attached to this Lease and are made a part
hereof.
(Remainder of Page.Intentionally Left Blank)
-5-
A.11. ITEN _AGMMENT: Neither party has relied on any promise or
representation not contained in this Lease. All previous conversations, negotiations, and
understandings are of no further force or effect. This 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 Lease, nor shall they be considered in construing
the intent of this Lease.
A.12. TIME IS OF THE ESSENCE of each and all of the terms and provisions of this
Lease.
A.13. SIGNATURE BLOCK
CQ LESSO
COUNTY OF CONTRA COSTA, a 3052 WILLOW PASS ROAD, LLC, a
Political subdivision of the State of California Limited Liability Corporation
California
By
By 6jAWU—M-10Z- Brad Cav
Director of General ServicesVL�
By
RECOMMENDED FOR APPRVAL:
En Swallow
By. d,
Director of Capital Facilities and
Debt Management
By l f t 1'Vl�t
Lease Manager
By
4. --
Health rvices Department
APPROVED AS TO FORM:
SILVANO B. MARCHESI, County
Counsel
y
lbll--�' ,
Deputy
-6-
LEASE
FOR
CONTRA COSTA COUNTY HEALTH SERVICES DEPARTMENT
3052 WILLOW PASS ROAD
CONCORD, CALIFORNIA
SECTION B: STANDARD PROVISIONS
B.1. HOLDING UVEI?: Any holding over after the term or extension of this Lease as
provided hereinabove shall be construed to be a tenancy from month to month, subject to
the terms of this Lease so far as applicable.
B.2. HOLD IIA MLESS: COUNTY agrees to defend, indemnify and hold harmless
the LESSOR from the COUNTY'S share of any and all claims, costs and liability for any
damage, injury or death of or to any person or the property of any person arising out of
negligent or intentional acts, errors or omissions of the COUNTY, its officers, agents or
employees. COUNTY shall not be liable in the case of any structural, mechanical or other
failure of equipment of Premises owned and maintained by the LESSOR or for other
liability which is attributable, in whole or in part, to the negligence, willful misconduct, or
other intentional act, error or omission of LESSOR, which results in damage to any person
or property.
LESSOR agrees to defend, indemnify and hold harmless the COUNTY from the
LESSOR'S share of any and all claims, costs and liability for any damages, injury or death
of any person or the property of any person arising out of the negligent or intentional acts,
errors or omissions of the LESSOR, its officers, agents or employees.
B.3. ALERATTON FIXTTTRR ,. 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
termination of this Lease. Any such alterations, signs or fixtures shall be at COUNTY'S
sole cost and expense, and all signs shall meet with existing code requirements and
LESSOR'S approval.
-7-
B.4. DESTRUCTION:
a. In the event of damage causing a partial destruction of the Premises during
the term of this 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, LESSOR shall repair the
damage promptly and within a reasonable time, but such partial destruction
shall not void this Lease, except that COUNTY shall be entitled to a
proportionate reduction of rent while such repairs are being made, such
proportionate reduction to be based upon the extent to which the Premises are
useable by COUNTY.
b. If such repairs cannot be made in sixty (60) days, LESSOR may, at its option,
make the same within a reasonable time, the rent to be proportionately
reduced as provided in the previous subparagraph. In the event LESSOR.
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
Lease may be terminated at the option of either party.
C. A total destruction of the Premises shall terminate this Lease.
B.S. +.QrUIET FNJO)MNT: LESSOR 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 LESSOR as long as
COUNTY fully performs hereunder.
B.6. DEF II '1S: The occurrence of any of the following shall constitute an Event of
Default under this Agreement:
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 LESSOR to COUNTY. If, however,
payment is not made within ten (10) business days of said written notice due
to circumstances beyond the reasonable control of COUNTY, which
circumstances may, without limitation hereby, include failure of COUNTY to
-8-
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
LESSOR'S notice to COUNTY].
2. COUNTY'S failure to comply with any other material term or
provision of this Lease if such failure continues thirty (30) days after written
notice of failure from LESSOR to COUNTY specifying in reasonably
sufficient detail 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 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.
On the occurrence of an Event of Default by COUNTY, LESSOR may re-enter and
repossess the Premises and remove all persons and property therefrom after giving
COUNTY written notice of such default and in accordance with due process of law.
b. Event of Default by LESSOR. LESSOR'S failure to perform any of its
obligations under this Lease shall constitute a default by LESSOR if the failure
continues for thirty (30) days after written notice of the failure from COUNTY to
LESSOR. If the required cure of the noticed default cannot be completed within
thirty (30) days, LESSOR'S failure to perform shall constitute a default under the
Lease unless LESSOR 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, LESSOR 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 by LESSOR, COUNTY may terminate this
Lease and quit the Premises without further cost or obligation or may proceed to repair or
-9-
correct the failure and either deduct the cost thereof from rental payments due to LESSOR,
or at COUNTY'S option, invoice LESSOR for the cast of repair, which invoice LESSOR
shall pay promptly upon receipt.
B.7. S11H RENDER OF PREDUSES: On the last day of the terns, or sooner termination
of this Lease, COUNTY will peaceably and quietly leave and surrender to LESSOR these
Premises with their appurtenances and fixtures (except signs and fixtures referred to
hereinabove) in good order, condition, and repair, excepting for reasonable use and wear
thereof and damage by earthquake, fire,public calamity,by the elements,by Act of God, or
by circumstances over which COUNTY has no control. COUNTY shall not be liable for
painting the interior of the Premises upon termination of this Lease.
B.8. SUCCESSORS AND ASSIGNS- The terms and provisions of this Lease shall
extend to and be binding upon and inure to the benefit of the heirs, successors, and assigns
of the respective parties hereto.
B.9. SEYE s 1�, ITV: 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 LESSOR. in its respective rights and
obligations contained in the valid provisions of this Lease.
B.10. INSPECTION: The LESSOR reserves the right to enter the Premises by prior
appointment only 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, 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 teams and conditions of this Lease.
(Remainder refPage Intentionally Left Blank)
4a
LEASE
FOR
CONTRA COSTA COUNTY HEALTH SERVICES DEPARTMENT
3€352 WILLOW PASS ROAD
CONCORD, CALIFORNIA
SECTION C: SPECIAL PROVISIONS
C.1. ASSIGNMENT OR SlIB, ASE, COUNTY shall have the right to assign this
Lease or sublease the Premises or any part thereof at any time during the term of this Lease
or extension thereof.
C.2. SERVICE M LESSO : It is understood and agreed LESSOR shall provide
certain landscaping, maintenance, construction, remodeling or like services beyond those
responsibilities of the LESSOR as specified in Paragraph A.S., MAINTENANCE AND
REPAIRS, as requested in writing by COUNTY from time to time during the term of this
Lease or extension thereof. COUNTY shall pay to LESSOR as additional rental one
hundred percent(100%) of the costs of the service.
LESSOR shall consult with COUNTY and select licensed, insured contractors to
provide the service. LESSOR shall obtain COUNTY'S prior written 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 LESSOR thirty (30) days prior written notice, including the
right to terminate any or all service, or to require different contractors to provide the
service.
C.3. CMELISI MF'.NT OF IMPROYM+'ENTS: LESSOR shall provide
COUNTY with a tenant improvement allowance ("Allowance") in the amount of$8.00 per
4,630 rentable square feet or THIRTY SEVEN THOUSAND FORTY AND NO/100
DOLLARS ($37,040.00). All tenant improvements ("Improvements"), permitting, or
architectural costs over this Allowance shall be borne by COUNTY.
a. LESSOR and COUNTY agree that LESSOR shall construct Improvements to the
.First and Second Floor per contract documents prepared by RMW, Architecture and
Interiors, which include the 100% construction drawings with plans and
41
specifications approved by the City of Concord for issuance of a building permit,
and Tenant Improvement Construction Schedule and Budget attached and made a
part hereof as Exhibit "B". The original contract documents are on file with the
COUNTY and a copy on file with the LESSOR. LESSOR. shall obtain at least three
bids from licensed contractors, and shall obtain at least two competitive bids for any
specialty trade if requested by COUNTY, and shall submit such bids to COUNTY
for approval. If the Tenant improvement Budget as contained in Exhibit "B" and
described in Paragraph CA(c) below is exceeded by the lowest bona fide bid, the
COUNTY at its option shall do one of the following: (1) approve the lowest bona
fide bid if additional funds are available, or (2) authorize rebidding or reduction of
the tenant improvement scope of work, or (3) COUNTY, at its sole expense, shall
modify the tenant improvement construction documents as necessary to comply with
the Tenant Improvement Budget. LESSOR'S general contractor shall comply with
the California Labor Code Sections 1720-1861 as they apply to the accomplishment
of the Improvements.
LESSOR shall not make or cause to be made any changes in the plans or
specifications without the prior written consent of COUNTY. LESSOR shall make
changes, additions or deletions upon written Change Order from COUNTY and such
items shall be charged at a rate not to exceed direct cost. COUNTY shall receive
full credit for any deletions. In the event of any change order that would result in a
net reduction in the Tenant Improvement Budget, future progress payments will be
based on the revised budget after taking into consideration the new savings resulting
from the deletion. COUNTY hereby reserves the right to inspect during construction
of Improvements as specified herein, but will not interfere with LESSOR'S work
and will notify LESSOR of any requests, recommendations or discrepancies.
b. The Improvements shall be complete, including final inspections and issuance of a
Certificate of Occupancy, by April 1, 2003. If actual construction has not
commenced by January 15, 2003, COUNTY may, upon written notice to LESSOR,
cancel the portion of this Lease related to the Second Floor with no further cost or
42-
obligation on the part of the COUNTY. In such event, COUNTY'S occupancy of
the First Floor shall continue under the terms and conditions of this Lease.
If COUNTY does not elect to cancel the portion of the Lease related to the
Second Floor as provided in the preceding paragraph, then, upon not less than ten
(10) days prior written notice to LESSOR, COUNTY may proceed to diligently
complete the Improvements referred to above using a general contractor and
subcontractors approved by LESSOR. (which approval shall not be unreasonably
withheld).
The preceding to the contrary notwithstanding, COUNTY and its general
contractor (and subcontractors) shall take not undertake completion of any part of
the Improvements to the extent the same pertains to or affects the structural integrity
of the Building. In connection with the completion of the Improvements, COUNTY
and its contractors shall not be permitted to perform any work outside of the First or
Second Floor.
Promptly following completion of any Improvements undertaken by
COUNTY pursuant to the terms of this paragraph above, COUNTY shall deliver a
detailed invoice of the work completed, the materials used and the costs relating
thereto. LESSOR shall reimburse COUNTY for all reasonable costs incurred by
COUNTY in completing the Improvements (not to exceed the balance of the
undisbursed portion of the Allowance referred to in this Paragraph C.3. above)
within thirty (30) days after the date of receipt of COUNTY'S detailed invoice.
C. Upon LESSOR'S written request and COUNTY'S written approval, which may be
granted or withheld in COUNTY'S sole discretion, the dates in this paragraph shall
be extended by the time lost as a result of work stoppages, strikes, shortages of
material or Act of God; provided such time lost is entirely beyond LESSOR'S
control.
CA. CQW- .TION AND OCCUPANCY: The following procedure shall apply for
completion, acceptance and payment of COUNTY Improvements.
43o
a. Upon LESSOR'S completion of Improvements, including an operable elevator in
accordance with Paragraph C7 hereinbelow, and written notice thereof to the County
Lease Manager, COUNTY shall inspect within three (3) workdays after receiving
the notice and shall accept or reject the improvements within six (6) workdays of
receipt of such written notice. Minor items that will not preclude COUNTY from
accepting occupancy will go onto a "Punch List" to be corzpleted within ten (10)
working days of COUNTY acceptance.
b. The sole basis for rejection of the improvements shall be nonconformity with plans
and specifications or applicable laws or ordinances and/or failure to provide a fully
operational elevator. In the event COUNTY rejects the Improvements, punch list
items excepted, COUNTY shall provide LESSOR with a reasonably detailed list of
the deficient portions or details of the improvements. LESSOR shall immediately
commence to complete or correct the rejected portion.
C. COUNTY has hired RMW, Architecture and Interiors, as the COUNTY'S'architect
and all costs associated with the architectural work shall be the sole responsibility of
COUNTY. COUNTY shall reimburse LESSOR One Hundred percent (100%) of the
Building Permit fee and, upon submission of such expenses, the costs of COUNTY
Improvements in excess of the Allowance, in the amount not to exceed FIVE
HUNDRED TWENTY EIGHT THOUSAND FOUR HUNDRED FIFTY SIX
DOLLARS AND NO/100.00 ($528,456.00), exclusive of COUNTY approved
Change Orders. LESSOR may submit to COUNTY a properly documented.monthly
Progress Payment (based on a percent (%) complete basis) request for the amount
owed to contractor on a form approved by COUNTY, and authorized(by COUNTY)
along with lien releases. Payment shall be due to LESSOR within ten (10) business
days of receipt of request by COUNTY.
d. Acceptance of said Improvements shall not constitute a waiver of any warranty of
any defect regarding workmanship or material of the improvements on the Premises.
e. COUNTY has approved and accepted as a proper form the LESSOR'S General
Contractor's Conditional Waiver and Release form for Progress Payments.
44
C.5. WAIYERS. In the event COUNTY elects to fund its own Improvements, LESSOR
agrees to execute the Landlord's Agreement, Lessor's Waiver, and shall cause for
Mortgagee to execute the Mortgagee's Waiver, in substantially the same form and content
as the Landlord's Agreement labeled Exhibit "Cl", Lessor's Waiver, labeled Exhibit "C2"
and Mortgagee's Waiver labeled as Exhibit "C3"which are attached hereto and made a part
hereof
C.6. OFT--SITE P RKtN T T, T: LESSOR shall provide COUNTY with an off site
paved asphalt parking lot on Assessor's Parcel No. 113-041-404 (" Off-Site Parking Lot")
as shown on Exhibit "A". LESSOR shall, at LESSOR'S sole cost and expense, provide
improvements consisting of a minimum of twenty six (26) paved parking spaces, containing
a minimum of thirteen (13) Standard parking spaces as defined herein. Standard parking
spaces shall be a minimum of 8.5 feet wide and compact spaces shall be a minimum of 7.5
feet wide. The Off-Site Parking Lot shall have a minimum of two light standards with
galvanized arm and high pressure sodium luminaries, not metal halide or mercury vapor,
standards to be positioned to provide uniform lighting throughout lot. Each space shall
have cement wheelstops. The Off-Site Parking Lot surface shall be a minimum of 4"
thickness of asphalt.
LESSOR shall deliver the Off-Site Parking Lot no later than the date the COUNTY
accepts the Tenant Improvements described in Paragraph C.3. above and the Building
Elevator is operable as described in the following paragraph. In the event that the LESSOR
does not deliver the Off-Site Parking Lot by this date, the monthly rental paid by the
COUNTY for the Second Floor shall be reduced by SIX HUNDRED FIFTY AND NO/100
DOLLARS ($650.00) each month until the date the LESSOR delivers the Off-Site Parking
Lot.
C.7. ELEVATOR: LESSOR shall, at LESSOR'S sole cost and expense, install a
commercial passenger elevator ("Elevator") to serve the Premises in the approximate
location shown on Exhibit "A", Premises, which is attached hereto and made a part hereof
The Elevator shall be a holeless hydraulic type with a capacity of 2100 pounds and 13
passengers with a speed of 100 feet per minute. Prior to submission to the City of Concord
45
for Elevator building permit, LESSOR.shall provide COUNTY with a copy of the plans and
specifications for the Elevator installation, which at a minimum shall include the Elevator
building drawings to be submitted for permit, manufacturer's shop installation drawings
with the stated Elevator type, speed, capacity and operation. LESSOR shall provide
COUNTY with a site plan depicting location of Elevator hoistway and machine room,
exterior elevation(s), cross-sections) depicting Elevator to first and second floor
transitions, pit size, structural connection details, and finish and color schedules. Elevator
manufacturer shall be Otis or COUNTY approved equivalent.
The Elevator shall meet all current building and code requirements, including
compliance with ADA and shall be operable no later than the date the COUNTY accepts
Improvements outlined in Paragraph C.3. above. Rent for the Second Floor shall not
commence until the date the COUNTY accepts the Improvements and the Elevator is
operable. Thereafter LESSOR, at LESSOR'S sole cost and expense, shall be responsible
for the maintenance and repair of the Elevator.
C.8. OPTION TO PURCHASE:
a. As part of the consideration for this Lease, LESSOR hereby grants to COUNTY or
its assignee the exclusive right and privilege to purchase the Premises as described in
Exhibit "D", Legal Descriptions,which is attached hereto and incorporated herein.
Purchase may be made at any time between November 1, 2006 and October
31, 2008 for TWO MILLION ONE HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS ($2,150,000.00).
b. To exercise the purchase option, COUNTY shall give one hundred twenty (120)
days prior written notice to LESSOR.
C. LESSOR shall deliver to COUNTY an executed grant deed in recordable form
conveying the Premises. Title to the Premises shall be conveyed by LESSOR to
COUNTY free and clear of all liens, encumbrances, covenants, conditions,
restrictions, easements, and rights of way of record, leases with a term exceeding
five (5) years, and other matters of record, except current taxes, a lien not yet
delinquent, and those portions of current assessments not yet due and payable.
46
d. The sale shall be consummated through an escrow to be opened after the option
notice has been given to LESSOR. Escrow shall be deemed to be opened under this
paragraph on the date the escrow instructions are drawn. The parties shall execute
all documents required by escrow holder as long as they are consistent with the
provisions of this paragraph. Escrow shall close approximately sixty (60) days after
the option notice has been given to LESSOR. Escrow shall be deemed to be closed
pursuant to this paragraph on the date the grant deed is recorded.
e. At the close of escrow, escrow holder must be prepared to issue a CLTA Standard
Coverage Policy of Title Insurance in the amount of the purchase price insuring title
to the Premises vested in COUNTY
f. Rent and taxes shall be prorated as of close of escrow.
g. Transfer taxes and recording fees on the deed, the cost of the title policy referred to
in Paragraph C.8.e., charges of escrow, and all other closing costs shall be paid by
COUNTY.
h. If the Premises are partially destroyed between the date COUNTY exercises the
option to purchase and the date set for the close of escrow, LESSOR shall restore the
Premises. The partial destruction shall not affect this option, the date set for the
close of escrow or the purchase price of the Premises. If the lease terminates, this
option shall also terminate unless COUNTY otherwise agrees in writing to complete
the purchase.
i. On close of escrow, this Lease shall terminate and the parties shall be released from
all liabilities and obligations under this Lease.
C.9, REC"ORDINC; A Memorandum of Lease, attached hereto and made a part hereof
as Exhibit "E", shall be executed and recorded by the parties hereto. This will be in lieu of
recording the entire instrument. Upon termination of this Lease, COUNTY shall execute a
Quitclaim Deed to LESSOR to clear Lease from LESSOR'S title.
C.10. TFRMIN TJON OF PRESENT LEASE: It is understood and agreed that
COUNTY occupies the First Floor of the Premises under the terms of a Lease dated
October 5, 1999 between COUNTY and El Dorado Company. On February 22, 2002,
4'�
3052 Willow Pass Road LLC purchased the Premises and assumed COUNTY'S October 5,
1999 lease. Upon commencement of this Lease, the Lease dated October 5, 1999 shall
terminate.
(Remainder of Page Intentionally Left.Blank)
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EXHIBIT B-TENANT IMPROVEMENT CONSTRUCTION SCHEDULE
29-tact-02
CONSTRUCTION COST ESTIMATE
TENANT IMPROVEMENTS AT CONCORD HEALTH CENTER.
3052 WILLOW PASS ROAD, CONCORD
Division# Description of Work Cost
2 Site Work $ 43,090
3 Concrete $ 2,400
4 Masonry $ -
5 Metals $ 1,925
6 Wood&Plastics $ 66,626
7 Thermal&Moisture Protection $ 4,289
8 Doers&'Windows 30,656
9 Finishes $ 85,552
10 Specialties $ 3,982
11 Equipment $ 876
12 Furnishings $ -
13 Special Construction $
14 Conveying $
15.9 Plumbing $ 49,535
15.2 HVAC $ 41,586
15.3 Fire Protection $
16 Electrical $ 101,022
Subtotal $ 430,739
General Conditions 10% $ 43,074
Subtotal $ 473,813
Bund 1.50% $ 7,907
General Contractor QCN &P 7% $ 33,167
Total Probable Construction Cost $ 514,0187
Phasing 10% $ 59,409
Total Construction Cast w/Phasing $ 565 49f:
Cast per Square Foot 6369 $ 89
EXHIBIT B-TENANT IMPROVEMENT CONSTRUCTION BUDGET
EXHIBIT Cl-LANDLORD'S AGREEMENT
To induce (Insert Specific Financing Entity) (" ") to enter into a Master Lease/Option
Agreement (the "Master Lease"), with Contra Costa County, California (the "County"), respecting the
property described therein (the "Leasehold Improvements") and to provide funds to pay costs of the
Leasehold Improvements, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned hereby certifies and agrees for the benefit of(Specific
Financing Entity), its participants, successors and assigns, as follows:
I. The undersigned owns certain premises(the"Premises")located in Contra Costa County,
California, as described in Exhibit A attached hereto.
2. The undersigned has entered into a written lease with respect to the Premises between
itself, as lessor("Lessor"),and County, as lessee(the"Lease"). Attached hereto as Exhibit E is a true and
correct copy of the Lease. The Lease is in full force and effect and is unmodified.
3. As of the date of this Agreement, Lessor is not in default in the performance of any of its
obligations under the Lease nor has it committed any breach thereof which may, with the giving of notice
or passing of time or both,become an event of default thereunder.
4. As of the date of this Agreement,County is not in default in the performance of the Lease
or any provision thereof, nor has it committed any breach thereof which may, with the passing of time or
the giving of notice or both, become an event of default thereunder or otherwise permit Lessor to
terminate the Lease.
5. As of the date of this Agreement, Lessor has not granted a deed of trust or mortgage on
the Premises to any party except as follows:
N NX OF MORTGAGEE DATEEXECUTED AMOUNT
6. Lessor acknowledges that, in connection with the funds to be provided by (Specific
Financing Entity) to pay costs of the Leasehold Improvements,County has executed or will be executing
the Master Lease pursuant to which, among other things, a security interest will be granted to (Specific
Financing Entity) in and to the Leasehold Improvements to be located on the Premises, and that upon the
occurrence of certain events and without the payment of further consideration,(Specific Financing Entity)
may, among other things, take possession of the Leasehold Improvements. Lessor hereby disclaims any
interest in the Leasehold Improvements,whether or not all or part of the Leasehold Improvements may be
considered to "fixtures" under any provision of law or otherwise, and consents to the granting of the
aforementioned security interest in and to the Leasehold Improvements to(Specific Financing Entity).
7. If and when (Specific Financing Entity) exercises any of its remedies under the
Agreement with respect to the Leasehold Improvements, Lessor agrees that (Specific Financing Entity)
may, at its option, (a) store the Leasehold Improvements on the Premises and/or (b) enter upon the
Premises to inspect or remove the Leasehold Improvements.
8. Subject to the provisions in paragraph 6 and 7 hereof, Lessor hereby reserves in all
respects the right to cancel or terminate the Lease for nonpayment of rent or otherwise in accordance with
the terms of the Lease; provided that Lessor agrees not to cancel the Lease without first giving(Specific
Financing Entity)at least 30 days prior written notice,stating the grounds for cancellation or termination.
K`*—V-V."V-1 i •9 a A most 9 U"NzlV IWK �20M 04 iVUM tV ■
EXHIBIT Cl-LANDLORD'S AGREEMENT
9. Lessor is making this Agreement with the understanding that(Specific Financing Entity)
is contemplating providing funds to pay costs of the Leasehold Improvements and, if(Specific Financing
Entity)does so,it will do so in reliance on this Agreement.
Date: , 2002.
Lessor:
By:
Printed Name:
Title:
-2-
EXHIBIT C2-LANDLORD'S WAIVER
This Landlord's Waiver and Consent Agreement("Agreement") is made and entered into
as of 2002,by and among 3052 WILLOW PASS ROAD LLC ("Lessor"),
CONTRA COSTA COUNTY, a political subdivision of the State of California ("County") and
(Insert mune of financing entity).
Concurrently herewith, Lessor, as lessor, and County, as lessee, have entered into a lease dated
2002 (the "Lease"), pursuant to which Lessor leases to County and County leases
from Lessor that certain premises,consisting of approximately 9,246 rentable square feet of office space,
commonly known and designated as 3052 Willow Pass Road, Concord, California (the "Premises"). A
copy of the Lease is attached hereto as Exhibit . Pursuant to the provisions of Paragraph C.3 of the
Lease, Lessor has agreed to construct or install, or cause to be constructed or installed, certain leasehold
improvements in the Premises, which leasehold improvements are identified on those certain plans and
specifications prepared by RMW, Architecture & Interiors, dated , 2002 (the
"Tenant Improvements").
(frame of financing entity) has entered into or intends to enter into a Master Lease/Option
Agreement(the"Master Lease")with the County and, in connection therewith,(name of financing entity)
will be financing or providing funds to pay the costs of constructing or installing the Tenant
Improvements. In connection with such (name of financing entity) financing, the County shall grant
(financing entity)a security interest in the Tenant Improvements.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,the herein named parties agree as follows:
1. Lessor owns that certain building (the "Building") located at 3052 Willow Pass Road in
the City of Concord, County of Contra Costa, State of California, as more particularly described in the
Lease.
2. As of the date of this Agreement, Lessor represents that it has received no written notice
from the County that Lessor is in default in the performance of any of its obligations under the Lease. To
the actual knowledge of Lessor, Lessor has not committed any breach of any of its obligations under the
Lease which may, with the giving of notice or passing of time or both, become an event of default
thereunder.
3. As of the date of this Agreement, to Lessor's actual knowledge, the County is not in
default in the performance of the Lease or any provision thereof,nor has it committed any breach thereof
which may, with the passing of time or the giving of notice or both, become an event of default
thereunder or otherwise permit Lessor to terminate the Lease.
4. (Name of financing entity)and County acknowledge that, in connection with the funds to
be provided by (Financing Entity)to pay costs of the Tenant Improvements,County has executed or will
be executing the Master Lease pursuant to which, among other things, a security interest will be granted
to (Financing Entity) to the Tenant Improvements to be located on or in the Premises, and that upon the
occurrence of certain events and without the payment of further consideration, (Financing Entity) may,
among other things, take possession of the Leasehold Improvements (subject to the provisions of this
Agreement). Lessor hereby disclaims any interest in the Tenant Improvements (except as otherwise
provided in paragraphs 7 and 8 below), and consents to the granting of the aforementioned security
interest in and to the Included Improvements to(financing entity)(subject to the provisions of paragraph
13 below). If, within the time required by paragraphs 7 and 8 below, the County or (Financing
Entity) fails to remove all or any portion of the Included Improvements from the Premises, then,
lSLP1528459.5 -I-
05-090703987015
.l05-090703987015
EXHIBIT Cly LANDLORD'S WAIVER
subject to paragraphs 7 and 8 below, Lessor may exercise any and all rights it may have under
the Lease or under this Agreement and/or at law or in equity with respect to the Tenant
Improvements. In no event shall (Financing Entity) have, or be deemed to have, any security
interest or lien on any tenant improvements installed in the Premises at the expense of Landlord.
S. If and when (Financing Entity) exercises any of its remedies under the Agreement with
respect to the Tenant Improvements, Lessor agrees that(Financing Entity)may, at its option,(a)store the
Tenant Improvements on or in the Premises during the term of the Lease, and/or (b) enter upon the
Premises to inspect or remove the Tenant Improvements during the term of the Lease. (Financing entity)
shall, at no cost to Lessor, restore any damage caused by the removal of the Tenant Improvements by
(Financing Entity)or any of(Financing Entity)agents,employees or contractors.
6. Provided (Financing Entity) obtains County's consent thereto, (Financing Entity)
may enter upon the Premises to inspect the Tenant Improvements, or any portion thereof, at any
time during the term of the Lease, subject however, to satisfaction of the express conditions
precedent.that(i) (Financing Entity) shall notify Lessor in writing at least three(3)business days
prior to any such entry to remove any of the Tenant Improvements, (ii) in no event shall
(Financing Entity) effect a forced entry upon the Premises and (Financing Entity) shall not
disturb or otherwise violate the rights of Lessor, County or any other tenant in the Building, (iii)
any such inspection of the Tenant Improvements or any portion thereof (or removal of the
Included. Improvements, or any portion of such Included Improvements) shall be at Financing
Entity's sole cost and expense and in accordance with all applicable laws, ordinances and
building codes then in effect, (iv) Financing Entity shall repair any physical damage to the
Premises caused by removal of the Included Improvements, or applicable portion thereof, in
accordance with all applicable laws, ordinances and building codes then in effect, and (v)
Financing Entity shall indemnify, defend,protect and hold Lessor and the Premises, the Building
and the land upon which the Building is situated free and harmless from any actions, claims,
damages, demands, injuries, liabilities, losses and expenses (including, without limitation,
attorneys' fees) arising out of the exercise of any of Financing Entity's rights under this
Agreement. Financing Entity shall not conduct any public auction of the Tenant Improvements
or any portion thereof from the Premises.
7. If the Lease expires at its natural expiration (which for the purpose of this
Agreement includes natural expiration at the end of any option or extended term of the Lease)
and Financing Entity has not removed the Tenant Improvements from the Premises, Lessor may,
at its election, complete the removal of the Tenant Improvements and repair at its expense all
physical damage to the Premises caused by such removal in accordance with all applicable laws,
ordinances, and building codes then in effect prior to expiration of the Lease.
8. If Lessor exercises its right to terminate the Lease prior to the scheduled
expiration of the term by reason of County's default or any other cause specified in the Lease,
Lessor shall give written notice to Financing Entity of such termination (the "Termination
Notice") and the effective date thereof(the"Lease Termination Date"). If the Lease Termination
Date is less than thirty (30) days after the date the Termination Notice is delivered to Financing
Entity, Financing Entity shall then have the election, upon written notice to Lessor given not
later than ten(10)days after receipt of the Termination Notice,either(i)to remove or cause to be
removed from the Premises prior to the Lease Termination Date all Tenant Improvements; or(ii)
-2-
EXHIBIT C2- LANDLORD'S WAIVER
to enter the Premises on or after the Lease Termination Date for the sole and exclusive purpose
of removing the Tenant Improvements, which right of entry shall continue for a reasonable
period specified in Financing Entity's election notice, but in no event for more than thirty (30)
days following the date the Termination Notice is delivered to Financing Entity. If Financing
Entity fails to give written notice of election to Lessor within said ten(10)day period, Financing
Entity shall be deemed to have elected to remove all Tenant Improvements from the Premises
prior to the Lease Termination hate. If Financing Entity gives notice of election to remove all
the Tenant Improvements from the Premises prior to the Lease Termination Date, Financing
Entity shall complete such removal and repair, at its expense, all physical damage to the
Premises resulting therefrom, and such removal and repair work shall be completed prior to the
Lease Termination Date and shall be subject to conditions (ii), (iii) (iv) and (v) set forth in
paragraph 6 above. If Financing Entity elects to enter the Premises on or after the Lease
Termination Date, and gives timely notice thereof to Lessor as provided in this Paragraph above,
such entry shall be subject to the following terms and conditions:
(a) Financing Entity shall pay to Lessor in cash not later than the Lease
Termination Date an amount equal to the product obtained by multiplying the number of days
included in the Post Termination Entry Period (defined below) by 1/30`t' of one hundred fifty
percent (1.50%) of the monthly base rent payable under the Lease immediately prior to the Lease
Termination Date. Failure to timely pay such amount to Lessor shall be deemed an election by
Financing Entity not to remove the Tenant Improvements during the Post Termination Entry
Period, whereupon any Tenant Improvements not removed by the Lease Termination Date may
be deemed abandoned, at the election of Lessor. "Post Termination Entry Period" shall mean the
period commencing on the Lease Termination Date and ending on the earlier to occur of(i) the
last day of the entry period designated in Financing Entity's election notice, or (ii) thirty (30)
days following delivery of the Termination Notice to Financing Entity.
(b) Financing Entity shall pay for all utilities consumed in the Premises during
the Post Termination Entry Period by Financing Entity, within thirty (30) days after Lessor's
demand for payment.
(c) Any Tenant Improvements not removed by the end of the Post
Termination Entry Period may be deemed abandoned, at the election of Lessor.
(d) Such entry shall be subject to conditions (ii), (iii), (iv) and (v) set forth in
paragraph 6 above.
9. County hereby consents to the terms and conditions of this Agreement. In no
event shall Lessor have any liability to County for the acts or omissions of Financing Entity or
any of its agents, employees, contractors or representatives.
10. If any party hereto shall bring an action to enforce or interpret this Agreement, the
prevailing party in such action shall be entitled to its costs of suit and reasonable attorneys' fees
in addition to any other relief that may be granted.
11. Any notice required or desired to be given hereunder shall be in writing and shall
be personally served or given by mail. Any notice given by mail shall be by certified or
-3-
EXHIBIT C2-LANDLORD'S WAIVER
registered mail, return receipt requested, postage prepaid, and shall be effective on the date of
receipt or refusal by the addressee, as specified on the return receipt, or, if no such date is
specified on the return receipt, seventy-two (72) hours from the time when such notice was
deposited in the United States Mail, postage prepaid. Any parity may change its address for
purposes of notice by giving written notice of such change of address to the other parties in
accordance with the provisions of this paragraph. As of the date of execution of this Agreement,
the addresses of the parties are as set forth below:
FINANCING ENTITY:
FINANCING ENTITY Public Finance LLC
LESSOR.:
3052 WILLOW PASS ROAD LLC
2055 N. Broadway Boulevard, Suite 300
Walnut Creek,CA 94596
COUNTY:
CONTRA COSTA COUNTY
General Services Department
Lease Management Division
1220 Morello Avenue, Suite 100
Martinez, CA. 94553-4711
Facsimile: (925) 313-7299
12. This Agreement shall be interpreted under the laws of the State of California, and
shall inure to the benefit of and be binding upon the successors, heirs and assigns of the parties
hereto.
13. This Agreement creates no lien on the Premises (or the land or parcel upon which
the Premises is located), the County's leasehold interest in the Premises and Lessor does not
consent to the creation of any lien on the Premises (or the land or parcel upon which the
Premises is located), the County's leasehold interest in the Premises. Upon termination of this
Agreement, Financing Entity will, at the request of Lessor, execute and deliver such documents,
in recordable form, as may be required to evidence such termination. If requested by any
beneficiary of a trust deed encumbering the Premises, Financing Entity will execute and deliver,
in recordable form, such documents as may be required by such beneficiary to confirm that this
Agreement is not a lien on the Premises (or the land or parcel upon which the Premises is
located)or the County's leasehold interest in the Premises.
14. Each party represents to the other that it has full power and authority to execute
and deliver this Agreement and to bind such party hereto.
15. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and together shall constitute one instrument.
-4-
EXHIBIT C2-LANDLORD'S WAIVER
16. Lessor is making this Agreement with the understanding that Financing Entity is
contemplating providing funds to pay costs of the Leasehold Improvements and, if Financing Entity does
so, it will do so in reliance on this Agreement.
{signature page(s)follow)
EXHIBIT C3-MORTGAGEE'S WAIVER
To induce(insert specific Financing Entity( )to enter into a Master Lease/Option Agreement
(the "Master Lease") with Contra Costa County, California (the "County"), respecting the property
described therein (the "Leasehold Improvements") and to provide funds to pay costs of the Leasehold
Improvements, and for ether good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the undersigned hereby certifies and agrees for the benefit of(Specific Financing
Entity), its participants,successors and assigns,as follows:
1. The undersigned holds a deed of trust and mortgage lien on certain premises located in
Contra Costa County,California,as described in Exhibit A hereto(the"Premises"),pursuant to a Deed of
Trust filed with the Contra Costa County Recorder's Office on , as Instrument
No.
2. The undersigned acknowledges that, in connection with the funds to be provided by
(Specific Financing Entity) to pay costs of the Leasehold Improvements, County has executed or will be
executing the Master Lease pursuant to which, among other things, a security interest will be granted to
(Specific Financing Entity)in and to the Leasehold Improvements to be located on the Premises, and that
upon the occurrence of certain events and without the payment of further consideration, (Specific
Financing Entity)may, among other things,take possession of the Leasehold Improvements, which shall
be accomplished in a commercially reasonable manner; provided, however, any damage caused solely
and directly by the negligence of(Specific Financing Entity) shall be payable by (Specific Financing
Entity). The undersigned hereby disclaims, waives and releases any interest, title, lien or claim in the
Leasehold Improvements,whether or not all or part of the Leasehold Improvements may be considered to
be"fixtures" under any provision of law or otherwise, and consents to the granting of the aforementioned
security interest in and to the Leasehold Improvements to(Specific Financing Entity).
3. The undersigned is making this Waiver with the understanding that (Specific Financing
Entity) is contemplating providing funds to pay costs of the Leasehold Improvements and, if(Specific
Financing Entity)does so,it will do so in reliance on this Waiver.
Dated: 12002.
Mortgagee:
By:
Printed Name:
Title:
1
w EXHIBIT
That parcel of land in the City of Concord, County of Contra
r -costa, state of California, described as follows:
Portion of Lot 23, Block A, map of Parkside Addition and Racetra
y Subdivision, filed May 6, 1912, Map Book 7, page 155,` contra costa
f County records, described as follows:
Beginning on the north line of the parcel of land described in
the deed to. P. L. Keller trustee, recorded July 25, 1934, Book 367,
Official. Records, page 167, at the southwest corner of the parcel of
land described in the deed to Rollie R. Pratt, et ux, recorded. March
lO,:.1928, Book 128, Official Records„ page 280, said point of beginnii
bearing south-1' 521 east along the east line of Lot 23, 1.59.18 feet
and south 88" 081 west along the north line of said Keller parcel,
367 OR 1g7, 601 feet from the northeast corner of said Lot 23; thence
from said point of beginning south 88° 08' vast along the north line
of said Keller parcel, 367 0R 187, 60 feet; thence north I" 52' gest,
<° 120.74 feet-to the south line of the County Road known as Willow
Pass Road, thence north°70" 221 east along said south line 63 feet
to .the west line of 'the said Pratt parcel, 128 OR 280; thence south
10 521 east along said west line 139.96 feet to the point of beginninf
EXCEPTINO THEREFROM That portion thereof described as follows:
Beginning on the north line of the parcel of land described
in .the deed to P. L. Keller, trustee, recorded July 25, 1934, Book
}r 367, Official Records, page 187, at the southwest corner of the
parcel.-of land described in the deed to Rollie R. Pratt, et ux, re-
corded Marchi 10, 1928, Book 128, Official Records, page 280, said
point or beginning bearing south l" 52' east along the east line of
Iot 23,' 159.-18 feet and south 88" 081 west along the north line of
said Keller parcel, 367 OR 187, 60 feet from the northeast corner; of
said Lot 23, thence from said point of beginning south 88' 081 gest
along',,the `north line of said Keller_ parcel 1.33 feet, more or less, tc
the east line of the parcel of land described in the deed to .Contra
Costa county Title Company, recorded February 140 1939s Book 506,
Official. Records, page 81;. thence north 1" '521 west along said east
line to the south line of the County Road known as Willow Pass Road;
thence north.70" 221 east along said south line to the west line of
said Pratt parcel, 128 OR 280, thence south 1' 52' east along said
west line, 139.96 feet to the point of beginning.
A.P.N. : 113-041-003-6
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EXHIBIT D-LEGAL DESCRIPTION-OFF SITE PARKING LOT PREMIM
Exhibit A
Ail that certain real property situate in the City of Concord, County of Contra Costa, State of California, described as
tollows:
Parcel A, as shown on that Parcel Map of MSC 25-78,filed for record in the office of the Recorder of the County of
Contra Costa,State of California on October 15, 1979, in Book 82 of,Maps, page{s}8.
EXCEPTING THEREFROM: Parcel
The Northerly 12 feet, more or less thereof as conveyed to the City of Concord for street and highway purposes by
Offer of Dedication recorded April 12, 1984, in Book 9799 of Official Records, page 153, and accepted by instrument
recorded July 27, 1981, in Book 19423, Official Records, page 19.
6P
EXHIBIT D-LEGAL DESCRIPTION-PREMISES
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
County of Contra Costa
General Services Department
Lease Management Division
1220 Morello Avenue, Suite 100
Martinez, CA 94553-4711
Attention. Christie Beardsley
Memorandum Of Lease
This Memorandum of Lease ("Memorandum") is dated as of , is entered
into between 3052 WILLOW PASS ROAD LLC, a California Limited Liability
Corporation ("LESSOR"), and COUNTY OF CONTRA COSTA, a political subdivision of
the State of California("COUNTY").
Recitals
A. On or about Sente b r 24, 2002. LESSOR and COUNTY entered into a Lease
("Lease"), pursuant to which LESSOR leased to COUNTY and COUNTY leased from
LESSOR real property consisting of two- two story office buildings ("Building„)
commonly known and designated as 3052 Willow Pass Road, Concord, consisting of a first
floor ("First Floor") containing approximately 4,610 square feet and a second floor
("Second Floor") containing approximately 4,636 square feet for a total rentable square feet
of approximately 9,246 square feet together with exclusive use of the Building parking lot
and off-site parking lot ("Off-Site Parking Lot") shown on Exhibit A, ("Premises") which
are attached hereto and made a part hereof.
B. LESSOR and COUNTY desire to execute this Memorandum to provide constructive
notice of COUNTY'S rights under the Lease to all third parries.
For good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
I. Conveyance and Term
By this Memorandum and that certain Lease between the LESSOR and COUNTY,
LESSOR leases the Premises described in Exhibit A to COUNTY for a term of ten years
and two months, commencing September 1, 2002 and ending October 31, 2012. In
addition, LESSOR grants to COUNTY two (2) options to extend: first option for a term of
five (5) years commencing November 1, 2012 and ending October 31, 2017 and the second
option for a term of five (5) years commencing November 1, 2017 and ending October 31,
2022. LESSOR also grants to COUNTY or its assignee the exclusive right to purchase the
Premises any time after November 1, 2008.
2. Successors and Assigns
This Memorandum and the Lease shall bind and inure to the benefit of the parties and their
respective heirs, successors, and assigns, subject, however, to the provisions of the Lease on
assignment.
Exhibit E - Memorandum of tease
3. Governing Law
This Memorandum and the Lease are governed by California law.
Executed as of the date first above written.
COUNTY: LESSOR.:
COUNTY OF CONTRA COSTA, 3052 WILLOW PASS ROAD, LLC,
a political subdivision of the State of a California Limited Liability Corporation:
California
BY: BY
Director of General Services Brad Cavanagh
By
APPROVED AS TO FORM: Eric Swallow
SILVVANO B. MARCHESI, County Counsel
By.
Deputy
Exhibit E — Memorandum of Leese
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Exhibit A — Premises
Lease -- 3052 Willow Pass Road, Concord
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CONTRA
TO: BOARD OF SURERVISORS
FROM: BARTON J. GILBERT, DIRECTOR OF GENERAL SERVICES r ," COSTA
DATE: OCTOBER 1, 2002 COUNTY
SUBJECT: LEASE FOR THE PREMISES AT 3505 LONE TREE WAY, 0. 09
SUITES 3 & 4, ANTIOCH FOR THE HEALTH SERVICES
DEPARTMENT (T00421) (CP #02-83)
SPECIFIC REQUEST(S)OR 1:tECt3MMENUATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION
1. APPROVE a 6 year, 4 month Lease, commencing May 1, 2002, with the Thalapaneni Family
Trust for 3,424 square feet of clinic space at 3505 Lone Tree Way, Suites 3 & 4, Antioch, for
occupancy by the Health Services Department, under the terms and conditions more particularly
set forth in the Lease.
2. AUTHORIZE the Director of General Services to execute the Lease on behalf of the County and
to EXERCISE any options to extend the Lease,
3. DETERMINE that the project is a Class 1(a) Exemption under the California Environmental
Quality Act (CEQA).
4. DIRECT the Director of Community Development to file a Notice of Exemption with the County
Clerk, and DIRECT the Director of General Services 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 monthly rental rate for Suite 4 consisting of approximately 1,750 square feet is $2,630.00 ($1.50
per square foot) which is an increase of $15.00 per month over the previous rate of $2,615.00. The
lease also adds Suite 3 consisting of approximately 1,674 square feet at a monthly rate of $2,510.00.
The lease term for Suite 4 ended April 30, 2002 and renewal of this lease was anticipated in the
Health Services Department FY 2002/03 budget. The monthly rent for Suite 3 will commence upon
completion and acceptance of County funded tenant improvements, anticipated to occur in January
2003. Construction of tenant improvements is estimated to cost $199,000.010, which will be financed
through tax exempt deferred financing. The annual debt service will be budgeted within the Health
Services Department budget.
CONTINUED ON ATTACHMENT: X YES SIGNATURE:
- F ECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
d.,-A-PPROVE --OTHER
SIGNATURES= $ ' .✓
r "� j' , ' 'J '{' �� APPROVED AS RECOMMENDED— r OTHER
ACTION OF BOAj�D�JN 4�•-�^ �:_�.�_.� .
VOTE OF SUPERVISORS
UNANIMOUS(ABSENT `
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 LIM) F/ '<
Risk Management(via L/M) ATTESTED .,Y 'A € _ _
Health Services(via LIM) JOHN SWEETEN,CLERK OF TOE BOARD OF SUPERVISORS
Thalapaneni Family Trust(via UM) AW COUNTY ADMINISTRATOR
BY - r' f - y - DEPUTY
1:\LeaseMgtICAROL\3505tonetreeboardorder.doc CC:tb Page 1 of 2 M382(10188)
LEASE FOR THE PREMISES AT 3505 LONE TREE WAY, October 1, 2002
'SUITES 3 & 4, ANTI'OCH FOR THE HEALTH SERVICES
DEPARTMENT
BACKGROUND
The Health Services department has operated the Antioch Clinic at this location since April 1, 1992.
Under a separate lease, Health Services has also occupied Suite 1 since September 1, 1997. All
three suites, 1, 3 and 4 will be remodeled to provide for the Antioch Clinic expansion. The Lease
obligates the owner to construct the County funded tenant improvements. The lease term for Suites
3 & 4 is coterminous with the lease term for Suite 1. The Lease terminates August 31, 2003 and the
County has rights for two extension options through August 31, 2013.
CC:tb
TO: BOARD OF SUPERVISORS . ' CONTRA
FROM: BARTON J. GILBERT, DIRECTOR OF GENERAL SERVICES 1' COSTA
DATE: OCTOBER 1, 2002 COUNTY
SUBJECT: FIRST AMENDMENT TO LEASE WITH CENTURIAN
ENTERPRISES FOR THE PREMISES AT 355 E. LELAND
ROAM, PITTSBURG FOR THE COUNTY PROBATION
DEPA'RTM'ENT (T00622)
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMM NDATION
1. APPROVE and AUTHORIZE the Director of General Services to execute, on behalf of the
County, the First Amendment to the Lease with Centurian Enterprises for the premises at 355 E.
Leland Road, Pittsburg for the continued occupancy by the County Probation Department under
the terms and conditions more particularly set forth in the First Amendment to the Lease.
2. EXERCISE the First Option to Extend the Lease as amended.
FINANCIAL IMPACT
The monthly rental is $7,500.00 for the first option period, as amended, which begins December 1,
2002 and ends November 30, 2003. This is an increase of $482.00 per month over the monthly
rental of $7,018.00 during the initial Lease term. Rent payments are budgeted in the Probation
Department operating budget.
BACKGROUND
The County Probation Department has occupied the premises at 355 E. Leland Road in Pittsburg as
an interim East County Office since September 1, 2001. It was anticipated that the Probation
Department East County Office would relocate to leased facilities at 201 E. 18th Street in Antioch
when that site was vacated by the Employment and Human Services Department (EHS). However,
there have been unanticipated delays in the remodeling of 1650 Cavallo Road in Antioch for EHS. It
is now anticipated that 1650 Cavallo will be completed and ready for EHS occupancy by November
2003. The Lessor for the property at 355 E. Leland Road has agreed to extend the term of the option
period from four months to one year, from the original ending date of March 31, 2003 to November
30, 2003 with no change in the rental rate of $7,500.00 per month. The end of the first extension
period will now coincide with the timing for the relocation of Probation to the permanent location at
201 E. 18th Street in Antioch.
CONTINUED ON ATTACHMENT: YES SIGNATURE.4X
W, RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
__,..4,�I'PROVE OTHER
s ,
SIGNATURE(SYs� ,c o
ACTION OF BOAA'�Q/ON_ / ,? u"j '- APPROVED AS RECOMMENDED _OTHER
VOTE OF SUPERVISORS
f
UNANIMOUS(ABSENT
AYES: NOES:
ABSENTS: ABSTAIN:
MEDIA CONTACT:BARTON J.GILBERT(313-7100)
Originating Dept.:General Services Department t HEREBY CERTIFY THAT THIS IS A TRUE
W: Genera!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) t _
Probation(via L/M) ATTESTED—'
Lessor(via L/M) JOHN SWEETEN,CLERK OF THP_BOARD OF SUPERVISORS
AND COUNTY ADMINISTRATOR
BY ✓Ja_ .. - DEPUTY
I:\LeaseMgt\CAROU355E.LelandAmendment.doc CC:tb Page 1 of 1 M382(10/88)
FIRST AMENDMENT TO LEASE
A
355 E. LELAND ROAD
PITTSBURG, CALIFORNIA
1. EFFECTIVE - -AI A,N"A TIES Effective on Octdber 1, 2002,
CENTURIAN ENTERPRISES, a general partnership, hereinafter called "LESSOR.", and
the COUNTY OF CONTRA COSTA, a political subdivision of the State of California,
hereinafter called"COUNTY",mutually agree and promise as follows:
2. PLTXOSE: Both parties desire to amend that Lease entered into between LESSOR
and COUNTY, dated September 1,2001 for approximately 6,380 square feet of office space
within the Centurian Plaza., commonly known as 355 E. Leland Road, Pittsburg, California,
in order to extend the term of the First Option.
3. AMENDMENT.
A. Paragraph A.S. EXT N, STON shall be deleted in its entirety and replaced by the
following:
A.S. EXTENSION: This Lease may, at the option of the COUNTY, be extended
upon the same terms and conditions except for the rental as follows:
A. First Option: For a twelve(12)month term, commencing December 1, 2002
and ending November 30, 2003 at a monthly rental of SEVEN
THOUSAND FIFE HUNDRED AND NO/100 DOLLARS ($7,504.00)per
month.
It is understood and agreed COUNTY shall give LESSOR sixty (60) days prier written
notice of its intention to exercise any option to extend this Lease. However, in the event
COUNTY does not give such written notice, its right to exercise any option before
termination of the Lease shall not expire until fifteen (15) days of receipt of LESSOR'S
written demand to exercise or forfeit said option.
4. EFFECT: Except for the Amendment agreed to herein, the Lease of September 1, 2001
remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed the Amendment to Lease as of the day
and year first written hereinabove.
COUNI LESS-OR
COUNTY OF CONTRA COSTA, a CENTURIAN ENTERPRISES, a
Political subdivision of the State of general pappership
California
By i By
Director of General Services al Si nc
RECOMMENDED FOR APPROVAL: By
amen S
i
By
Director, Capital Facilities & Debt Management
BY 4j �'
Lease Manager
APPROVED AS TO FORM:
SILVANO MARCHESI, County Counsel
$y
Deputy
:,;' 4z