HomeMy WebLinkAboutMINUTES - 01062004 - C94 TO: BOARD OF SUPERVISORS '. CONTRA
FROM: BARTON J. GILBERT, DIRECTOR OF GENERAL SERVICES "`.___. COSTA
DATE: JANUARY 6, 2004 COUNTY
SUBJECT: LEASE OF COUNTY OWNED PREMISES AT 1391 SHELL AVENUE, 4 , !-
01
MARTINEZ, (T00293) (CP #03-66) AND SUBLEASE OF 2047 ARNOLD
INDUSTRIAL WAY, CONCORD (TOO157) (CP #03-65) TO SHELTER INC.
OF CONTRA COSTA COUNTY FOR EMERGENCY CENTERS FOR
HOMELESS FAMILIES
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION
1. APPROVE a Lease for the County owned premises at 1391 Shell Avenue, Martinez and a
Sublease for the premises at 2047 Arnold Industrial Way, Concord, commencing January 1,
2004 with Shelter Inc. of Contra Costa County for operation of the Emergency Center for
Homeless Families Programs at both locations, under the terms' and conditions more
particularly set forth in the respective Lease and Sublease.
2. AUTHORIZE the Director of General Services, or designee, to execute the Lease and Sublease
on behalf of the County, and to exercise any renewals.
3. DETERMINE that the project is not subject to the California Environmental Quality Act (CEQA)
pursuant to Article 5, Section 15061 (b) (3) of the CEQA Guidelines.
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 CEQA finding.
FINANCIAL IMPACT
No financial impact. The consideration for Shelter, Inc. occupancy at both locations is for the
operation of the Emergency Center for Homeless Families Programs.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
--,l2ECOMMENDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION OF BOARD COMMIT
�XPPROVE OTHER
SIGNATURE(S):
ACTION OF BOARC7 O ` .t`� io ✓ } f`
e I `� APPROVED AS RECOMMENDED 1 OTHER
VOTE OF SUPERVISORS
. r
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 SUPERVISOR ON THE DATE SHOWN.
Auditor-Controller(via L/M) Y
Risk Management(via UM) ATTESTED v ,sd s°
Health Services(via L/M) JOHN SWEETEN,CLE OF TH BOARD OF UPERVISORS
Shelter,Inc.(via L/M) AND COUNTY ADMINI TRATOR
BY �. DEPUTY
I:\LeaseMgt\Board Orders\January MHomelessShelterBoardOrder.doc CC: Page 1 of 2 M382(10188)
LEASE OF COUNTY OWNED PREMISES AT 1391 January 6, 2004
SHELL AVE., MARTINEZ, (T00293) and SUBLEASE OF
2047 ARNOLD INDUSTRIAL WAY, CONCORD (T00157)
TO SHELTER INC. OF CONTRA COSTA COUNTY FOR
THE EMERGENCY CENTERS FOR HOMELESS
FAMILIES PROGRAMS
BACKGROUND
Shelter Inc. of Contra Costa County operates the Emergency Center for Homeless Families
Programs at 1391 Shell Avenue, Martinez and 2047 Arnold Industrial Way, Concord, through a
program service contract administered by the Health Services Department, The County owns 1391
Shell Avenue, Martinez and holds leasehold rights to 2047 Arnold Industrial Way, Concord through a
facility lease with Transocean Financing Corporation, dated March 1, 2000. The Lease and Sublease
are required in order to delineate the responsibilities of both the County and Shelter, Inc. as they
relate to the facilities at both locations. The term of the Lease for 1391 Shell Avenue, Martinez and
the sublease for 2047 Arnold, Concord is one year, commencing January 1, 2004 and ending
December 31, 2004. Upon mutual consent of both parties, the respective Lease and Sublease may
be automatically renewed for additional one-year terms.
I:\LeaseMgt\Board OrdersWanuary 6\HomelessShelterBoard0rder.doc CC: Page 2 of 2 M362(90/66)
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�
LEASE
CONTRA COSTA COUNTY
TO
INC. OF CONTRA COSTA COUNTY
FOR
EMERGENCY SHELTER FOR HOMELESS FAMILIES
1391 SHELL AVE.,MARTINEZ,CA
TABLE OF CONTENTS
SECTION A: BASIC TERMS AND CONDITIONS
/\ }
' ' PARTIES ^'^^^''''''^''~''^`^''~'~''~^^''^^~^'^~'''^`'..`,...^,..,,..-...,..,.....,.....,............1
A.2, LEASE OF PREMISES`,.~~.^..^..-..'.....~.,.^......._.~,....~'.^.~,..~..,1
A.3' ................^..^......,..^.......,....^^.,...`...,,.......`...`^....^..^......^.^.,.........'I
A4. CONSIDERATION....................................... ...............................................l
A^5' USE OF PREMISES'^^^^~'^'^~^~''~'^'^^~'~~'''``~^^^^''^^^^'^`~^^.^......................l
A.6' UTILITIES AND JANITORIAL SERVICES.............................................—2
A.7, MAINTENANCE AND REPAIRS ,,,^,,~,^^,,,,~,~~',,,,~~,~,^,,~.,,,,,,~,.^,,,~^,.2
A.8' NOTICES^.....^......~..,,..,....,.~^...~......^....~..^,...,..~.........,..`..^^,,..,^,..^..'.'......,....3
A.g' EXHIBITS AND ATTACHMENTS.............................................................3
A.10, WRITTEN AGREEMENT.~`~^~^^~—^`~^``'~`^~^~^^^'~^~^^~^'^'^''~``'~`~''~^'^^^^`3
A^11' TIME IS OF THE ESSENCE..^.^...^^..^.....~...—......-.~.....................4
A`12` SIGNATURE BLOCK '^`'`~^`^^^^'~`~^~'^^^'—^.^`^.~....'......................4 '
SECTION B: STANDARD PROVISIONS
B.I. ...—.^--..,.'..~.......~~,^..^.,,~^.....—`^~..~~,..~^^.—.^..^.5
B.2. HOLD HARMLESS...`—.—..,^..~—.—~~.`~,^'.~.^,~—.~~.--~,—^.—~—'..—..—.—~^.5
B.3. ALTERATIONS. FIXTURES, AND SIGNS......,,........................................5
B.4. DESTRUCTION.^^..'........^....'^....`....`.....^......'.......,^...........^..,...~^^..,....~..5
B.5, ~.,^',...~~.,~~....—_^.~~,.,,^.~~.......~^.,...,~.-.^~.~^.~.,...^'6
B.6, DEFAULTS .......,.~...^.^...^^.........,...^^.......^.^....,..'^.........^..................,...6
B.7.` ' ^—^'—^~'~—^^~~''~~'''~'`~~_'.~..~........'...7
B.S. SUCCESSORS AND ASSIGNS —..'...~—..—...~..—^.,.—'~,_..^..~~...—'...,8
B/). SEVERABILITY~~.~`...~..~.,..,...^.......`........^,...-.~^^...,,.....^,~.`-8
B.10. WASTE,NUISANCE........... ........................................................................8
B.}l. .^,,,,,,,,,._,,~^,~,,,,~,^,.,`,,,~,,^,,,,~`~_,^,~,,^,~,,~,.^,~^,,_,.8 �
SECTION C: SPECIAL PROVISIONS
C.I. ASSIGNMENT OR SUBLEASE~.^....—.'~_,~....~.^....^-~.^.^~—........_..~.
C.2. PROPERTY TAXES ~.`...~...^.~,^,~^..^.._.~.^^.,~^'~^.^..~^_^.....^^.—',~`.,^..,g
C.3. POSSESSORY INTEREST TAX ..,^~~..^—,-..^.^,~.~.~.~..~~^~~.......~.—..9
CA. INSURANCE
^~~^``'~~^^`^'^`'—~'''`''~^~^'—^'`~'`^~^'''^^~`^'`'`~`^^'`^~`'^`^'`~`'~'`~'`- 9
C.5.' ' ~'—'^~^~~^`~'''^^^'`~^~^'—~~'^--~~—^.—...—l/
C �
. . PROGRAM SERVICE CONTRACT ..~....~~.^...^.^..,.^~.~.'.~^'~.....~~.~|2
C.7. .~,^...'`~—..^..~..~...''.^.~~—.,...'.~.~'{2
EXHIBITS
A'PREMISES
Family Transitional Shelter lease.doc
LEASE
CONTRA COSTA COUNTY
TO
SHELTER, INC. OF CONTRA COSTA COUNTY
FOR
EMERGENCY SMELTER.FOR HOMELESS FAMILIES
1391 SHELL AVE., MARTINEZ, CA
SECTION A: BASIC TERMS AND CONDITIONS
A.I. PARTIES: Effective onr'"}�'& �j ,the COUNTY OF CONTRA
COSTA, a political subdivision of the State of California,hereinafter called"COUNTY",and
SHELTER, INC. OF CONTRA COSTA COUNTY, a California private non--profit
corporation, hereinafter called "LESSEE", mutually agree and promise as follows:
A.2. LEASE OF PREMISES. The COUNTY is the owner of the premises located at
1.391 Shell Ave.,Martinez, CA. LESSEE has been occupying the premises under a program
service contract with the County through its Health Services Department for provision of
emergency shelter for homeless families. For and in consideration of compliance with the
terms, covenants and conditions of this Lease, COUNTY hereby leases to LESSEE and.
LESSEE leases from COUNTY these certain premises described as follows: two buildings
totaling approximately 5,400 square feet and associated improvements on approximately
10,800 square feet of land, commonly known as 1391 Shell Ave., Martinez, CA,APN 375-
012-009-3 and 375-012-010-1, ("Premises") as further described in Exhibit "A" --
PREMISES, which is attached hereto and incorporated herein.
A.3. TERM: The term of the Lease shall be one year commencing January 1, 2004
and ending December 31, 2004. Upon the mutual agreement of both parties, the term shall
automatically renew for subsequent one year terms commencing January 1, 2005.
A.4. CONSIDERATION: The consideration for this Lease shall be LESSEE'S
compliance with the terms,covenants and conditions of this Lease and LESSEE'S operation
of an Emergency Shelter for Homeless Families administered by the Contra Costa County
Health Services Department(Health Services).
GALeaseluMgt\CAROL\Martinez Family Transitional shelter lease.doc
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A.S. USE OF PREMISES: The Premises shall be used during the term of this Lease
and any renewals thereof for the sole purpose of operating an Emergency Shelter for
Homeless Families and related service activities as determined by Health Services.
A.6. UTILITIES AND JANITORIAL SERVICES: COUNTY shall pay for all gas,
electric, water, sewer, refuse collection and grounds maintenance services provided to the
Premises. LESSEE shall pay for all telephone and janitorial services provided to the
Premises.
A.7. MAINTENANCE AND REPAIRS:
a. COUNTY shall keep the roof and exterior of Premises in good order,condition,
and repair and shall maintain the structural integrity of the Premises. However
Lessee shall maintain the exterior walls of the Premises in a clean and
presentable condition and shall remove any graffiti immediately.
b. COUNTY shall maintain the doors and their fixtures, closers and hinges, glass
and glazing, and all locks and key systems used in the Premises.
c. LESSEE shall keep and maintain the interior of the Premises in good order,
condition,and repair,including but not limited to repairs to interior damaged by
residents and invitees. COUNTY 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 anchor exterior wall leaks.
d. COUNTY shall keep the electrical, lighting, water, and plumbing systems in
good order, condition, and repair. However LESEE shall. be responsible for
clearing of routine plumbing stoppages.
e. COUNTY shall maintain and repair the heating,ventilating,and air-conditioning
systems.
f. COUNTY shall maintain the commercial kitchen equipment.
g. COUNTY shall maintain the parking lot,landscaping,fencing,sprinkler system,
and exterior lighting system in good.order, condition, and repair.
G:\LeaseMgt\CAROL\Martinez Family Transitional Shelter lease.doc
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the parties,but rather as if both parties have prepared it. Bath parties agree that any rule of
construction to the effect that ambiguities are to be resolved against the drafting party will
not apply to the interpretation of this Lease.
A.11. TIME IS OF THE ESSENCE of each and all of the terms and provisions of this
Lease.
A.12. SIGNATURE BLOCK
COUNTY LESSEE
COUNTY OF CONTRA COSTA, a SHELTER, INC. OF CONTRA
political subdivision of the State of California COSTA COUNTY, a California
'j Private Non-Profit Corporation
`f z
rr{f jj r
Dire General Services Name &Title .
RECOMMENDED FOR.APPROVAL: By
Name & Title � - z ;•
By 4ft
Lease Manager
By.
Director, Capit Facilibe Debt Management
By
Health rvices Department Representative
APPROVED AS TO FORM:
SILVANO B. MARCHESI, County Counsel
By
Deputy
GAL.easeMgt\CAR0L\Martinez Family Transitional Shelter lease.doc
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h. LESSEE shall not suffer any waste on or to the Premises. 'LESSEE shall notify
COUNTY in a timely manner when systems maintained by COUNTY require
repair.
i. COUNTY shall be responsible for the maintenance and repair of the security
system, fire alarm system, and fire suppression system.
j. COUNTY shall provide,install,maintain,repair,and replace,at the direction of
the Fire Marshal, the necessary number of A-B-C fire extinguishers for the
Premises.
A.8. 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 LESSEE: SHELTER., Inc. of Contra Costa
County
1815 Arnold Drive
Martinez, CA 94553
To COUNTY: Contra Costa County
General Services Department
Lease Management Division
1220 Morello Avenue, Suite 100
Martinez, CA 94553-4711
A.9. EXHIBITS AND ATTACHMENTS: Section B, Standard Provisions,Section C,
Special Provisions,EXHIBIT A-PREMISES, are attached to this Lease and are made a part
hereof.
A.10. WRITTEN AGREEMENT: 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. This Lease will not be construed as if it had been prepared by one of
G:\LeaseMgt\CAROL\Martinez Family Transitional Shelter lease.doc
- 3 -
LEASE
CONTRA COSTA COUNTY
TO
SMELTER., INC. OF CONTRA COSTA COUNTY
FOR
EMERGENCY SMELTER FOR HOMELESS FAMILIES
1391 SHELL AVE., MARTINEZ, CA
SECTION Br STANDARD PROVISIONS
B.I. HOLDING OVER.: Any holding over after the term 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. MOLD HARMLESS: LESSEE shall indemnify, defend, save, protect and hold
harmless the COUNTY,its officers, agents and employees from any and all claims,costs and
liability, for any damage, injury or death, including without limitation all consequential
damages from any cause whatsoever,to persons or property arising directly or indirectly from
or connected with this Lease, LESSEE'S operations, or LESSEE'S use or possession of the
Premises, save and except claims or litigation arising through the sole negligence or sole
willful misconduct of COUNTY, its officers or employees, and if required, will defend any
such actions at the sole cost and expense of LESSEE.
13.3. ALTERATIONS,FIXTURES,AND SIGNS: LESSEE may make any lawful and
proper minor alterations, attach fixtures and signs in or upon the Premises, which shall
remain LESSEE'S property and shall be removed therefrom by LESSEE prior to the
termination of this Lease. Any such alterations, signs or fixtures shall be at LESSEE'S sole
cost and expense, and all signs shall meet with existing code requirements and CCOUNTY'S
prior written approval.
B.4. DESTRUCTION:
a. In the event of damage causing a partial destruction ofthe'Premises during the
tern of this Lease or any extension thereof from any cause,COUNTY may,at
GALeaseMg6CAR0LIMartinez Family Transitional shelter lease.doe
— 5 —
its option, elect to repair said damage. In the event COUNTY does not elect
to make such repairs or such repairs cannot be made under applicable laws and
regulations, the County, at its option, may terminate this Lease.
b. A total destruction of the Premises shall terminate this Lease.
B.S. QUIET ENJOYMENT: COUNTY covenants that LESSEE shall at all times
during the term peaceably and quietly have, hold, and enjoy the Premises without suit,
trouble or hindrance from or on account of COUNTY as long as LESSEE fully performs
hereunder.
8.6. DEFAULTS: The occurrence of any of the following shall constitute an Event of
:Default under this Lease:
a. Event of Default by LESSEE LESSEE'S failure to comply with any material
term or provision of this Lease if such failure continues thirty(30) days after
written notice of failure from COUNTY to LESSEE 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, LESSEE'S failure to
perform shall constitute a default under this Lease unless LESSEE has
attempted to cure the default within thirty (30) days and has diligently and
continuously attempted to complete the cure as soon as reasonably possible.
On the occurrence of an Event of Default by LESSEE, COUNTY may
re-enter and repossess the Premises and remove all persons and property
therefrom after giving LESSEE written notice of such default and in
accordance with due process of law.
b. Event of_Default by COUNTY COUNTY'S failure to perform any of its
obligations under this Lease shall constitute a default by COUNTY if the
failure continues for thirty (30) days after written noticeof the failure from
LESSEE to COUNTY. If the required cure cannot be completed within thirty
(30) days, COUNTY'S failure to perform shall constitutela default under the
GALeaseMgt1CAR0L\larti-nex Family Transitional Shelter lease.doc
- 6 -
Sublease unless COUNTY has attempted undertakes to cure the failure within
thirty(30)days and diligently and continuously attempts to complete this cure
as soon as reasonably possible.
On the occurrence of an Event of Default by COUNTY, LESSEE'S sole
remedy shall be the right to terminate this Lease.
$.7. SURRENDER OF PREMISES: On the last day ofthe term,or sooner termination
of this Lease, LESSEE will peaceably and quietly leave and surrender to COUNTY these
Premises with their appurtenances and fixtures 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 LESSEE has no
control.
LESSEE may remove any fixtures or signs installed by LESSEE. If LESSEE elects
to remove any items,the removal shall be completed in a professional';manner calculated to
preserve the Premises. LESSEE'S repair after removal of fixtures, signs or items shall
include but not be limited to patching, painting, carpeting and floor covering replacement
required to return the Premises to its original state,notwithstanding normal wear and tear by
LESSEE. Ownership of fixtures not removed by LESSEE within forty five(45) days of the
termination n of this Lease shall revert to COUNTY for disposition. COUNTY, at its sole
discretion,may elect to accept the fixtures. In the event COUNTY elects not to accept the
fixtures, COUNTY shall provide written notice to LESSEE to remove said fixtures, which
LESSEE shall promptly do.
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.
8.9. 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 LESSEE or COUNTY in its respective rights and obligations
GAUaseMgt\CAR0L\Mardnez Family Transitional Shelter lease.doe
7
contained in the valid provisions of this Lease.
B.10. WASTE,NUISANCE: LESSEE shad 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 neighbors of the Premises.
13.11. INSPECTION. COUNTY reserves the right to enter the Premises at anytime 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 terms and conditions of this Lease,
(Remainder ofpage intentionally left blank)
G:A,easeMgt\CAR0L\Martinez Family Transitional Shelter iesse.doe
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LEASE
CONTRA. COSTA COUNTY
TO
SHELTER., INC. OF CONTRA COSTA COUNTY
FOR
EMERGENCY SHELTER FOR HOMELESS FAMILIES
1391 SHELL AVE., MARTINEZ, CA
SECTION C: SPECIAL PROVISIONS
C.I. ASSIGNMENT OR SUBLEASE: LESSEE shall not assign this Luse or sublease
the Premises or any part thereof at any time during the term or extension of this Lease.
C.2. PROPERTY TAXES: COUNTY shall pay for 100% of the City and/or County
taxes levied against APN'S 375-01.2-009-3 and 375-012-010-1, in any year during the term
or any renewal of this Lease. LESSEE shall be responsible to pay for any personal taxes on
furnishings or equipment owned by LESSEE.
C.3. POSSESSORY INTEREST TAX: COUNTY shall be responsible to pay 100%of
any possessory interest tax.
C.4. INSURANCE:
a. Property Insurance COUNTY'S property insurance coverage shall not extend
to LESSEE'S personal property and LESSEE shall have no interest in any
insurance settlement to COUNTY.LESSEE will sign all documents necessary or
proper waiving any interest in connection with the settlement of any claim or
loss by COUNTY.
Except as may be specifically provided for elsewhere in this Lease,COUNTY
and LESSEE hereby mutually waive any and all rights of recovery from the other in
event of damage to the Premises or property of either party,caused by acts of God,
perils of fire, lightning and the extended coverage perils as defined in insurance
policies and forms approved for use in the State of California. Each party shall
obtain any special endorsements,if required by their insurer,to evidence compliance
with the aforementioned waiver.
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b. Liabilitv Insurance: Throughout the term and any extension of this Lease,
LESSEE shall, at its sole cost and expense, maintain in full force and effect,
Comprehensive General Liability or Commercial General Liability insurance
covering bodily injury(including death), personal injury and property damage.
i. Limits shall be in an amount of not less than one million dollars
($1,000,000} per occurrence, and two million dollars ($2,000,000)
aggregate, if applicable.
ii. Such insurance shall name COUNTY, its 'officers, agents and
employees, individually and collectively, as additional insureds.
iii. Such insurance for additional insureds shall appy as primary insurance,
and any other insurance maintained by COUNTY, its officers, agents
and employees, shall be excess only and not contributing with the
insurance required under this paragraph.
iv. Said insurance shall provide for thirty (30) days written notice to
COUNTY of cancellation or lapse in coverage.
C. Worker's Compensation and EMlover's er's Liabili Insurance: Throughout the
term of this Lease,LESSEE,at its sole cost and expense,shall maintain in full force
and effect, insurance coverage for:
i. Statutory California Worker's Compensation coverage including
a broad form all-states endorsement.
ii. Employer's Liability coverage for not less than one million
dollars ($1,000,000)per occurrence for all employees engaged
in services or operations under this Lease.
d. Evidence of coverage: Within fourteen (14) days of execution of this Lease,
LESSEE shall provide on a form approved by COUNTY a copy of a Certificate of
Insurance certifying that coverage as required has been obtained and remains in
force for the period required by the Lease.
GA1,easeMg6C:AR0L\Mardnez Family Transitional Shelter lease.doc
10 —
e. Notice of Cancellation, or Reduction of Coverage: All policies shall contain a
special provision for thirty (30) days prior written noticeof any cancellation or
reduction in coverage to be sent to the address shown on the Certificate of
Insurance.
C.5. HAZARDOUS US MATERIALS.
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 being
"toxic","hazardous", a"pollutant" or similar designation under any federal,state or
local law, regulation or ordinance.
COUNTY has no specific information.of the presence of asbestos containing
building materials(ACBM)on the Premises. However LESSEE shall immediately
notify COUNTY in the event of any damage or prior to any alterations to the interior
wall surfaces or flooring.
As part of the consideration of this Lease, LESSEE makes the following
representations,warranties and agreements: LESSEE shall not cause or permit the
placement, release or disposal of any Hazardous Materials' on, in or from the
Premises.
Except as otherwise provided in this Paragraph, LESSEE shall indemnify,
defend,save,protect and hold harmless,COUNTY and COUNTY'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 LESSEE'S failure to comply with
requirements of this paragraph or LESSEE'S use,release or disposal of Hazardous
Materials on or from the Premises.
The representations, warranties and agreements made in paragraph shall
survive the termination of this Lease.
GALeaseMgt\CAR0L\Martinez Family Transitional Shelter lease.doc
- ll ,.
C.6. PROGRAM SERVICE CONTRACT: Both COUNTY and LESSEE
aclmowledge that COUNTY through its Health Services Department has entered into a
service program contract ("Program Contract") with LESSEE for provision of emergency
shelter services for homeless families on the Premises. In the event the Program Contract
with LESSEE is terminated for any reason, this Lease shall terminate on the same date as
the Program Contract termination elate. LESSEE shall vacate the Premises within thirty(30)
days of the Program Contract termination date.
C.7. SERVICE BY COUNTY/LESSEE: It is understood and agreed that from time to
time during the term of this lease and any extension, either party may request that the other
party provide certain landscaping, maintenance, construction, remodeling or like services
above and beyond those listed for each party in Paragraph A.G. On such occasions, each
party agrees to pay the other one hundred percent(100%) of the costs of the service.
Each party shall consult with the other in the selection of licensed insured
contractors or approval of employees of either party to provide the service. Each party shall
obtain the prior approval of the other on the scope,term,and cost of the service or contracts.
GA1zaseMgt\CAR0L\Martinez Family Transitional Shelter lease.doc
412 —
SUBLEASE
CONTRA COSTA COUNTY
TO
SHELTER INC. OF CONTRA COSTA COUNTY
FOR
EMERGENCY SHELTER FOR HOMELESS FAMILIES
2047 ARNOLD INDUSTRIAL WAY
CONCORD,CA
TABLE OF CONTENTS
SECTION A: BASIC TERMS AND CONDITIONS
A^l. PARTIES `^.,.-...........~..^^....'.................'.....^..........,...............,..............,....l
.A.2. SUBLEASE OF PREMISES ...................... ..................................................l
A,3. ^^,^,',^,,^^,,,_,`^,,^,.^,,^^,,^,,,.,,.,^.,.,.........................i
A/4. CONSIDERATION........ ................................................... ..........................1
A.5. USE OF PREMISES,_.,^~,.^~,^,^,,.~,.,.,^',.,^,~,..~,...-.,,.........--....1
A.6. UTILITIES AND JANITORIAL SERVICES..^...^.,~.^..~-..,...~.....^...-2
A.7. MAINTENANCE AND REPAIRS^^'^^^~^^^`^^'^^'~'^^^'^`^^''`^^^~^'~-^^`2
A.8. NOTICES...'.^......^^`.^._....^....^.^.^...^^...^.,^^.........................'.......3
A^9. EXHIBITS AND ATTACHMENTS........... .................................................3
A.10. WRITTEN AGREEMENT'^^^^^~^^'^^^^^~^-^^^'^'^^'-^^^'^'^^'^-^''^^''-'3
A.11. TIME IS OF THE ESSENCE,.^........^^...^_.....^.^.....^^-,....^.~^~..4
A.12. SIGNATUREBLOCK ....-.................^.~.....-.`...~-.....--...4
SECTION B: STANDARD PROVISIONS
BA. `'^^~^^'^^^^'^^^^'^^'^~^^''~'`^'^^^^''^~~-^-^'~'~^'^'^'^''5
B.2. HOLD HARMLESS..^.~'.,.^,,..^..^..`..~..~...~..^..-.^........^^.....5
B.3. ALTERATIONS, FIXTURES, AND SIGNS................................................5
BA. DESTRUCTION,^,,.`,,.,.,.^,,,.^...,.....^...-..,...._..........._-...5
B^5. ^..................................................................... ............-
6
�B.6. DEFAULTS ........^..^.......'..................`^`'.............,.....^^........6
B.7. `...^^....^.^-.........................-..7
B.8. SUCCESSORS AND ASSIGNS..~^..^..,,..',..-...^^~^,^...~..^..^..'.'..`..'8
B.9, SEVERABILITY,.~.^^~.......',^.,.,.`,,~.-..'.^`...^^..-^^.~...^~',`..-`^.`.^-,...8
B.10. WASTE, NUISANCE'...-^`^^'~^'~^^`-^'^^~`^'^^`^~~'^^^^~^^''^'^''^-'~~-`^^^^''''^8
B,11. INSPECTION ...............^..,.............^.......................................... ...................8
SECTION C: SPECIAL PROVISIONS
(`.[ ASSIGNMENT OR SUBLEASE............................................. .................. .y
C.2. PROPERTY TAXES .'^.....^.^.`.`^......^..^....,^..'............^'.............9
C.3. `.`...^....^-.^^..........-,.,.^..........^^`.g
C/1. INSURANCE..........^..,,.'^.'^^^^^^^'^'~^^^^'''~'~`'~^^'^'~`^-~'^'^^~'^~'^'~' 9
C.5. HAZARDOUS MATERIALS_,,^._^.. .....................................
C/6. ^^''~^`'^'~~'^`~^'^'^~`~^^^^^^^''^'''^^^12
C.7. ~^~^^^'^'^^^^`~~~'^^^^'^^^^^^'}2
EXHIBITS
A-MASTER LEASE
SUBLEASE
CONTRA COSTA COUNTY
TO
SHELTER, INC. OF CONTRA COSTA COUNTY
FOR
EMERGENCY SHELTER FOR HOMELESS FAMILIES
2047 ARNOLD INDUSTRIAL WAY, CONCORD, CA
SECTION A: BASIC TERMS AND CONDITIONS
A.I. PARTIES: Effective on ,the COUNTY OF CONTRA
COSTA,a political subdivision of the State of California,hereinafter called"COUNTY",and
SMELTER, INC. OF CONTRA COSTA COUNTY, a California private non-profit
corporation, hereinafter called "SUBLESSEE", mutually agree and promise as follows:
A.2. SUBLEASE OF PREMISES: TRANT SOCEAN FINANCING CORPORATION,
as LESSOR, and the COUN=TY as LESSEE entered into a Facility Lease, assigned to
Transamerica Public Finance LLC, dated as of March 1, 2000, first amended as of January
15,2002,hereinafter referred to as Master Lease,attached hereto and incorporated herein as
Exhibit"A"-Master Lease,for the premises located at 2047 Arnold Industrial Way,Concord,
APN 159-080-036. SUBLESSEE has been occupying a portion of the building located at
2047 Arnold Industrial Way("Building")under a program service contract with the County
through its Health Services Department for provision of emergency shelter for homeless
families.
For and in consideration of compliance with the terms,covenants and conditions of
this sublease, (the "Sublease") which is subject to the terms and conditions of the Master
Lease, COUNTY hereby subleases to SUBLESSEE and SUBLESSEE leases from
COUNTY these certain premises described as follows: approximately 2,360 square feet of
space in the Building. The 2.,360 square feet is outlined in black in Exhibit "B"---Premises,
which is attached hereto and incorporated herein("Premises). SUBLESSEE shall have use
of the area marked "Children's Play Area" as shown on Exhibit "B" and also have non-
exclusive use of the Building parking lot.
GAl.easeMgt\CAROL\Concord Family Transitional Shelter lease.doc
A.3. TERM: The term of this Sublease shall be one year commencing January 1, 2004
and ending December 31, 2004. Upon the mutual agreement of both parties, the term shall
automatically renew for subsequent one-year terms commencing January 1, 2005.
AA CONSIDERATION: The consideration for this Sublease shall be UBLESSEE'S
compliance with the terms, covenants and conditions of this Sublease and SUBLESSEE'S
operation of an Emergency Shelter for Homeless Families administered by the Contra Costa
County Health Services Department (Health Services).
A.5. USE OF PREMISES. The Premises shall be used during the term of this
Sublease and any renewals thereof for the sole purpose of operating an Emergency Shelter
for Homeless Families and related service activities as determined by Health Services.
AA UTILITIES AND JANITORIAL SERVICES: COUNTY shall pay for all gas,
electric, water, telephone, sewer, refuse collection and grounds maintenance services
provided to the Premises. SUBLESSEE shall pay for all janitorial services provided to the
Premises.
A,7. MAINTENANCE AND REPAIRS:
a. COUNTY shall keep the roof and exterior of Premises in good order, condition,
and repair and shall maintain the structural integrity of the Premises. However
SUBLESSEE shall maintain the exterior walls of the Premises in a clean and
presentable condition and shall remove any graffiti immediately.
b. COUNTY shall maintain the doors and their fixtures, closers and hinges, glass
and glazing, and all locks and key systems used in the Premises.
c. SUBLESSEE shall keep and maintain the interior of the Premises in good order,
condition,and repair,including but not limited to repairs to interior damaged by
residents and invitees. COUNTY 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 exterior wall leaks.
d. COUNTY shall keep the electrical, lighting, water, and plumbing systems in
G:\I.easeMgt\CAROL\Concord Family Transitional Shelter lease.doc
- 2 -
good order, condition, and repair. However SUBLESSEE shall be responsible
for clearing of routine plumbing stoppages.
e. COUNTY shall maintain and repair the heating,ventilating,and air-conditioning
systems.
f. COUNTY shall maintain the parking lot,landscaping,fencing,sprinkler system,
and exterior lighting system in good order,condition,and repair. SUBLESSEE
shall keep the Children's play Area in a safe,clean and orderly fashion, clear of
all hazards and debris.
g. SUBLESSEE shall not suffer any waste on or to the Premises. SUBLESSEE
shall notify COUNTY in a timely manner when systems maintained by
COUNTY require repair.
h. COUNTY shall be responsible for the maintenance and repair of the security
system, fire alarm system, and fire suppression system.
i. COUNTY shall provide,install,maintain,repair,and replace,at the direction of
the Fire Marshal, the necessary number of A-B-C fire extinguishers for the
Premises.
A.8. 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 SUBLESSEE: SHELTER, Inc. of Contra Costa
County
1815 Arnold Drive
Martinez, CA 94553
To COUNTY: Contra Costa County
General Services Department
Lease Management Division
1220 Morello Avenue, Suite 100
Martinez, CA 94553-4711.
A.9. EXHIBITS AND ATTACHMENTS: Section B, Standard Provisions,Section C,
Special Provisions, Exhibit A- Master Lease and Exhibit B-Premises, are attached to this
G:\LeaseMgt\CAR0L\Concord Family Transitional Shelter lease.doe
- 3 -
Sublease and are made a part hereof.
A.10. WRITTEN AGREEMENT: Neither party has relied on any promise or
representation not contained in this Sublease. All previous conversations,negotiations,and
understandings are of no further force or effect. This Sublease 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 Sublease, nor shall they be considered in
construing the intent of this Sublease. This Sublease will not be construed as if it had been
prepared by one of the parties, but rather as if both parties have prepared it. Both parties
agree that any rule of construction to the effect that ambiguities are to be resolved against the
drafting party will not apply to the interpretation of this Sublease.
A.11. TIME IS OF TIME ESSENCE of each and all of the terms and provisions of this
Sublease.
A.12. SIGNATURE BLOCK
COUNTY SUBLESSEE
COUNTY OF CONTRA COSTA, a SHELTER, INC.',OF CONTRA
political subdivision of the State of California COSTA COUNTY, a California
Private Nomroft Corporation
$y
,,,/Direr or f General Services Name & Title
t'
RECOMMENDED FOR APPROVAL: By
v
,ell) � 0
Marne chi Title 7-- (z t
By (aitDe
Lease Manager
r•
Byf
kl�l to
Director, Capital Face `ties , ebt Management
By
Health Se ices Department Representative
APPROVED AS TO FORM:
SIL NO B. MARCHESI, County Counsel
i
By
Deputy
GALeaseMOCAROBConcord Family'Transitional Shelter lease.doc
- 4 —
SUBLEASE
CONTRA COSTA COUNTY
TO
SHELTER, INC. OF CONTRA COSTA COUNTY
FOR
EMERGENCY SHELTER FOR HOMELESS FAMILIES
2047 ARNOLD INDUSTRIAL WAY
CONCORD, CA
SECTION B: STANDARD PROVISIONS
B.1. HOLDING OVER: Any holding over after the term or renewalof this Sublease as
provided hereinabove shall be construed to be a tenancy from month to month,subject to the
terms of this Sublease so far as applicable.
B.2. HOLD HARMLESS: SUBLESSEE shall indemnify, defend,' save, protect and
hold harmless the COUNTY, its officers, agents and employees from any and all claims,
costs and liability, for any damage, injury or death, including without limitation all
consequential damages from any cause whatsoever,to persons or property arising directly or
indirectly from or connected with this Sublease, SUBLESSEE'S operations, or
SUBLESSEE'S use or possession of the Premises,save and except claims or litigation arising
through the sole negligence or sole willful misconduct of COUNTY, its officers or
employees, and if required, will defend any such actions at the sole cost and expense of
SUBLESSEE.
B.3. ALTERATIONS,FIXTURES,AND SIGNS: SUBLESSEE may make any lawful
and proper minor alterations, attach fixtures and signs in or upon the Premises,which shall
remain SUBLESSEE'S property and shall be removed therefrom by SUBLESSEE prior to
the termination of this Sublease. Any such alterations, signs or fixtures shall be at
SUBLESSEE'S sole cost and expense, and all signs shall meet with existing code
requirements and COUNTY'S prior written approval.
B.4. DESTRUCTION.
CyALeaseMgt\CAR0L\Concord Family Transitional Shelter lease,doe
- 5 -
a. In the event of damage causing a partial destruction of the Premises during the
term of this Sublease or any renewal thereof from any cause, COUNTY may,
at its option,elect to repair said damage. In the event COUNTY does not elect
to make such repairs or such repairs cannot be made under applicable laws
and regulations, the County, at its option, may terminate this Sublease.
b. A total destruction of the Premises shall terminate this Sublease.
B.5. QUIET ENJOYMENT. COUNTY covenants that SUBLESSEE shall at all times
during the term peaceably and quietly have, hold, and enjoy the Premises without suit,
trouble or hindrance from or on account of COUNTY as long as SUBLESSEE fully performs
hereunder.
B.6. DEFAULTS: The occurrence of any of the following shall constitute an Event of
Default under this Sublease:
a. Event of Default by SUBLESSEE SUBLESSEE'S failure to comply with any
material term or provision of this Sublease if such failure continues thirty(30)
days after written notice of failure from COUNTY to SUBLESSEE 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,
SUBLESSEES failure to perform shall constitute a default under this Sublease
unless SUBLESSEE has attempted to cure the default within thirty(30) days
and has diligently and continuously attempted to complete the cure as soon as
reasonably possible.
On the occurrence of an Event of Default by SUBLESSEE, COUNTY
may re-enter and repossess the Premises and remove all persons and property
therefrom after giving SUBLESSEE written notice of such default and in
accordance with due process of law,
b. Event of Default by COUNTY COUNTY'S failure to perform any of its
obligations under this Sublease shall constitute a default by COUNTY if the
G:\LeaseMgt\CAR0L\Concord Fatuity'rransitional Shelter lease,doc
- 6 -
failure continues for thirty (30) days after written notice of the failure from
SUBLESSEE to COUNTY. If the required cure cannot be completed within
thirty(30)days,COUNTY'S failure to perform shall constitute a default under
the Sublease unless COUNTY has attempted undertakes to cure the failure
within thirty (30) days and diligently and continuously attempts to complete
this cure as soon as reasonably possible.
On the occurrence of an Event of Default by COUNTY, SUBLESSEE'S
sole remedy shall be the right to terminate this Sublease.
B.7. SURRENDER OF PREMISES: On the last day of the term,or sooner termination
of this Sublease, SUBLESSEE will peaceably and quietly leave and surrender to COUNTY
these Premises with their appurtenances and fixtures 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 whichSUBLESSEE has
no control.
SUBLESSEE may remove any fixtures or signs installed by SUBLESSEE. If
SUBLESSEE elects to remove any items, the removal shall be completed in a professional
manner calculated to preserve the Premises. SUBLESSEE'S repair after removal of fixtures,
signs or items shall include but not be limited to patching, painting, carpeting and floor
covering replacement required to return the Premises to its original state, notwithstanding
normal wear and tear by SUBLESSEE. Ownership of fixtures not removed by SUBLESSEE
within forty five (45) days of the termination of this Sublease shall revert to COUNTY for
disposition. COUNTY, at its sole discretion, may elect to accept the fixtures. In the event
COUNTY elects not to accept the fixtures, COUNTY shall provide written notice to
SUBLESSEE to remove said fixtures, which SUBLESSEE shall promptly do.
B.$. SUCCESSORS AND ASSIGNS: The terms and provisions of this Sublease shall
extend to and be binding upon and inure to the benefit of the heirs,successors,and assigns of
the respective parties hereto.
GAUaseMgt\CAROL\Concord Family Transitional Shelter lease.doc
- 7 -
B.9. 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 SUBLESSEE or COUNTY in its respective rights and
obligations contained in the valid provisions of this Sublease.
8.10. WASTE,NUISANCE: SUBLESSEE 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 neighbors of the Premises.
8.11. INSPECTION: COUNTY reserves the right to enter the Premises at anytime 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 terms and conditions of this Sublease.
(Remainder of page intentionally left blank)
G:\LeaseMgt\CAR0BConcord Family Transitional Shelter lease.doc
SUBLEASE
CONTRA COSTA COUNTY
TO
SHELTER., INC. OF CONTRA COSTA COUNTY
FOR
EMERGENCY SHELTER FOR HOMELESS FAMILIES
2047 ARNOLD INDUSTRIAL WAY
CONCORD, CA
SECTION C: SPECIAL PROVISIONS
C.I. ASSIGNMENT OR SUBLEASE: SUBLESSEE shall not assign this Sublease or
sublease the Premises or any part thereof at any time during the term or extension of this
Sublease.
C.2. PROPERTY TAXES: COUNTY shall pay for 100% of the City and/or County
taxes levied against APN 159--080-036, in any year during the term or any renewal of this
Sublease. SUBLESSEE shall be responsible to pay for any personal taxes on furnishings or
equipment owned by SUBLESSEE.
C.3. POSSESSORY INTEREST TAX: COUNTY shall be responsible to pay 100%of
any possessory interest tax.
C.4. INSURANCE:
a. Pra e Insurance; COUNTY'S property insurance coverage shall not extend
to SUBLESSEE'S personal property and SUBLESSEE shall have no interest in
any insurance settlement to COUNTY. SUBLESSEE will sign all documents
necessary or proper waiving any interest in connection with the settlement of any
claim or loss by COUNTY.
Except as may be specifically provided for elsewhere in this Sublease,
COUNTY and SUBLESSEE hereby mutually waive any and all rights of recovery
from the other in event of damage to the Premises or property of either party,caused
by acts of God,perils of fire, lightning and the extended coverage perils as defined
in insurance policies and forms approved for use in the State of California. Each
G:UxaseMgWAR00,Coneord Family Transitional Shelter lease.doe
- 9 -
party shall obtain any special endorsements, if required by their insurer,to evidence
compliance with the aforementioned waiver.
b. Liability Insurance: Throughout the term and any renewal of this Sublease,
SUBLESSEE shall, at its sole cost and expense, maintain in full force and effect,
Comprehensive General Liability or Commercial General Liability insurance
covering bodily injury(including death), personal injury and property damage.
i. Limits shall be in an amount of not less than one million dollars
($1,000,000) per occurrence, and two million dollars ($2,000,000)
aggregate, if applicable.
ii. Such insurance shall name COUNTY, its officers, agents and
employees, individually and collectively, as additional insureds,
iii. Such insurance for additional insureds shall apply as primary insurance,
and any other insurance maintained by COUNTY, its officers, agents
and employees, shall be excess only and not contributing with the
insurance required under this paragraph,
iv. Said insurance shall provide for thirty (30) days written notice to
COUNTY of cancellation or lapse in coverage.
C. Worker's Compensation and Employer's Liability Insurance': Throughout the
term of this Sublease, SUBLESSEE, at its sole cost and expense, shall maintain in
full force and effect, insurance coverage for:
i. Statutory California Worker's Compensation coverage including
a broad form all-states endorsement.
ii. Employer's Liability coverage for not less than one million
dollars ($1,000,000)per occurrence for all employees engaged
in services or operations under this Sublease.
d. Evidence of coverage: Within fourteen(14) days of execution of this Sublease,
SUBLESSEE shall provide on a form approved by COUNTY a copy of Certificate
GALeaseMgtlCAR0L\Concord Family Transitional Shelter lease.doe
10 -
of Insurance certifying that coverage as required has been obtained and remains in
farce for the period required by the Sublease.
e. Notice of Cancellation, or Reduction of Coverage: All policies shall contain a
special provision for thirty (30) days prior written notice of any cancellation or
reduction in coverage to be sent to the address shown on the Certificate of
Insurance.
C.S. HAZARDOUS MATERIALS:
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 being
"toxic", "hazardous",a"pollutant" or similar designation under any federal,state or
local law, regulation or ordinance.
COUNTY has no specific information of the presence of asbestos containing
building materials (ACBM) on the Premises. However SUBLESSEE shall
immediately notify COUNTY in the event of any damage or prior to any alterations
to the interior wall surfaces or flooring.
As part of the consideration of this Sublease, SUBLESSEE makes the
following representations,warranties and agreements: SUBLESSEE shall not cause
or permit the placement, release or disposal of any Hazardous Materials on, in or
from the Premises.
Except as otherwise provided in this Paragraph, SUBLESSEE shall
indemnify, defend, save, protect and hold harmless, COUNTY and COUNTY'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 SUBLE aSEE'S failure to
comply with requirements of this paragraph or SUBLESSEE'S use, release or
disposal of Hazardous Materials on or from the Premises.
GALeaseMgt\CAR0L\Concord Family Transitional shelter lease.doc
- 11 -
The representations, warranties and agreements made in paragraph shall
survive the termination of this Sublease.
CA PROGRAM SERVICE +CONTRACT. Both COUNTY and SUBLESSEE
acknowledge that COUNTY through its Health Services Department has entered into a
service program contract ("Program Contract") with SUBLESSEEfor provision of
emergency shelter services for homeless families on the Premises. In the event the Program
Contract with SUBLESSEE is terminated for any reason,this Sublease shall terminate on the
same date as the Program Contract termination date. SUBLESSEE shall vacate the Premises
within thirty(30) days of the Program Contract termination date.
C.7. SERVICE BY COUNTY/SUBLESSEE: It is understood and agreed that from
time to time during the term of this Sublease and any extension,either party may request that
the other party provide certain landscaping, maintenance, construction, remodeling or like
services above and beyond these listed for each party in Paragraph AA On such occasions,
each party agrees to pay the other one hundred percent(100%) of the costs of the service.
Each party shall consult with the other in the selection of licensed insured
contractors or approval of employees of either party to provide the service. Each party shall
obtain the prior approval of the other on the scope,term,and cost of the service or contracts.
G:\LeaseMgt\CAROL\Concord Family Transitional Shelter lease.doc
12
FACILITY LEASE
(2047 Arnold Industrial Way,CONCORD)
Between
TRANSOCEAN FINANCING CORPORATION,
as Lessor,
and the
COUNTY OF CONTRA COSTA,
as County,
Dated as of March 1,2000
SUBLEASE EXHIBIT A-MASTER LEASE
^
FACIELITY LEASE
(2047 Arnold Industrial Way,
Concord,
TABLE OF CONTENTS
Parties
Sectionl.Definitions.............. ................................................................................
_----.------ 1
Section 2.Term;Commencement ofRental;Condition of the Premises..................................................... 2
Section 3.Rental Payments;Abatement of Rental......................................................... ...............................2
Section 4. Maintenance,Utilities,Taxes and Aumeuazoeots. .... ............... ........................... .............. ......... 3
Section4A. Eminent Domain................................................................ ............ ...... .................................. 4
Section 5.Fire and Extended Coverage Insurance.................................................................. ...................... 5 �
Section6.Liability Insurance..................................................— ................................. .................................6
Section 7.Rental Interruption ozUse and Occupancy Insurance............................... ............ ...................... 6
Section 8. Form ufInsurance Policies........................................................................ .................................. 6
Section9. Title toPremises............................................................................................ ........................ —' 7
Section10. Default............................................ ....................................... .................. ..............------ 7
Section1l.Right of Entry................................................. ............................... ............... ............ ............... 8
8ncboo 12.Liens and Taxes ....... 8
Section l3.Assigrimcotand Subleasing. ---------------------------------- Q
Sectionl4.Option ooPurchase...................... ......................................................... ....... ..................... ...... lO
Section l5Quiet Enjoyment .—.----- .......................... .... ............................. ................ ...........
—' ll
Section 16. Lessor Not Liable. ...............................................................—...... .... ...............................
—� l1
Section17. .............................. —.................................................. .................................. ........... l]
Qeodoo18. Waiver ...................... ... ............................... .......................... ... ............. Il
Section19, Headings. .................. ....................... ......... ............................................... ......... ...... ........... l2
Section21. Notices ................................................ ............................. ..... ............. ...... ......................... lZ
Section 22. Validity and Severability.................................................................... —.......................... ..... l2
Section 23.Net Lease --------'--------------------------------- l2
8codon24,Attorneys'Fees..................... ......... .......................................................... ... ................. ........ }2
Section 25Memorandum ----...----------------------------------' l3 '
Section 26Title Insurance and Bond Counsel ............................ ......... ....................... ........ 13
Section 27 Characterization of Lease...... ---.----------.------.-----------' l3
Section 28 Authority..................... ............................... ................................... .........--. .................
--' l3
Execution Page
Exhibit A Schedule ofProperty
Exhibit Schedule ufRental Payments
Exhibit Opinion ofCounsel
Exhibit CnrdfiommofEssential Use
Exhibit Resolution ofBoard ofSupervisors
Exhibit Memorandum ofLease
Exhibit Notice ufAssignment
2
FACILITY LEASE
(2047 Arnold industrial Way,Concord)
THIS FACILITY LEASE(2047 Arnold Industrial Way, CONCORD),dated as of March 1,
2000,by and between TRANSOCEAN FINANCING CORPORATION,a corporation duly organized
and existing under the laws of the State of California,as Lessor,and the COUNTY OF CONTRA
COSTA,a political subdivision organized and existing under and by virtue of the laws of the State of
California, as County("County"),
j1EC.'TTAT.S'.•
The County has an existing lease for the property located at 2047 Arnold Industrial Way, Concord
with the Moran Family Trust and has entered into an agreement with Center Point, Inc.,a California
nonprofit corporation,to operate a portion of 2047 Arnold Industrial Way,Concord,CA, as a County
Homeless Shelter. The County also subleases a portion of the facility to the Montroy Supply Corporation,
Inc., a private company. It was determined to be in the best interests of the County to terminate said lease
with the Moran Family Trust and to enter into a Facility Lease with purchase option for the purpose of
acquiring said property with Transocean Financing Corporation. Accordingly,the County assigned its
purchase option in connection with the existing lease to Transocean Financing Corporation and will now
lease said property from Transocean Financing Corporation.
WI7N - S SETH:
In consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows:
Section 2.Definitions.
Unless the context otherwise requires,the terms defined in this Section shall,for all purposes of
this Lease,have the meanings herein specified,the following definitions to be equally applicable to both
the singular and plural forms of any of the terms herein defined:
The term"Additional Rent"means all amounts of money and charges required to be paid by
County under this Lease other than Rental Payments.
The term"Lease"means this Facility Lease(2047 Arnold Industrial Way, Concord), as originally
executed and as it may from time to time be supplemented,modified or amended pursuant to the provisions
hereof,
The term"Montroy Lease"means the lease,effective as of April 28, 1998 by and between the
County and Montroy Supply Company, Inc.
The term"Premises"means all of that certain real property situated in the City of Concord,
County of Contra Costa,State of California,commonly known as 2047 Arnold Industrial Way and more
particularly described in and shown on Exhibit A attached hereto and made a part hereof.
The term"Pro Rata Rent"shall mean the portion of the Interest component(s) of he Payment
amount as set forth on Exhibit B hereof times a fraction,the numerator of which is the number of days
from(but excluding)the prior Payment Date as set forth on Exhibit B hereof through and including the
date of payment of Pro Rata Rent,and the denominator of which is 180 days.
1
The term"Rental Payment"means all amounts payable to Lessor from County as rental pursuant
to Section 3 hereof.
Section 2. Term; Commencement of Rental;Condition of the Premises.
Lessor hereby leases to County and County hereby leases from Lessor,on the terms, covenants
and conditions hereinafter set forth,the Premises.The County hereby agrees and covenants during the term
of this Lease that, except as hereinafter provided,it will use the Premises for public and County purposes
so as to afford the public the benefits contemplated by this Lease.
The term of this Lease shall commence on March 1,2000 and shall end on February 28,2015,
unless such term is extended or sooner terminated as hereinafter provided. If any Rental Payment
hereunder has been abated at any time and for any reason,then unless such payment or payments has been
paid prior to March 1,2015,the term of this Lease shall be extended until ten(10)days after all previously
abated Rental Payments shall be fully paid,except that the term of this Lease shall in no event be extended
beyond March 1,2020. Promptly after the occurrence of any circumstances which would give rise to any
extension of the term of this Lease,or if Lessor and County shall otherwise agree to extend the term,
Lessor and County shall each execute and deliver to the other an amendment to this Lease,in recordable
form and in sufficient original counterparts to attach to each original counterpart of this Lease,which sets
forth the revised expiration date for this Lease,and the parties shall thereafter attach such amendment or
amendments to all original counterparts of the Lease in their possession and cause one acknowledged
original to be recorded in the same manner as the Memorandum of Lease hereafter described.
The parties hereto agree that County is presently in possession of all of the Premises. County
accepts all of the Premises in its existing condition,and represents and warrants that,to the best of County's
knowledge,after such occupation and diligent inspection,it is in good order,condition,and repair, To the
extent permitted by law,County agrees to indemnify and hold harmless Lessor and its agents and
employees from and against any and all claims,demands,damages, costs,expenses, liabilities, suits,
interest, fines,penalties,judgments,liens, charges, and costs of defense, arising from or in connection with
any defects presently existing in the Premises,unless such defects are actually,not constructively,known
to Lessor, unknown to County and not disclosed to County by Lessor prior to execution of this Lease.
Representations and Covenants, County represents and covenants and as requested by Lessor,
will deliver an opinion of counsel substantially in the form attached as Exhibit C hereto to the effect that(i)
it is political subdivision of the State of California,duly organized and validly existing under the laws of
the State of California and has full power and authority to execute and deliver this Lease,to enter,into the
transactions contemplated by this Lease and to carry out its obligations hereunder,and(ii)that the Lease
has been duly authorized, executed and delivered by County and constitutes a legal,valid and binding .
agreement enforceable against County in accordance with its terms. County agrees,declares and covenants
that it will do, or cause to be done, all things necessary within its power to preserve and keep the Lease in
full force and effect. County further represents and covenants that the Premises are necessary and essential
to enable the County to operate,maintain, and provide governmental services;and that the Rental
Payments during the Lease Term(as such terms are defined below)are equivalent to,and do not exceed,
fair rental value for the Premises for a lease/option purchase of the Premises by the County.
Section 3. Rental Payments;Abatement of Rental.
(a)The County agrees to pay to the Lessor for use and occupancy of the Premises total rental
payments("Rental Payments")set forth in Exhibit B. County agrees to send the Rental Payments to
Lessor, without notice or demand to the location specked by the Lessor on Exhibit G on the fifteenth(15`h)
day of the month preceding the payment dates set forth in Exhibit B. However,Rental Payments shall not
be due and payable until the Payment Date shown in Exhibit B (commencing on 911100) . Except as
provided in Section 3(e)hereof,Rental Payments shall be paid absolute and unconditionally in all events
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and.without assertion of any right to any set-off,defense or counterclaim.. County shall pay,as Additional
Rent,all other amounts of money and charges required to be paid by County under this Lease(including,
without limitation,all reimbursements to be paid to Lessor by County),whether or not such amounts of
money and charges are designated"Additional Rent."
(b)County covenants to take such action as may be necessary to include all Rental Payments due
hereunder in its annual budgets and to make the necessary annual appropriations for all such Rental
payments. The covenants on the part of County herein contained shall be deemed to be and shall be
construed to be duties imposed by law and it shall be the duty of each and every public official of the
County to take such action and do such things as are required by law in the performance of the official duty
of such officials to enable the County to cant'out and perform the covenants and agreements in this Lease
agreed to be carried out and performed by the County.
(c)Rental Payments and all Additional Rent for each payment period during the term of this Lease
shall constitute the total amount due for said payment period and shall be paid by County for and in
consideration of(l)the right of possession of,and the continued quiet use and enjoyment of,the Premises
during each such payment period, and(2)the option to purchase the Premises by payment of the amount
prescribed in Section 14.
(d)Lessor and County understand and intend that the obligation of the County to pay Rental
Payments and all Additional Rent hereunder shall constitute a current expense of County and shall not in
any way be construed to be a debt of the County in contravention of any applicable constitutional or
statutory limitations or requirements concerning the creation of indebtedness by County,
(e)Rental Payments shall be abated proportionately,during any period in which by reason of any
damage or destruction(other than by condemnation which is provided for herein)there is substantial
interference with the use and occupancy of the Premises by County,in the proportion in which the initial
cost of that portion of the Premises rendered unusable bears to the initial cost of the entire Premises. Such
abatement shall continue for the period commencing with such damage or destruction and ending with the
substantial completion of the work of repair or reconstruction. In the event of any such damage or
destruction,this Lease shall continue in full force and effect and the County waives any right to terminate
this Lease by virtue of any such damage or destruction. This section shall not reduce the obligation of any
insurance company to indemnify Lessor for lost rentals.
Section d. Maintenance, Utilities, Taxes andAssessments.
During the term of this Lease,the cost of all maintenance and repair,both ordinary and
extraordinary, of the Premises shall be the sole responsibility of County,which shall at all times maintain
or otherwise arrange for the maintenance of the Premises in first-class condition, and County shall pay for
or otherwise arrange for the payment of all utility services supplied to the Premises and shall pay for or
otherwise arrange for the payment of the costs of the repair to the Premises,whether required due to
damage,wear and tear or want of care on the part of County or any other cause,and shall pay for or
otherwise arrange for the payment of all insurance policies required to be maintained with respect to the
Premises. In exchange for the Rental Payments herein provided,Lessor agrees to provide only undisturbed
possession of the Premises. County shall not make any alterations,additions or improvements of a
significant and material nature to the Premises without the Lessor's prior written consent,such consent not
to be unreasonably withheld,provided that County shall not undertake any modifications,alterations,
additions and improvements of any nature to the Premises without providing indemnification to Lessor and
its assigns that County shall comply with all applicable laws and regulations affecting such modifications
and that such mothications shall not create any liens or encumbrances on the Premises which are superior
to the rights of Lessor hereunder.
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County shall bear the risk of loss or damage to the Premises from any cause whatsoever,and no
such loss or damage to or condemnation of the Premises shall impair or modify the obligations of County
hereunder,except as provided in Section 3(e)hereof.
If the Premises are destroyed or damaged in whole or in part,County at its option and in its sole
discretion shall have the right to either:
(a)Replace or repair the same in as good condition as prior to the destruction or damage,or
(b)Exercise its option to purchase the Premises pursuant to Section 34 of this Lease.
Immediately following the County's exercise of its option and payment of the purchase price,
Lessor shall convey fee title to the Premises to County in accordance with Section 9 of this Lease.
The risk of loss and damage that the County agrees to assume under this Section shall be insured
against under Sections 5 through 7 below respecting insurance.
Section 4A. Eminent Domain.
If County or Lessor shall at any time receive a written notice of a hearing to adopt a Resolution of
Necessity or is served a summons and complaint in eminent domain from any public or quasi-public
authority,or governmental agency,private corporation or individual having or granted authority to exercise
the power of eminent domain(herein collectively the"Condemnor"),declaring Condemnor's intent to take
steps necessary to obtain the whole of the Premises(or so much thereof as to render the remainder
unusable for the purposes for which it was used by County)by exercise of its power of eminent domain or
by purchase in lieu of the exercise of its power of eminent domain(in either case a"Taking"),then the
party receiving such notice shall immediately provide the other with a copy of the notice("Condemnation
Notice").
At any time following County's receipt of the Condemnation Notice,County may,at its sole
option(which option must be exercised no later than sixty(60)days after County is served with the
summons and complaint in an action of eminent domain),terminate this Lease("Termination Notice").
Such termination shall tape effect not sooner than thirty(30)days after County gives notice of termination.
The County may continue to occupy the Premises following County's Termination Notice until they are
transferred to the Condemnor on a month to month basis automatically renewing for a period not to exceed
twenty-five(25)years at the rental and on terms,covenants,and conditions substantially the same as those
contained herein,including,without limitation,the provision by Lessor to County of a deed pursuant to the
procedures and requirements in Section 9 hereof when(i)the then Prepayment Purchase Option Price as
set forth on Exhibit B applicable to the most recent prior Payment Date as set forth on Exhibit B hereof in
which the Principal was paid,Pro Rata Rent, all costs or expenses incurred by Lessor in effecting the
transfer provided herein(including any escrow,title fees,transfer charges,taxes,incidental charges and
unpaid property taxes on the Premises)and any other sums due hereunder have been fully paid, and(ii)the
option to purchase for the purchase price set forth in Section 14 hereof has been exercised and completed
by County.
If the Lease is terminated by election of County as set forth above,then notwithstanding any
other allocation of the award by operation of law,or allocation of the purchase price by agreement of the
parties if the Taking is effectuated by purchase,Lessor shall receive as its portion of the total award or as
its portion of the purchase price for the Premises,as the case may be,an amount equal to the then
Prepayment Purchase Option Price as set forth on Exhibit B applicable to the most recent prior Payment
Date as set forth on Exhibit B hereof in which Principal was paid plus Pro Rata Rent, all costs or expenses
incurred by Lessor in effecting the transfer provided herein(including any escrow,title fees,transfer
charges, taxes,incidental charges and unpaid property taxes on the Premises)and any other sums due
hereunder,but nothing more, and County shall receive an amount equal to the full balance of such award
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or purchase price in consideration of the bonus value of the Lease prior to termination and in
consideration of the purchase option. If the Lease is not terminated by election of County as set forth
above,then notwithstanding any other allocation of the award by operation of law,or allocation of the
purchase price by agreement of the parties if the Taking is effectuated by purchase,Lessor shall receive as
its portion of the total award or as its portion of the total purchase price for the Premises,as the case may
be,an amount equal to the then Prepayment Purchase Option Price as set forth an Exhibit B applicable to
the most recent prior Payment bate as set forth on Exhibit B hereof in which Principal was paid plus Pro
Rata Rent,all costs or expenses incurred by Lessor in effecting the transfer provided herein(including any
escrow,title fees,transfer charges,taxes, incidental charges and unpaid property taxes on the Premises)
and any other sums due hereunder,but nothing more,and County shall receive an amount equal to the full
balance of such award or purchase price in consideration of the bonus value of the Lease and in
consideration of the purchase option.
Notwithstanding the foregoing,County may exercise its right to purchase the Premises for the
price and in accordance with the terms and conditions in Section 14 herein following the receipt by either
party of the Condemnation Notice,with the purchase price to be paid solely and without recourse to
County out of the award or purchase price for the Taking,as the case may be,with County assigning its
right to such award or purchase price,as the case may be,to Lessor to the extent required to pay for the
Premises.
If less than the whole of the Premises shall be taken or sold,transferred or conveyed in lieu of
condemnation and the remainder is usable for the purposes for which it was used by County at the time of
such taking for the full extent of the remaining term of this Lease,then the entire award or purchase price
shall be assigned to County and this Lease shall continue in full force and effect as to such remainder,
without abatement or reduction in Rental Payments, with the parties hereby waiving the benefits of any law
to the contrary,including(without limitation)Civil Procedure Code Section 1265.130. County shall apply
the proceeds of such award or purchase price,first,to the repair,reconstruction or restoration of the
remainder of the Premises to the extent necessary for its use by County and, second,to the prepayment of
the Rental Payments as provided.in Sections 4 and 4A hereof plus Pro Rata Rent,all costs or expenses
incurred by Lessor in effecting the transfer herein(including any escrow, title fees,transfer charges,taxes,
incidental charges and unpaid property taxes on the Premises)and any other sums due hereunder,but
nothing more,and County shall receive an amount equal to the full balance of such award. If all or any
portion of the Premises shall be taken under the power of eminent domain for a limited period of time
(which period is not material and does not affect the ability of County or the sublessee of the County to
continue their subsequent use of the Premises),this Lease shall remain in full force and effect with no
abatement of Rental Payments;and in such event,County shall be entitled to all awards made to County or
Lessor in the eminent domain proceedings.
In no event shall County commence an eminent domain proceeding against Lessor with respect to
all or any portion of the Premises during the term of this Lease. In the event any preceding eminent
domain awards or purchase prices are paid to any encumbrancer of the Premises or any portion thereof
(other than Lessor or its assigns),such amount shall be deducted from the unpaid Rental Payments
attributable to principal payable hereunder as though payment of such proceeds to the holder of the
encumbrances were a prepayment of Rental Payments under this Lease.
Section 5. Fire and Extended Coverage Insurance
County shall, at its sole expense,procure or cause to be procured and maintain or cause to be
maintained,throughout the term of this Lease,insurance against loss or damage to any structures
constituting any part of the Premises by fire and lightning,with extended coverage insurance,vandalism,
and malicious mischief insurance. Said extended coverage insurance shall cover loss or damage by
explosion,windstorm,riot,aircraft,vehicle damage,smoke,and such other hazards as are normally
covered by such insurance. Such insurance shall be in an amount at least equal to the lesser of(i)the
replacement cost(without deduction for depreciation)of all structures constituting any part of the
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Premises,excluding the cost of excavations,of grading and filling,and of the land,and(ii)an amount
sufficient to enable all Rental then unpaid to be paid,except that such insurance may be subject to
deductible clauses for any one loss of not to exceed$10,000.00.
Vection 6.Liability Insurance
Except as hereinafter provided,County shall,throughout the term of this Lease,at its sole
expense, either institute a program of self-insurance or procure or cause to be procured and maintain or
cause to be maintained a standard comprehensive general liability insurance policy or policies in protection
of County and of Lessor and its agents,and employees,indemnifying said parties against all direct or
contingent loss or liability for damages for personal injury,death or property damage occasioned by reason
of County's occupancy or operation of the Premises and naming bath the County as insured and Lessor as
additional insured,with minimum liability limits of One Million and No/100 Dollars($1,000,000.00)for
personal injury or death of each person and Three Million and No/100 Dollars($3,000,000.00)for personal
injury or deaths of two(2)or more persons in each accident or event,and in a minimum.amount of Two
Hundred Thousand and No/100 Dollars($200,000.00)(subject to a deductible clause of not to exceed
Twenty Five Thousand and No/100 Dollars($25,000.00))for damage to property resulting from each
accident or event. Such public liability and property damage insurance may,however,be in the form of a
single--limit policy in the amount of Three Million andNo1100 Dollars($3,000,000.00)covering ail such
risks. Such liability insurance may be maintained as part of or in conjunction with any other liability
insurance carried by County. If County self-insures,it shall establish reserves sufficient,in accordance
with generally accepted principles of self-insurance,to cover the losses which would otherwise be covered
by the commercial policies herein described and shall provide Lessor with reasonable evidence of County's
self-insurance program.
Vection 7.Rental Interruption or Use and Occupancy Insurance.
County, at its sole expense, shall procure or cause to be procured and maintain or cause to be
maintained,throughout the term of this Lease,rental interruption or use and occupancy insurance to cover
loss,total or partial,of the Rental Payment for the use of the Premises as the result of any of the hazards
covered by the insurance required by Section 5 hereof, in an amount sufficient to pay the total rent
hereunder for a period of at least two(2)years,except that such insurance may be subject to a deductible
clause of not to exceed Ten Thousand and No/100 Dollars($10,300.00). Any proceeds of such insurance
shall be applied to abated Rental Payments and to the prepayment of Rental Payments as provided in
Section 4 hereof.
Section 8. Form of Insurance Policies.
All policies of insurance required by this Lease shall name County as insured and Lessor as
additional insured and provide that both Lessor and County shall be given thirty(30)days notice prior to
each expiration thereof or any effective cancellation thereof or reduction of the coverage provided thereby,
County shall pay when due the premiums for all insurance policies required by this Lease and shall deliver
certificates of insurance or evidence of self insurance to Lessor when such insurance is issued or amended.
Lessor may,but is not required to,secure replacement coverage for any insurance required hereunder if
County fails to do so, and all amounts so advanced by Lessor shall be Additional Rent due and payable on
demand and bearing interest at the rate announced by the Bank of America National Trust and Savings
Association,at its San Francisco,California,headquarters as its"reference rate"plus three percent(3%)or
the maximum lawful rate,whichever is lower, from the date of demand.
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Section 9. Title to Premises
Title to the Premises shall remain in Lessor during the term of this Lease.Unless the County is in
default under Section 10 at the time it exercises its option,during which time the option contained herein
shall not be exercisable, immediately following exercise of the option by County in Section 14,Lessor
agrees to execute and deposit into escrow a grant deed in recordable form,conveying to County the
Premises,warranting title except for any liens and encumbrances not created specifically by or through
Lessor,and excepting any liens for taxes not yet due and payable and any supplemental taxes and any
exceptions arising from County's enjoyment and use of the Premises,together with Lessor's written
instructions to the title company to close escrow on the Premises. Transfer taxes and recording fees on the
deed,the cost of a title policy,charges for the escrow,any miscellaneous fees and all other charges shall be
paid by the County. Lessor shall also cooperate with County in modification of all insurance policies to
reflect the grant deed. Except for the rights of Lessor and its assigns in the Premises,Lessor agrees not to
create or cause to be created any liens or encumbrances specifically by or through Lessor on the Premises,
and if any are created, to promptly effect their removal.
Section 14. Default.
(a)County shall be in default hereunder if it shall fail to pay any Rental Payments or sums
constituting Additional Rent hereunder within ten(10)business days after the same is due and payable. If,
however,payment is not made within ten(10)business days of said written notice due to circumstances
beyond the reasonable control of the General Services Department of County or successor department,
which circumstances may,without limitation hereby,include damage to or destruction of the Premises or
the failure of County to adopt a budget,then County shall make such payment within such additional time
(but not to exceed a total of forty-five(45)days from the Lessor's notice to the County of such breach), as
is reasonably required to resolve the problems preventing the County from making such payment,provided
that the County has commenced with due diligence and dispatch to resolve the circumstances causing the
delay in payment and thereafter continues with due diligence and dispatch to resolve the problem and
provided further that County is not refusing to pay with the intention of termiriating the Lease. County
shall be responsible for interest for the period from but excluding the due date through and including the
date of payment.
(b)County shall be in default hereunder if it fails to cure any breach hereunder or to keep, observe
or perform any tern, covenant or condition contained herein to be kept or performed by County other than
the Lease payment or additional lease payment within thirty(30)business days(except for the failure to
maintain insurance as provided hereunder,which shall be ten(10)business days) after written notice from
Lessor specifying in reasonably sufficient detail the nature of said breach,or, with respect to any such
breach that by its nature cannot reasonably be cured within such thirty(30)day period(or ten(10)day
period for insurance),then within such additional time as necessary to cure(but not to exceed a total of
forty-five(45)days from notice of such breach),provided that County has commenced with due diligence
and dispatch the curing of such breach within said thirty(30)day period(or ten(10) day period for
insurance)and thereafter continues with due diligence and dispatch to cure such breach.
(c)County shall be deemed to be in default hereunder if(i)County's interest in this Lease be
assigned or transferred, either voluntarily or by operation of law or otherwise, without the written consent
of the Lessor,which consent shall not be unreasonably withheld,or if(ii) any proceeding under the United
States Bankruptcy Code or any other or successor Federal or State bankruptcy, insolvency or similar law,
or any law providing for the appointment of a receiver,liquidator,trustee or similar official of the County
or of all or substantially all of its assets,is instituted by or with the consent of County, or is instituted
without its consent and is not permanently stayed or dismissed within one hundred twenty(120)days, or if
County offers to County's creditors to effect a composition or extension of time to pay County's debts or
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asks,seeks or prays for a reorganization or to effect a plan of reorganization,or for a readjustment of
County's debts,or if County shall make a general or any assignment for the benefit of County's creditors,or
if(iii)County shall abandon or vacate any part of the Premises,except as otherwise permitted in this Lease.
(d)Following any default as set forth above in Subsections(a),(b), and(e),which are hereinafter
referred to as"Events of Default"or"Defaults",Lessor shall have the right,subject to County's right to
cure,to terminate this Lease and to re-enter the Premises and to take possession of the Premises in any
lawful manner and to remove all persons in possession thereof and all personal property whatsoever
situated upon the Premises and to place such personal property in storage in any warehouse or other
suitable place in the State of California. In the event of such lawful termination,County agrees
immediately to surrender possession of the Premises in good order,condition,and repair,reasonable wear
and tear excepted, without let or hindrance,and Lessor shall have the right to recover from County the
worth at the time of award by a court of competent jurisdiction of all unpaid Rental Payments and any
sums designated as Additional Rent hereunder(including and Rental Payments and Additional Rent
accrued but not yet paid,but not future Rental Payments or future Additional Rent)which had been earned
at the time of such termination and Lessor's reasonable removal and storage costs of abandoned property
and its reasonable attorneys'fees as otherwise provided in this Lease.
(e)In the event County abandons the Premises,this Lease shall be deemed terminated as of a date
one hundred twenty(12 0)days from the date of such abandonment,and Lessor shall have the right to
recover from County the worth at the time of award by a court of competent jurisdiction of all unpaid
Rental Payments and any sums designated as Additional Rent hereunder(including any Rental Payments or
Additional Rent accrued but not yet paid,but not future Rental Payments or future Additional Rent)and
Lessor's reasonable removal and storage costs of abandoned property and its reasonable attorneys'fees as
otherwise provided in this Lease.
(f)The "worth at the time of award"for purposes of Subsections(d)and(e)above shall be
computed by allowing interest at the rate announced by Bank of America National Trust and Savings
Association, at its San Francisco,California,headquarters,or its successor, as its"reference rate,"plus
three percent(3%)or the maximum lawful rate of interest,whichever is lower.
(g)County hereby waives any and all claims for damages caused or which may be caused by
Lessor in re-entering and taking possession of the Premises as herein provided. In addition, County hereby
agrees to indemnify and save harmless Lessor and Lessor's assignees, agents and employees from any and
all claims,demands,damages,costs,expenses,liabilities,suits,interest,fines,penalties,judgments,liens,
charges, and costs of defense,including reasonable attorneys'fees and costs,arising out of,in connection
with, or incident to exercise of any remedies available to Lessor hereunder following an event of default
(whether or not litigation is commenced against County),including any re-entry upon and re-letting of the
Premises and removal and storage of any personal property,except resulting from the negligent or
intentional acts of the Lessor. The County agrees that the terms of this Lease constitute full and sufficient
notice of the right of the Lessor to re-let the Premises in the event of such re-entry.
Section 11.Right of Entry.
Lessor and its assignees shall have the right to enter the Premises during reasonable business
hours by appointment(a)to inspect the same,(b)for any purpose connected with Lessor's or County's
rights or obligations under this Lease, and(c)for all other lawful purposes.
Section 12.Liens and Taxes.
In the event County shall at any time during the term of this Lease cause any changes, alterations,
additions, improvements,or other work to be done or performed or materials to be supplied, in or upon the
Premises,County shall pay,when due, all sums of money that may become due for, or purporting to be for,
any labor, services, materials,supplies or equipment furnished or alleged to have been furnished to or for
County in,upon or about the Premises and shall keep the Premises free of any and all mechanics'or
rnaterialman's hens or other liens against the Premises or Lessor's interest therein. County may contest the
validity or amount of any such lien,but shall cause the Premises to be released from such lien,by the
posting of a bond or otherwise, within thirty(34)days after such lien attaches to or is filed against the
Premises or the Lessor's interest therein. The Lessor shall have the right to post and keep posted on the
Premises any notices that may be provided by law or which the Lessor may deem to be proper for the
protection of the Lessor,the Premises from such liens,and to take any other action the Lessor deems
necessary to remove or discharge liens or encumbrances not removed by County as set forth herein at the
expense of County. County agrees to and shall indemnify and hold Lessor and any of their agents,
employees,successors and assigns,harmless from and against any and all claims,demands, damages,
costs,expenses, liabilities,suits,interest,fines,penalties,judgments,liens,charges,and costs of defense,
including,without limitation,reasonable attorneys'fees and costs,resulting from or in connection with any
such lien or claim of lien against the Premises or the Lessor's interest therein.
County shall also pay, when due,or reimburse Lessor for all charges and taxes(local, state or
federal)and any related interest or penalties which may now or hereafter be imposed upon the ownership,
leasing,rental, sale,possession or use of the Premises and any contents therein, excluding however all
taxes on or measured by Lessor's net taxable income. If County fails to pay said charges or taxes when
due,Lessor shall have the right,but shall not be obligated,to pay said charges and taxes. In the event
Lessor has paid such charges or taxes,County shall pay immediately to Lessor any amounts advanced upon
behalf of County. Lessor shall cooperate with County in filing any exemptions from taxes available to the
County,provided that Lessor shall not be responsible for preparation,initiation or filing of such exemption
applications.
Section 13.Assignment and Subleasing.
Assignment by Lessor. This Lease,and the obligations of-County to make payments hereunder,
may be assigned and reassigned in whole or in part to one or more assignees or subassignees
(INCLUDING HOLDERS OF CERTIFICATE OF PARTICIPATION,PAYING AGENTS OR
TRUSTEES)by Lessor at any time subsequent to this execution,without the necessity of obtaining the
consent of County;provided,however,that no such assignment or reassignment shall be effective unless
and until County shall have received notice of the assignment or reassignment disclosing the name and
address of the assignee or subassignee. Upon receipt of notice of assignment,County agrees to refect in a
book entry the assignee designated in such notice of assignment, and to make all payments to the assignee
designated in the notice of assignment,notwithstanding any claim,defense,set-off or counterclaim
whatsoever(whether arising from a breach of this Agreement or otherwise)that County may from time to
time have against Lessor,or the assignee. County agrees to execute all documents,which may be
reasonably requested by Lessor or its assignee to protect their interests in the Premises and in this
Agreement. Upon assignment by the Lessor, County shall make payments only to assignee or a designated
agent of assignee. County expressly acknowledges and consents to the issuance by the Lessor of
Certificates of Participation in this Lease or any amendments hereto through a private offering arranged by
the Lessor,
No Sale,Assignment or Subleasing by County. THIS LEASE AND THE INTEREST OF
COUNTY IN THE PREMISES MAY NOT BE SOLD,WITH THE EXCEPTION OF THE MONTROY
LEASE, WHICH LEASE IS HEREBY CONSENTED TO BY LESSOR,ASSIGNED, SUBLEASED,
MORTGAGED,PLEDGED,TRANSFERRED OR ENCUMBERED BY COUNTY BY VOLUNTARY
ACT OR OPERATION OF LAW OR OTHERWISE WITHOUT THE PRIOR WRITTEN CONSENT OF
LESSOR,EXCEPT THAT COUNTY MAY SUBLEASE THE PREMISES OR A PORTION THEREOF
WITHOUT CONSENT TO AN ORGANIZATION WHICH PROVIDES SERVICES ON BEHALF OF
THE COUNTY THAT THE COUNTY IS REQUIRED TO PROVIDE AND PROVIDED SUCH
ORGANIZATION AND ITS USE OF THE PREMISES DOES NOT AFFECT ADVERSELY IN ANY
MANNER THE EXCLUSION OF INTEREST AFFORDED LESSOR AND ITS ASSIGNEES UNDER
SECTION 103 OF THE INTERNAL REVENUE CODE. ANY CONSENT IN THE CASE OF
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SUBLETTING OR ASSIGNMENT SHALL NOT BE UNREASONABLY WITHHELD BY LESSOR
AND SHALL BE SUBJECT TO ASSUMPTION BY THE NEW ASSIGNEE OR SUBLESSEE OF
COUNTY OF ALL TERMS OF THIS LEASE,AND COMPLIANCE WITH THE TERMS THEREOF.
ANY SUBLEASE SHALL BE SUBORDINATE TO THIS LEASE AND SHALL N0T AFFECT ANY
OBLIGATIONS OF COUNTY HEREUNDER,AND COUNTY SHALL EXECUTE AND FILE SUCH
EVIDENCES OF ASSIGNMENT AS REASONABLY REQUESTED BY LESSOR. ANY
ASSIGNMENT, SUBLEASE,MORTGAGE,PLEDGE,TRANSFER OR ENCUMBRANCE IN
VIOLATION OF THIS SECTION SHALL BE NULL,VOID,ANIS OF NO EFFECT WHATSOEVER,
EXCEPT THE SANE SHALL CONSTITUTE A DEFAULT HEREUNDER,UNLESS CURED BY
COUNTY WITHIN THE TIME PERIOD SPECIFIED IN THIS LEASE.
LESSOR ACKNOWLEDGES THAT COUNTY HAS ENTERED INTO THE MONTROY
LEASE AND INTENDS TO ENTER.INTO A SUBLEASE WITH CENTER POINT INC. OR A
SIMILAR ENTITY RESPECTING THE PREMISES. County shall provide Lessor with a copy of any
sublease prior to its execution,together with a certificate confliming that the sublease does not impair the
interests of Lessor hereunder,including its security interest,and does not affect adversely the exclusion of
the interest components of Rental Payments from gross income under Section 103 of the Internal Revenue
Code,as amended.
Section 14. Option to Purchase
As part of the consideration for this Lease,Lessor hereby grants to County or its successors or
Assigns as approved by Lessor,the exclusive option to purchase the real property described in Exhibit A,
attached hereto and made a part hereof,on the terms and conditions in this Section. The term of this
Option shall commence on the effective date of this Lease and shall expire March 1,2015,or the
termination of this lease,whichever occurs last,unless extended in writing by both parties("Option
Term"). It is specifically intended by the parties that this Option shall survive the expiration or termination
of this Lease. If at time of exercise,County is not in default of this Lease in Section 10,this Option betray
be exercised from and after its effective date,by County's delivering to Lessor,before the expiration of the
Option Terre,written notice of the exercise("Exercise Notice");provided,however,that failure to do so
shall not cause County to forfeit the Option unless and until Lessor provides sixty(60)days prior written
notice to the County's Lease Manager that the County exercise or forfeit such right and County refuses to
confirm its intentions hereunder. The purchase price shall be an amount equal the Prepayment Purchase
Option amount as set forth on Schedule B hereof,plus Pro Rata Rent,all costs or expenses incurred by
Lessor in effecting the transfer herein(including any escrow,title fees,transfer charges,taxes,incidental
charges and unpaid property tax on the Premises)and any other sums due hereunder. Following payment
of the amount set forth above,Lessor shall provide County with a deed as provided in Section 9 hereof.
Upon the making of the payment specified above to Lessor,the term of this Lease shall end, except for the
indemnity provisions and other provisions which survive the termination of this Lease.
County shall have the option of paying the purchase price for the Premises, following exercise of
its option,by irrevocably depositing into an escrow trust account with a defeasance escrow agent for the
benefit of Lessor as security for and for the purpose of paying all of the principal component and interest
component accruing for the Premises, a sum of cash and non-callable securities consisting of direct
obligations of, or obligations,the principal of and interest on which are unconditionally guaranteed by, the
United States of America or any agency or instrumentality thereof, in such aggregate amount,bearing
interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this
purpose;provided that, if any Rental Payment or purchase price is to be paid more than 90 days after the
deposit into the escrow trust account, Lessor is furnished with a verification report of such sufficiency by
an independent public accounting firm reasonably satisfactory to Lessor and an opinion of nationally
recognized bond counsel to the effect that such defeasance does not adversely affect the exclusion of the
interest components of Rental Payments from gross income for federal income tax purposes. Upon such
defeasance,all right,title and interest of Lessor in the Premises shall terminate, and Lessor shall cooperate
with County to execute all documents which may be reasonably requested by County or its assignees to
10
protect their interests in the Premises. County shall cause such investment to comply with the
requirements of federal tax law so that the exclusion from gross income of the interest component of Rental
Payments is not adversely affected.
Section 15 Quiet Enjoyment:
The parties hereto mutually covenant that the County,so long as it keeps and performs the
covenants and agreements herein contained and is not in default hereunder, shall at all times during the
term of this Lease peaceably and quietly have,hold,and enjoy the Premises without suit,trouble or
hindrance from the Lessor or any person claiming title through Lessor.
Section 16. Lessor Not Liable.
Lessor and its agents and employees and assignees shall not be liable to County or to any other
party whomsoever for any death, injury or damage that may result to any person or property by or from
any cause whatsoever in,on or about the Premises. County shall indemnify and hold Lessor and its agents
and employees and assignees harmless from,and defend each of them against,any and all claims,
demands,damages, costs,expenses,liabilities,suits,interest,fines,penalties,judgments,liens,charges,
and costs of defense,including,without limitation„reasonable attorneys'fees and costs,resulting from or
in connection with the death of or injury to any person or damage to property whatsoever occurring in,on
or about the Premises, or arising out of County's failure to perforin fully and promptly,or County's
postponement of compliance with and every term, covenant, and condition provided herein to be
performed by County.
Section 17. Purpose.
County covenants that during the term of this Lease,except as hereinafter provided,(a) it will use,
or cause the use of,the Premises for public purposes and for the purposes for which the facilities are
customarily used,(b)it will not vacate or abandon the Premises any part thereof,and(c)it will not make
any use of the Premises which would jeopardize in any way the insurance coverage required to be
maintained pursuant to Sections 5, 6, 7 and 8 hereof.
County will not make any use of the proceeds of the obligations provided herein or any other
funds of the County which will cause the obligations provided herein to be"arbitrage bonds,"within the
meaning of Section 148 of the Internal Revenue Code of 1986,as amended(herein the"Cade"),to be
"federally guaranteed"within the meaning of Section 149(b)of the Code, or to be a"private activity bond"
within the meaning of Section 141(a) of the Code. To that end,so long as any Rental Payments are unpaid,
the County,with respect to such proceeds and such other funds,will comply with all requirements of such
Code sections and all regulations of the United States Department of the Treasury issued thereunder to the
extent that such requirements are, at the time,applicable and in effect. The County will not use or permit
the use of the Premises by any person for"private business use",within the meaning of Section 141(b)of
the Code in such manner or to such extent as would result in the inclusion of interest received hereunder in
gross income for federal income tax purposes under Section 103 of the Code.
Section 18. Waiver.
Failure of Lessor to take advantage of any default on the part of County, or of County to take
advantage of any default of Lessor,shall not be,or be construed as, a waiver thereof,nor shall any custom
or practice which may grow up between the parties in the course of administering this Lease be construed
to waive or to lessen the right of the party to whom the obligation is to be performed to insist upon full
performance thereof, or to exercise any rights given such party on account of such default. A waiver of a
particular default shall not be deemed to be a waiver of the same or any subsequent default. The
acceptance or payment of rental hereunder shall not be,nor be construed to be, a waiver of any term,
covenant or condition of this Lease.
11
Section 19. Headings.
All section headings contained herein are for convenience of reference only and are not intended
to define or limit the scope of any provision of this Lease.
Section 20. Law Governing, Venue.
This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of
California,excluding its conflicts of law provisions,as they may exist from time to time. Venue for all
disputes arising under this Lease shall be the courts of general jurisdiction in Contra Costa County,
California.
Section 21. Notices.
All notices,statements, demands,consents, approvals, authorizations,offers, designations,
requests or other communications hereunder by either parry to the other shall be in writing and shall be
sufficiently given and served upon the other party if delivered personally(whether by courier or package
express),by electronic mail or if mailed,by United States registered or certified mail,return receipt
requested,postage prepaid, and, if to Lessor,addressed to Lessor at 111 Anza Boulevard, Ste. 107,
Burlingame,CA 94010, (650)342-2266,fax: (650)342-9719,email: JGCooperma@aol.com, or if to
County,addressed to County at 1220 Morella Avenue, Suite 100,Martinez,CA 94553,(925)313-7250,
fax: (925)313-7299, e:mail: cchan@gs.co.contra-costa.ca.us, or to such other addresses as the parties
may give notice to each other. Any notices personally delivered shall be treated as received when
delivered;any notices mailed shall be deemed to be received within.96 hours after placement in the mails;
and any notices sent by electronic mail shall be deemed to be received within 48 business hours after being
sent by the other party.
Section 22. Validity and Severability.
If for any reason this Lease or any part thereof shall be held by a court of competent jurisdiction to
be void,voidable or unenforceable by Lessor or County,all of the remaining terms of this Lease shall
nonetheless continue in full force and effect.
Section 23.Net Lease.
This Lease shall be deemed and construed to be a"net lease"and County hereby agrees
that the rents provided for herein shall be an absolute net return to Lessor,free and clear of any expenses,
charges,recoupments,setoffs, counterclaims,claims or accruals whatsoever.
Section 24.Attorneys'Fees.
If there is any legal action or proceeding between Lessor and County to enforce any
provision of this Lease or to protect or establish any right or remedy hereunder,the unsuccessful party to
such action or proceeding shall'pay to the prevailing party all costs and expenses,including reasonable
attorney's fees or their equivalent when legal services are rendered by staff attorneys, incurred by such
prevailing parry in such action or proceeding and in any appeal in connection therewith. If such prevailing
party recovers a judgment in any such action,proceeding or appeal, such costs,expenses, and attorneys'
fees shall be included in and as a part of such judgment.
12
Section 25 Memorandum..
Upon full execution of this Lease the parties shall cause a memorandum of lease("Memorandum
of Lease")in the form of Exhibit F attached hereto and made a part hereof,and otherwise satisfactory in
form and substance to County,to be recorded in the office of the County Recorder of Contra Costa County,
California.
Section 26 Title Insurance and Bond Counsel Opinion.
Obligations of the parties hereunder shall be null and void if a major reputable title company
reasonably acceptable to both parties declines to issue a title insurance policy in the amount of a minimum
of$675,000,insuring the ownership of the Premises and the priority of this Lease,subject only to the
exception of property taxes in the present year and such other exceptions as are acceptable to both parties.
The obligations of Lessor hereunder are also subject to receipt by Lessor of the opinion of counsel for the
County,in form reasonably acceptable to Lessor;respecting the validity and enforceability of this Lease
and the opinion of special tax counsel to Lessor in customary form as to the exclusion of the interest
components of the Rental Payments from gross income for federal and State of California income tax laws.
Section 27 Characterization of Lease.
Lessor has notified County that Lessor intents to treat this Lease as an installment sale for federal
income tax law purposes. The parties agree,however,that such treatment shall in no way change
characterization of this Lease as a lease with an option to purchase under the laws of the State of California
and not as an installment sale.
Section 28 Authority.
The individuals executing this Lease on behalf of the respective parties hereunder represent and
warrant that they have full power and authority to execute and deliver this Lease and that there are not
other parties with interests in this Lease and Premises.
13
IN WITNESS WHEREOF,the Lessor has caused this Lease to be executed in its name by its
duly authorized officers,and the County has caused this Lease to be executed in its name by its duly
authorized officers,as of the date set forth below.
COUNTY OF CONTRA COSTA TRANSOCEAN FINANCING CORPORATION
COUNTY OF CONTRA COSTA,a TRANSOCEAN FINANCING CORPORATION
subdivision of the State of
California
By: _ By:
Director of General Services Presi t
RECOMMENDED FOR APPROVAL:
By: ��t Gk "�---
Director,Capital Facilities
&De Management
By: J� s
Depu er Services Director
r
By:
Lease Manager
APPROVED AS TO FORM:
VICTOR.J.WESTMAN,County Counsel
Zeuty;Co?unsel
14
EXHIBIT A
COUNTY OF CONTRA COSTA,
FACILITY LEASE
DATED AS OF
MARCH 1,2000
SCHEDULE OF PROPERTY
(2047 Arnold Industrial Way)
The Property which is the subject of the attached FACILITY LEASE is as follows:
The following described land and all buildings,improvements and fixtures now or hereafter located
thereon:
APN 159 080 036 Parcel C of MS 27-84 according to a Map thereof filed December 7, 1984,in Book 113,
of Parcel Maps,Pages 35 and 36,in the Office of the County Recorder of Contra Costa County.
15
EXHIBIT B
COUNTY OF CONTRA COSTA,
SCHEDULE OF RENTAL PAYMENTS
(2047 Arnold Industrial Way)
DATED AS OF
MARCH 1,2000
This Exhibit applies to Premises set forth on Exhibit A.
Rental Prepayment
Payment Rental Concluding Purchase
Due Date Payment Principal Interest Balance Option*
9/1/00 $29,797.18 12,963.51 16,833.67 617,887.21 630,244.95
3/1/01 $32,767.72 13,370.47 19,397.24 604,516,74 616,607.07
9/1/01 $32,767.72 13,790.21 18,977.51 590,726.53 602,541.06
3/1/02 $32,767.72 14,223.12 18,544.59 576,503.41 588,033.48
9/1/02 $32,767.72 14,669.63 18,098.09 561,833.78 573,070.46
3/1/03 $32,767.72 15,130.15 17,637.57 546,703.63 557,637.70
9/1/03 $32,767.72 15,605.13 17,162.59 531,098.50 541,720.47
3/1/04 $32,767.72 16,095.02 16,672.70 515,003.49 525,303.56
9/1/04 $32,767.72 16,600.29 16,167.43 498,403.20 508,371.27
3/1/05 $32,767.72 17,121.42 15,646.30 481,281.79 490,907.42
9/1/05 $32,767.72 17,658.91 15,108.81 463,622.88 472,895.34
3/1/06 $32,767.72 18,213.27 14,554.45 445,409.61 454,317.80
9/1/06 $32,767.72 18,785.04 13,982.68 426,624.58 435,157.07
3/1/07 $32,767.72 19,374.75 13,392.96 407,249.82 415,394.82
9/1/07 $32,767.72 19,982.98 12,784.73 387,266.84 395,012.18
311/08 $32,767.72 20,610.30 12,157.41 366,656.54 373,989.67
9/1108 $32,767.72 21,257.32 11,510.40 345,399.22 352,307.20
3/1/09 $32,767.72 21,924.65 10,843.07 323,474.57 329,944.06
9/1/09 $32,767.72 22,612.92 10,154.79 300,861.65 306,878.88
3/1/10 $32,767.72 23,322.81 9,444.91 277,538.84 280,314.23
9/1/10 $32,767.72 24,054.98 8,712.74 253,483.86 256,018.70. -
3/1/11 $32,767.72 24,810.13 7,957.58 228,673.73 230,960.47
9/1/11 $32,767.72 25,588.99 7,178.72 203,084.73 205,115.58
3/1/12 $32,767.72 26,392.31 6,375.41 176,692.43 178,459.35
9/1/12 $32,767.72 27,220.84 5,546.88 149,471.59 150,966.31
3/1/13 $32,767.72 28,075.38 4,692.34 121,396.22 122,610.18
9/1/13 $32,767.72 28,956.74 3,810.97 92,439.48 93,363.87
3/1/14 $32,767.72 29,865.78 2,901.94 62,573.70 63,199.44
9/1/14 $32,767.72 30,803.35 1,964.37 31,770.35 32,088.06
3/1/15 $32,767.72 31,770.35 997.36 0.00 0.00
GRAND TOT'L $980,060.91
16
* Assumes payment on this date has been made.
First payment is adjusted for 27 days of accrued interest based on a funding
date of March 28, 2000.
Interest accrues at a rate of $110.02 per diem thereafter if funding is
delayed beyond March 28, 2000.
2% call premium until year 10; 1% thereafter.
Approved.
Co ty of Co C sta
Director of General Services
17
VICTOR J.WESTMAN DEPUTIES:
COUNTY COUNSEL
PHILLIPS.ALTHOFF
JANIC€L.AMENTA
' NORA G.BARLOW
�++ �F f \ B.REBECCA BYRNES
SlLVANO B.MARCHESI t1IwY �M COSTAt ,� MONIANDRKAL COOPER
CH IEF ASSISTANT COUNTY COUNSEL i VICKIEL.DAWES
VFF1 E,OF THE- NSEL MARKES.ES71S
SHARON L.ANDERSON #A ��« = MICHAELD.FARR
A ?f+ASTRA41` Nda..111L ING LILLIANTFUJII
ASSISTANT COUNTY COUNSEL ` +s` DENNlS C.GRAVES
$Bt ;`FEET
MARTI E OA iF ii
JANET L.HOLMES
GREGORY C.HARVEY �- X29 KEviNTK RR
e� BERNARD L.KNAPP
ASSISTANT COUNTY COUNSEL Gs wf' EDWARD V.LANE,JR.
BEATRICE LIU
x MARYANN MASON
GAYLE NIC1GGLl PAUL R.MURIZ
VALERIE J.RANCHE
OFFICE MANAGER STEVEN P.RE I I IG
DAVID F.SCHMIDT
PHONE(925)335-1804 DIANA J.SILVER
FAX(925)546-1078 EXMr 'C JACQUELINE Y WOODS
OPINION OF COUNSEL
March 23,2000
Lessee: COUNTY OF CONTRA.COSTA
1220 Morello Avenue, Ste. 100
Martinez,CA 94553
Lessor: TRANSOCEAN FINANCING CORPORATION
111 Anza Blvd., Suite 107
Burlingame,CA 94010
RE: FACILITY LEASE dated as of March 1,2000,by and between Transocean Financing
Corporation("Lessor")and COLNTY OF CONTRA COSTA(",Lessee")
Ladies and Gentlemen:
I have acted as counsel to the Lessee with respect to the FACILITY LEASE(re: 2047 Arnold
Industrial Way)described above(the"Lease")and various related matters,and in this capacity have
reviewed a duplicate original or certified copy of the Lease and the Exhibits attached thereto. Based upon
the examination of these and such other documents as I deem relevant,it is my opinion that:
1.Lessee is a political subdivision of the State of California(the"State"), duly organized,
existing and operating under the constitution and laws of the State.
2.Lessee is authorized and has the power under State law to enter into the Lease,and to carry
out its obligations thereunder and the transactions contemplated thereby.
3. The Lease has been duly authorized,approved,executed by and on behalf of Lessee,and,
when delivered by Lessee,is a valid and binding contract of Lessee enforceable in accordance with its
terms,except to the extent limited by State and Federal laws affecting remedies and bankruptcy,
reorganization or other laws of general application relating to or affecting the enforcement of creditors'
rights.
4.The authorization,approval and execution of the Lease and all other proceedings of Lessee
relating to the transaction contemplated thereby have been performed in accordance with all open
meeting,public bidding and other laws,rales and regulations applicable to the Lessee.
5.The execution of the Lease and the appropriation of monies to pay the Rental Payments
coming due thereunder,do not result in the violation of any constitution,statutory or other limitation
relating to the manner, form or amount of indebtedness which may be incurred by Lessee,
6.To the best of my knowledge,having performed reasonable diligence and investigation,
there is no litigation,action,suit or proceeding pending or before any court,administrative agency,
arbitrator or governmental body,that challenges the organization or existence of Lessee;the authority of
its officers,the proper authorization,approval and/or execution of the Lease,the Exhibits and other
documents contemplated thereby;the appropriation of monies,or any other action taken by Lessee to
provide monies sufficient,to make Rental Payments under the Lease;the performance by Lessee of all its
obligations under the Lease;the enforceability and enforcement of the Lease against the Lessee;or the
ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated
thereby.
Very truly yours,
VICTOR.J. WESTMAN,
County Counsel
By: anon L.An n
Assistant County Counsel
EXHIBIT D
COUNTY OF CONTRA COSTA
FACILITY LEASE
DATED AS OF
MARCH 1,2000
CERTIFICATE OF ESSENTIAL USE
(2047 Arnold Industrial Way)
The undersigned,as Director of General Services,of COUNTY OF CONTRA COSTA
(the'Lessee"),hereby certifies that the Premises described in Exhibit A to FACILITY LEASE dated as of
March 1,2000,with Transocean Financing Corporation(the"Lease")are essential to the functions of the
Lessee or to the services the Lessee provides.
Further,the Lessee has an immediate need for,and expects to make immediate use of,all
such Premises,the need for which is not temporary or expected to diminish in the foreseeable future. Such
Premises will be used by the Lessee only for the purpose of performing one or more governmental or
proprietary functions consistent with the permissible scope of authority provided,however,that Lessee,as
assignee of the Moran Family Trust,has entered into a lease with the Montroy Supply Company Inc.for
approximately 8,431 square feet of space of the Prenuses. Specifically,such Premises were selected by the
Lessee to be used for the following governmental purposes:
1.Social services programs
2.Medical programs
3.Housing programs
4.Administrative Uses
This Exhibit relates to Exhibit A to the Lease.
COUNTY OF CONTRA COSTA,
as Lessee
By:
00,4&4-1-
Director of General Services
Date: March 1,2000
20
EXHIBIT E
THE BOARD OF SUPERVISORS,CONTRA COSTA COUNTY,CALIFORNIA
Adopted this Resolution on March 21,2070 by the following vote:
AYES: SUPERVISORS GIOIA, UrLKHMA, DESA=ER, CANCLMILLA and GERBER
NOES: NONE
ABSENT NONE
RESOLUTION NO. 2000/124
SUBJECT: Resolution Approving Execution and Delivery of Assignment of Purchase Options to
Transocean Financing Corporation In Connection With Acquisition and Improvement of the Projects,
Approving Forms of and Execution of two Facility Leases and an Escrow Agreement;Approving Forms
and Authorizing the County Administrator,the Director of General Services,or their Designees,Taking
Necessary Actions and Executing of Necessary Certificates.
WHEREAS,the County of Contra Costa(the"County") is a political subdivision of the State of California;
WHEREAS,this Board of Supervisors hereby determines that it would he in the best interest of the County
and the residents of the County to enter into a Facility Lease with purchase option for the purpose•of
acquiring and improving 1034 Oak Grove Road("Oak Grove Lease")and a Facility Lease with purchase
option for the purpose of acquiring and improving 2047 Arnold Industrial Way,Concord,CA("Arnold
Lease");
WHEREAS,a public hearing was duly noticed,called and held pursuant to the requirements of the Internal
Revenue Code of 1986,as amended,on the Project,
WHEREAS the County intends to enter into an agreement with Seneca Center,a California nonprofit
corporation,for use of 1034 Oak Grove Road,Concord,CA,as a locked adolescent mental health facility,
WHEREAS the County has entered into an agreement with Center Point,Inc,,a California nonprofit
corporation.to operate a portion of 2047 Arnold Industrial Way,Concord,CA,as a County Homeless
Shelter;
WHEREAS,Transocean Financing Corporation("Corporation") will finance the acquisition,construction
and improvement of 1034 Oak Grove and 2047 Arnold Industrial Way(collectively,the"Projects")by and
on behalf of the County;
WHEREAS,it is proposed that the County assign its purchase option in connection with the Projects to the
Corporation;
WHEREAS,it is proposed that the Corporation will acquire the Projects and will lease the Projects to the
County pursuant to the Oak.Grove Luse and the Arnold Lease(collectively,the"Facility Leases");
WHEREAS,under the Facility Leases,the County would be obligated to make base rental payments to the
Corporation for the lease of the Projects;
WHEREAS,it is proposed that all rights to receive such base rental payments will be assigned without
recourse by the Corporation to Transamerica Public Finance(the"TPF")pursuant to an Assignment to be
dated as of March 1,2000(the"Assignment");
WHEREAS,approximately$2,000,000 of the proceeds from the facility lease financing for 1034 Oak
Grove will be placed in an interest bearing escrow account at First National Bank of Central California,as
RESOLUTION NO. 2000/124
EXHIBIT E
Escrow Agent,pursuant to an Escrow Agreement dated as of March 1,2000(the"Escrow Agreement"),
among the Corporation.County and Escrow Agent,to be applied to fund improvements to 1034 Oak Grove
and to be disbursed pursuant to instructions of the County as the improvements are completed;
WHEREAS,the Board has been presented with the form of each document,hereinafter referred to,and the
Board has examined and approved each document and desires to authorize and direct the execution of such
documents and the consummation of such financing;
WHEREAS,the County has the full legal right,power and authority to enter into the transaction hereinafter
authorized;and
NOW,THEREFORE,BE IT-RESOLVED by the Board of Supervisors of the County of Contra Costa,as
follow:
Section I. The County hereby specifically finds and declares that the actions authorized hereby constitute
and are with respect to public affairs of the County and that the statements,findings and determinations of
the County set forth above are true and correct
Section 2. A public hearing was duly noticed,called and held pursuant to the requirements of the Internal
Revenue Code of 1985, as amended,on a proposal that Contra Costa County enter into a lease with
purchase option agreement with Transocean Financing Corporation for the purpose of acquiring a health
care facility which is located at 1034 Oak Grove Road,Concord,CA.Contra Costa County intends to enter
into an agreement with Seneca Center,a California nonprofit corporation,or a similar provider,for use of
1034 Oak Grove Road,Concord,CA for a locked adolescent mental health facility following completion of
improvements to the site.
Section 3. At the public hearing all interested persons were given an opportunity to appear and be heard
and based on such hearing and such other facts and circumstances as this Board deems relevant,this Board
hereby approves the entering into a facility lease agreement by Contra Costa County with Transocean
Financing Corporation with respect to the acquisition of 1034 Oak Grove Road, Concord,CA.The rental
payments due pursuant to such facility lease with option to purchase agreement shall have a maximum total
principal component of approximately$4,000,000.
Section 4: A public hearing was duly noticed,called and held pursuant to the requirements of the Internal
Revenue Code of 1486,as amended,on a proposal that Contra Costa County enter into a facility lease with
purchase option agreement with Transocean Financing Corporation for the purpose of acquiring a facility
which is located at 2047 Arnold Industrial Way,Concord,CA,being used as a County homeless shelter and
as commercial office space. Contra Costa County has entered into an agreement with Center Point,Inc.,a
California nonprofit corporation,to operate the County homeless shelter at the site.
Section 5. At the public hearing all interested persons were given an opportunity to appear and be heard
and based on such hearing and such other facts and circumstances as this Board deems relevant,this.Board
hereby approves the entering into the facility lease agreement by Contra Costa County with Transocean
Financing Corporation with respect to the acquisition of 2047 Arnold Industrial Way,Concord,CA.The
rental payments due pursuant to such facility lease with option to purchase agreement shall have a
maximum total principal component of approximately$700,000.
Section 6. The assignment of the County's purchase option in connection with the Projects to the
Corporation is hereby approved and the Chairman of the Board of Supervisors, the Clerk of the Board of
Supervisors,the County Administrator,the Director of General Services and their designees are hereby
authorized and directed to execute and deliver said assignment of purchase option to the Corporation,
together with such amendments,modifications and changes to such purchase option as such officers may
require or approve.
RESOLUTION NO. 2000/124
pg2of3
EXHIBIT E
Section 7. The form of the Oak Grove Lease between the Corporation and the County,dated as of March 1,
2000,on file with the Clerk of the Board of Supervisors,is hereby approved and the Chairman of the Board
of Supervisors,the Clerk of the Board of Supervisors,the County Administrator,the Director of General
Services and their designees are hereby authorized and directed to execute and deliver said Facility Lease in
substantially said form, with such changes therein as such officers or their designees may require or
approve,such approval to be conclusively evidenced by the execution and delivery thereof,provided,
however,that the aggregate base rental payments payable under the Oak Grove Lease shall not exceed
58,000,000,the maximum annual base rental payments payable under the Oak Grove Lease shall not exceed
$400,000,and the term of the Oak Grove Lease shall not exceed twenry-five(25)years.
Section 8, The form of the Arnold Lease between the Corporation and the County.dated as of March 1,
2000,on file with the Clerk of the Board of Supervisors, is hereby approved and the Chairman of the Board
of Supervisors,the Clerk of the Board of Supervisors,the County Administrator,the Director of General
Services and their designees are hereby authorized and directed to execute and deliver said Facility Lease in
substantially said form, with such changes therein as such officers or their designees may require or
approve,such approval to be conclusively evidenced by the execution and delivery thereof;provided,
however.that the aggregate base rental payments payable under the Arnold Lease shall not exceed
$2,000,000, the maximum annual base rental payments payable under the Arnold Lease shall not exceed
S100,000,and the term of the Arnold Lease shall not exceed twenty(20)years.
Section 9. The form of the Escrow Agreement among the Corporation,the County,and First National Bank
of Central California,dated as of March 1,2000,on file with the Clerk of the Board of Supervisors,is
hereby approved and the Chairman of the Board of Supervisors,the Clerk of the Board of Supervisors,the
County Administrator, the Director of General Services and their designees are hereby authorized and
directed to execute and deliver said Escrow Agreement and related arbitrage certificate in substantially said
form,with such changes therein as such officers or their designees may require or approve,such approval to
be conclusively evidenced by the execution and delivery thereof
Section 10. The officers of the County are hereby authorized and directed,jointly and severally,to do any
and all things which they may deem necessary or advisable in order to consummate the transactions herein
authorized and otherwise to carry out,give effect to and comply with the terms and intent of this Resolution.
The Chairman of the Board of Supervisors,the Clerk of the.Board of Supervisors and the officers of the
County are hereby authorized and directed to execute and deliver any and all certificates,tax and rebate
certificates,letters and confirmations,necessary and desirable to accomplish the transactions set forth
above.
Section 11. All actions heretofore taken by the agents of the County with respect to the acquisition of the
Project through the Facility Leases are hereby approved and confirmed.
Section 12.The County hereby declares its official intent,solely for purposes of establishing compliance
with the requirements of Section 1.150-2 of the United States Treasury Regulations,to use proceeds of the
financing to reimburse itself for any County expenditures in connection with the Project incurred prior to
the execution and delivery of the Facility Leases.
RESOLUTION NO. 2000/124
I HEREBY CERTIFY THAT THIS IS A TRUE
AND CORRECT COPY OF AN ACTION TAKEN
AND ENTERED ON THE MINUTES OF THE BOARD
OF SUPERVISORS Otl TOE DATE SH H.
AT7asSTED t � ..�''! c'G't�C✓
PHIL BATCHELOR,CLERK eF THE BOARD OF
0UP€RVISORS AND=UNTY ADMINISTRATOR
BY .•? DEPUTY
RESOLUTION NO. 2000/124
pg 3 of 3
, L'.1Ltiltill 1"
RECORDING REQUESTED BY AND �1� i! I ��IIIII � !111111111!111
WHEN RECORDED RETURN TO: 1
CONTRA COSTA Cc Recorder Office
County of Contra Costa STEPHEN L. El Clerk-Recorder
General Services Derartment DOC-- 0�1��-10063311-0+ 0
Lease Management Division Acct 12- Placer Title
T, MAR 30, 2000 08:00:00
1220 Morello Avenue, Suite 100 FRB $a.00
Martinez, CA 94553-4711 Tti Fd $0,00 Nbr-0008 2768
Attention: Tim Erickson
Placer Title
Memorandum Of Facility Lease & Termination of Prior Lease
This Memorandum of Facility Lease ("Memorandum") is dated as of
March 1, 2000,. is entered into between TR._. SOCE�A,i FINANCING CORPORATION
("LESSOR"), and COUNTY OF CONTRA COSTA, a political subdivision ofthe State or
California ("COUNTY").
Recitals .
A. On irfarch L 2000, LESSOR and COL, Y entered into a Facility Lease
("Lease"), pursuant to which LESSOR leased to COLTNTY and COUNTY leased
from LESSOR all the real property including land and all buildings, improvements
and fixtures now or hereafter located thereon: AP N 159 080 036 Parcel C of MS
27-84 according to a Map thereof filed December 7, 1984, in Book 110, of Parcel
Maps, Page 35 and 36, in the Office or the County Recorder of Contra Costa
County ("Premises").
B. As more particularly set forth in the Lease, LESSOR granted to COUNTY an
option to purchase said Premises.
C. LESSOR and COUNTY desire to execute this Memorandum to provide
constructive notice of LESSOR's and COUNTY's rights under the Lease,
which includes an option to purchase, to all third parties.
D. The Facility Lease dated as of March 25, 1995, between the COUNTY and the
MOR -N FAMILY TRUST is hereby terminated and is replaced in its entirety by
the Lease described in this Memorandum.
For good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows;
1. Conveyance and Term
By this Memorandum and that certain Facility Lease between the LESSOR. and
COUNTY of March 1, 2000, LESSOR lues to COUNTY the Premises described in.
Exhibit A for a term of fifteen (15) years, commencing on March 1, 2000 , and ending on
February 28, 2015.
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.
3. Governing Law
This Memorandum and the Lease are governed by California law. The venue for any
dispute concerning this Lease shall be Contra Costa County, CA.
t
IN WITNESS WHEREOF, County and Lessor have executed this Memorandum w
of Lease as of the day and year first hereinabove written.
COUNTY OF CONTRA COSTA TRANSOCEAN FINANCING
CORPORATION
COUNTY OF CONTRA COSTA, a TRANSOCEAN FINANCING
political subdivision of the State of CORPORATION
California
� y: y°
Director of General Services Pre i ent
RECOMY[ENDED FOR.APPROVAL:
ORIGINAL
Director, Capital Facilities
& Debt Management
B
1 y
Deputy Gene al Services Director
By: y
Lease Manager
V
APPROVED AS TO FOR?VI:
VICTOR. J. WESTMAN, County Counsel
By:
eputy, nse:
i
EXHIBIT G
NOTICE OF ASSIGNMENT
(2047 Arnold Industrial Way)
Transocean Financing Corporation ("Lessor/Assignor") hereby gives notice to Contra
Costa County ("Lessee"), that Lessor has sold, assigned and transferred all of Lessor's right, title and
interest in,to and under(a) that certain Facility Lease dated as of March 1,2000(the"Agreement"),by and
between Lessor and Lessee, as respects Exhibits A and B; (b) the property described in Exhibit B to the
Agreement(the "Premises"); and (c) all payments respecting the Premises now or hereafter due or payable
pursuant to the Agreement, including(but not limited to) rental payments and purchase option payments set
forth on Exhibit B,to TRANSAMERICA PUBLIC FINANCE LLC(the"Assignee"),2600 Grand Avenue,
Suite 380, Kansas City, MO 64108, Atm: Senior Vice President (Tax I.D.: 36-4276524). All payments
should be sent to the Assignee at the following address:
TRANSAMERICA PUBLIC FINANCE LLC
9399 West Higgins Road,Ste.600
Rosemont, IL 60018
Attn: Tim Milazzo
Finance Dept.
Lessee confirms that thirty semi-annual payments of principal and interest according to
the schedule set forth on Exhibit B to the Agreement remain due as of the date set forth below, and that no
event of default (or event which with the passage of time or giving of notice or both would mature into an
event of default) of Lessee has occurred and is continuing under the Lease, and to Lessee's actual
knowledge, no event of default (or event which with the passing of time or the giving of notice or both
would mature into an event of default) of Lessor has occurred and is continuing and that there exists no
defense, counterclaim, recoupment or similar occurrence (other- than the right of abatement of the
Agreement) which would cause the Lessee not to make the remaining payments due under the Agreement.
Assignee has not assumed any of Lessor's obligations under the Lease.
Dated as of the Ist day of March,2000.
TRANTSOCEAN FINANCING CORPORATION,
as Lessor/Assigno
By: P-�----
Joshua O. Cooperman
President
ACKNOWLEDGED AND ACCEPTED.
COUNTY OF CONTRA COSTA,
as Lessee
By:
Authorized Officer
TRANSAMEI7�ICA P RC FINANCE LLC,
as�sign
�4B
Y:
Robe eptune,Senior Vice President
25
FIRST AMTNDNMNT TO FACILITY LEASE
2047 ARNOLD INDUSTRIAL WAY
CONCORD, CALIFORNIA
1. PARTIES. This first amendment dated as of January 15, 2002 (this "Amendment")
between Transamerica Public Finance LLC, as assignee of Transocean Financing Corporation,
("Lessor") and County of Contra Costa, California ("Lessee" or "County"), amends and
supplements that certain Facility Lease between Lessor and Lessee dated as of March 1, 2000 (the
"Original Lease,"together with this Amendment,the"Lease")relating to the property located at
2047 Arnold Industrial Way, Concord, California. Capitalized terms used and not defined herein are
as defined in the Original Lease.
2. PURPOSES. Lessor and County desire to amend the Original Lease to address
Hazardous Substances (as defined below)that may be found on the Property and to augment
County's indemnification of Lessor and its assigns as well as to lower the interest rate, increase
funding, modify the prepayment purchase option and change certain other business terms.
3. AMENDNfENTS TO LEASE. The Original.Lease is amended as follows:
a. Definitions. Section 1 is amended by adding the following definition:
The term"Hazardous Substance" means 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 being"toxic," "hazardous," a"pollutant"or similar
designation under any federal, state or local law,regulation or ordinance.
b. Lessor Not_Liable. Section 16 is amended to add the following paragraphs:
"To the extent permitted by law, County shall indemnify Lessor and its assigns
against, and hold Lessor and its assigns harmless from, any and all claims, actions,
proceedings, causes of action, expenses,damages, liabilities,penalties, interest, costs or
similar charges of whatever nature, including attorney's fees, arising out of or connection
with the Premises, including, without limitation, its acquisition,possession, use, operation,
construction or improvement.
To the extent permitted by law, County shall indemnify Lessor and its assigns and
hold Lessor and its assigns harmless against any and all claims, actions,proceedings, causes
of action, expenses, liabilities, damages,penalties, interest, costs or similar charges of
whatever nature, including attorneys' fees,in connection with any property,real estate,
transfer, sales, use or any other taxes, fees, assessments or imposts which may be assessed
against the Premises or the transaction contemplated by this Lease.
County represents,warrants and covenants that throughout the term of this Lease it
will not tape or permit any of its officers, employees or agents to take any action which
would cause the tax-exempt nature of the obligations evidenced by this Lease to be
1.
92236;.1
contested, challenged or denied by applicable governmental authorities. In the event any such
action by County results in the denial or revocation of the tax-exempt status of such
obligations, County shall be responsible for all taxes,penalties, and interest arising in
connection therewith to Lessor or any assign.ee."
C. Hazardous Substances. The Original Lease is amended by adding new
Section 29 as follows:
"Section 29. Hazardous Substances. County agrees to defend, save,protect,
indemnify and hold Lessor and its assigns harmless from and against all liabilities, claims,
actions, foreseeable and unforeseeable consequential damages,penalties, costs(of whatever
nature), and expenses(including sums paid in settlement of claims and all consultant, expert
and legal fees and expenses of Lessor's counsel) or loss directly or indirectly arising out of or
resulting from any Hazardous Substance in, on, or around any part of the property or in the
soil,groundwater or soil vapor on or under the property,including those incurred in
connection with any investigation of site conditions or any clean-up,remedial,removal or
restoration work, or any resulting damages or injuries to the person or property of any third
parties or to any natural resources."
d. payment Address. Section 3 of the Original Lease is amended to provide that
all payments that are made under the Lease be shade as follows:
If by regular first class mail: Transamerica Public Finance LLC
Box 21479 Network Place
Chicago, IL 60673.1214
If by overnight delivery: TEFS Public Finance,Bank One, NA
525 W. Monroe Street, 8th Floor Mail Room
Chicago,IL 60661
If by wire transfer: Bank Name: Bank One,NA
Bank Location: Chicago, IL
ABA Number: 71000013
Account Title: Transamerica Public Finance
Account Number: 5152070
e. Shedule of Rental Payments. The Lease is hereby amended by replacing
Exhibit B with the modified Exhibit B attached hereto,reflecting a revised schedule of rental
payments and Prepayment Purchase Option price.
f. Nati . Section 21 of the Original Lease is hereby amended by providing
that notices addressed to Lessor be addressed to Transamerica Public Finance LLC, 144
Merchant Street, Suite 150, Cincinnati, Ohio 45246; Telephone: 513-771-5151, Fax: 513-
771-5171.
g. Exhibit . The following Exhibits are added to the existing Exhibits and made
a part of the Lease.
Exhibit B Schedule of Rental Payments
2.
Exhibit C-2 Opinion of County Counsel
Exhibit D-2 Certificate of Essential.Use
Exhibit E-2 Board Order
Exhibit H Incumbency Certificate
DEPOSIT OF FUNDS. In connection with this Amendment, Lessor agrees to pay to
County the amount of$19,665.14,which amount shall be deposited to an escrow account established
under the Escrow Agreement dated as of January 15, 2002 between the Lessor, the County and.First
National Bank of Central California, as Escrow Agent. The Lessee will,within six months of the
date hereof,enter into contracts providing for the acquisition and construction of the Projects (as
defined in the Escrow Agreement)in an aggregate amount of not less than$19,665.14. Any interest
earnings from the Fund established under the Escrow Agreement will be applied to the Projects.
5. COQ REPRESENTATION AND WARILkNI TY. The County hereby represents
and warrant that, to the best of its knowledge after reasonable inquiry,that no claims hav;been filed
regarding Hazardous Substances and nothing has come to its attention that would cause it to believe
that any Hazardous Substances have been released on the premises in violation of any law or
regulation.
6. EFFECT. Except as otherwise provided herein, the provisions of the Original Lease
are hereby ratified and confurmed and shall remain in full force and effect. In the event of conflict
between the terms of this Amendment and the Original Lease,the terms of this Amendment shall
control.
3.
922361.1
IN WITNESS WIEREOF, the parties have executed this Amendment to the Lease as of the
date set forth above.
COUNTY: TRANSAMERICA PUBLIC FINANCE LLC
As Lessor
COUNTY OF CONTRA COSTA,
a political subdivision of the State of California
By
By:
k— i Sean McAlister,Vice President
Director of General Services
RECOMMENDED FOR APPROVAL:
By:
Director, CapM Facilities &Debt
Management
By: l�
Deputy Geri r Services Director
By ,
Lease Manager
APPROVED AS TO FORM:
SYLVANO MARCITESI, County Counsel
By: .,
Deputy Cdunty Counsel
4.
922361.1
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00HCE OF THE COUNTY COUNSEL 511_.L SIWANO B.MARCHESI
COUNTY OF CONTRA COSTA � COUNTY COUNSEL
Administratlon Building •'
� SHARON L.ANDERSON
651 Pine Street, 9`h Floor CHIEF AssisTANr
Martinez, California 94553-IP-29r •,'
GREGORY C.HARVEY
(995) 335-1840 ��,` `i1�1 : , VALERIE J.RANCHE
(925) 646-1078 (fax) AssiSTANT5
rn
Opinion of County Counsel
January 28,2002
Lessee: County of Contra Costa
1220 Morello Avenue, Suite 100
Martinez, California 94553
Lessor: Transamerica Public Finance LLC
144 Merchant Street, Suite 150
Cincinnati, Ohio 45246
Re: Amendment to Facility Lease dated as of January 15, 2002, by and lbetween
Transamerica Public Finance LLC ("Lessor"), as assignee of Transocean Financing
Corporation ("Original Lessor"), and. the County of-Contra Costa ("Lessee") (the
"Amendment"), amending that certain Facility Lease dated as of March 1, 2000, by
and between Original Lessor and Lessee(the"Original Lease" and together with
the Amendment, the "Lease")
Ladies and Gentlemen:
I have acted as counsel to the Lessee with respect to the Amendment to the Facility Lease
for 2047 Arnold Industrial Way described above (the Amendment") and various related matters
and in this capacity have reviewed a duplicate original or certified copy of the Amendment and
the exhibits attached thereto. Based upon the examination of these and such other documents as
I deem relevant, it is my opinion that:
1. Lessee is a political subdivision of the State of California(the"Stag"), duly
organized, existing, and operating under the constitution and laws of the State. The Lessee is
organized under and pursuant to the Government Code of the State.
2. Lessee is authorized and has the power under State law to enter into the Amendment
and to carry out its obligations thereunder and the transactions contemplated thereby.
Opinion of County Counsel
Page 2
January 28, 2002
3. The Amendment has been duly authorized, approved, executed, and delivered by and
on behalf of Lessee and is a valid and binding contract of Lessee enforceable in accordance with
its terms,except to the extent limited by State and Federal laws affecting remedies and
bankruptcy,reorganization.,or other laws of general application relating to or affecting the
enforcement of creditors' rights.
4. The authorization, approval,and execution of the Amendment and all other
proceedings of Lessee relating to the transaction contemplated thereby have been performed in
accordance with all open meeting,public bidding, and other laws,rules, and regulations
applicable to the Lessee.
5. The execution of the Amendment and the appropriation of monies to pay the lease
payments coming due thereunder do not result in the violation of any constitutional, statutory, or
other limitation relating to the manner, form, or amount of indebtedness which may be incurred
by Lessee.
6. There is no litigation, action,suit, or proceeding pending or before any court,
administrative agency, arbitrator, or governmental body that challenges the organization or
existence of Lessee, the authority of its officers,the proper authorization, approval,and/or
execution of the Amendent,the exhibits, and other documents contemplated thereby, the
appropriation ofmonies or any other action taken by Lessee to provide monies sufficient to make
lease payments under the Amendment,the performance by Lessee of all its obligations under the
Amendment,the enforceability and enforcement of the Amendment against the Lessee, or the
ability of Lessee otherwise to perform its obligations under the Amendment and the transactions
contemplated thereby.
Very truly yours,
Silvano B.Marchesi
County Counsel
By: Phillip S. Altho
Deputy County Counsel
IACIer\PSk0pinion ArnoldIndus
E.XEMT D-2
COUNTY OF CONTRA COSTA FACILITY LEASE
DATED AJS OF TMARCH 1,2004,AS AMENDED BY THE
AIVIENDIVYENT TO FACILITY LEASE DATED AS OF JANUARY 15, 2002
CERTIFICATE OF ESSENTIAL USE
2047 ARNOLD INDUSTRIAL WAY
The undersigned, as Director of General Services, of COUNTY OF CONTRA COSTA
(the "Lessee"),hereby certifies that the projects to be financed with the funds to be deposited to
the Fund established pursuant to the related Escrow Agreement(the "Projects") in connection
with the above captioned Lease(the "Lease") are essential to the functions of the Lessee or to the
services the Lessee provides.
Further, the Lessee has an immediate need for, and expects to mare immediate use of, all
the Projects, the need for which is not temporary or expected to diminish in the foreseeable
future. The Projects will be used by the Lessee only for the purpose of performing one or more
governmental or proprietary functions consistent with the permissible scope of authority.
Specifically, the Projects were selected by the Lessee to be used for the following governmental
purposes:
I. Mental health and psychiatric programs
2. Medical programs
3. Juvenile Correctional programs
4. Administrative uses
5. Housing programs
COUNTY OF CONTRA COSTA,
as Lessee
By: h&y2lm-,V�
Director of General Services
Date: ,January 28, 2002
922361.1
EXMIT H
INCUMMENCY CERTIFICATE
I, �v5o -F> .Vt, am ,do hereby certify that I am the duly elected or appointed and
actings vim - of the COUNTY OF CONTRA COSTA, CALIFORNIA that 1
have custody of the re ords of such entity, and that, as of the date hereof, the individual(s)named
below is/are the duly elected or appointed officer of such entity holding the office set forth
opposite his or her name. I further certify that(i)the signature set opposite his or her name and
title is his or her true and authentic signature; and(ii) such officer has the authority on behalf of
such entity to enter into that certain Amendment to Facility Lease Agreement dated as of January
15, 2002,between such entity and Transamerica Public Finance LLC ("Lessor"); and (iii)the
authority is provided by a resolution of the Board of the Lessee or an internal policy of the
Lessee.
Printed Marne
Barton J. Gilbert Director of General Services
Carol Chan Lease Manager ilt{GG't
IN WITNESS WHEREOF,I have duly executed this Certificate as of the 28th day of
January 2002.
Authorized Signature
922361.1
STEPHEN t TABOR
HONOR
PARTNER JAN 12002 B R D ETI
DIRECT DIAL 41 5 995 5020
REPLY TO SAN FRANCISCO!
E-MAIL ssabor@hansonbrldgestcom ..y1,-:w. -.RV,0 MW f;
GEt3Lease MIa1iaosment DIVISIOn jug
January 28, 2002
County of Contra Costa
1220 Morello Avenue
Martinez,CA 94553
Transamerica Public Finance LLC
144 Merchant Street, Suite 150
Cincinnati, OH 45245
Re: Amendment to Facility Lease(247 Arnold Industrial Way,_Concord)
(Special Tax Opinion)
Ladies and Gentlemen:
We have acted as special tax counsel in connection with the execution and delivery of First
Amendment to Facility Lease dated as of January 15, 2002,by and between the County of Contra
Costa, California (the "Lessee")and Transamerica Public Finance LLC,as assignee(the "Lessor") of
Transocean Financing Corporation (the "Original Lessor"), amending and supplementing the Facility
Lease (2047 Arnold Industrial Way, Concord),executed and entered into as of May 1,2000
(collectively, the "Lease"). Capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the Lease.
In such connection we have reviewed the Lease,the Escrow Agreement, a tax certificate of the
Lessee,dated as of the date hereof(the "Tax Certificate"), other certifications of the County and
others as to certain factual matters as we deemed necessary to render the opinion set forth herein. In
rendering the opinion expressed herein, we have relied on the opinion of County Counsel for the
County of Contra Costa, counsel to the Lessee, that the Lease is a valid and binding obligation of the
Lessee.
Certain agreements,requirements and procedures contained or referred to in the Lease,the Tax
Certificate and other relevant documents may be changed and certain actions (including, without
limitation, defeasance of the Lease)may be taken or omitted under the circumstances and subject to
the terms and conditions set forth in such documents. No opinion is expressedherein as to the
interest components of any Rental Payment if any such charge occurs or action is taken or omitted
upon the advance or approval of counsel other than ourselves.
The opinions expressed herein are based on an analysis of existing laws,regulations,rulings and
court decisions and cover certain matters not directly addressed by such authorities. Such opinions
may be affected by actions taken or omitted or events occurring after the date hereof. We have not
undertaken to determine, or to inform any person, whether any such actions are taken or omitted or
LAW OFFICES
W WW..HANSONSRIDG E?TCOM. _
SAN FRANCISCO MARIN SACRAMENTO
333 MARKET STREET WOOD ISLAND 980 NINTH STREET
23RD FLOOR 80 E.SIR FRANCIS DRAKE BLVO..SU TE 3E SUITE 1500
SAN FRANCISCO,CALIFORNIA 94105.2173 LARKSPUR•CALIFORNIA'94939 SACRAMENTO•CALIFOR1111A 9S814
TELEPHONE 415.777-3200 TELEPHONE 415.9258400 TELEPHONE 516.442.3333
FACSIMILE 415.541.9366 FACSIMILE 415.925.8409 FACSIMILE 916,442.2348
SFCaHANSONBRIDGETT:COM MAP,;N iHANSONBRIDGE-fT.COM SAC@HANSONBRiDGETT.COM
971InR 1
County of Contra Costa
Transamerica Public Finance LLC
January 28, 2002
Page 2
events do occur or any other matters come to our attention after the date hereof. Our engagement
with respect to the Lease has concluded with the execution and delivery thereof, and we disclaim any
obligation to update this letter. We have assumed the genuineness of all documents and signatures
presented to us(whether as originals or as copies) and the due and legal execution and delivery
thereof by,and validity against, all parties,including the Lessee. We have assumed, without
undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the
documents,and of the legal conclusions contained in the opinion(s), referred to in the first paragraph
hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in
the Lease and its Tax Certificate including(without limitation)covenants and agreements
compliance with which is necessary to assure that future actions, omissions or events will not cause
the interest portion of Rental payments to be included in gross income for federal income tax
purpose.
In addition, we call attention to the fact that the rights and obligations under the Lease and
the Tax Certificate and their enforceability are subject to bankruptcy, insolvency,reorganization,
arrangement, fraudulent conveyance,moratorium and other laws relating to or affecting creditors'
rights, to the application of equitable principles,to the exercise of judicial discretion in appropriate
cases, and to the limitations on legal remedies against counties in the State of California. We express
no opinion with respect to any indemnification,contribution,penalty, choice of law, choice of forum
or waiver or non-substitution provisions contained in the foregoing documents nor do we express any
opinion with respect to the state or quality of title to or interest in any of the real or personal property
described in or subject to the lien of the Lease or the accuracy or sufficiency of the description of any
such property contained therein.
Based on and subject to the foregoing,and in reliance thereon, as of the date hereof, we are
of the opinion that the portion of each Rental Payment designated as and constituting interest paid by
the Lessee under the Lease and received by the Lessor is excluded from gross income for federal
income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from
State of California personal income taxes. Such interest is not a specific preference item for purposes
of the federal individual or corporate alternative minimum taxes, although we observe that it is
included in adjusted current earnings when calculating corporate alternative minimum taxable
income. We express no opinion regarding other tax consequences related to the accrual or receipt of
such interest or the ownership or disposition of the Lease.
Very truly yours,
HANSON,BRIDCETT, MARCUS, VLAHOS &RU Y,LLP
,
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Stephen L.Taber
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