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HomeMy WebLinkAboutMINUTES - 03161999 - C8 TO: BOARD OF SUPERVISORS, AS THE BOARD OF DIRECTORS OF THE CONTRA COSTA FIRE PROTECTION DISTRICT FROM: J. MICHAEL WALFORD, PUBLIC WORKS DIRECTOR DATE: MARCH 16, 1999 SUBJECT: LEASEIOPTION TO PURCHASE AGREEMENT WITH ANTIOCH HISTORICAL SOCIETY FOR PREMISES AT 1504 WEST 4T" STREET, ANTIOCH AREA Project No.: 7126-6X5095 SPECIFIC REQUEST(S)OR RECOMMENDATIONS)I BACKGROUND AND JUSTIFICATION 1. Recommended Action. APPROVE a Lease/Option to Purchase agreement with the Antioch Historical Society, for the premises located at 1500 West 4"' Street (former Riverview Fire Protection District Headquarters) in Antioch under the terms and conditions set forth in the Lease and AUTHORIZE the Board Chair to execute said Lease on behalf of the district If. Financial Impact: The Lease will provide revenue to the District in the amount of $50,000 payable on March 16, 1999, with an Option to Purchase the premises for the sum of $125,000 plus 5% per annum simple interest from March 16, 1999, to the date of close of escrow. iii. Reasons for Recommendations and Background: On October 13, 1998, the Board of Supervisors directed County Staff to negotiate a five-year Lease/Option to Purchase with the Antioch Historical Society based on the Society's proposal of October 5, 1998. Continued on Attachment: SIGNATURE; 905MENDAT10N OF COUNTY XBMINORM5K ®_RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S)- MON PIAT... yT999 XF150M AS RECOMMEN15M.,� ,..�. VOTE OF SUPERVISORS X UNANIMOUS(ABSENT AYES: NOES; ABSENT: ABSTAIN; PS;gpp C:\GrpData\RealProp\1999-Files\99-3\BOA3-16b.doc I hereby certify that this is a true end corrnct Ong. Div: Public Works(R/P) copy of an action taken and ent- $ed on Contact: Patricia Srnyers(313-2222) minutes of the Board of Supervisors on z,:e . cc: County Administrator date shown. Auditor-Controller(via R/P) P.W.Accounting ATTESTED: - - _4 Recorder(via R/P) PHIL BATCHELOR, Clerk of the Bo,_�rd of Suoervisors and County Administrator By. f '- � Deputy LEASE TABLE OF CONTENTS CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT TO ANTIOCH HISTORICAL SOCIETY FOR 1500 WEST 4TH STREET, ANTIOCH SECTION A: BASIC TERMS AND CONDITIONS A.I. PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 A.2 PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 A.3. LEASE OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 A.4. TERM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . � A.5. RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 A.6. UTILITIES ANIS JANITORIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 A.7. MAINTENANCE ANIS REPAIRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 A.S. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 A.9. ATTACHMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 A.10. WRITTEN AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 A.11. TIME IS OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 A.12. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 A.13. SIGNATURE BLOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 SECTION B: STANDARD PROVISIONS B.I. HOLDING OVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 B.3. USE OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 B.3. .HOLD HARMLESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 B.4. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 B.S. ALTERATIONS. FIXTURES.AND SIGNS . . . . . . . . . . . . . . . . . . . . . . 6 B.6. DESTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 B.7. QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 B.S. DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 B.9. SURRENDER OF PREMISES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 B.10. SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 B.11. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 B.12. WASTE. NUISANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 SECTION C: SPECIAL PROVISIONS C.1. ASSIGNMENT OR SUBLEASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 +C.2. PR DPERTY TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 C.3. INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 CA. HAZARDOUS MATERIALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 C.S. OPTION TO PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 C.6. PERMITS AND APPROVALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 EXHIBITS EXHIBIT A: PREMISES. EXHIBIT B: GRANT DEET? EXHIBIT C: RIGHT OF FIRST OFFER AGREEMENT LEASE 1500 West 4" Street Antioch, California to Antioch Historical Society SECTION A: BASIC TERMS AND CONDITIONS A.I. PARTIES: Effective on March 16, 1999, the ANTIOCH HISTORICAL SOCIETY, a California corporation, hereinafter called "SOCIETY", and the CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT, a county fire protection district organized pursuant to Health& Safety Code §13801, et seq., hereinafter called "DISTRICT",mutually agree and promise as #follows. A.2 PURPOSE: The purpose of this Lease is to provide for the use of the former Riverview Fire Protection District Headquarters building and grounds on an "as is"basis by the SOCIETY as a Regional Public History Museum and Multi Cultural Center as defined in Section 13.2 hereof It is the intent of the Lease that Rent shall be an absolute net return to the DISTRICT. Except as otherwise specifically provided herein, DISTRICT shall have no obligation to pay any amounts in connection with the SOCIETY'S possession, operation or management of the Premises or any part thereof, whether for real or personal property taxes, insurance, or maintenance of any kind, including structural or exterior maintenance. A.3. LEASE OF PREMISES: DISTRICT, for and in consideration of the rents, hereby leases to SOCIETY, and SOCIETY leases from DISTRICT those certain premises ("Premises") described as follows; The former Riverview Fire Protection District Headquarters building and associated grounds commonly known as 1500 West 4" Street, Antioch, more particularly shown on Exhibit A attached hereto and made a part hereof. A.4. TERM.: The term of this Lease shall be five (5) years, commencing March 16, 1999 and ending March 15, 2004. A.S. RENT: SOCIETY shall pay to DISTRICT as rent ("Rent") for the use of said Premises a one time non-refundable rental of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), payable in advance on or before March 16, 1999. The payment shall be mailed by first class mail, postage prepaid or personally delivered to: Contra Costa County Public Works Department Attention: Patricia A. Smyers 255 Glacier.Drive, Martinez, CA., 94553 A.6a UTILITIES AND JANITORIAL: SOCIETY shall pay for all gas, electric, water, sewer, and refuse collection and janitorial services provided to the .premises. A07m MAINTENANCE AND REPAIRS: During the term of this Lease including, any holdover terry, the cost of all maintenance and repair, both ordinary and extraordinary, of the premises shall be the sole responsibility of SOCIETY, which shall at all times maintain or otherwise arrange for the maintenance of the premises in as good condition as when received, and SOCIETY shall pay for or otherwise arrange for the payment of all utility services supplied to the premises, which may include, without limitation,janitorial service, security, power, gas, telephone, light, heating, ventilating air conditioning, water, and all other utility services, and shall pay for or otherwise arrange for the payment of the costs of the repair and replacement of the Premises resulting from ordinary wear and tear or want of care on the part of SOCIETY or any other cause. During the term of this Lease, SOCIETY shall also pay directly such amounts, if any, in each year as shall be required for the payment of all property taxes and assessments, together with any penalties, fines or interest thereon, including, without limitation,penalties, fines or interest arising out of any delay or failure by SOCIETY to pay any of the foregoing hereinafter levied or imposed against the Premises or any part thereof by any governmental authority. All amounts payable by SOCIETY to DISTRICT under this Lease other than Rent shall constitute Additional hent. SOCIETY understands and acknowledges that there may be certain repairs, replacements, alterations and deferred maintenance for uses of the Premises permitted by this Lease, including but not limited to the water connection problem in the fire sprinkler system and seismic requirements of a masonry building. SOCIETY shall be fully responsible for the cost of and for effectuating any and all such repairs, replacements, alterations and building maintenance. If, at any time during this lease, SOCIETY determines that it can no longer make the repairs,replacements, alterations and maintenance required by this Section, SOCIETY shall have the right to terminate this lease pursuant to Paragraph A.12. of this Lease. Following the date of termination and SOCIETY vacation of the Premises, SOCIETY, shall have no further responsibility under this Section. 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 SOCIETY: Antioch Historical Society 2810 Lone Tree Way #8 Antioch, CA 94509-4956 2 To DISTRICT: Contra Costa County Public Works Department Real Property Division 255 Glacier Drive Martinez, CA 94553 A.9. ATTACHMENTS: Section B, Standard Provisions, and Section C, Special Provisions, are attached to this Lease and are made a part hereof A.10. WRITTEN AGREEMENT: Neither party has relied on any promise or repre- sentation 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 are for convenience only and are not a part of this Lease,nor shall they be considered in construing the intent of this Lease. A.11. TIME IS OF THE ESSENCE of each and all of the terms and provisions of this Lease. A.12. TERMINATION: SOCIETY shall have the right to terminate this Lease upon 30 days notice to DIS'T'RICT. Following termination of the Lease, SOCIETY shall have no further rights hereunder. Upon SOCIETY's termination of the Lease under this section, DISTRICT shall be entitled to retain the entire $50,000 rent payment. SOCIETY's option to purchase the Premises, described in Section C.5. of this Lease, shall terminate upon termination of this Lease. A.13. SIGNATURE BLOCK DISTRICT QCIETY CONTRA COSTA COUNTY FIRE ANTIOCH HISTORICAL SOCIETY, a PROTECTION DISTRICT, a county fire California corporation profs ti n distric . B 0 By Bye- , -' r and of Supervisors Fay'Curtis, President AhTEST:il Batchelor B Clerk of the Board of Supervisors Bob Provine, Secretary and County Administrator Byv _- BV Gary Rei Approved as to form: mn, Treasurer Victor J. Westman f` County Counsel �J < h1l7 ' $ B.1 -e f fj w,6 E`'✓ ��' =�r'P i fee3 ; 4 L" w �a Eliz eth Rimbault, Director _. . 4 - Ijeputy 3 LEASE 1500 West 4" Street Antioch, California to Antioch Historical Society SECTION I3: STANDARD PROVISIONS B.1. 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. Rental during any holdover period shall be $1,500.00 per month,payable in advance on the first day of each month. SOCIETY's occupation and use of the Premises during the period between exercise of the option to purchase and close of escrow or termination pursuant to Paragraph C.5. of this Lease shall be an extension of the Lease and not a holding over under this paragraph B.1. B.2. USE OF PREMISES: The Premises shall be used as a regional public historical museum and cultural center for the purposes of storing and displaying materials illustrating the history of the City of Antioch and Contra Costa County and providing for exhibits and festivities celebrating the different cultures within the Antioch community and the County of Contra Costa (such use is defined herein as "Regional Public History Museum and Cultural Center purposes"), and for no other purpose. No portion of the Premises may be used for any purpose other than for Regional Public History Museum and Cultural Center purposes. This restriction shall not prohibit use of the Premises for social functions, such as wedding, receptions, on a temporary single day use basis. SOCIETY will not use, occupy or permit the use of occupancy of the Premises for any purpose which is, not authorized by this lease or which is directly or indirectly, forbidden by law, ordinance or governmental or municipal regulation or order, or which may be dangerous to life, limb or property; or permit the maintenance of any public or private nuisance or carry on or permit any operation which might emit offensive odors, or cause dangerous or hazardous or other offensive conditions on or around the Premises. SOCIETY shall not charge any fees to teachers or students on field trips from any school in the County. Any governmental agency wishing to use the Premises for a special event on a per day basis, will only be charged an amount equal to the SOCIETY'S cost of providing personnel to open and lock the building, janitorial service, utilities, insurance and the cost of any maintenance or repairs caused by the user ("SOCIETY's Actual Cost'). At the request of the DISTRICT, SOCIETY shall provide DISTRICT with an accounting of all charges. If SOCIETY makes charges in excess of those provided for above, the excess shall be refunded to the overcharged party as soon as practicable after notification of the overcharge by DISTRICT. 4 In the event that other recognized historical organizations request to sublease a portion of the Premises, SOCIETY shall make every effort to accommodate the request, subject to SOCIETY's discretion with respect to available space, nature of use and subject to reasonable rules and regulations established by SOCIETY at a rental not to exceed SOCIETY's .Actual Cost as defined hereinabove. B.3. HOLD HARMLESS: SOCIETY shall indemnify, save, protect and hold harmless the DISTRICT,its officers, agents and employees from any and all claims, costs and liability, including reasonable attorneys' fees, for any damage, injury or death, to persons or property arising directly or indirectly from. SOCIETY'S operations, or SOCIETY'S use or possession of the leased premises or any other matter pertaining to the.Premises, save and except claims or litigation arising through the negligence or willful misconduct of the DISTRICT, its officers or employees, and if required by DISTRICT,will defend any such actions at the sole cost and expense of the SOCIETY. The SOCIETY's obligations under this Section shall survive the assignment, expiration or termination of this Lease and the SOCIETY's exercise of the Option contained herein and shall not merge with the delivery to SOCIETY of the Deed. BA. INSURAN+CE. The SOCIETY shall procure or cause to be procured and maintain or cause to be maintained, throughout the term of this Lease, all risk special form insurance, to include insurance against loss or damage to any structures constituting any part of the Premises, fire and lightning, with extended coverage insurance, vandalism, and malicious mischief insurance and sprinkler system leakage insurance. Said insurance shall, as nearly as practicable, 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 equal to the replacement cost (in their "as is" condition) of all structures constituting any part of the Premises, excluding the cost of excavations, of grading and filling, and of the land(except that such insurance may be subject to deductible clauses for any one loss). Such insurance shall be endorsed to provide for the demolition and removal of debris to meet the requirement of any applicable ordinance. SOCIETY at its cost shall establish and maintain and/or take out and keep in force during the term of this Lease insurance providing comprehensive public liability and property damage insurance, insurance, and owned and non-owned automobile liability insurance in an amount of not less than $3,000,000.00 combined single limits, insuring against bodily injury and/or death to persons, damages to property and all liability of SOCIETY and its authorized representatives arising out of and in connection with SOCIETY'S use or occupancy of the Premises. DIS`T'RICT shall be named as additional insured, and the policy shall contain personal injury and contractual liability endorsements. SOCIETY'S general liability policies shall be endorsed as needed to provide that the insurance afforded by those policies to the additional insured is primary and that all insurance carried by DISTRICT is secondary and shall not contribute with SOCIETY'S liability insurance. It is the parties' intent that SOCIETY'S contractual liability coverage provide coverage to the maximum 5 extent.possible of SOCIETY'S indemnification obligation under this Lease. A. Waiver of Subrogation: Except as may be specifically provided for elsewhere in this Lease, DISTRICT and the SOCIETY hereby each mutually waive any and all rights of recovery from the other in event of damage to the premises or property of either caused by acts of Clod, 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. B. Delivery of Certificate, Policy and Endorsements. Before March 16, 1999) SOCIETY shall deliver to DISTRICT the endorsements referred to in this Section B.4., as well as a certified copy of SOCIETY's policy or policies and an original certificate of insurance, executed by an authorized agent of the insurer or insurers, evidencing compliance with the insurance requirements of this Lease. The certificate shall provide for no less than thirty (34) days' advance written notice to DISTRICT from the insurer or insurers of any cancellation, nonrenewal, or material change in coverage or available limits of liability and shall confirm compliance with the liability insurance requirements in this Lease. B.5. ALTERATIONS,FIXTURES,AND SIGNS: SOCIETY may make any lawful and proper minor alterations, attach fixtures and signs in or upon the Premises, which shall remain SOCIETY property and may be removed therefrom by SOCIETY prior to the termination of this Lease. All signs must meet with existing code requirements and shall not be installed without DISTRICT'S prior written approval. Any such alterations, signs or fixtures and the removal thereof shall be at SOCIETY'S sole cost and expense. B.6. DESTRUCTION: A. Destruction Due to Risk Covered by Insurance: If, during the term, the Premises are totally or partially destroyed from a risk covered by SOCIETY'S insurance, rendering the Premises totally or partially inaccessible or unusable, SOCIETY shall restore the Premises to substantially the same condition as they were in immediately before destructions Such destruction shall not terminate this Lease. If the existing laws do not permit such restoration, either party can terminate this Lease immediately by giving written notice to the other party. If the cost of the restoration. exceeds the amount of proceeds received from the SOCIETY'S insurance, SOCIETY can elect to terminate this Lease by giving notice to DISTRICT within fifteen(15) days after determining that the restoration cost will exceed the insurance proceeds. B. Destruction Due to Risk Not Covered by Insurance: If, during the term, the Premises are totally destroyed from a risk not covered by the SOCIETY'S insurance, rendering the Premises totally or partially inaccessible or unusable, SOCIETY shall not be required to restore the Premises, but may restore the Premises to substantially the same condition as prior to the destruction, in SOCIETY'S sole discretion. In the event of such restoration, the Lease shall not terminate. If SOCIETY chooses not to restore the 6 Premises, this Lease shall terminate immediately by giving written notice to DISTRICT. SOCIETY'S Rent shall not be abated for any period during when the Premises is rendered unusable as a result of damage or destruction of the Premises. C. If SOCIETY elects to terminate this Lease all insurance proceeds shall be paid to DISTRICT. Upon termination of this Lease by SOCIETY under this Section, the $50,000 Rent paid in advance, shall be prorated over the five year term of this Lease and the amount allocable to the remainder of the five year term shall be returned to the Society. B.7. QUIET ENJOYMENT: DISTRICT covenants that SOCIETY shall at all times during the said term peaceably and quietly have, hold, and enjoy the Premises without suit, trouble or hindrance from or on account of DISTRICT as long as SOCIETY fully performs hereunder. B.8. DEFAULTS: A. Default By SOCIETY: The occurrence of any of the following shall constitute a material default and breach of this Lease by SOCIETY: (1) SOCIETY'S failure to comply with any material term or provision of this Lease if such failure continues for thirty (30) days after written notice of the failure from DISTRICT to SOCIETY specifying the nature of said breach. If the required cure of the noticed default cannot be completed within thirty(30) days, SOCIETY'S failure to perform shall constitute a default under the Lease unless SOCIETY undertakes to cure the failure within thirty(30) days and diligently and continuously attempts to complete the cure as soon as reasonably possible. (2) SOCIETY is declared insolvent according to any law; or assignment of SOCIETY'S property is made for the benefit of creditors; or a receiver or trustee is appointed for SOCIETY or its property; or the interest of SOCIETY under this Lease is levied on under execution or other legal process; or any petition is filed by or against SOCIETY to declare SOCIETY bankrupt (provided that no such levy, execution, legal process or petition filed against SOCIETY shall constitute a breach of this Lease if SOCIETY shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within thirty (30) days from the date of its creation, service or ding). (3) The abandonment of the Premises by SOCIETY for a period of sixty(60) days after written notice of abandonment from DISTRICT under Civil Code Section 1951.3. B. DISTRICT'S Rights in the event of SOCIETY'S Default. In the event of a default by SOCIETY, DISTRICT shall have all or any of the following rights: (1) DISTRICT, in its sole discretion, at any time after SOCIETY commits a default, can care the default at SOCIETY'S cost. If DISTRICT at any time, by reason of SOCIETY'S default, pays any sum or does any act that requires the payment of any sum, SOCIETY shall be required to reimburse the District for all sums expended and any sum paid at a later date shall bear interest at ten percent (10%) from the date the sum is paid by DISTRICT until DISTRICT is reimbursed by SOCIETY. The sum, together with interest 7 on it, shall be Additional Rent, and SOCIETY is obligated to pay such amounts immediately upon demand. (2) DISTRICT may re-enter and repossess the premises and remove all persons and property therefrom. (3) DISTRICT may pursue any other remedy now or hereafter available to DISTRICT under California law. Cb Default By DISTRICT: The occurrence of the following shall constitute a material default and breach of this Lease by DISTRICT: DISTRICT'S failure to comply with any material term or provision of this Lease if such failure continues for thirty(30) days after written notice of the failure from SOCIETY to DISTRICT 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, DISTRICT'S failure to perform shall constitute a default under the Lease unless DISTRICT undertakes to cure the failure within thirty(30)days and diligently and continuously attempts to complete the cure as soon as reasonably possible. D. SOCIETY'S Rights in the event of DISTRICT'S .Default. In the event of a default by DISTRICT, SOCIETY may terminate the Lease and quit the Premises without farther cost or obligation. Upon such termination of the Lease by Society, the $50,000 Rent paid in advance, shall be prorated over the five year term of this lease and the amount allocable to the remainder of the five year term shall be returned to the SOCIE'T'Y. B.9. SURRENDER OF PREMISES: On the last day of the said term, or sooner termination of this Lease, SOCIETY will peaceably and quietly leave and surrender to DISTRICT the Premises with their appurtenances and fixtures (except signs and fixtures referred to hereinabove)in good order, condition, and repair, reasonable use and wear thereof and damage by earthquake, fire, public calamity, by the elements, by Act of Clod, or by circumstances over which SOCIETY has no control excepted. SOCIETY shall not be liable for painting the interior of the Premises upon termination of this Lease. B.10. SUCCESSORS AND ASSIGNS: Subject to the restrictions on assignment or subletting contained in Section C.I. hereof, 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. Bb11. SEVERABILITY: In the event that any provision herein is held to be invalid by any court of competent jurisdiction, the invalidity of any such provision shall not materially prejudice either the SOCIETY or DISTRICT in its respective rights and obligations contained in the valid provisions of this Lease. 13,12. WASTE: NUISANCE: SOCIETY shall not commit, or suffer to be committed, any waste upon the Premises, or any nuisance or other act or thing which may disturb the quiet enjoyment of any neighbor. 8 LEASE 1500 West 4" Strut Antioch, California to Antioch Historical Society SECTION C: SPECIAL PROVISIONS Cal, ASSIGNMENT OR SLTLEASE: SOCIETY shall not have the right to assign this Lease, or any part thereof at any time during the term of this Lease or extension thereof. SOCIETY shall have the right to license the grounds or portions of the building on a single day use basis for social functions such as wedding receptions, designed to financially support the SOCIETY. SOCIETY may sublease portions of the Premises provided the use of the Premises by the sublessee complies with Section B.2. hereof. C<2e PROPERTY TAXES: SOCIETY shall pay for all the City and/or County taxes levied against the Premises or the SOCIETY, including possessory interest tax. C.3o INSPECTION: The DISTRICT reserves the right to enter the Premises between the hours of 9:00 a.m. and 4:30 p.m., Monday through Friday, holidays excepted, on days when the museum is open, or with 24 hour notice for days when the museum is closed, or at any time in an emergency, and to employ the proper representative or contractor in order to see that the property is being reasonably cared for, that no waste is being made, and that all things are done in the manner best calculated for the preservation of the property, and in full compli- ance with the terms and conditions of this Lease. CA. HAZARDQUS MATERIALS: AQ Hazardous Substance Defined. Except as provided herein, "Hazardous Substance," as used in this Lease, shall be defined to include any toxic substance, hazardous substance, hazardous material, or hazardous waste, pollutant or contaminant which is or during the term of this Lease becomes regulated by any local governmental authority,the State of California, the United,States government, or any local government authority having jurisdiction over the Premises. Hazardous Substance includes, but is not limited to: (1) Any "hazardous substance" as that term is defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA)(42 I.)T.S.C. § 9601-9675); (2) "Hazardous Waste" as that term is defined in the Resource Conservation and Recovery Act of 1976 (RCIZA) (42 U.S.C. §§ 6901-6992(k); (3) Petroleum Products; (4) Polychlorinated biphenyls (PCBs) and substances or compounds containing PCBs. (5)Asbestos Containing Materials (ACM's) -9- B. Environmental Release and Indemnity. (1) Except as premitted by law, SOCIETY shall not release, use, generate, manufacture, store or dispose of on, under or about the Premises or transfer any Hazardous Substance to or from the Premises. SOCIETY agrees to hold harmless, defend, indemnify and protect DISTRICT and its employees, agents and officials from and against all liability, loss, damage, costs, penalties, fines and/or expenses (including attorneys fees and court costs) arising out of or in any way connected with (1) SOCIETY'S breach or violation of any covenant, warranty or prohibition in this Lease concerning environmental matters or(2) the activities, acts or omissions of SOCIETY, its agents, employees, servants, contractors, subtenants, licensees, or business invitees in or about the Leased Premises which affects the Leased Premises after conveyance of this Lease regarding the release,discharge transportation or storage of any Hazardous Substance or other kinds of contamination or pollutants of any kind into the air, soil, groundwater or surface water on, in,under or from the Leased Premises, whether such condition, liability, loss, damage, cost, penalty fine and/or expense shall accrue or be discovered before the commencement of or after the termination of this Lease. (2) SOCIETY acknowledges that DISTRICT has advised that the building located on the Premises contains or is likely to contain asbestos containing materials (AGMs). SOCIETY also acknowledges that DISTRICT has advised SOCIETY that there exists an underground fuel tank on the Premises. SOCIETY accepts the Premises in an "as is" physical condition, with no warranty, express or implied, on the part of the DISTRICT as to any matter, including but not limited to the condition of the water, subsurface strata, ambient air, the soil, the geology of the soil, the condition of any improvements on the Premises, the presence of known or unknown faults or Hazardous Substance in, on, under, at or in the vicinity of the Premises, or the suitability of the Premises for the SOCIETY's intended use. To the best knowledge of the County Administrator, DISTRICT is not concealing any knowledge of the presence of contamination possessed by the County Administrator's office, provided, however that DISTRICT makes no representation regarding what would be revealed by a review and search of its records, interviews of its employees or past employees or the undertaking of due diligence to discover any information or knowledge not now known by the County Administrator. (3) SOCIETY agrees that neither SOCIETY, nor its heirs, successors or assigns shall ever claim,have or assert any right or action against DISTRICT for any loss, damage or other matter arising out of or resulting from the presence of any Hazardous Substance or any other condition of the Premises or from the release of any Hazardous Substance in, on or in the vicinity of any part of the Premises or in the soil, water, subsurface strata or ambient air by any person, whether such condition or release occurred prior to, at, or following the commencement of this Lease. SOCIETY shall defend, save, protect, indemnify and hold DISTRICT harmless from and against all liabilities, claims, actions, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement -10- of claims and all consultant, expert and legal fees and expenses of DISTRICT's counsel) or loss directly or indirectly arising out of or related to any condition of the Premises, including but not limited to the presence of any Hazardous Substance in or around any part of the premises or in the sail,groundwater or soil vapor on or under the premises, and also 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, whether such condition occurred prier to or following the commencement of this Lease. Nothing in this section is intended in any way to restrict the right of SOCIETY to seek contribution or indemnity from any person or entity other than DISTRICT whose activities are a cause of any discharge, leakage, spillage or emission. of Hazardous Substance on or to the Premises. C. Survival. The acknowledgements,warranties, agreements and obligations of SOCIETY under this section CA shall survive the expiration or earlier termination of this Lease and the exercise of the option to purchase contained herein, and, if the option is exercised, shall not merge with the delivery to SOCIETY of the Deed, until all claims within the scope of this section are fully, finally and absolutely barred by the applicable statute of limitations. C.5. QPTIQN TO ]PURCHASE.- A. Option. DISTRICT hereby grants to SOCIETY, the exclusive option to purchase the real property described in Exhibit A ("Premises") on the terms and conditions in this Section ("Option"). AS MATERIAL CONSIDERATION FOR THIS OPTION, SOCIETY SPECIFICALLY WARRANTS,ACKNOWLEDGES ANI)AGREES THAT IF THE SOCIETY PURC1 ASES THE PROPERTY,THE PROEPRYT WILL BE ACQUIRED IN "AS IS CONDITION WITH ALL FAULTS" BASIS AND THAT SOCIETY IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF ANY RIND WHATSOEVER, EXPRESS OR IMPLIED, FROM DISTRICT, ITS AGENTS, OR BROKERS AS TO ANY MATTERS CONCERNING THE PREMISES, INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical condition of the Premises, including, but not limited to, the structural elements, foundation, roof, appurtenances, access, landscaping, parking facilities and the electrical, mechanical, HVAC, plumbing, sewage, and utility systems, facilities and appliances, (ii) the quality,nature, adequacy, and physical condition of soils, geology and any ;groundwater, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Premises, (iv) the development potential of the Premises, and the Premises' use, habitability, merchantability, or fitness, suitability,value or adequacy of the Premises for any particular purpose, (v) the zoning or other legal status of the Premises or any other public or private restrictions on use of the Premises, (vi) the compliance ofthe Premises or its operation with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governnnental or quasi-governmental entity or of any other person or entity, (vii) the presence of Hazardous Substances on, under or about the Premises or the adjoining _11- or neighboring property, (viii) the quality of any labor and materials used in any improvements on the Real Property, (ix) the condition of title to the Premises, (x) the leases, contracts, or ether agreements affecting the Premises and(xi)the economics of the operation of the Premises. SOCIETY agrees that neither SOCIETY, nor its heirs, successors or assigns shall ever claim, have or assert any right or action against DISTRICT for any loss, damage or other matter arising out of or resulting from the presence of any Hazardous Substance or any other condition of the Premises or from the release of any Hazardous Substance in, on or in the vicinity of any part of the Premises or in the soil, water, subsurface strata or ambient air by any person, whether such condition or release occurred prior to or following the SOCIETY's purchase of the Premises. SOCIETY shall defend, save, protect, indemnify and hold DISTRICT harmless from and against all liabilities, claims, actions, foreseeable and unforeseeable consequential damages, costs and expenses (including sums paid in settlement of claims and all consultant, expert and legal fees and expenses of DISTRICT's counsel) or loss directly or indirectly arising out of or related to any condition of the Premises, including but not limited to the presence of any Hazardous Substance in or around any part of the Premises or in the soil, groundwater or soil vapor on or under the Premises,and also 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, whether such condition occurred prior to or following the SOCIETY's purchase of the Premises. Nothing in this section is intended in any way to restrict the right of SOCIETY to seek contribution or indemnity from any person or entity other than DISTRICT whose activities are a cause of any discharge, leakage, spillage or emission of Hazardous Substance on or to the Premises. B. Term of Option. The term of this Option shall commence on March 16, 1999, and shall automatically terminate on March 15, 2004, unless, prior to said termination date the Option is expressly extended in writing and signed by both parties ("Option Term"). This Option shall not continue to exist during any hold over period of this Luse without the prior, express, written consent of the DISTRICT, and shall not be automatically extended under Section B.1 of this lease. C. Exercise. This Option may be exercised by SOCIETY'S delivering to DISTRICT before the expiration of the Option Term written notice of the exercise (`Exercise Notice"). In the case of notice by certified or registered mail, notice shall be deemed given on the date that the notice is mailed in any United States Post Office. D. Terms and Purchase Price. (1) Escrow. If the SOCIETY exercises this Caption, the sale shall be consummated through an escrow at a title company mutually selected by DISTRICT and SOCIETY("Title Company"). Escrow shall be deemed to be opened on the date the Exercise Notice has been delivered to escrow. The parties shall execute all documents required by the Title Company so long as they are consistent with the previsions of this Section. Escrow shall close no later -12- than one hundred twenty (120) days after the date the Exercise Notice was delivered to DISTRICT. If escrow does not close within said 120 day period, through no fault of the DISTRICT, or matters regarding the condition of the title,DISTRICT shall have no obligation to complete the sale unless DISTRICT agrees by separate writing to complete the sale. Escrow shall be deemed to be closed and the Property shall be deemed to be conveyed on the date the deed to SOCIETY is recorded ("Closing Date"). Transfer taxes and recording fees on the deed, charges of escrow and all other closing costs will be paid stalely by SOCIETY. If SOCIETY desires title insurance, SOCIETY will be solely responsible to pay the premium charged therefor. (2) Purchase Price. The purchase price ("Purchase Price") for the Premises during the Option Term is the sum of ONE HUNDRED TWENTY .FIVE THOUSAND AND NO/100 DOLLARS ($125,000.00) plus 5%per annum simple interest from March 16, 1999, to the date of close of escrow. (3) Conditions of Purchase and Deed. If SOCIETY exercises this Option, the DISTRICT will convey title to the Premises by grant deed in substantially the form attached hereto as Exhibit B (Grant Deed) and made a part hereof. The property is conveyed to the SOCIETY subject to the following: covenants, conditions and restrictions which are material consideration. to the DISTRICT for granting this Option and the conveyance of the Premises to the SOCIETY. (a) The Premises will be conveyed to the SOCIETY subject to all liens, encumbrances, restrictions or conditions whether recorded or unrecorded. (b) The SOCIETY shall be required to execute and deliver to DISTRICT, in recordable form, a right of first offer to repurchase the Premises ("Right of First Offer") in substantially the form attached hereto as Exhibit C and made a part hereof. (c) The SOCIETY agrees that if the conveyance is made, the property will continuously be maintained as a Regional Public History and Cultural Center, as that term is described in Section B.2. of this Lease, open to and for the benefit of the public. The deed to the SOCIETY ( as "Grantee") will contain such covenants, conditions and restrictions as are necessary to provide for the continued use of the property as Regional Public History and Cultural Center, open to and for the benefit of the public, including but not limited to the following: (i)The use of the Premises shall be restricted to Regional Public History and Cultural Center purposes for the benefit of the public, as that term is described in Section B.2. of this Lease, and will require the Grantee to continuously use the Premises for such purpose (this is not intended to limit incidental day use of the Premises for things such as private wedding receptions); (ii) the Premises shall be generally open to the public and without charge to teachers or students on field trips from any school in Contra Costa County, (iii) the Grantee shall allow governmental agencies or other recognized historical societies to use the Premises for special events at a cost which does not exceed the actual cost of providing personnel to open and lock the building, janitorial service, utilities and insurance and the cost of any maintenance or repair caused by the user("Actual Cost"); (iv) the Grantee shall provide the DISTRICT with an accounting of all charges at DISTRICT's request and to refund any amount DISTRICT determines to be an overcharge; and(v) the Grantee shall allow other recognized historical organizations to lease the premises or portions thereof, subject to Grantee's discretion with respect to available space, nature of use, and subject to reasonable rules and regulations established by Grantee at a rental rate not to exceed the Actual Cost. E. Destruction of Premises. If the Premises is damaged by an uninsured casualty between the date SOCIETY exereses the Option and the close of .Escrow, and the cost of repair exceeds $50,000 then SOCIETY shall have the right to rescind the exercise of its Option and terminate the Lease. In all other cases, if the Property is damaged by an insured casualty between the date SOCIETY exercises the Option and the close of Escrow, SOCIETY shall nevertheless close the purchase of the Premises. F. Assignment, Successors and Third-Party Rights. The SOCIETY shall not have the right to assign any rights under this Option to any party. Ge Survival. The acknowledgements, warranties, agreements and obligations of SOCIETY under this Section shall survive the assignment, expiration or termination of this Lease and the exercise of the Option and shall not merge with the delivery to SOCIETY of the Deed. The acknowledgements,warranties, agreements and obligations of SOCIETY under this Section will terminate upon termination of the DISTRICT's RIGHT OF FIRST OFFER. C.6, PERIMITS AND APPROVALS. SOCIETY shall be responsible for obtaining any permits or approvals from any agency having jurisdiction over the Premises. .This Agreement does not constitute governmental approval by DISTRICT of any use. EXHIBITS EXHIBIT A: PREMISES. EXHIBIT B: GRANT DEET EXHIBIT C: RIGHT OF FIRST OFFER AGREEMENT G:\GrvData1Rea1Prop\1999-Files\99-2\AntiochHistoricalSocietyLease.doc -14- EXHIBIT „A" CLD REPUBLIC TI'T'LE COMPANY OBER NC1, 215496-CO UPDATE The land referred to in this Report is Situated in the County of Contra Costa, City of Antioch, State of California, and Is described as follows, A portion of Rancho Los Medanos, more particularly described as follows Beginning at a paint on the North line of the County Highway from Antioch to Pittsburg, said North line being the direct production, West of the North line of 4th Street (formerly Marsh Street) of the Town of Antioch, from which point of beginning the intersection of the West incorporation line of the 'down of Antioch with said North line of the County Highway bears East 720.0 feet along said North bine distant; thence from said point of beginning along said North line of Highway and its direct production, West 300 feet to a point, thence North 400 feet to a stake, thence East 300 feet to a stake! thence South 460 feet to the point of beginning. Excepting Therefrom: that portion thereof described in the deed to .john Vantress, recorded October 1, 1974, nook 7335, Official Records, Page 222. Excepting Therefrom: that portion thereof described in the Deed to Gaylord Container Corporation, recorded February 27, 1997, Series No. 97-32586, Official Records. (Being APN 074040-026) t .4P K Recorder!at the request of: i Antioch Historical Society EXHIBIT "B" Return to: Antioch Historical Society 2810 Lone Tree way#8 Antioch,CA 94509-4956 Attn: Elizabeth Rimbault € Assessor's Parcel No. 074-040-026 GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT, a county fire protection district, organized pursuant to Health & Safety Codes § 13801, et seq., successor in interest to the Riverview Fire Protection District, Grants to the ANTIOCH HISTORICAL SOCIETY, a California corporation, the following described real property in the City of Antioch, County of Contra Costa, State of California, FOR DESCRIPTION SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF, CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT Dated By STATE OF CALIFORNIA Chair, Board of Supervisors ) COUNTY OF CONTRA COSTA ) On before me, Phil Batchelor, Clerk of the Board of Supervisors and County Administrator, Contra Costa County, personally appeared, who Is personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same In his/her/their authorized capacity(€es), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the Instrument. By: Deputy Clerk PS:gpp G:\GrpDatelRealPropklgWFlies\gg-ZDE3-M-AndilstSoc.doc a a 9 a EXHIBIT "At' QLD REPUBLIC TITLE COMPANY ORDER NO. 215496-CO UPDATE The land referred to in this Report is situated in the County of Contra Costa, City of Antioch, State of California, and is described as follows: A portion of Rancho Los Medanos, more particularly described as follows: Beginning at a point on the North line of the County Highway from Antioch to Pittsburg, said North line being the direct production, Nest of the North line of 4th street (formerly Marsh Street) of the Town of Antioch, from which point of beginning the intersection of the crest incorporation line of the Town of Antioch with said North line of the County Highway bears East 720.0 feet along said North line distant; thence from said point of beginning along said North line of Highway and its direct production, Went 300 feet to a point, thence North 400 feet to a stake, thence East 300 feet to a stake; thence south 460 feet to the point of beginning. Excepting Wherefrom: that portion thereof described in the deed to John Vantress, recorded October 1, 1974, Book 7335, Official Records, Page 222. Excepting Therefrom: that portion thereof described in the Deed to Gaylord Container Corporation, recorded February 27, 1997, series No. 97-32586, Official Records. (Being APN 074-040-026) When Recorded Return to: Contra Costa County Public Works Department Real Property Division 255 Glacier Drive Martinez,CA 94553 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS REGARDING PROPERTY AND RICHT OF FIRST OFFER AGREEMENT BETWEEN ANTIOCH HISTORICAL SOCIETY AND CONTRA COSTA COUNTY FIRE PROTECTION DISTRICT This Declaration of Covenants, Conditions and Restrictions Regarding Property and Right of First Offer Agreement ("Agreement") is made as of ("Effective Date") between the Antioch Historical Society, a California corporation ("Grantor") and the Contra Costa County Fire Protection District, a county fire protection district ("District"). RECITALS A. Grantor acquired the Property from Grantee by Grant Deed of even date herewith ("Deed"), under the terms of the option ("Option") contained in the Lease Agreement between the parties dated March 16, 1999 ("Lease"), on the condition that the Property continuously be maintained open to and for the benefit of the public as a Regional Public History and Cultural Center, as that term is defined in the Lease. This Agreement and the terms and conditions contained in the Option and the Deed, were and are material consideration for Grantee's agreement to convey title to the Property to Grantor. S. As the result of the acquisition of the Property from Grantee, Grantor is the owner of certain real property described in Exhibit"A"attached hereto and incorporated herein by reference ("Real Property") and the improvements constructed on the Real Property ("Improvements"), more commonly known as 1500 West 41' Street, Antioch, California (collectively"Property") C. Grantor and Grantee desire to impose covenants, conditions and restrictions on the Property which shall govern the use of the Property during grantor's ownership. In addition, Grantor desires to grant to Grantee and Grantee desires to obtain from Grantor, a right of first offer to purchase the Property, together with all rights of Grantor to adjoining streets, rights of way, easements, and all other appurtenant rights on the terms and conditions contained herein. EXHIBIT C Page 4 of 7 For good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties agree as follows: AGREEMENT Section 'I. Covenants, Conditions and Restrictions. The conveyance of the Property to the Grantor was and is made expressly subject to the following covenants, conditions and restrictions which shall remain in effect during the term of this Agreement. These covenants, conditions and restrictions shall apply only for so long as Grantor owns the Property and will terminate upon termination of this Agreement. (a) The property will continuously be operated and maintained as a Regional Public History and Cultural Center, open to and for the benefit of the public, and for no other purpose. This restriction is not intended to limit incidental day use of the Property for things such as private wedding receptions. The term "Regional Public History and Cultural Center" is defined to mean use of the property for the purpose of staring and displaying materials illustrating the history of the City of Antioch and Contra Costa County and providing for exhibits and festivities celebrating the different cultures within the Antioch Community and the County of Contra Costa. (b) The property shall be open to the public and without charge to teachers or students on field trips from any school in Contra Costa County. (c) Governmental agencies or other recognized historical societies shall have the right to use the property for special events at a cost which does not exceed the actual cost of providing personnel to open and lock the building,janitorial service, utilities and insurance and the cost of repairs and maintenance caused by the other recognized historical societies ("Actual Cost"). (d) Other recognized historical organizations shall have the right to lease the Property or portions thereof subject to Grantor's discretion with respect to available space, nature of use and subject to reasonable rules and regulations established by Grantor at a rental rate not to exceed the Actual Cost. Section 2. Right of First Offer. (a) Grantor shall not sell or agree to sell the Property,without first offering the Property to Grantee. The word "sell" shall include any transfer, conveyance, assignment, hypothecation, or pledge of all or any portion of the Property or Grantor's interest in the Property. EXHIBIT C Page 2 of 7 (b) Prior to Grantor entering into an agreement for the marketing of the Property or otherwise selling or agreeing to sell the Property, Grantor shall offer in writing ("First Offer")to sell the Property at the Grantee's Purchase Price, as that term is defined below. The First Offer shall include Grantor's initial determination of the Grantee's Purchase Price for the Property calculated as described below and Supporting Documentation as identified herein (c) The Grantee's purchase price for the Property ("District's Purchase Price")shall be the sum of ONE HUNDRED SEVENTY-FIVE THOUSAND AND NOt100 ($175,000) plus "Unreimbursed Retrofit and Restoration Costs" as defined hereinbelow. "Unreimbursed Retrofit and Restoration Costs" are defined to be the actual costs incurred by the Grantor for reasonable and necessary structural retrofit of the building on the Property, to restore the building or systems serving the Property, or for the clean-up of Hazardous Substances (as that term is defined in the Lease) during the Grantor's ownership of the Property, over and above the amount of any State, Federal or other grants which the Grantor received for the structural retrofit or restoration of the Properly. Unreimbursed Retrofit and Restoration Costs shall not include and Grantee shall not be required to pay costs attributable to the normal repair or maintenance of the Property or any other improvement cost spent on the Property for the sole benefit of Grantor. In addition to the foregoing, Unreimbursed Retrofit and Restoration Costs shall not include, and there shall be deducted from any actual retrofit or restoration costs, the amount of any State, Federal or other grants which Grantor receives for the .structural retrofit or restoration of the Properly. Grantor shall submit to the Grantee with the First Offer all accounting information verifying the amount of the Unreimbursed Structural Retrofit or Restoration Costs ("Supporting Documentation"), including but not limited to construction contracts and grant information, available to Grantor to enable Grantee to determine the amount of the Unreimbursed Retrofit and Restoration Costs and the total District's Purchase Price. (d) Grantee shall have 90 days from the date it receives the First Offer and the Supporting Documentation ("First Acceptance Period"), at Grantee's option, to either (i) "Accept"the First Offer at Grantor's initial determination of the District's Purchase Price; (ii) "Conditionally Accept" Grantor's First Offer subject to further negotiation of the District's Purchase Price or(III) Reject the First Offer, by delivering to Grantor its notification on or before 5:00 p.m. on the last day of the First Acceptance Period. If the Grantee fails either to Accept or Conditionally Accept the First Offer on or before the last day of the First Acceptance Period, the First Offer shall be deemed to be rejected. EXHIBIT C Page 3 of 7 (e) If Grantee Conditionally Accepts the First Offer then, within 30 days following the- Conditional Acceptance, the parties will meet and negotiate in an effort to reach agreement on the District's Purchase Price. If the parties are unable to agree on the District's Purchase Price within a reasonable time, either party may request that the matter be submitted to binding arbitration before a single neutral arbitrator, selected jointly by the parties. The sole purpose of the arbitration shall be to determine the amount of the Unreimbursed Retrofit and Restoration Costs and the District's Purchase Price. The arbitrator shall have substantial experience in the geographic real estate market where the Property is located. The arbitrator shall conduct an arbitration under the provisions of the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted in Contra Costa County, California, unless the parties agree in writing to another location. If the parties cannot agree on an arbitrator within the thirty (30) day period, the matter will be submitted to the American Arbitration Association ("AAA`') for the immediate selection of the arbitrator. Costs and fees of the arbitrator shall be borne by the nonprevailing party unless the arbitrator for good cause determines otherwise. Each party shall pay its own attorneys fees, expert and non expert witness expenses and other costs and expenses incurred in connection with the arbitration. (f) Grantee shall have 30 days following receipt of the arbitrator's decision to either (1) Accept the First Offer at the District's Purchase Price as determined by the arbitrator; or(ii) Deject the First Offer(Final Acceptance Period). If the Grantee fails to Accept the First Offer on or before the last day of the 30 day Final Acceptance Period, the First Offer shall be deemed to be rejected. (g) If Grantee Accepts the First Offer, during either the First Acceptance Period or the Final Acceptance Period, the parties shall use their best efforts to consummate the purchase and sale of the Property within 90 days following acceptance of the First Offer("Closing Period") or within a reasonable time thereafter. (h) If Grantee Rejects the First Offer, Grantor shall be free to sell the Property to any third party for any use free and clear of the covenants, conditions and restrictions set forth in Paragraph 1 of this Agreement.. Section 3. Consideration. The consideration for this Agreement is the sale of the Property by the Grantee to the Grantor under the terms contained in the Option, and the terms and conditions contained herein. Section 4. Term. Grantee's right of first offer shall begin with the Effective Date of this Agreement and continue in effect for ninety (90)years, in accordance with Probate Code section 212O5(b), unless sooner terminated in accordance with the terms of this Agreement. EXHIBIT C Page 4 of 7 Section 5. Termination. This Agreement shall automatically terminate on the first of the following events to occur: (a) The expiration of the term, as it may be extended; (b) Grantee rejects the First Offer and Grantor subsequently consummates a sale of the Property to a third party pursuant to the terms of the First Offer or Second Offer; or (c) The purchase of the Property by Grantee. Upon termination of this Agreement, at the request of Grantor, Grantee shall deliver to Grantor an executed quitclaim deed. Section 6. Successors and Assigns. Grantee shall have the right to assign Grantee's rights and obligations under this Agreement to Contra Costa County. This Agreement shall be binding on the parties and their respective successors, heirs and assigns and shall be binding on all future owners of the Property until such time as this Agreement terminates. Section 7. Notices. All notices (including requests, demands, approvals or other communications) under this Agreement shall be in writing. (a) Notice shall be sufficiently givers for all purposes as follows: (1) When delivered by first class mail, postage prepaid, notice shall be deemed delivered three (3) business days after deposit in the United States Mail. (2) When mailed by certified mail with return receipt requested, notice is effective on receipt if delivery is confirmed by a return receipt. (3) When delivered by overnight delivery by a nationally recognized overnight courier, notice shall be deemed delivered one (1) business day after deposit with that courier. (4) When personally delivered to the recipient, notice shall be deemed delivered on the date personally delivered. (b) The place for delivery of all notices given under this Agreement shall be as follows: Grantor: Antioch historical Society 2810 Lone Tree Way#8 Antioch, CA 94809-4986 EXHIBIT C Page 5 of 7 Grantee: Contra Costa County Real Property Division Public Works Department 255 Glacier drive Martinez, CA 94553 or to such other addresses as Grantor and Grantee may respectively designate by written notice to the other. Section 8. Construction. The section headings and captions of this Agreement are, and the arrangement of this instrument is, for the sole convenience of the parties to this Agreement, The section headings, captions and arrangement of this instrument do not in any way affect, limit, amplify or modify the terms and provisions of this Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. The parties to this Agreement and their counsel have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Agreement. The Recitals, are and shall be enforceable as, a part of this Agreement. Section g. Voluntary Execution of Agreement; Cooperation. Grantor and Grantee have freely and voluntarily executed this Agreement and are not acting under coercion, duress, menace, economic compulsion, or because of any supposed disparity of bargaining power; rather, Grantor and Grantee are freely and voluntarily signing this Agreement for their own benefit. The parties hereto shall reasonably cooperate with each other to fulfill the terms and conditions of this Agreement and shall not take any action to attack, set aside, void, abrogate or annul this Agreement. Section 10. Governing Law. This Agreement shall be governed and construed in accordance with California Law. The venue for any legal action pertaining to this Agreement shall be Contra Costa County, California. Section 11. Severability. In the event that any provision herein is held to be invalid by any court of competent jurisdiction, the invalidity of any such provision shall not materially prejudice either the Grantor and Grantee in its respective rights and obligations contained in the valid provisions of this Agreement. Section 12. Entire Agreement. This Agreement, the Deed, the Lease and the Option contain the entire agreement between Grantor and Grantee with respect to the subject matter hereof. There are no representations or promises made to any party hereto concerning the subject matter of this Agreement except as set forth herein. it is expressly understood by each of the parties that this Agreement may not be altered, amended, modified or otherwise changed in any respect whatsoever, except by a writing executed by Grantor and Grantee. EXHIBIT C Page 6 of 7 BY AFFIXING HIS/HER SIGNATURE BELOW,EACH OF THE PERSONS SIGNING THIS AGREEMENT REPRESENTS THAT HE/SHE HAS READ AND UNDERSTANDS THIS AGREEMENT, THAT HE/SHE IS AUTHORIZED TO SIGN THIS AGREEMENT,AND THAT THE PARTY ON BEHALF OF WHOM HE/SHE SIGNS THIS AGREEMENT SHALL BE BOUND BY ITS TERMS. SIGNATURE BLOCK DISTRICT SOCIETY CONTRA COSTA COUNTY FIRE ANTIOCH HISTORICAL SOCIETY, a PROTECTION DISTRICT, a county fire California corporation protection district By By Chair, Board of Supervisors President ATTEST: Phil Batchelor By Clerk of the Board of Supervisors Secretary and County Administrator By BY Treasurer Approved as to form Victor J. Westman County Counsel BY Director By Deputy Exhibit A - Legal Description PS:gpp G:1GrpDaWRealProp\1999-FEles199-2%F8T0FFERA GR 4dc March 8,1999 EXHIBIT C Page 7 of 7 EXHIBIT "A" OLD REPUBLIC TITLE COMPANY � 0RDER NO- 21.5495--CO UPDATE The land referred to in this Report is situated in the County of Contra Costa, City of Antioch, State of California, and is described as follows: -- - - - A portion of Rancho Less Medanos, more particularly described as follows: Beginning at a point on the North line of the County Highway from Antioch to Pittsburg, said North line being the direct production, West of the North line of 4th Street (formerly Marsh Street) of the Town of Antioch, from which paint of beginning the intersection of the West incorporation lire of the Town of Antioch with said North line of the County Highway bears Hast 720.0 feet along said North 'Line distant; thence from said point of beginning along said North line of Highway and its direct production, West 300 feat to a point; thence North 400 feet to a stake, thence Hast 300 feet to a stake, thence South 450 feet to the point of beginning. Excepting Therefrom: that portion thereof described in the deed to John Vantress, recorded October 1, 1974, Hook 7335, Official Records, Page 222. Excepting Therefrom: that portion thereof described in the Deed to Gaylord Container Corporation, recorded February 27, 1997, Series No. 97° 32555, Official Records. (Being APN 074-040-026) r ..