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HomeMy WebLinkAboutMINUTES - 05231995 - 1.64 TO: BOARD OF SUPERVISORS - FROM: J. MICHAEL WALFORD, PUBLIC WORKS DIRECTOR DATE: MAY 23, 1995 SUBJECT: ORINDA LIBRARY -ASSIGNMENT OF LEASE-OPTION TO PURCHASE TO THE CITY OF ORINDA AND SUBLEASE FROM THE CITY BY THE COUNTY - ORINDA AREA Project No.: 3862-6X5280 SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION I. Recommended Action: A. APPROVE the Assignment of Lease-Option to Purchase between the Friends of the Orinda Library, the City of Orinda and the County and AUTHORIZE the Board Chair to execute same on behalf of the County. B. APPROVE the Sublease between the County-and the City of Orinda and AUTHORIZE the Board Chair to execute same on behalf of the County. C. DIRECT the Real,Property Division to have the above-ref nced documents recorded in the Office of the County Recorder. Continued on Attachment:X SIGNATURE: !��� '�- �t-t^ _RECOMMENDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON tt,� D,�3, 'cfl�_j APPROVED AS RECOMMENDED_OTHER_ VOT OF SUPERVISORS 7 UNANIMOUS(ABSENT ) AYES: NOES: ABSENT: ABSTAIN: - t DD:glo g:\realprop\temp\BOa23.t5 Orig. Div: Public Works(R/P) t hereby certify that this Is a true and correct copy of Contact: Donna Dawkins(313-2224) an action taken and entered on the minutes of the cc: County Administrator Board of Supervisors n the date shown. Auditor-Controller(via R/P) ATTESTED: 7 P.W.Accounting PHIL BATCHELO Clerk of the q&ard Recorder(via R/P) of supervisors and County Administrator By �A' (dqs .,.Deputy P 11. Financial Impact: In exchange for the transfer of the County's right to purchase the Orinda Library, the City of Orinda has agreed to pay for many of the on-going expenses of maintaining the facility. It is estimated that, over the next twenty years, the County will save at least$290,000.00. III. Reasons for Recommendations and Background: The Orinda Library is currently owned by the Friends of the Orinda Library and leased to the County. The County has an option to purchase the library at any time between 1998 and 2008. The library was financed entirely by funds generated within the community of Orinda, before Orinda became a city. In 1985, when Orinda incorporated, representatives of the Friends approached the City Council asking the City to assume the County's responsibility under the lease. The City Council endorsed the concept in principle, but deferred consideration to a later date. The Orinda City Manager recently approached the County and negotiations commenced. The agreements recommended for approval are the result of these negotiations. IV. Consequences of Negative Action: If the County does not approve these agreements, it will continue to have on-going maintenance responsibilities for the Orinda Library facility. This will cost the county approximately $290,000.00 over the next twenty years. SUBLEASE ' 2 Irwin Way, Orinda, California Orinda Library 1. Parties. Effective on , the City of Orinda, "City", and' the County of Contra Costa, a political subdivision of the State of California, "County", mutually agree and promise as follows: 2. Purpose. Friends of The Orinda Library is the owner in fee and lessor and City is the lessee of real property including a library building located at 2 Irwin Way, Orinda, California. County operates the branch library at 2 Irwin Way, Orinda, California for the use and benefit of the residents of the City as well as neighboring areas. It is the purpose and intent of this Sublease to formally set forth the various rights, duties, obligations and responsibilities of each party with regard to the use and maintenance of the Orinda Library, including the division of responsibilities. 3. Premises. City and County, in consideration of the mutual promises of the parties, agree to use as a public library the Orinda Library building located at 2 Irwin Way, Orinda, California and further described in Exhibit "A". 4. Term. The term of the Sublease shall be 50 years, commencing July 1, 1995, and ending June 30, 2045. 5. Consideration. The terms and conditions of this Sublease and the provision of a public library service to the residents of the community comprise the consideration for it. No rent shall be due or payable during the term of this Sublease. 6. Holding Over. Any holding over after the term of this Sublease shall be construed to be tenancy from month to month, subject to the terms of this Sublease. 7. Cancellation. Either party may cancel this Sublease by giving the other party 360 days prior written notice. 8. Use of Premises. The premises shall be used by County during the term exclusively for purposes of conducting a public library service subject only to such rules, regulations and conditions as are generally applied by County throughout the County of Contra Costa through the County's library service. 9. Maintenance and Repair. a. City shall, at its expense, keep the roof and exterior of the building in good order, condition and repair, and shall maintain the structural integrity of the building, including exterior painting, replacement of windows when damaged by other than County employees, agents or contractors, and maintain rain gutters, and downspouts. b. City shall maintain, at its expense, parking lot surfaces, sidewalks and walkways on the property of the Library. 1 c. City shall, at its expense, provide for the replacement of permanent fixtures, including air conditioner and furnace, when such items are no longer serviceable. d. County shall, at its expense, be responsible for necessary repairs of all mechanical units, including air conditioning, heating, plumbing, and electrical services as deemed necessary by County, in its sole discretion. County shall at its expense regularly service the heating and air conditioning systems within the building. e. County shall, at its expense, paint the interior of the building when deemed necessary by County, in its sole discretion, maintain and repair light fixtures, service portable fire extinguishers and maintain all lock and key systems used in the premises. f. Damage caused by negligence of County personnel shall be repaired at County expense. g. Subject to the provisions of Section 11 hereof, County shall, at its expense, provide for custodial services, including window washing (inside and out), shampooing of carpets, waxing, polishing, and maintaining of all floors, replacement of light bulbs, and any other routine maintenance normal to the safe and efficient operations of the facility. All disposable supplies, such as toilet paper, paper towels, and light bulbs used by the Library, shall be supplied by County at its expense. h. Subject to the provisions of Section 11 hereof, County shall, at its expense, provide for grounds and landscape maintenance and sprinkler systems maintenance. i. City shall, at its expense, in its sole discretion, provide for replacement of carpet and draperies. j. The City has no obligation to maintain furniture and fixtures installed by the County as part of the library services function, including book and periodical stacks, desks, reading tables, chairs, display cases, etc. In the event that the County discontinues library services to the City of Orinda, the County, in its sole discretion, shall have the right, but not the obligation, to transfer title to the fumiture and fixtures used in the Library to the City for a value to be determined by agreement between the City and the County at the time of such transfer. 10. Utilities. County shall pay for all gas, electric, water, sewer, and refuse collection services provided to the premises. 11. Service by City. County may request, in writing, and City may agree to provide either the custodial or the landscaping services referenced in Sections 9.g. and 2 9.h. hbreof, or both. City shall consult with County prior to selecting a contractor to•provide the'janitorial and landscaping.service and shall not employ any contractor to whom the County objects in writing. Alternatively, following such request, City shall have the right to provide such service utilizing City employees. The scope, term and cost of the janitorial and landscape services must be approved by the County in writing prior to the commencement of such services, whether said services are provided by City employees or by an outside contractor. County shall pay to City 100 percent of the costs of these services requested and approved by County in writing pursuant to this section. 12. Alterations, Fixtures and Signs. County may make any lawful and proper minor alterations, attach fixtures and signs in or upon the premises, which shall remain County property and may be removed therefrom by County prior to the termination of this Agreement Any alterations, signs or fixtures shall be at County's sole cost and expense, and all signs shall meet with existing City requirements. 13. Hold Harmless. County agrees to indemnify and hold harmless City and Friends Of The Orinda Library, their officers and employees from the County's share of all liability, losses, costs or expenses, including attorney's fees arising out of the negligent acts, errors and omissions of County, its officers, agents, employees or contractors. City agrees to indemnify and hold harmless County and Friends Of The Orinda Library, their respective officers and employees, from the City's share of all liability, losses, costs or expenses arising out of the negligent acts, errors or omissions of the City, its officers, employees, agents or contractors. 14. Insurance. a. County is self-insured and shall maintain coverage under its self- insurance program for public liability and property damage. b. County shall maintain adequate fire and extended coverage for the contents of the building including books, furniture and equipment. 15. Assignment. County shall not have the right to assign this Sublease at any time during the term of this Sublease without the prior written consent of City. 16. Destruction. a. In the event of a partial destruction of a building or another portion of the premises for which the City has responsibility for repair, if the repair can be made within 60 days from the date of the damage under the applicable laws and regulations of governmental authorities, and if the cost of repair is included in the insurance coverage and does not exceed the limits of the coverage, the City shall repair the damage promptly and within a reasonable time. In the event of repair, the partial destruction shall not void this agreement. b. If the cost of repair is not included in the insurance coverage or exceeds 3 ' the limits of the insurance coverage, the City may decline to repair. If,the City declines to repair, this Sublease may be terminated at the option of either party. c. If repairs cannot be made in 60 days, City may, at its option, make the same within a reasonable time. In this event City does not elect to make the repairs, or such repairs cannot be made under existing laws and regulations, this Sublease may be terminated at the option of either party. d. A total destruction of the premises or the building in which the premises are located shall terminate this Sublease. 17. Quiet Enjoyment. City covenants that County shall at all times during the term of the lease, peaceably and quietly have, hold, and enjoy the premises for use as a library without suit, trouble or hinderance from or on account of City as long as County fully performs hereunder. 18. Defaults. In the event of County's material breach of any of the covenants or conditions herein, City may re-enter and repossess the premises after giving County written notice of default and in accordance with due process of law. In the event of a breach by City, County may terminate the Agreement and quit the premises without further cost or obligation or may proceed to repair the building or correct the problem resulting form the breach and City shall immediately reimburse County for the cost of said repair or correction, provided that County has given City written notice of the breach and provided City has not made a substantial effort to correct the breach. 19. Surrender of Premises. On the last day of the term, or sooner termination of this Sublease, County will peaceably and quietly leave and surrender to City these premises. 20. Inspection. The City reserves the right to have its employees, agents, or contractors enter the premises at any time upon reasonable advance notice or consultation with the branch librarian . This right shall be exercised in a manner designed to minimize the disruption of library activities. 21. 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 writing signed by both parties. The headings of the paragraphs are for convenience only and are not a part of this Sublease; nor shall they be considered in construing the intent of this Sublease. 22. Lease-Option Contingency. The Sublease is contingent upon the execution and subject to all of the terms and conditions of the July 1, 1995, Lease Agreement-Option to Purchase between the City and the Friends of the Library. It shall terminate concurrently with termination of said Lease Agreement-Option to Purchase between the City and the Friends Of The Orinda Library. 4 23. Successors and Assiqns. The terms and provisions of this Sublease shall extend to and be binding upon and inure to the benefit of the successors, and assigns of the respective parties hereto. 24. Time is of the Essence of each and all of the terms and provisions of this Sublease. COUNTY OF CONTRA COSTA, CITY OF ORINDA, a municipal corporation a political subdivision of the State of California By By­ IJ,144 Cha"(, Board of Sup rvisors Mayor ` ATTEST: CONSENTED TO AND APPROVED BY Phil Batchelor, FRIENDS OF THE ORINDA LIBRARY Clerk of the Board of Supervisors and County Administrator B By Deputy Recommended to the County Board of Supervisors for Approval: By Princi eal Pro rty Agent Public Wo irector Approved as to Form: Victor J. Westman, County Co nsel B epu y DD:glo gArealpropVempUbrary.Sub October 4, 1994 5 Orinda Library Exhibit "A" PARCEL ONE: Portion of Lot 1, as designated on the map entitled "Map of the Rancho El Sobrante, accompanying and forming a part of the final report of the Referees in Partition of said Rancho", which map was filed in the Office of the Recorder of the County of Contra Costa, State of California, on March 14, 1910, described as follows: Beginning on the northeast line of Orinda Way at the most,southerly corner of the parcel of land described as Parcel Two in the deed from East Bay Municipal Utility District to the Orinda Community Church, Inc., recorded August 20, 1948, in Volume 1275 of Official Records, at page 578;thence from said point of beginning along the southerly line of said Parcel Two as follows: North 460 04'east, 37 feet; northeasterly along the arc of a curve to the left with a radius of 98.71 feet, an arc distance of 88.8 feet to a point from which the center of said curve bears south 840 31' 30" west and easterly along the arc of a reverse curve to the right with a radius of 107 feet, the. center of which bears north 840 3 P 30" east, an arc distance of 264.33 feet to the northwest line of the parcel of land described as Parcel Three in said deed to the Orinda Community Church (1275 OR 5780);thence south 460 04'west along said northwest line and along the extension south 460 04'west thereof, 30 feet;thence south 430 56'east, 150.77 feet to the northwest line of the 2.48 acre parcel of land described in the deed from East Bay Municipal Utility District to Orinda Union School District, recorded September 15, 1938, in Volume 472 of Official Records, at page 100;thence south 46°04'west along said northwest line, 275.08 feet to the northeast line of said Orinda Way; thence north 430 56'west along said northeast line to the point of beginning; being the same property described as Parcel One in that certain lease made by The Orinda Association, to the Orinda Library Board, dated March 24, 1958, and recorded March 28, 1958, in Volume 3141 of Official Records, at page 78. PARCELS TWO AND THREE: Those certain easements in connection with the land described hereinabove, described as Parcels Two and Three, respectively, in the aforementioned lease, dated March 24, 1958, and recorded March 28, 1958, in Volume 3141 of Official Records, at page 78. gAdedcallexhibitAOrdaLib,Ex When Recorded Return to: City Clerk City of Orinda 26 Orinda Way Orinda, CA 94563 ASSIGNMENT OF LEASE AGREEMENT - OPTION TO PURCHASE COUNTY ORINDA BRANCH LIBRARY This assignment of lease and option to purchase is made on , between Friends of The Orinda Library, formerly called Orinda Library Board, Inc. ("Lessor") and Contra Costa County ("Assignor") and City of Orinda ("Assignee"), who agree as follows: 1. Recitals. This assignment of lease and option to purchase is made with reference to the following facts and objectives: a. Lessor and Assignor, as tenant, entered in to a written lease dated July 30, 1968 ("the lease"), in which Lessor leased to Assignor and Assignor leased from Lessor premises located in the City of Orinda, County of Contra Costa, California, [commonly known as 2 Irwin Way, described in Exhibit"A", attached to this assignment of lease and made a part of it] ("premises"). b. Assignor desires to assign all its right, title, and interest in the lease and option to purchase to Assignee. c. Assignee represents to Assignor that Assignee intends to enter into a new Lease-Option to Purchase for the premises which will supersede the 1968 lease. d. As material consideration and inducement for the Assignor to enter into this Agreement, Assignee agrees that Assignor will continue to occupy and use the premises for a branch library pursuant to the sublease attached hereto as Exhibit "B". Paragraph 21 of the Sublease provides that the Sublease may be modified upon the written agreement of both parties. e. Lessor consents to the proposed assignment on the conditions set forth in this assignment. 2. Effective Date of Assignment. The assignment takes effect on July 1, 1995. 3. Assignment. Assumption and Execution of New Lease and Sublease. Assignor assigns and transfers to Assignee all its right, title, and interest in the lease, and Assignee accepts the assignment and assumes and agrees to perform, from the date the assignment becomes effective, as a direct obligation to Lessor, all of the provisions of the lease and option to purchase. Assignee intends to enter into a new Lease-Option to Purchase with Lessor. Assignee intends that Assignor continue to possess and operate the Library both before and after the new Lease - Option to Purchase is executed. Simultaneously with the assignment of this Lease and/or upon the execution of the new Lease - Option to Purchase, Assignee and Assignor shall enter into a Sublease in the form attached as Exhibit "B"for the use and operation of the Library. 4. Lessor's Consent. Lessor consents to the assignment without waiver of the restriction concerning further assignment. 5. Assignor's Liability. Assignor shall not be liable for the performance of any lease obligation arising after the effective date of this assignment. 6. Assignee to Hold Assignor Harmless. Assignee agrees to defend, indemnify, save, protect and hold harmless Assignor, its officers and employees, from and against any and all loss, damage, liability, expense, claims and demands, of whatever character, to persons or property, direct or consequential, directly or indirectly caused or contributed to by Assignee's acts, omissions or default arising under the 1968 Lease and occurring after the effective date of this Assignment of Lease. If requested by Assignor, Assignee will defend any such suits at the sole cost and expense of Assignee. 7. Notice. Any notice, demand, request, consent, approval; or communication that either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party shall be addressed to the other party at the following address; Friends of the Orinda Library P.O. Box 152 Orinda, CA 94563 City of Orinda 26 Orinda Way Orinda, CA 94563 Board of Supervisors County Administrator Building 651 Pine Street Martinez, CA 94553 Either party may change its address by notifying the other party of the change of address. 8. Successors. This Assignment shall be binding on and inure to the benefit of the parties and their successors. FRIENDS OF THE ORINDA LIBRARY COUNTY OF CONTRA COSTA a California public-benefit corporation a political subdivision of the State of California, P� C esiF;f dent (Lessor) Chai man,Board of Supervisors (County-Lessee and Assignor) CITY OF ORINDA ATTEST: City M nager ( ignee) Phil Batchel0r,Clerk of the ti Board of Supervisors and County Administrator ayor 4CityCl By: Deputy APPROVED as to Form: k Victor J.Westman C Counsel B ' Deputy DD:glo g:\realprop\temp\Orinda.Agr October 5, 1994 SUBLEASE 2 Irwin Way, Orinda, California Orinda Library 1. Parties. Effective on , the City of Orinda, "City", and the County of Contra Costa, a political subdivision of the State of California, "County", mutually agree and promise as follows: 2. Purpose. Friends of The Orinda Library is the owner in fee and lessor and City is the lessee of real property including a library building located at 2 Irwin Way, Orinda, California. County operates the branch library at 2 Irwin Way, Orinda, California for the use and benefit of the residents of the City as well as neighboring areas. It is the purpose and intent of this Sublease to formally set forth the various rights, duties, obligations and responsibilities of each party with regard to the use and maintenance of the Orinda Library, including the division of responsibilities. 3. Premises. City and County, in consideration of the mutual promises of the parties, agree to use as a public library the Orinda Library building located at 2 Irwin Way, Orinda, California and further described in Exhibit"A". 4. Term. The term of the Sublease shall be 50 years, commencing July 1, 1995, and ending June 30, 2045. 5. Consideration. The terms and conditions of this Sublease and the provision of a public library service to the residents of the community comprise the consideration for it. No rent shall be due or payable during the term of this Sublease. 6. Holding Over. Any holding over after the term of this Sublease shall be construed to be tenancy from month to month, subject to the terms of this Sublease. 7. Cancellation. Either party may cancel this Sublease by giving the other party 360 days prior written notice. 8. Use of Premises. The premises shall be used by County during the term exclusively for purposes of conducting a public library service subject only to such rules, regulations and conditions as are generally applied by County throughout the County of Contra Costa through the County's library service. 9. Maintenance and Repair. a. City shall, at its expense, keep the roof and exterior of the building in good order, condition and repair, and shall maintain the structural integrity of the building, including exterior painting, replacement of windows when damaged by other than County employees, agents or contractors, and maintain rain gutters, and downspouts. b. City shall maintain, at its expense, parking lot surfaces, sidewalks and walkways on the property of the Library. EXHIBIT "B" 1 c. City shall, at its expense, provide for the replacement of permanent fixtures, including air conditioner and furnace, when such items are no longer serviceable. d. County shall, at its expense, be responsible for necessary repairs of all mechanical units, including air conditioning, heating, plumbing, and electrical services as deemed necessary by County, in its sole discretion. County shall at its expense regularly service the heating and air conditioning systems within the building. e. County shall, at its expense, paint the interior of the building when deemed necessary by County, in its sole discretion, maintain and repair light fixtures, service portable fire extinguishers and maintain all lock and key systems used in the premises. L Damage caused by negligence of County personnel shall be repaired at County expense. g. Subject to the provisions of Section 11 hereof, County shall, at its expense, provide for custodial services, including window washing (inside and out), shampooing of carpets, waxing, polishing, and maintaining of all floors, replacement of light bulbs, and any other routine maintenance normal to the safe and efficient operations of the facility. All disposable supplies, such as toilet paper, paper towels, and light bulbs used by the Library, shall be supplied by County at its expense. h. Subject to the provisions of Section 11 hereof, County shall, at its expense, provide for grounds and landscape maintenance and sprinkler systems maintenance. i. City shall, at its expense, in its sole discretion, provide for replacement of carpet and draperies. j. The City has no obligation to maintain furniture and fixtures installed by the County as part of the library services function, including book and periodical stacks, desks, reading tables, chairs, display cases, etc. In the event that the County discontinues library services to the City of Orinda, the County, in its sole discretion, shall have the right, but not the obligation, to transfer title to the furniture and fixtures used in the Library to the City for a value to be determined by agreement between the City and the County at the time of such transfer. 10. Utilities. County shall pay for all gas, electric, water, sewer, and refuse collection services provided to the premises. 11. Service by City. County may request, in writing, and City may agree to provide either the custodial or the landscaping services referenced in Sections 9.g. and 2 9.h. hereof, or both. City shall consult with County prior to selecting a contractor to provide the janitorial and landscaping service and shall not employ any contractor to whom the County objects in writing. Alternatively, following such request, City shall have the right to provide such service utilizing City employees. The scope, term and cost of the janitorial and landscape services must be approved by the County in writing prior to the commencement of such services, whether said services are provided by City employees or by an outside contractor. County shall pay to City 100 percent of the costs of these services requested and approved by County in writing pursuant to this section. 12. Alterations, Fixtures and Signs. County may make any lawful and proper minor alterations, attach fixtures and signs in or upon the premises, which shall remain County property and may be removed therefrom by County prior to the termination of this Agreement. Any alterations, signs or fixtures shall be at County's sole cost and expense, and all signs shall meet with existing City requirements. 13. Hold Harmless. County agrees to indemnify and hold harmless City and Friends Of The Orinda Library, their officers and employees from the County's share of all liability, losses, costs or expenses, including attorney's fees arising out of the negligent acts, errors and omissions of County, its officers, agents, employees or contractors. City agrees to indemnify and hold harmless County and Friends Of The Orinda Library, their respective officers and employees, from the City's share of all liability, losses, costs or expenses arising out of the negligent acts, errors or omissions of the City, its officers, employees, agents or contractors. 14. Insurance. a. County is self-insured and shall maintain coverage under its self- insurance program for public liability and property damage. b. County shall maintain adequate fire and extended coverage for the contents of the building including books, furniture and equipment. 15. Assignment. County shall not have the right to assign this Sublease at any time during the term of this Sublease without the prior written consent of City. 16. Destruction. a. In the event of a partial destruction of a building or another portion of the premises for which the City has responsibility for repair, if the repair can be made within 60 days from the date of the damage under the applicable laws and regulations of governmental authorities, and if the cost of repair is included in the insurance coverage and does not exceed the limits of the coverage, the City shall repair the damage promptly and within a reasonable time. In the event of repair, the partial destruction shall not void this agreement. b. If the cost of repair is not included in the insurance coverage or exceeds 3 the limits of the insurance coverage, the City may decline to repair. If the City declines to repair, this Sublease may be terminated at the option of either party. c. If repairs cannot be made in 60 days, City may, at its option, make the same within a reasonable time. In this event City does not elect to make the repairs, or such repairs cannot be made under existing laws and regulations, this Sublease may be terminated at the option of either party. d. A total destruction of the premises or the building in which the premises are located shall terminate this Sublease. 17. Quiet Enioyment City covenants that County shall at all times during the term of the lease, peaceably and quietly have, hold, and enjoy the premises for use as a library without suit, trouble or hinderance from or on account of City as long as County fully performs hereunder. 18. Defaults. In the event of County's material breach of any of the covenants or conditions herein, City may re-enter and repossess the premises after giving County written notice of default and in accordance with due process of law. In the event of a breach by City, County may terminate the Agreement and quit the premises without further cost or obligation or may proceed to repair the building or correct the problem resulting form the breach and City shall immediately reimburse County for the cost of said repair or correction, provided that County has given City written notice of the breach and provided City has not made a substantial effort to correct the breach. 19. Surrender of Premises. On the last day of the term, or sooner termination of this Sublease, County will peaceably and quietly leave and surrender to City these premises. 20. Inspection. The City reserves the right to have its employees, agents, or contractors enter the premises at any time upon reasonable advance notice or consultation with the branch librarian . This right shall be exercised in a manner designed to minimize the disruption of library activities. 21. 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 writing signed by both parties. The headings of the paragraphs are for convenience only and are not a part of this Sublease; nor shall they be considered in construing the intent of this Sublease. 22. Lease-Option Contingency. The Sublease is contingent upon the execution and subject to all of the terms and conditions of the July 1, 1995, Lease Agreement-Option to Purchase between the City and the Friends of the Library. It shall terminate concurrently with termination of said Lease Agreement-Option to'Purchase between the City and the Friends Of The Orinda Library. 4 23. Successors and Assigns. The terms and provisions of this Sublepse shall extend to and be binding upon and inure to the benefit of the successors, and assigns of the respective parties hereto. 24. Time is of the Essence of each and all of the terms and provisions of this Sublease. COUNTY OF CONTRA COSTA, CITY OF ORINDA, a municipal corporation a political subdivision of the State of California c By By ti Chair, Board of Supervisors Mayor ATTEST: CONSENTED TO AND APPROVED BY Phil Batchelor, FRIENDS OF THE ORINDA LIBRARY Clerk of the Board of Supervisors and County Administrator By n Q By Deputy Recommended to the County Board of Supervisors for Approval: By Principal Real Property Agent By Public Works Director Approved as to Form: Victor J. Westman, County Counsel By Deputy DD:gfo g:ire a f p ro plte m p\Li b ra ry.S u b October 4, 1994 5 • Orinda Library Exhibit "A" PARCEL ONE: Portion of Lot 1, as designated on the map entitled "Map of the Rancho El Sobrante, accompanying and forming a part of the final report of the Referees in Partition of said Rancho", which map was filed in the Office of the Recorder of the County of Contra Costa, State of California, on March 14, 1910, described as follows: Beginning on the northeast line of Orinda Way at the most southerly corner of the parcel of land described as Parcel Two in the deed from East Bay Municipal Utility District to the Orinda Community Church, Inc., recorded August 20, 1948, in Volume 1275 of Official Records, at page 578;thence from said point of beginning along the southerly line of said Parcel Two as follows: North 460 04' east, 37 feet; northeasterly along the arc of a curve to the left with a radius of 98.71 feet, an arc distance of 88.8 feet to a point from which the center of said curve bears south 840 31' 30" west and easterly along the arc of a reverse curve to the right with a radius of 107 feet, the center of which bears north 84°3 P 30" east, an arc distance of 264.33 feet to the northwest line of the parcel of land described as Parcel Three in said deed to the Orinda Community Church (1275 OR 5780);thence south 460 04'west along said northwest line and along the extension south 460 04'west thereof, 30 feet; thence south 430 56'east, 150.77 feet to the northwest line of the 2.48 acre parcel of land described in the deed from East Bay Municipal Utility District to Orinda Union School District, recorded September 15, 1938, in Volume 472 of Official Records, at page 100;thence south 460 04'west along said northwest line, 275.08 feet to the northeast line of said Orinda Way; thence north 43°56'west along said northeast line to the point of beginning; being the same property described as Parcel One in that certain lease made by The Orinda Association, to the Orinda Library Board, dated March 24, 1958, and recorded March 28, 1958, in Volume 3141 of Official Records, at page 78. PARCELS TWO AND THREE: Those certain easements in connection with the land described hereinabove, described as Parcels Two and Three, respectively, in the aforementioned lease, dated March 24, 1958, and recorded March 28, 1958, in Volume 3141 of Official Records, at page 78. gAcIaicaPcxhibits\OrdaLib.Ex