HomeMy WebLinkAboutMINUTES - 05232006 - C.48 X
TO: BOARD OF SUPERVISORS ❑ CONTRA
FROM: MICHAEL J. LANGO, DIRECTOR OF GENERAL SERVICES COSTA
DATE: MAY 23, 2006 O U NTY
SUBJECT: AGREEMENT TO TRANSFER 45 CIVIC AVENUE, PITTSBURG
(PITTSBURG-DELTA COURT) TO THE STATE OF CALIFORNIA
AND TO LEASE BACK A PORTION OF THE PITTSBURG-
DELTA COURT FACILITY FOR COUNTY USE (T00150)
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION
1. APPROVE a Transfer Agreement from the County to the Judicial Council of California,
Administrative Office of the Courts (AOC); to transfer responsibility and title to the Pittsburg-
Delta Court property, 45 Civic Avenue, Pittsburg.
2. APPROVE a Lease Agreement for County use of offices in the Pittsburg-Delta Court building,
45 Civic Avenue, Pittsburg.
3. AUTHORIZE the Chair, Board of Supervisors, to EXECUTE the Transfer Agreement and Grant
Deed upon recommendation of the General Services Director and approval as to form by
County Counsel.
4. AUTHORIZE the General Services Director, or designee, to execute the Lease Agreement for
County use of offices at 45 Civic Avenue, Pittsburg.
5. AUTHORIZE the General Services Director, or designee, to execute any other documents
necessary for the transfer of responsibility and title to the 45 Civic Avenue, Pittsburg property to
the AOC.
6. DETERMINE that the above project is a Class 1 (a) Categorical Exemption under the California
Environmental Quality Act (CEQA).
7. DIRECT the Director of Community Development, or designee, to file a Notice of Exemption with
the County Clerk, and DIRECT the Director of General Services, or designee, to arrange for the
payment of the handling fees to the Community Development Department and County Clerk for
filing of the Notice of Exemption.
CONTINUED ON ATTACHMENT: YES SIGNATURE:
_/RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITTEE
,APPROVE _OTHER
SIGNATURE(S):
ACTION OF BOA APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
UNANIMOUS(ABSENT
AYES: NOES:
ABSENTS: ABSTAIN:
MEDIA CONTACT:MICHAEL J. LANGO(313-7100)
Originating Dept.:General Services Department
cc: General Services Department I HEREBY CERTIFY THAT THIS ISA TRUE
Administration AND CORRECT COPY OF AN ACTION TAKEN
AND ENTERED ON THE MINUTES OF THE BOARD
Accounting OF SUPERVISpf S ON THE DATE SHOWN.
County Administrator's Office
County Counsel ATTESTED
Auditor-Controller(via GSD) JOHN CULL ' LEAK HE BOA D OF SUPERVISORS
AND OLIN DMINISTRATOR
BY O DEPUTY
C:\DOCUME-1\jenea\LOCALS-1\Temp\c.lotus.notes.data\-9525739.doc Page 1 of 2 M382(10188)
AGREEMENT TO TRANSFER 45 CIVIC AVENUE, May 23, 2006
PITTSBURG (PITTSBURG-DELTA COURT) TO THE
STATE OF CALIFORNIA AND TO LEASE BACK A
PORTION OF THE PITTSBURG-DELTA COURT
FACILITY FOR COUNTY USE (T00150)
FINANCIAL IMPACT
The Trial Court Facilities Act of 2002 requires the County to pay the State for annual maintenance
costs for court facilities effective on the date of transfer of responsibility for each facility. The annual
payment is based upon actual costs over a five-year period from FY 1995-96 to FY 1999-00, adjusted
for inflation. The Court Facility Payment of $183,661 for 45 Civic Drive, Pittsburg has been approved
by the State Department of Finance. This amount may be slightly different after adjusting for inflation
for the past three months. Funding for this payment has been included in the FY 2006-07 County
budget. The County currently occupies 810 square feet of the 23,118 square feet building. The AOC
is buying the County's equity share for $85,000, and is leasing back that space to the County at a
cost of$1,050 per month.
BACKGROUND
The Trial Court Facilities Act of 2002 was adopted to provide for the transfer of responsibility for
funding and operation of trial court facilities from the counties to the AOC. The counties continue to
be responsible for the historical funding of the trial court facilities, by way of an annual facilities
payment to the AOC. Under this Act, all county court facilities must be transferred from the.County to
the State by June 30, 2007. The Pittsburg-Delta Court, 45 Civic Drive, Pittsburg, is the first of the
thirteen court occupied facilities that will be transferred. The AOC will take full responsibility for the
court facility upon approval of the Transfer Agreement.
CADOCUME-1\jenea\LOCALS-1\Temp\c.lotus.notes.data\-9525739.doc Page 2 of 2 M382(10/88)
COMMUNITY DEVELOPMENT DEPARTMENT
CONTRA COSTA COUNTY
DATE: April 27, 2006
TO: General Services Department
Terry Mann
FROM: Dennis M. Barry, AICP, Community Development Director
By: Catherine Kutsuris, CEQA Coordinator
Via : Hiliana Li
SUBJECT: CEQA REVIEW, PROJECT#CP#06-45 LEASE FOR 45 CIVIC DRIVE, PITTSBURG, CA
Attached are the following environmental documents relative to the above-referenced project which have been
reviewed by the Community Development Department. Please review the documents to determine if there are
any posting periods and/or hearings required before the Board of Supervisors can take action on the project.
These documents should be kept in the project file for future reference.
(Y) Initial Study of Environmental Significance.
( ) Copy of the Notice of Exemption (w/receipt). (The original is: on file in Community
Development Department; _on file with the County Clerk; being returned for filing in project file.)
( ) Copy of the Notice of Determination. (The original is: on file in Community Development
Department; on file with the County Clerk; being returned for filing in project file.)
( ) Notice of Negative Declaration - including mail out list.
( ) Draft EIR.
(Y) Mandatory Referral.
( ) Proof of Publication
(Y) Letter of CEQA determination
( ) Comments:
(Y) TWO COPIES OF THE NOTICE OF EXEMPTION/DETERMINATION ARE ATTACHED. WHEN YOU
HAVE SCHEDULED THIS ITEM WITH THE BOARD, PLEASE SEND ONE COPY BACK TO ME WITH
A NOTE STATING THE DATE THE BOARD OF SUPERVISORS IS TO HEAR THE ITEM.
When the Board of Supervisors takes action on the project, it must "review" and "consider' the environmental
impact report or negative declaration, together with any comments received during the public review process.
They must then adopt the environmental document before approving the project. You must, therefore, provide
copies for each member of the Board of the respective environmental impact report, notice of negative
declaration, or the notice of exemption, along with any comments received during the review period. They must
review and consider these items before approving the project. If they do not physically have the documents,
they cannot consider them.
In the case of projects which are exempt from CEQA, the Board Order should concur in the determination that
the project is categorically exempt, and direct the filing of the Notice of Exemption.
PLEASE NOTIFY US, WITHIN 2 DAYS OF THE BOARD HEARING ON THIS PROJECT, WHAT ACTION
THE BOARD TOOK SO THAT WE CAN INITIATE THE FILING. OF THE NOTICE OF EXEMPTION OR
NOTICE OF DETERMINATION WITH THE COUNTY CLERK. THE FILING OF THESE NOTICES STARTS
THE STATUTE OF LIMITATIONS ON COURT CHALLENGES TO THE APPROVAL UNDER CEQA. HENCE,
THE FILING OF THESE NOTICES ARE IMPORTANT SINCE IT LIMITS THE COUNTY'S LIABILITY.
If you have any questions concerning the above documents or the CEQA process, please contact Catherine
Kutsuris at 335-1210.
GACurrent Planning\curr-plan\CEQA form letters\Forms-n-Templates\CEQAcover.doc
Community Contra Dennis M.Barry,arry,AlCP
Community Development Director
Development Costa
Department County
County Administration Building
651 Pine Street .E= � -•��
4th Floor, North Wing i %� 41
Martinez, California 94553-0095
O: ;itb71"":
(925)335-1203
Phone:
Srd couri�'
County File#CP06-45
General Services Department
Attention: Terry Mann
Dear Applicant:
The Contra Costa County Community Development Department has completed an initial study of the
environmental significance of the project represented by your pending application bearing County File
Number CP06-45.In conformance with Contra Costa County Guidelines for implementing the California
Environmental Quality Act of 1970 (CEQA), it has been determined that your project will not have a
significant effect on the environment. Your project falls within the following category:
(0) AN ENVIRONMENTAL IMPACT REPORT (EIR) IS NOT REQUIRED.
(x) The project is categorically exempt(Class I Section 15301 )
( ) The CEQA requirements are accommodated by the EIR previously prepared for
( ) A statement that an EIR is not required(Negative Declaration of Environmental Significance
has been filed by the Community Development Department(unless appealed).
( ) Other: General Rule of Applicability
( ) AN ENVIRONMENTAL IMPACT REPORT (EIR) IS REQUIRED.
( ) The complexity of your project requires your submission of additional special reports or
information(as outlined on the attached sheet)(which will be outlined in a forthcoming letter).
( ) A consultant will be hired to prepare the environmental impact report. This procedure is
explained on the attached sheet.
Preparation of the EIR cannot be started until the fee and additional information
requested is received by the Community Development Department.
If you have questions concerning this determination or desire additional information relative to
environmental impact report regulations,please call (925)335-1210 and ask for Catherine Kutsuris.
Sincerely yours
Dennis M.Barry,AICP
Community Development Director
By:Hiliana Li
Office Hours Monda Friday: 8:00 a.m. - 5:00 p.m.
GACurrent Planninglcurr-planlCEQA f 89s?;0M1?M9sf FY9& 5th Fridays of each month
AL
CONTRA COSTA COUNTY
COMMUNITY DEVELOPMENT DEPARTMENT
651 Pine Street, N. Wing- 4th Floor
A Martinez, CA 94553
Telephone: 335-1210 Fax: 335-1222
TO: Development Engineer/Architect DATE:
FROM: Patrick Roche, Advance Plannin
SUBJECT: MANDATORY REFERRAL FOR GENERAL PLAN CONFORMANCE
Community Development staff has reviewed the attached project, CP 06-/to determine if
.mandatory referral for General .Plan Conformance, as required by Section 65402 of the
Government Code, is necessary.
The project needs no further mandatory referral clearance from County staff subject to the
following actions:
( ) This project has been determined to be exempt from 65402 review.
( ) This project has been determined to be exempt from 65402 review in accordance
with the Board of Supervisors Resolution 81/522 because the project involves a
road alignment project of a minor nature.
( The project site is located within the City of t?i 4S 6a and should be
referred to the City for 65402 review.
( ) The project site is located within the City of Our
Department does not review projects for General Plan Conformance (refer to
Government Code Section 65402) that are located within a City.
( ) Community Development staff makes the following attached recommendation
which should be incorporated into the staff report on this matter.
The project needs mandatory referral and County staff will process this project in the following
manner:
( ) 65402 review is required. Community Development staff will carry this matter
before the appropriate Planning Commission.
( ) 65402 review must be withheld until completion of an Environmental Impact
Report on this project.
( ) Other procedures.
cega.mr4gpc.04
Contra General Services Department
Costa
County Initial Study
OF ENVIRONMENTAL SIGNIFICANCE
.•moi
3 „0.mm General Services Department
1220 Morello Avenue,Suite 100
>dT` File.#CP-06-45 WH197T Martinez,California 94553-4711
uN Project Name: Lease for 45 Civic Drive, Pittsburg Telephone: (925)313-7200
Prepared by Terry Mann Date April 26, 2006
Reviewed by —r,' I rrY a M o ire \ a' Date
RECOMMENDATIONS:
®Categorical Exemption (Class 1a) ❑ Negative Declaration ❑ Environment Impact Report Required
❑ Conditional Neg. Declaration
The Project Will Not Have A Significant Effect On The Environment
The recommendation is based on the following (List all items identified as significant):
Pursuant to Senate Bill— 1732
Contra Costa County is transferring responsibility and title of 45 Civic Drive, Pittsburg to the State of
California(Administrative Office of the Courts—AOC)
The property is currently occupied by the Courts and used as a.court facility. The County occupies 3% of
the building (810 sq. ft.). The State is buying the County's equity interest in the building and leasing back
the space to the County. The use and occupancy of the building will not change due to these transactions.
What Changes To The Project Would Mitigate The Identified Impacts (List mitigation measures for any
significant impacts and Conditional Negative Declaration).
None
USGS Quad Sheet D Base Map Sheet # F.19 Parcel # 086-100-018
GENERAL CONSIDERATIONS:
1. Location:
45 Civic Drive, Pittsburg
2. Project Description:
Lease of 810 square feet.
3. Does it appear that any feature of the project will ❑ yes ® no ❑ maybe
generate significant public concern? (Nature of concern):
4. Will the project require approval or permits by other ❑ yes ® no
than a County agency? Agency Name(s):
5. Is the project within the Sphere of Influence of any city? (Name) City of Pittsburg
C:\DOCUME—I\TMoreira\LOCALS—I\Temp\notesBAAA25\45CivicDrivelnitialStudy.doc
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DETERMINATION THAT AN ACTIVITY
IS EXEMPT FROM THE
CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
CPM/D FILE NO.: CP NO.: 06-45
ACTIVITY NAME: 45 Civic Drive, Pittsburg
DATE: April 26, 2006
PREPARED BY: Terry Mann
This activity is not subject to the California Environmental Quality Act (CEQA) pursuant to
Section 15301 Class 1 of the CEQA Guidelines.
It can be seen with certainty that there is no possibility that the activity may have a significant adverse
effect on the environment.
DESCRIPTION OF THE ACTIVITY: Contra Costa County is transferring responsibility and
title of 45 Civic Drive, Pittsburg to the State of California (Administrative Office of the Courts –
AOC). The property is currently occupied by the Courts and used as a court facility. The County
occupies 3% of the building (810 sq. ft.). The State is buying the County's equity interest in the
building and leasing back the space to the County. The use and occupancy of the building will not
change due to these transactions
LOCATION: 45 Civic Drive,Pittsburg
PROJECT MANAGER: -re r M DATE:
REVIEWED BY: DATE: '7 - Z 1)—0
APPROVED BY: —I -1 v. ft-o i-e DATE: - Z 17-
Community Development Representative
C ADOCUME--1\TMoreira\LOCALS--1\Temp\notesBAAA25\-7812785.doc
(Form Revised 2/47)
CALIFORNIA ENVIRONMENTAL QUALITY ACT
Notice of Exemption
Contra Costa County Community Development Department
651 Pine Street, 4th Floor - North Wing, McBrien Administration Building
Martinez, CA 94553-0095
Telephone: (925) 313-7100 Contact Person: Terry Mann
Project Description, Common Name (if any) and Location: CP# 06- ,f5
Lease for 45 Civic Drive, Pittsburg
This project is exempt from CEQA as a: [check which ever one applies]
Ministerial Project(Sec. 15268) Other Statutory Exemption, Section
Declared Emergency(Sec. 15269(a)) F] General Rule of Applicability (Section 15061(b)(3))
F-I Emergency Project(Sec. 15269(b) or(c))
® Categorical Exemption,Class
for the following reason(s): It can be seen with certainty that there is no possibility that the activity
may have a significant effect on the environment.
Contra Costa County is transferring responsibility and title of 45 Civic Drive, Pittsburg to the State of
California (Administrative Office of the Courts —AOC).
The property is currently occupied by the Courts and used as a court facility. The County occupies
3% of the building (810 sq. ft.). The State is buying the County's equity interest in the building and
leasing back the space to the County. The use and occupancy of the building will not change due to
these transactions.
Date: By:
Community Development Department Representative
AFFIDAVIT OF FILING AND POSTING
I declare that on I received and posted this notice as required by California Public Resources
Code Section 21152(c). Said notice will remain posted for 30 days from the filing date.
Signature Title
Applicant:
County General Services Department
Attention: Terry Mann
1220 Morello Avenue, Suite 200 ,
Martinez, CA 94553-4711 County Clerk Fee $25 Due
GAGS Admin\45CivicDriveNotExemp.doc
a
CALIFORNIA ENVIRONMENTAL QUALITY ACT
Notice of Exemption
Contra Costa County Community Development Department
651 Pine Street, 4th Floor - North Wing, McBrien Administration Building
Martinez, CA 94553-0095
Telephone: (925) 313-7100 Contact Person: Terry Mann
Project Description, Common Name (if any) and Location: CP# 06- 5
Lease for 45 Civic Drive, Pittsburg
This project is exempt from CEQA as a: [check which ever one applies]
F-I Ministerial Project (Sec. 15268) Other Statutory Exemption, Section
❑ Declared Emergency(Sec. 15269(a)) General Rule of Applicability (Section 15061(b)(3))
❑ Emergency Project(Sec. 15269(b) or(c))
Categorical Exemption, Class
for the following reason(s): It can be seen with certainty that there is no possibility that the activity
may have a significant effect on the environment.
Contra Costa County is transferring responsibility and title of 45 Civic Drive, Pittsburg to the State of
California (Administrative Office of the Courts —AOC).
The property is currently occupied by the Courts and used as a court facility.. The County occupies
3% of the building (810 sq. ft.). The State is buying the County's equity interest in the building and
leasing back the space to the County. The use and occupancy of the building will not change due to
these transactions.
Date: By:
Community Development Department Representative
AFFIDAVIT OF FILING AND POSTING
I declare that on I received and posted this notice as required by California Public Resources
Code Section 21152(c). Said notice will remain posted for 30 days from the filing date.
Signature Title
Applicant:
County General Services Department
Attention: Terry Mann
1220 Morello Avenue, Suite 200
Martinez, CA 94553-4711 County Clerk Fee $25 Due
GAGS Admin\45CivicDriveNotExemp.doc
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qubirittl Tounril of Talifornin
ADMINISTRATIVE OFFICE OF THE COURTS
OFFICE OF COURT CONSTRUCTION AND MANAGEMENT
455 Golden Gate Avenue • San Francisco,California 941023688
Telephone 415-865.8720 • Fax 415-865-8885 •TDD 415-865-4272
RONALD M. GEORGE WILLIAM C. VICKREY
Chief Justice of California Administrative Director of the Courts
Chair of the Judicial Council
RONALD G. OVERHOLT
Chief Deputy Director
KIM DAVIS
May 23, 2006 '
Director,Office of Court
Construction and Management
Mr. Terry Mann
Deputy Dire or, General Services Department
County Contra Costa
122 orello Avenue, Suite 100
Inez, California 94553
Re: Judicial Council of California,Administrative Office of the Courts ("AOC")
/Contra Costa County ("County'q: Closing Documents for Transfer of
Responsibility of the Pittsburg-Delta Courthouse
Dear Terry:
In connection with the closing of the Transfer of Responsibility for and Transfer
of Title to the Pittsburg-Delta Courthouse, enclosed are the following original documents: (a) six
(6) execution-originals of the Transfer Agreement; (b) six (6) sets of the Exhibits to the Transfer
Agreement; (c) one (1) execution-original of the Grant Deed; and (d) six (6) execution-originals
of the Lease Agreement(collectively, the "Transfer Documents").
The enclosed Transfer Documents have already been executed, where applicable,
by the authorized representatives of the Judicial Council of California, Administrative Office of
the Courts (the "AOC"). For the convenience of the County, we have affixed red tags to
indicate where the Chairperson of the County's Board of Supervisors should execute the
applicable Transfer Documents, andr� een tags to indicate where the Clerk of the County's
Board of Supervisors and the Deputy County Counsel should acknowledge and approve the
applicable Transfer Documents. Please note that none of the documents in the Exhibits sets need
to be signed.
May 23, 2006
Page 2
Once all of the applicable Transfer Documents have been signed by the County,
please retain for your files three (3) fully-executed originals of the Transfer Agreement, the
Lease, and the Exhibits sets, and coordinate the delivery of the fully executed documents with
me. I should receive three (3) fully-executed originals of the Transfer Agreement, the Lease, and
the Exhibits sets,together with the executed and acknowledged original Grant Deed, and the
County Authorizing Document described in the Transfer Agreement.
Please do not hesitate to contact me if you have any questions concerning the
foregoing information or any of the enclosed Transfer Documents.
Sincerely,
J
Eunice Calvert-Banks
Manager, Real Estate
Enclosures: a/s
cc: Stephanie Atigh, Esq. (via e-mail; w/o encls.)
Pamela J. Privett, Esq. (via e-mail; w/o encls.)
LEASE AGREEMENT
1. Parties. This Lease Agreement ("Lease"), dated May 26, 2006, is made by and between
the Judicial Council of California, Administrative Office of the Courts (the "Lessor"), and the County
of Contra Costa (the "Lessee"). Lessee and Lessor may be referred to together in this Lease as the
"Parties" or individually as a "Party".
2. Premises. By this Lease, Lessor leases to Lessee, and Lessee leases from Lessor, the
Premises, on the terms set forth in this Lease. The "Premises" consist of approximately 810 square
feet of office space, as depicted on the site plan attached to and incorporated in this Lease as Exhibit
"A," and are located at 45 Civic Avenue, in the City of Pittsburg, County of Contra Costa, State of
California (the "Building").
3. Common Areas. The term "Common Areas" means all areas outside the Premises and
within the exterior boundary line of the Real Property described herein that are designated by Lessor
for the general, non-exclusive use of Lessor, Lessee, the Superior Court for the State of California,
County of Contra Costa ("Court"), and their respective officers, agents, and employees, including
loading and unloading zones, trash areas, roadways, walkways, driveways, landscaped areas, and
unreserved parking spaces in the front of the Building that may be used on a "first-come, first-serve"
basis. The Premises, the Building, the Common Areas, the land on which they are located, and all
other improvements on that land, are collectively referred to in this Lease as the "Real Property."
Lessor grants to Lessee, for the benefit of the Lessee and its officers, agents, and employees (the
"Lessee Parties"), the non-exclusive right to use the Common Areas as they exist from time to time.
792566.4 1
Lessor may promulgate and deliver to Lessee rules and regulations for the management, safety, care,
and cleanliness of the Common Areas.
4. Term. The term of this Lease ("Term") will commence on the date the State of
California takes title to the Real Property ("Commencement Date"), and, unless earlier terminated or
extended pursuant to Section 4.1 of this Lease, the Term will expire on the date that is the earlier of(a)
the last day of the month that is 36 calendar months after the Commencement Date, or (b) the date that
the Court discontinues Court operations in, or vacates the Real Property ("Expiration Date").
4.1. Extension Option. If, and only if, the Court will continue to occupy the Real
Property after the last day of the month that is 36 calendar months after the Commencement Date,
Lessee may extend the Term of this Lease to a date not later than the date that the Court vacates the
Real Property, by giving a written extension notice to Lessor prior to the Expiration Date. However, in
the event Lessee does not give such written notice, its right to exercise any option before termination of
the Lease shall not expire until fifteen (15) working days after receipt of Lessor's written demand to
exercise or forfeit such option. The rights and obligations of Lessor and Lessee during any extension
of the Term will be those set forth in this Lease, as it may be amended or restated.
4.2. Holding Over. If Lessee continues in .occupancy of the Premises after the
expiration or termination of the Term, and any extension thereof, such continued occupancy will be
deemed a month to month tenancy on the same terms and conditions of this Lease, except that monthly
Rent for the Premises during any period that Lessee is holding over after the expiration or termination
of this Lease and all extensions will be equal to 110% of the monthly Rent due from the County for the
792566.4 2
last month of the Term. The County will pay Rent during any holding over period in the same manner
provided in Section 6 of this Lease.
5. Use. The County may use the Premises as office space for any official business of the
County..
6. Rent. The initial monthly rent for the Premises will be $1,050.00 per month ("Rent"),
payable in advance, on the first day of each month, starting on the Commencement Date. -Commencing
on the first anniversary of the Commencement Date and on each successive anniversary thereafter
during the Term of this Lease (as it may be extended pursuant to Section 4.1 herein) ("Adjustment
Date"), Rent shall be increased by 100% of the percentage increase, if any, shown by the Consumer
Price Index (All Items, base 1982-1984 = 100) as published by the United States Department of Labor,
Bureau of Labor Statistics for All Urban Consumers for the San Francisco-Oakland-San Jose
Metropolitan Area ("CPI"). The Lessor will calculate the rental adjustment by (a) multiplying the
Rent then in effect by a fraction, the denominator of which is the CPI in effect for 13 full months prior
to the Adjustment Date, and the numerator of which is the CPI in effect 1 full month prior to the
Adjustment Date, and then (b) rounding the resulting amount to the nearest ten-dollar ($10.00)
increment. Rent for any period during the Term that is less than 1 full calendar month will be pro-
rated on the basis of a 365-day year. Lessee shall pay Rent to Lessor by check made payable to the
Administrative Office of the Courts to the following address, or such other address as the Lessor may
direct in writing to Lessee:
792566.4 3
Administrative Office of the Courts
Attn: Accounts Receivable
455 Golden Gate Avenue
San Francisco, CA 94102-3688
7. Late Charge. If Lessee fails to pay Rent or any other amounts owed by Lessee
hereunder within five (5) business days after the date such amount is due, Lessee shall pay to Lessor (in
addition to the unpaid Rent or other amount) a late fee equal to 5% of the unpaid amount; provided,
however, that no late fee shall be owed with respect to the first late payment during any twelve (12)
consecutive month period prior to the date such payment was due.
8. Custodial Services. Lessor will provide and pay for all janitorial and custodial services
to the Real Property during the Term.
9. Utilities. Lessor will provide and pay for all utility services to the Premises, of the kinds
and in the amounts required for typical office use, including, electrical, water, natural gas, refuse
collection, and sewer services, but excluding telecommunication services. Lessee will continue to
provide telecommunication services to the Real Property on the terms set forth in that certain
Interagency Agreement, with an effective date of July 1, 2005, between Lessee and the Court, as
amended or renewed from time to time.
10. Repairs and Maintenance. During the Term, Lessor will, at Lessor's sole expense,
repair and maintain the following elements of the Real Property in no worse working order and
condition than such elements exist on the Commencement Date, except for reasonable wear and tear
and Property Damage, as defined in Section 14.1 of this Lease: (i) the structural portions of the
792566.4 4
Premises (ii) the Building (including, but not limited to the roof, exterior doors and their fixtures,
closers and hinges and all locks and key systems), (iii) all systems and equipment (including plumbing,
HVAC, electrical, fire/life-safety, elevator and security systems) that serve the entire Building or
portions of the'Building other than simply the Premises (the "Base Building Systems"), and (iv) the
exterior portions of the Real Property (including, but not limited to, the parking lot, landscaping,
sprinkler system, and exterior lighting).
11. Alterations and Additions.
11.1. Improvements by Lessor. Except for repair and maintenance provided for in
Sections 10 and 14 of this Lease, Lessor shall not be required to modify or improve the Premises or the
Real Property during the Term. Lessee accepts the Premises in an "as-is" condition.
11.2. Improvements by Lessee. Lessee must obtain the written consent of Lessor,
which Lessor will not unreasonably withhold, before making any alterations, improvements, or
installation of fixtures and signs to the Real Property. In seeking Lessor's consent, Lessee must submit
to Lessor plans for all proposed alterations, improvements, fixtures, and signs. All alterations and
improvements made, and fixtures installed, by Lessee will remain Lessee's property and may be
removed by.Lessee at or prior to the expiration or termination of this Lease. At Lessor's request, not to
be unreasonably made, Lessee will be responsible to pay the cost to repair any damage done to the Real
Property by Lessee's installation or removal of those alterations, improvements, or fixtures.
792566.4 5
12. Indemnification.
12.1. Indemnification Obligation of Lessor. Lessor will and does indemnify, defend,
and hold harmless Lessee, with counsel reasonably acceptable to Lessee, from and against any and all
liability, damages, attorney fees, costs, expenses, or losses arising from (i) bodily injury to or death of
persons in, on, or about the Premises,whether that bodily injury or death is sustained by a third party or
by an officer, agent, or employee of Lessee, where and to the extent arising from the willful
misconduct or negligent acts, errors, or omissions of Lessor, .and (ii) Lessor's possession, operation,
management, maintenance, and repair of, or responsibility for, the Real Property on and after the
Commencement Date, except to the extent arising from Lessee's negligence or willful misconduct.
12.2. Indemnification Obligation of Lessee. Lessee will and does indemnify, defend,
and hold harmless Lessor, with counsel reasonably acceptable to Lessor, from and against any and all
liability, damages, attorney fees, costs, expenses, or losses arising from bodily injury to or death of
persons in, on, or about the Premises, whether that bodily injury or death is sustained by a third party or
by an officer, agent, or employee of Lessor, where and to the extent arising from the willful misconduct
or negligent acts, errors, or omissions of Lessee.
12.3. Waiver of Subrogation Concerning Physical Damage. Lessor and Lessee and
their respective insurers (if at any time applicable) hereby mutually waive their respective rights of
recovery against one another for losses, costs, and liabilities related to physical damage to the Real
Property, including the Premises, or any business personal property.
792566.4 6
13. Insurance.
13.1. Lessee's Obligation. Throughout the Term of the Lease and any extension
thereof, Lessee, at its sole cost and expense, shall maintain in frill force and effect, a general self-
insurance program covering bodily injury (including death), personal injury, and damage to personal
property and equipment (including loss of use). Lessee shall provide Lessor a letter of self-insurance
indicating the aforementioned provisions are in effect. Lessee's self-insurance coverage does not
extend beyond the Premises nor to the negligence, willful misconduct, or other intentional act, error, or
omission of the Lessor.
13.2. Third Party Contractor Insurance. Each Party must require all of its third-party
vendors, contractors, and all levels of subcontractors, and their employees, consultants, and
representatives that provide goods, services, or,supplies to the Real Property ("Contractors") to (a)
obtain and maintain insurance of the type and with coverage amounts that are usual and customary to
their type of business or exposures related to the work being performed on the Real Property, (b) name
both Parties as additional insureds by specific endorsement to their respective general liability policies,
(c) provide a waiver of subrogation in favor of the Parties with respect to their property insurance
policies, and (d) provide to the Parties a 30-day notice of cancellation or. material change in any
insurance policy coverages required hereunder. Unless the Parties otherwise agree, all Contractors will
be required to indemnify, defend, and hold harmless the Lessee and Lessor from and against all claims,
demands, liabilities, damages, attorney fees, costs, expenses, and losses arising from the performance
by those Contractors under their contracts, and neither Party waives any right of recovery or
subrogation against the other in respect of.their contractual arrangements with the Contractors. This
792566A 7
Section 13.2 does not apply to, and the term "Contractors" does not include, third party vendors and
contractors that provide office or business related goods, services, or supplies to Lessee or Lessor, such
as, but not limited to, bottled water suppliers, process servers, couriers and delivery companies, and
office supply companies.
14. Damage and Destruction.
14.1. Repair of Damage. Lessee will notify Lessor in writing promptly of any damage
to the Premises resulting from fire, earthquake, flood, wind, or any other identifiable event of a sudden,
unexpected, or unusual nature ("Property Damage"). Following any Property Damage that renders
fifty percent (50%) or more of the Premises uninhabitable, as mutually agreed by Lessor and Lessee,
Lessor may elect to either (a) terminate this Lease, upon written notice to Lessee, or (b) repair the
Premises to the condition that existed immediately prior to the date that the Property Damage occurred,
such election to be made by Lessor within thirty (30) days after the occurrence of the Property
Damage. If, and only if, (i) any Property Damage occurs before that date that is six (6) months prior to
the Expiration Date, as it may be extended pursuant to Section 4.1 herein, and (ii) that Property
Damage renders less than fifty percent (50%) of the Premises uninhabitable, as mutually agreed .by
Lessor and Lessee, then Lessor will repair the Premises to the condition that existed immediately prior
to the date that the Property Damage occurred; provided, however, that Lessor's total financial
obligation over the Term of this Lease (as it may be extended), for the repair of any Property Damage
to the Premises that occurs before that date that is 6 months prior to the Expiration Date (as it may be
extended pursuant to Section 4.1 herein), is $15,000.00 ("Lessor's Repair Limit"). As such, Lessor
and Lessee agree that Lessor is not obligated to make any Property Damage repair to the Premises that
792566.4 p
would result in expenditure by Lessor of an amount greater than Lessor's Repair Limit under this
Section 14.1. In the event that Lessor is either required to repair any Property Damage to the Premises,
or elects to,repair any Property Damage to the Premises, each as provided herein, Rent hereunder will
be fully or partially abated to the extent of the Premises that are uninhabitable as a result of the
Property Damage, and Lessor shall complete the repairs to the Premises within six (6) months after the
decision has been made to so repair the Property Damage to the Premises. In the event that Lessor is
either not required to repair any Property Damage to the Premises, or elects not to repair any Property
Damage to the Premises, or the estimated cost to repair the Property Damage to the Premises exceeds
Lessor's Repair Limit, each as provided herein, then Lessee will have the right to terminate this Lease
by written notice to Lessor given within 10 business days after Lessee is informed of Lessor's decision
not to make the Property Damage repairs, whereupon Lessee will promptly vacate the Premises and the
Parties will have no further rights or obligations to one another hereunder, except only as to
indemnification obligations under Section 12 of this Lease related to facts or circumstances that
occurred before Lessee's termination of this Lease. Notwithstanding the foregoing provisions of this
Section 14.1, (A) if Lessor is not required to repair and elects not to repair any Property Damage to the
Premises as provided herein, then Lessee will have the right (but not the obligation), in Lessee's sole
discretion and at Lessee's sole cost and expense, to make and pay for that Property Damage repair, and
if Lessee so elects to repair the Property Damage, then Lessor will not have the right to terminate this
Lease; and (B) if the cost to Lessor to repair any Property Damage will exceed Lessor's Repair Limit,
as mutually agreed by the Parties, then Lessee will have the right (but not the obligation) to pay that
portion of the cost of the Property Damage repair that exceeds Lessor's Repair Limit and to require
792566.4 9
Lessor to pay that portion of the cost of the Property Damage repair is in the amount up to, and that
does not cause Lessor to exceed, Lessor's Repair Limit.
14.2. Waiver of Statutory Provisions. The provisions of this Lease, including those in
this Section 14, constitute an express agreement between Lessor and Lessee that applies in the event'of
any Property Damage. Lessor and Lessee fully waive the provisions of any statute or regulation for
any rights or obligations concerning a Property Damage event, including California Civil Code
Sections 1932(2) and 1933(4).
15. Assignment and Subleasing. Lessee will not, by operation of law or otherwise, assign,
sublet, encumber, or permit any lien to attach to the Premises or this Lease, or permit the Premises to
be occupied by anyone other than Lessee, without the prior written consent of Lessor, which will not be
unreasonably withheld.
16. Defaults and Remedies.
16.1. Lessor's Default. Lessor's failure to perform its obligations under this Lease
shall constitute a default of this Lease if the failure continues for 30 days after written notice from
Lessee specifying the failure. If the required performance cannot with reasonable diligence be
completed within 30 days, Lessor will not have defaulted under this Lease if Lessor begins to cure
within 30 days and diligently and continuously performs the cure to completion. Notwithstanding the
foregoing, in the event of a situation creating a perilous condition on the Premises which substantially
and significantly threatens the health and safety of Lessee and/or its invitees, Lessor shall use
792566.4 10
reasonable efforts to immediately address the situation and shall use diligent efforts to correct such
perilous condition. ,
16.2. Lessee's Remedies. Upon the occurrence of a default by Lessor beyond the cure
period specified in Section 16.1, Lessee may, at Lessee's sole option, either terminate this Lease and
quit the Premises without further cost or obligation, or proceed to repair, correct, or cure the default
and either deduct the cost thereof from Rent payments due to Lessor, or at Lessee's option, invoice
Lessor for the cost of repair, which invoice Lessor shall pay promptly upon receipt.
16.3. Lessee's Default. The occurrence of any of the following shall constitute a
material default of this Lease by Lessee:
16.3.1. Failure to pay any Rent or any other charge required to be paid by
Lessee under this Lease within five(5) business days after written notice from Lessor of such failure;
provided, however, that if payment is not made by Lessee due to a failure of the Board of Supervisors
for the County of Contra Costa, California, to adopt a budget, then Lessee shall make such payment
within seventy-five (75) days of Lessor's notice to Lessee.,
16.3.2. Lessee's failure to observe or perform any other provision of this Lease,
or the breach of any of Lessee's representation or warranty hereunder, if such failure or breach
continues for 30 days (except where a different period of time is set forth in this Lease, in which case
that time period will apply) after written.notice from Lessor of the failure or breach specifying in
reasonably sufficient detail the nature of the failure or breach; but if the default is such that it is capable
of being cured, but cannot be cured within the 30 day period, Lessee shall not have defaulted if Lessee
792566.4 1 1
begins to cure within the 30 day period and diligently and continuously performs the cure to
completion. The 30 day notice is in lieu of, and not in addition to, any notice required under Section
1161 of the California Code of Civil Procedure or any other law in effect requiring that notice of
default be given prior to the commencement of an unlawful detainer or other legal proceeding.
16.4. Lessor's Right To Terminate Upon Lessee Default. Upon a default by Lessee
under this Lease, Lessor will have the right to terminate this Lease and recover possession of the
Premises by giving written notice to Lessee of Lessor's election to terminate this Lease, in accordance
with due process of law, in which event Lessor will be entitled to receive from Lessee:
16.4.1. The worth at the time of award of any unpaid rent which had been
earned at the time of such termination; plus
16.4.2. The worth at the time of award of the amount by which the unpaid rent
which would have been earned after termination until the time of award exceeds the amount of such
rental loss Lessee proves could have been reasonably avoided; plus
16.4.3. The worth at the time of award of the amount by which the unpaid rent
for the balance of the Term after the time of award exceeds the amount of such rental loss that Lessee
proves could be reasonably avoided; plus
16.4.4. Any other amount necessary to compensate Lessor for all the detriment
proximately caused by Lessee's failure to perform its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom; and
792566.4 12
16.4.5. At Lessor's election, such other amounts in addition to or in lieu of the
foregoing as may be permitted from time to time by applicable law.
16.5. Lessor's Right to Continue Lease in Effect. In lieu of Lessor's rights under
Section 16.4, upon a default by Lessee under this Lease, Lessor has the remedy described in California
Civil Code §1951.4 (that is, Lessor may continue this Lease in effect after Lessee's breach and default
and recover rent as it becomes due, if Lessee has the right to sublet or assign, subject only to reasonable
limitations), which right is incorporated herein by this reference.
16.6. Non-Waiver. Nothing in this Section 16 will affect Lessor's right to be
indemnified by Lessee under the indemnification provisions of this Lease.
17. Miscellaneous.
17.1. Cumulative Remedies. Each Party's remedies under this Lease are cumulative
and are not intended to be exclusive of any other remedies to which it may be entitled.
17.2. Quiet Enjoyment. Lessee will at all times during the Term, and any extension
thereof, peaceably and quietly have, hold, and enjoy the use of the Premises without suit, trouble, or
hindrance from or on account of Lessor, so long as Lessee fully and faithfully performs its obligations
under this Lease.
17.3. Non Waiver. Any waiver by a Party of any provision of this.Lease must be in
writing and will affect only the provision specified in the writing.
792566.4 13
17.4. Binding on Successors. The terms of this Lease will apply to and bind the Parties
and their successors and assigns.
17.5. Severability. If any term of this Lease is determined by a court of competent
jurisdiction to be invalid or unenforceable, that determination will not affect the validity of any other
provision.
17.6. Entire Lease. This Lease is a complete and exclusive statement of the terms for
the Lessee's lease of the Premises, and supersedes all prior and contemporaneous agreements and
understandings, oral or written, related to the subject matter of this Lease. This Lease may be amended
only in a writing signed by Lessor and Lessee.
17.7. Interpretation. Lessor and Lessee have both participated in the preparation and
negotiation of this Lease and each has been represented by competent counsel of its own selection. As
such, this Lease will not be construed against Lessor or Lessee, and the parties waive the provisions of
California Civil Code §1654.
17.8. Consent. Whenever Lessor's or Lessee's consent is required under this Lease, it
shall not be unreasonably withheld, conditioned, or delayed.
17.9. Surrender. Subject,to Section 11.2 above, at the expiration or termination of the
Term, Lessee will surrender the Premises to Lessor in at least as good order, condition, and repair as
they were in on the Commencement Date, reasonable wear and tear excepted.
792566.4 14
17.10. Notice. All notices required under this Lease shall be in writing and delivered by:
(a) Certified Mail, postage prepaid, return receipt requested, in the United States mail; or (b) an
overnight courier.that provides written evidence of delivery and addressed as set forth below. A Party
hereto may from time to time change its mailing address by written notice to the other Party.
If to Lessor: Administrative Office of the Courts
Assistant Director, Real Estate and Asset Management
455 Golden Gate Avenue
San Francisco, CA 94102-8025
Voice: 415-865-8025
Fax: 415-865-8885
With a copy to: Administrative Office of the Courts
Office of the General Counsel
Attn: Managing Attorney, Real Estate Unit
455 Golden Gate Avenue
San Francisco, CA 94102-3688
Voice: 415-865-8084
Fax: 415-865-7524
If to Lessee: County of Contra Costa
Attention: Capital Facilities Management
1220 Morello Ave, Suite 100
Martinez, CA 94553
Voice: 925-313-7200
Fax: 925-313-7299
With a copy to: County of Contra Costa
Attention: Deputy County Counsel
651 Pine Street, 9th Floor
Martinez, CA 94553
Voice: 925-335-1800
Fax: 925-646-1078
792566.4 15
IN WITNESS WHEREOF, this Lease is executed as of the date first set forth above.
LESSEE: LESSOR:
COUNTY OF CONTRA COSTA, a JUDICIAL COUNCIL OF
political subdivision of the State of CALIFORNIA, ADMINISTRATIVE
California OFFICE OF THE COURTS
By: By:
Name: Jo n ioia Name: Christina M. Hansen
Title: Ch it oard of Supervisors Title: Director, Finance Division
ATTEST:
Clerk of the Bo
By: ue
Deputy
APPROVED AS TO FORM:
SILVANO B. MARCHESI,
County Counsel
By:
Eric S. Gelston, Deputy
792566.4 16
EXHIBIT "A"
SITE PLAN
[SEE ATTACHED]
792566.4
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792566.4
907-E-01; Pittsburg-Delta Courthouse
45 Civic Avenue, Pittsburg, CA
TRANSFER AGREEMENT .
BETWEEN.THE JUDICIAL COUNCIL OF CALIFORNIA,
ADMINISTRATIVE OFFICE OF THE COURTS,
AND THE COUNTY OF CONTRA COSTA
FOR THE TRANSFER OF RESPONSIBILITY FOR COURT FACILITY
Court Facility#07-E-01
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759554.12
TABLE.OF CONTENTS
Page
r
1. PURPOSE ... ............................. ......................... ...... .... ............................1
2. BACKGROUND ............................
3. DEFINITIONS......... .............................:
4. RESPONSIBILITIES AFTER TRANSFER. ..........................
4.1 Transfer of Responsibility; Transfer of Title....................................:............7
4.1.1 AOC to Purchase County's Equity Rights; Lease of Space .
by County:
4.2 Specific Responsibilities After TOR Closing Date ..............................:........8
4.2.1 Utilities...................................
4.2.2 Building Software .........................................................................8
4.2.3 Security-Related Areas.:...............:................................................8
4.2.4 Correspondence.............................................................
4.2.5 County Facilities Payments.................................. ..............9
4.2.6 Notice of Disputes...........................................:........................:....9
4.2.7 Personal Property ..............................................:.......:...................9
4.2.8 Adjustments.............:...............................:.....................................9
4.2.9 Telecommunications Services..:......:.......:.....................................9
. 4.2.10 Brick Shed......................................:..............................................9
4.2.11 ' Relief from § 70311 Obligations....................................................9
4.2.12. Workers' Compensation Coverage; Each Party .
Responsible for its Own...........................:..................................10
4.3 _ Specific Responsibilities Durin the Interim Period 10
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759554.12 .
TABLE OF CONTENTS
(continued)
Page
4.3.1 No Material Changes......................:.............. ............................10
4.3.2 Liability Exposure.......................................................................10
4.3.3 Waiver of Subrogation Concerning Physical Damage ...............11
4.3.4 No Waiver of Equity Rights........................................................11
4.4 Specific Responsibilities After TOT Closing Date .....................................11
4.4.1 County Access for Operation of Telecommunications
Equipment ...................................................................................11 .
5. CLOSING THE TRANSFERS......................:........................................................12
A 5.1 TOR Closing Date....................
5.1.1 Closing Documents......................................................................12
-5.1.2 Time For Signature......................................................................12
5.1.3 Cooperation....................................................::...:.......................12
5.2 The TOT,Closing Date.................................................................................13
5.3 Conditions for Closing........................................ .................................:......13
5.3.1 Conditions to Each Transfer for the Benefit of the AOC ...........13
5.3.2 Condition to the Transfer of Title for the-Benefit of the
AOC ..........:...... ..........................................................
............13
5.3.3 Conditions to Each Transfer for the Benefit of the County........13
5.4 Delivery of Signed Agreement, Closing Documents, and County
Authorizing Document..................................................................................14
5.5 Delivery of Possession.....:...........................................................................14
5.6 "As-Is" ......................................... ............................... ..14
6. COUNTY FACILITIES PAYMENT ......................................................................14 .
6.1 Amount of County Facilities Payment.........................................................14
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TABLE OF CONTENTS
(continued)
Page .
6.2 County Facilities Payment Obligation
6.2.1 Proration' ........................... ......14
6.2.2 Quarterly County Facilities Payments ................
7. REPRESENTATIONS AND WARRANTIES................................:......................15
7.1 The County'.s Representations and Warranties.............. .............................15
7.1.1 ti, Good Standing .............................:................15
7.1.2 Authority .................................
7.1.3 Due Execution and Delivery........::............:................................:.15
7:1.4 No Conflict.................................... ........15
7.1.5 Title to Real Property............................
7.1.6 Title to Tangible Personal Property 16
7.1.7 Intangible Personal Property; Occupancy Agreements :.............16
7.1.8 List of Disputes .:........:................................................................16' .
.7.1.9 No Violations of Law..................................................................16
7.1.10 Accurate Disclosure ..............................................
7.1.11 No Condemnation
7.1.12 No Environmental Violations ..........................17
7.1.13 No Other Equipment Permits......................................................17
7.1.14 Full and Complete Disclosure......................................................17
7.2 AOC's Representations and Warranties ...................... ........17
7.2.1 Good Standing ..............................................17
7.2.2 Due Execution and Delivery.......................................................17
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759554.12
TABLE OF CONTENTS
(continued)
Page
7.2.3 No Conflict.... .............................: ........17
8' INDEMNITIES....................... ...................18 ..
8.1 The AOC's Indemnities...:....:...:......:..:::..::...:.............................................
.18
8.1.1 Representations and Warranties............. ...18
8.1.2 AOC Responsibilities............................. .18
8.2 The County's Indemnities............: .....................18
8.2.1 Covenants....................................................................................18
8.2.2 Representations and Warranties..................................................18
8.2.3 County Responsibilities...............................................................18
8.2.4 CERCLA.................................................................. ..18
8.3 Indemnity Exclusions...........:........:.:....:...............:........................:.....:.....:...19
9. RIGHT TO AUDIT.......................................................................:.........................19
10. DEFAULT NOTICE AND CURE ..................................... ....19
11. CONDEMNATION............................................................ .....20
...............................
12. DISPUTE RESOLUTION..................................:. ............20
. ......................................
12.1 Unassisted Negotiation .............: ..................:................20
12.2^ Mediation. .....................:
12.2.1 Initiation of Mediation ................................................................20
12.2.2 Selection of Mediator .....21
12.2.3 Cost of Mediation.... ................::'...............................................21
12.24 Date, Time, and Place of Mediation............................................21
12.2.5 Attendance at Mediation .............................................................21
t .
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TABLE OF.CONTENTS
(continued)
Page
12.2.6 Statements Before Mediation........................ .............................22
12.2.7 Confidentiality
12:3 Referral to CFDRC ............................ ..�..................22
13: NOTICES......................... .:22
14. SURVIVAL OF TERMS AND PROVISIONS......................................................24
15. MISCELLANEOUS ...24
: 15.1 Amendments ......................................................................................:.........24
15.2 Waivers . ....................................................... .........................................24
15.3 Force Majeure...............................................................................................25
15.4 Assignment ..................:............................................................ ... ....25
15.5 Binding Effect........................................................................:.....................25
15.6 Third Parties Benefited..........................:.....................................................25
15.7 Governing Law ............................................. ....................................25
15.8 Construction........................................................`......:.....................:............25
15.9 Integration....................................................................................................25
15.10 Capitalized Terms...............:. .................................25
15.11. Incorporation By Reference....:................ .....:............25
15.12 Severability..................................................................................................26
15.13 Further Assurances.......................................................................................26
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759554.12
TRANSFER AGREEMENT
1. PURPOSE
The Judicial Council of California ("Council"), Administrative Office of the
Courts (together, the "AOC"), and the County, of Contra Costa ("County"), set forth the
terms and conditions for the transfer of responsibility for funding and operation of the
trial court facility commonly known as the Pittsburg-Delta Courthouseand for
conveyance to the State of California on behalf of the Council of the County's title to the
Court Facility and the Landon which it is,located..
2. BACKGROUND
The LockyerIsenberg Trial Court Funding Act of 1997, AB 233 (Escutia and
Pringle) provides for transfer of the primary obligation for funding of court operations
from the counties to the State. The restructuringof funding for trial court operations
accomplished by the Lockyer-Isenberg Trial Court Funding Act of 1997 ended a dual
system of county and state funding of, and created a more stable and consistent funding
source for, trial court operations. The Trial Court Facilities Act of 2002 was adopted to
provide for the transfer of responsibility for funding and operation of trial court facilities
from the counties to the AOC. The Parties enter into this Agreement to implement the
provisions of the Act as it exists on the Effective Date.
3. DEFINITIONS
"Acceptance Document" means a certificate of acceptance or certified resolution
evidencing the PWB's approval of the Transfer of Title.
"Act" means the Trial Court Facilities Act of 2002 (Government Code §§ 70301-
70404) as of the Effective Date.
"Air Compressor" means the air compressor for the pneumatic heating and
cooling system in the Building, which is part of the Building Equipment.
"Agreement" means this Transfer Agreement, together with the attached Exhibits
and Appendices.
"AOC Authorized Signatory" means the AOC's Business Services Manager,
Grant Walker.
"AOC'Claim means any demand, complaint, cause of action, or claim alleging
or arising from acts, errors, omissions, or negligence of the Court or the AOC in the
administration and performance of judicial operations in the Court Facility, including, but
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759554.12
not limited to, allegations of civil rights violations made by a third party against a Court
employee.
"Brick Shed" means the detached brick shed located on the Land.
"Building" means the building on the.Land in which the CourtFacility is located,
and all connected or related structures and improvements,including the Brick Shed and
all Building Equipment.
"Building Equipment"means all installed equipment and systems that serve the
Building, including those items listed on Exhibit "D to this Agreement.
"Building Software" means the software program called On Guard ET that is
licensed to the County by Lenel for the operation of a keycard entry system in the
Building.
"Closing Documents" means the documents listed in Section 5`.1 of this
Agreement:
"Controller" means the State Controller.
"County Authorized Signatory" means the Chairperson of the County's Board of
Supervisors.
"County Authorizing Document" means a copy of a certified resolution or order
of the County's Board of Supervisors authorizing (1) the County Authorized Signatory to
execute this Agreement and the Closing Documents on behalf of the County; and (2) the
County to deliver and perform this Agreement and the Closing Documents.
"County Facilities Payment" means the,payments the County must make to the
Controller with respect to the Court Facility under Article 5 of the Act.
"County Parties" means the County, its elected and appointed officers, agents,
and employees.
1 "County Premises" means 810 square feet of space in the Building, which
comprises approximately 3.06% of the total Building square footage, as depicted on
Exhibit "E" to this Agreement.
"Court" means the Superior Court of California for the County of Contra Costa..
"Court Facility" means the 26,431 square foot trial court facility commonly
known as the Pittsburg-Delta Courthouse,located at 45.Civic Avenue, Pittsburg, CA `
94565, which occupies the entirety of the Building, the Brick Shed, and all spaces,
Court Facility#07-E-01 2
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759554.1 Z
fixtures, and appurtenances described in § 70301(d) of the Act, including the Court
Parking, 4.rooms for holding superior.court, 4 chambers of judges of the Court, walk-up
windows, rooms for attendants of the Court, a secured area consisting of 4 holding cells,
an attorney-client visitation room,.a.security Deputy's office and a locker room, a
sallyport, rooms for storage, and certain other areas required or used for Court functions.
A copy of a site plan depicting the location of the Building on the Land,-and a copy of a
floor plan depicting the layout of the Court Facility in the Building, are attached as
Exhibit "E" to this Agreement.
"Court Parking" means a total of 113 unreserved above-ground parking spaces,
including 9 handicapped parking spaces, in the paved lot in front of the Building, and an
unpaved, gravel lot behind.the Building, dedicated to use by judges, Court staff and
employees, and jurors, all as shown on the parking plan attached as Exhibit "F." The
Court Parking provides parking spaces of comparable convenience and type, and of equal
number, as made available for Court use on October 1, 2001.
"Dispute" means each and every filed and pending claim under the Tort Claims
Act (Government Code § 810, et seg.), lawsuit, arbitration, mediation, administrative
.proceeding, settlement negotiation, or other on-going dispute-resolution proceeding.
related to the Property that, if determined adversely to the County or the AOC, would
have a Material Adverse Effect. To the best of the County's knowledge, the list attached
to this Agreement as Exhibit "H" is an accurate and complete list of all Disputes existing
as of the Effective Date.
"Effective Date'- means the date this Agreement is signed by the last Party to sign.
"Environmental Law" means federal, state, or local laws, ordinances,
regulations, rules, statutes, and administrative actions or orders respecting hazardous or
toxic substances, waste, or materials. .
"Equipment Permit" means any governmental permits, certificates, and
approvals required for lawful operation of any of the Building Equipment.
"Equity Purchase" means the AOC.'s purchase of the County's equity rights in
the Building under § 70344(b) of the Act.
"Equity Purchase Price" means the purchase price to be paid by the AOC to the
County for the Equity Purchase, in the amount of$85,000.
"General Liability Claim" means any actual demand, complaint, cause of action,
or claim alleging (1) bodily injury to or death of persons in, on, or about the Real
Property, whether that bodily injury or death is sustained by a third party, a County Party,
or a State Party, and (2) damage to or destruction.of personal property of third parties
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(other than personal property of a County Party or a State Party) in, on, or about the Real
Property, but excludes all AOC Claims.
"Grant Deed" means the document entitled Grant Deed that is similar in form and
content to the document attached to this Agreement as Exhibit "C" and by which the
County will convey to the State on behalf of the Council title to the Real Property.
"Hazardous Substance" means any material or substance regulated under any
Environmental Law.
"Indemnified Loss" means all liability, damages, attorney fees, costs,expenses,
or losses with respect to which either Party is obligated to indemnify the other Party
under this Agreement.
"Intangible Personal Property" means all of the County's (1) contract rights and
commitments related to the Real Property; (2) Building Software; (3) warranties, permits,
licenses, certificates, guaranties, and suretyship agreements and arrangements, and
indemnification rights in favor of the County with respect to the Real Property;(4)
commitments, deposits-, and rights for utilities_relating to the Real Property; (5)
engineering, accounting, title, legal, and other technical or business data concerning the
Real Property or the Tangible Personal Property; (6) deposits, deposit accounts, and
escrow accounts arising from or related to any transactions related to the Property, and
rights to receive refunds or rebates of impact fees, assessments, charges, premiums, or
other payments made by the County in respect of the Property, if these refunds or rebates
relate to the period on or after the TOT Closing Date; or (7) all other intangible rights,
interests, and claims of the County which are a part of or related to the Property...
"Interim Period" means the period of time from the TOR Closing Date until the
TOT Closing Date.
"Land" means the real property of approximately 4 acres as described on
Exhibit "A," including the County's (1) proprietary rights to enter and exit the Land, (2)
recorded and unrecorded rights to water, water stock, oil, gas, minerals, and timber
related to the.Land, and (3) any existing, granted development permits, entitlements, and
air and view rights, subject to all rights and interests of record that burden or benefit the
Land.
"Law" means State and federal codes, ordinances, laws, legally-promulgated
regulations, the California Rules of Court, and judicial and administrative orders that are
binding on the County or the State and issued by a court or governmental.entity with .
jurisdiction over the County or the State. .
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t
"Lease" means the lease agreement between the County and the AOC,
substantially similar to Exhibit "G" to-this Agreement, setting forth the terms under
which the County will rent the County Premises from the AOC starting on the TOT
Closing Date.
"Material Adverse Effect" means any of(1) a material adverse change in (a) the
condition, operations, or value of the Property, (b)the County's use of, interest in, or
right or title to, the Property, (c) the ability of the County to perform its obligations under
this Agreement and the Closing Documents, or (d) the validity or enforceability of this
Agreement or the Closing Documents; or (2) the imposition on the County of actual or
contingent payment.obligations in respect of the Property of$50,000 or more in the
aggregate.
"Material Agreements" means any and all agreements, contracts, or
understandings (whether written or unwritten) relating to the Property (1) for which
termination requires advance notice by a.period.exceeding 30 calendar days, or (2) that
obligate the County to:make payment, or entitle the.County to receive payment,
exceeding $25,000 within any fiscal year. "
"Occupancy Agreement" means any agreement or arrangement that entitles a
third party to occupy or use the Real Property for a period that continues after the TOT
Closing Date, and that cannot be terminated on 30 or fewer days notice.
"Party" means either of the AOC or the County, and "Parties" means the AOC
and the County.
"Pending Projects" means any pending maintenance project or other project
involving the Court Facility under§§ 70326(d) or 70331(c) of the Act.
"Personal Property" means the Assigned Intangible Personal Property and the
Tangible Personal Property.
"Property" means all right, title, and interest in and to the Land, the Building, the
Court Facility, and the Personal Property.
"Property Disclosure Documents" means all documents including any Material
Agreements in the County's possession or control that pertain to the title, ownership, use,
occupancy, or condition of the Property or any rights, benefits, liabilities; obligations, or
risks associated with the Property. A list of the categories-of possible Property
Disclosure Documents is attached as Exhibit"I".
"PWB" means the State Public Works Board.
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"Real Property"'means the Land, the Building, and the Court Parking.
"State" means the State of California.
"State Parties" means the Council, the Administrative Office of the.Courts, and
the Court, and their respective elected and appointed officials, officers, agents, and
employees.
"Tangible Personal Property" means any unaffixed item that is, on the TOR
Closing Date, located on or in, the Real Property. The term"Tangible Personal
Property".does not include any of the "Excluded Tangible Personal Property" listed
on Exhibit"B" to this Agreement.
."Telecommunications MOU" means the Interagency Agreement (County
Provides Services) between the County and the Court; and the Service Plan attached
thereto; effective between July 1, 2005 and June 30, 2010, as amended or renewed from
time to time.
"TOR Closing" means the performance of all acts,required to complete the
Transfer of Responsibility under this Agreement.
"TOR Closing Date" means the date on which this Agreement and the Closing
Documents are signed by the last of the Parties to sign them and the County has signed.
the County Authorizing Document. The TOR Closing Date will be the same day as the
Effective Date if this Agreement, the Closing Documents, and the County Authorizing
Document are all signed by the last Party to sign them on the same day. .
"TOT Closing" means the performance of all acts required to complete the
Transfer of Title under this Agreement and the Closing Documents.
"TOT Closing Date" means the date on which the Grant Deed is recorded in the
County Recorder's Office.
"Transfer of Responsibility" means the County's full and final grant, transfer,
absolute assignment, and conveyance to the AOC, and AOC's full and final acceptance
and assumption of, entitlement to, and responsibility for, all of the County's rights,
duties, and liabilities arising from or related to the Real Property under this Agreement
and the Act, except for those duties and liabilities expressly retained by the County under
this Agreement and the Act.
"Transfer of Title" means the County's conveyance and assignment to the State
on behalf of the Council of all of the County's right, title, and interest in and to the
Property.
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"Transfers" means the:Transfer of Responsibility and the Transfer of Title.
4. ` RESPONSIBILITIES AFTER TRANSFER.
4.1 Transfer of Responsibility; Transfer of Title. To accommodate the AOC's
receipt of funding from the State Department of Finance for development of a new court
facility in the County, the Parties agree that the TOR Closing Date and the TOT Closing
Date will not be on the same day. The TOR Closing Date will occur first and the AOC
.will make reasonable efforts to cause the TOT Closing Date to occur as promptly as
possible thereafter, as provided in Section 5.2 of this Agreement. On the TOR Closing
Date the TORClosin will occur, and on the TOT Closing Date the TOT Closing will
g g g
occur, each under this Agreement and the Closing Documents.
4.1.1 AOC to Purchase Counts Equity Rights; Lease of Space by
County.
4.1.1.1 County's Equity Rights. As of the Effective Date, the
County occupies the County Premises. In connection'with the Transfers, the AOC has
decided to exercise. its "right to conduct an Equity Purchase in respect of the County's
equity rights in the Building, as that term is used in the Act. On or before the TOT
Closing Date, the AOC will deposit the Equity Purchase Price into escrow. Payment of
the Equity Purchase Price is a condition of the TOT Closing. Due to the Equity Purchase,
the Parties will complete the Transfers as though the Building was an exclusive-use court
facility under the Act, such that starting on the TOR Closing Date, both the County
Facilities Payment and the AOC's responsibility for funding and operation will relate to
the entirety of the Real Property, subject to the terms of this Agreement, the Act, and .
when effective, the Lease: .
4.1.1.2 Lease of County Premises. Section 70344(b) of the
Act provides, among other things, that the AOC has the right to require the County to
vacate the Building at the time.of the Equity Purchase and that the AOC must pay the
County's relocation costs. However, the Countydesires to continue to occupy the
County Premises for a period of time after the Equity Purchase is completed. The AOC
anticipates that it will have a future need for the County to vacate the County Premises,
but until then, the AOC is willing to lease the County Premises to the County on the
terms set forth in the Lease. In connection with the Transfers, the Parties will sign and
deliver the Lease to one another. The Lease will automatically take effect on the TOT
Closing Date. In exchange for the AOC's agreement to enter into the Lease, the County
waives and relinquishes its rights under § 70344(b).of the Act to require the AOC to pay
for the County's-relocation costs at the time that the County,actually vacates the-.
Building.
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4.2 Specific Responsibilities After TOR Closing; Date. The Parties will have,the
following specific rights, duties, and liabilities at all times after the TOR Closing Date:
4.2.1 Utilities. If not completed before the TOR Closing Date, the
Parties will work together, diligently; and in good faith, to cause the County's accounts
with all providers of utilities to the Real Property, except third-party providers of
telecommunication services, to be assigned to and assumed by the AOC as of the TOR
Closing Date. If any utility accounts cannot be assigned to the AOC, the Parties will
work together to cause the County's accounts to be closed as of the TOR Closing Date
and new accounts for.those utilities to be opened in the name of the AOC. The County
will be responsible to pay all charges and fees for the utilities provided to the Real
Property, except for fees and charges of third-party providers of telecommunications
services, for all periods'prior to the TOR Closing Date. The AOC or the Court will be
responsible for payment of the fees and charges for utilities provided to the Real
..Property, including fees and charges of third-party providers of telecommunications
services, on and after the TOR Closing Date. The County will send to the AOC all
invoices and other communications concerning accounts for utilities provided to the
Court Facility after the TOR Closing Date, and the AOC will be responsible to cause
payment of those invoices.. The County will reimburse the AOC.promptly upon demand
for any utilities cost for which the County is responsible.
4.2.2 'Building Software. The County will continue to maintain, and
the State Parties will have uninterrupted use of and access to, the Building Software and
the County's hardware that operates the Building Software. The AOC will reimburse the
.County for the actual costs of maintenance and repair of the Building Software and the
hardware that operates the Building Software. If a third party provides any maintenance .
services, the County must include with its invoice to the AOC a copy of the original bill
and any supporting documents from the third-party service provider. If County staff
provides the maintenance services, the AOC will reimburse the County at the same rate
charged.by the County to County departments for those services. If the Parties agree, in
good faith,that the Building Software or the. County's operating hardware should be
replaced, the AOC will procure new software or hardware systems for the Building at the
AOC's sole expense. After written notice from the AOC, the County will discontinue all
maintenance services in respect of the Building Software, and if requested in writing by
the AOC, the County will promptly remove from the Real Property any County owned or
leased personal property related to,the Building Software and will repair, at the County's
sole expense, any damage to the Real Property caused by removal of that personal.
property. .
4.2.3 Security-Related Areas. This Agreement does not supersede,
replace, or modify any agreement between the County and the Court with respect to
security staffing for the Real Property.
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4.2.4' Correspondence. The County will endeavor to forward or
direct by first-class U.S. mail, postage pre-paid,or by facsimile transmission, all
correspondence, invoices, and information related to management, operation,
maintenance, or repair of the Real Property for the period on and after the TOR Closing
Date, to the Director of the AOC's Office of Court Construction and Management at 455
Golden Gate Avenue, San Francisco, California 94102, facsimile number(415) 865-
8885.
4.2.5 County,Facilities Payments. The County will make all County
Facilities Payments in accordance with.the Act and Section 6 of this Agreement.
4.2.6 Notice of Disputes. The County will use best efforts to ,
promptly notify the AOC in writing of any Dispute filed after the TOR Closing Date that .
concerns or alleges acts or omissions of the County committed at any time related to the
Property.
4.2.7 Personal Property. If either Party determines that there exists
any Tangible or Intangible Personal Property not previously transferred or assigned to the
AOC, that Party will promptly provide to the other Party a notice that includes a
reasonably-detailed, written description of that property. At the AOC's request, the
County will transfer, convey, or assign to the AOC any or all of the Tangible or
Intangible Personal Property described in that notice.
4.2.8 Adjustments. The Parties will make the appropriate
adjustments for prorations or computations required by this Agreement or the Closing
Documents as promptly as possible once accurate information becomes available.
evidencing that either Party is entitled to an adjustment. Any prorations will be based on
a 365-day fiscal year. The.Party entitled to the adjustment must make written demand on
the other Party for the adjustment within 1 year after the TOT Closing Date and will
provide a reasonably-detailed explanation of the basis for the demand and all supporting
documentation. The Parties will promptly pay each other any corrected proration or
adjustment amounts.
4.2.9 Telecommunications Services. The County will continue to
offer telecommunications services to the State Parties, for the benefit of the Court in the
Court Facility, on the costs and terms set forth in the Telecommunications MOU.
4.2.10 Brick Shed. The County will vacate the Brick Shed prior to, or
as promptly as reasonably possible after, the TOR Closing Date.
4.2:11 Relief from § 70311 Obligations. Effective on the TOR .
Closing Date, the AOC confirms and agrees that the County will be'and is relieved of any
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responsibility under § 70311 of the Act for providing to the Court those necessary and
suitable court facilities currently located in the Building.
4.2.12 Workers' Compensation Coverage; Each Party Responsible for
its Own. The State Parties and the County Parties will each be responsible to ensure that
all Workers' Compensation benefits required by the State are provided to its own
employees who are injured,in the scope and course of their employment.
'43 Specific Responsibilities During the Interim Period. The Parties will have
the following.specific rights, duties, and liabilities only during the Interim Period:
4.3.1 No Material Changes. The County will not: (1) transfer or
agree to transfer any right, title, or interest in the Real Property to any third party; (2)
enter,into any agreement concerning the Real Property without the AOC's prior written
consent; (3) do anything that would result in a change to the zoning or entitlements for
use of the Real Property' or (4) cause the Real Property to become subject to a deficiency
.under § 70326(b) of the Act.
4.3.2 Liability-Exposure.
(a) Indemnification Obligation of State Parties. The State
Parties will and do indemnify, defend, and hold harmless the County_Parties;with-
counsel reasonably acceptable to the County.Parties, from and against all Indemnified
Loss arising from (1) all AOC Claims, and (2) General Liability Claims where and to the
extent that the General Liability Claims result from the willful misconduct or negligent
acts,errors, or omissions of any State Party;
(b) Indemnification Obligation of County Parties. The
County Parties will and do indemnify, defend, and hold harmless the State Parties, with
counsel reasonably acceptable to the State Parties, from and against all Indemnified Loss
arising from General Liability Claims where and to the extent that the General Liability
Claims result from the willful misconduct or negligent acts, errors, or omissions of any
County Party;
(c) Indemnified Party's Participation. The indemnifying
Party must manage and be entirely liable for the Indemnified Loss for which it is
responsible under Sections 4.3.2 (a) and (b). The indemnified Party may elect, but is not
required, to participate, at the indemnified Party's sole expense, in the litigation,
settlement, or other resolution of any Indemnified Loss as to which it is the indemnified
Party. If the indemnified Party elects to participate in the litigation or other resolution of
an Indemnified Loss, the indemnifying Party will cooperate with the indemnified Party's
participation so long as no conflict.of interest arises.
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4:3.2.1 Intentionally Omitted.
4.3._2.2 Third-Party Contractor Insurance. Each Party must
require all of its third-party vendors, contractors, and all levels of subcontractors, and
their employees, consultants, and representatives that provide goods, services, or supplies
to the Real Property ("Contractors") to (a) obtain and maintain insurance of the type and
with coverage amounts that are usual and customary to their type of business or
exposures related to the work being performed on the Real Property, (b) name both
Parties as additional insureds by specific endorsement to their respective general liability
. policies, (c) provide.a waiver of subrogation in favor of the Parties with respect to their
property insurance policies, and (d) provide to the Parties a 30-day notice of cancellation
or material change in any insurance policy coverages required hereunder. Unless the
Parties otherwise agree, all Contractors will be required to indemnify, defend, and hold
harmless the County Parties and the State Parties from and against all claims, demands,
liabilities, damages, attorney fees, costs, expenses, and losses arising from the
performance by those.Contractors under their contracts, and neither Party waives any
right of recovery or subrogation against the other in respect of their contractual
arrangements with the Contractors. This Section 4.3:2.2 does not apply to, and the term
"Contractors" does not include, third party vendors and Contractors that provide office or
business related goods, services, or supplies to any County Party or State Party occupant
of the Building, such as, but not limited to, bottled water suppliers, process servers,
couriers and delivery companies,,and office supply companies.
4.3.3 Waiver of Subrogation Concerning Physical Damage. The
State Parties and the County Parties and their respective insurers (if at any time
applicable) hereby mutually waive their respective rights of recovery against one another
` for losses, costs, and liabilities related to physical damage to the Real Property or any
business personal property.
4.3.4 No Waiver of Equity Rights. .No term of this Agreement shall.
be deemed or construed to waive, diminish, release,or otherwise affect the equity rights
(as that term is used in the Act) of either Party in respect of the Real Property, except that
upon the completion of the Equity Purchase, including the AOC's payment of the Equity
Purchase Price to the County, the County will have sold and conveyed all of its equity
rights (as that term is used in the Act) in the Real Property to the AOC.
4.4 Specific Responsibilities After TOT Closing Date. The Parties will have the
following specific rights, duties, and liabilities, in addition to those set forth in Section 4.2
of this Agreement, at all times after the TOT Closing Date.
4:4.1 County Access for Operation of Telecommunications
Equipment. Certain components of the County's telephone system, including the
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telephone line interface module and related equipment known as LIM and its associated
subcomponents (e.g., power supplies, batteries, rectifiers, UPSs, cable modems, etc.)
(collectively, the "LIM"), are located in the employee break room in the Court Facility.
The LIM is part of the County communications system, and is tied to the Tandem PBX
located at 30 Douglas Drive, Martinez, California. Pursuant to the Telecommunications
MOU, the County is the telecommunications service provider for the Building and
provides voicemail for the Court Facility by County equipment at 30 Douglas Drive,
Martinez, California. Effective on the TOT Closing Date, the AOC grants to the County
the right of ingress, egress, and access to all parts of the Real Property in which any
component or subcomponent of, or connection to, the LIM is located, as reasonably
required for the County's continued operation, use, maintenance, expansion, replacement,
and repair of the LIM or the associated County backbone copper cable plant in support of
the LIM, all of which will remain the sole and exclusive responsibility and obligation of
the County pursuant to the Telecommunications MOU.
5. CLOSING THE TRANSFERS
5.1 TOR Closing Date. The TOR Closing will occur upon signature of this
Agreement and the Closing Documents by the last of the Parties to sign. The TOR
Closing Date will not be affected by the date of delivery of the signed originals of this
Agreement or the Closing Documents.
5.1.1 Closing Documents. The Closing Documents are as follows:
(a) The Grant Deed;
(b) The Lease,
(c) Any other documents required by Law, or reasonably
requested by the State Parties or their title company, or the County to effect either,
Transfer.
5.1.2 Time For Signature. The Parties will sign the Closing
Documents on or as expeditiously as possible following the Effective Date. If the
Closing Documents have not been fully signed by the Parties within 10 days after the
Effective Date, either Party that has signed.the Closing Documents may terminate this
Agreement and the Closing Documents upon 5 business days notice to the other Party;
but if the Closing Documents are fully signed by the Parties prior to the end of the 5
business day period, any termination notice shall be of no force or effect.
5.1.3 Cooperation. The County will cooperate'with the AOC to
resolve to the satisfaction of the PWB any condition of the Real Property that the PWB
may reasonably require be resolved for approval of the Transfer of Title.
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5.2 The TOT Closing Date. The AOC will endeavor to obtain the PWB's
approval of the Transfer of Title within 90 days after the TOR Closing Date, and to cause
the Grant Deed to be recorded, and the County's original set of this Agreement and the
.Closing Documents to be delivered to the County, within 10 business days after the
AOC's receipt of the Acceptance Document from the PWB.
5.3 Conditions for Closing. _Neither Party will be obligated to consummate
either Transfer unless the following conditions to the Transfer then being completed are
satisfied or waived prior to the applicable Closing Date. The conditions for the benefit of
the County may only be waived by the County, and the conditions for the benefit of the
AOC may only be waived by the AOC.
5.3.1 Conditions to Each Transfer for the Benefit of the AOC. The
AOC must be satisfied that (1) all'of the County's representations and warranties in this
Agreement are accurate and complete in all material respects as though made on the
applicable Closing Date, and (2) there are no County Events of Default under this
Agreement nor any circumstance which, but for the passage of time or the giving of
notice or both, would constitute a County Event of Default as of the applicable Closing
Date.
5.3.2 Condition to the Transfer of Title for the Benefit of the AOC.
The PWB shall have approved the Transfer of Title, as evidenced by a signed Acceptance
Document; and a.title insurance company acceptable to the State Parties shall be
irrevocably committed to issue an owner's policy of title insurance to the State on the
TOT Closing Date insuring the State's ownership of title to the Real Property, subject
only to exceptions acceptable to the State Parties.
5.3.3 . Conditions to Each Transfer for the Benefit of the
County. The County must be satisfied that (1) all of the ADC's representations and
warranties in this Agreement are accurate and complete in all material respects as though
made on the applicable Closing Date, and (2) there are no AOC Events of Default under
this Agreement nor any circumstance which, but for the passage of time or the giving of.
notice or both, would constitute an AOC Event of Default as of the applicable Closing
Date, and (3) as a condition to the TOT Closing Date and recordation of the Grant Deed,
that the AOC has deposited the Equity Purchase Price into escrow with instructions for
payment to the County on the TOT Closing Date. Prior to the TOT Closing Date, the
AOC will-provide the County with contact information.for the escrow, and the County
will provide the escrow with written instructions stating how the escrow must deliver the
Equity Purchase Price to the County(e.g., check, wire transfer pursuant to wiring
instructions provided by the County, etc.).
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5.4 Deliver of Si named Agreement, Closing Documents, and County
Authorizing Document. The last Party to sign this Agreement and the Closing Documents
must deliver.to the AOC, within 3 business days after signing, the signed originals of this
Agreement and the Closing Documents, and the County must also deliver to the AOC,
li
together with those signed originals, the County Authorizing Document.
5.5 Delivery of Possession. On the TOR Closing Date, the County will deliver
to the AOC, and the AOC will accept from the County, custody, control, and complete
responsibility of the Real Property, including the Court Facility, the Building, and the
Court Parking, and the Personal Property, subject to the County's continued occupancy of
the County Premises and record title ownership of the Real Property. On the TOT
Closing Date, the County will deliver to the State Parties title to the entirety of the
Property, subject to the County's continued occupancy of the County.Premises under the
Lease.
5.6. "As-Is". Subject to the terms of this Agreement and-the Act, the AOC will
accept responsibility for the Real Property on the TOR Closing Date and State will be
granted title to the Real Property on the TOT Closing Date, respectively, in the "as is"
condition of the Real Property and without requiring payment from the County for any
deficiencies in the Real Property that are caused by deferred maintenance.
6. COUNTY FACILITIES PAYMENT
6.1 Amount of County Facilities Payment. The amount of the County Facilities
Payment is $183,661, subject to adjustment under § 70355 of the Act. This amount is
based on a TOR Closing Date occurring within the same fiscal quarter as the Effective
Date. If the TOR Closing Date does not occur in the same fiscal quarter as the Effective
Date, the Parties will recalculate the,County Facilities Payment as set forth in the Act.
6.2 County Facilities Payment Obligation. The County will pay to the
Controller the County Facilities Payment under Article 5 of the Act and Section 6 of this
Agreement.
6.2.1 Prorations. If the TOR Closing Date falls on any date other
than October 1, January 1, April 1 or July 1, the first quarterly installment of the County
Facilities Payment will be prorated for the period from the TOR Closing Date to the last
day of the fiscal quarter in which the TOR Closing Date occurs. The first quarterly
installment is $18,164.16 based on a TOR Closing Date of May 26; 2006 and subject to
adjustment under § 70355 of the Act. If this TOR Closing Date changes, the amount of
the first quarterly installment will be recalculated in accordance with this Section 6.2.1
and Section 6.1, if applicable. No later than 5 business days after the TOR Closing Date,
the County will deliver to the Controller the first quarterly County Facilities Payment.
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6.2.2 Quarterly County Facilities Payments. The County will make
County Facilities Payments every fiscal quarter at the time and in the amount that is
required by the Act and this Section 6, including any adjustments to the County Facilities
Payment amount, except for the first quarterly installment of the County Facilities
Payment which must be adjusted and prorated in accordance with Sections 6.2.1 and
6.2.2.
7. REPRESENTATIONS AND WARRANTIES
Each Party hereby makes the representations and warranties set forth in.this
Section.7 to the other Party as of each of the Effective Date, the TOR Closing Date, and
the TOT Closing Date. Each Party shall give written notice to the other within 5 business
days of its discovery.of any facts, events, or circumstances that would render any
information contained in that Party's representations and warranties in this Agreement or
any Closing Document incomplete, untrue, or misleading, but if a Party makes that
discovery within 7 calendar days prior to the then-applicable Closing Date, then that
Party must immediately deliver written notice of the relevant information to the other
Party, whereupon the then-applicable Closing will be automatically delayed to allow the
Party receiving that notice sufficient time to decide whether to proceed with the Closing.
7.1 The County's Representations and Warranties. The phrase "to the best of
the County's knowledge" or words of similar import, means the actual knowledge of .
Terry Mann, the Deputy Director of the County's Department of General Services, and
the County represents that Mr. Mann is the County staff person most knowledgeable
about all the various aspects of the Real Property and has access to County documents and
information to give the County's representations and warranties.
7.1.1 Good Standing. The County is a political subdivision of the
State duly organized, validly existing, and in good standing under the Law of the State.
7.1.2 Authority. The County Authorized Signatory has been duly
authorized and empowered, by a resolution or other formal action of the County Board of
Supervisors, to sign this Agreement and the Closing Documents on behalf of the County.
7.1.3 Due Execution and Delivery. This Agreement and the Closing
Documents executed by the County are legal, valid, and binding obligations of the
County and fully enforceable against the County.
7.1.4 No Conflict. To the best knowledge of the County, this
Agreement and the Closing Documents do not and will not violate.any provision of any
agreement, obligation, or court order to which the County is a party or by which the
County or any of its assets is subject or bound. To the best knowledge of the County, -
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there is no Law in effect that would.prohibit the County's execution, delivery, or
performance of its obligations under this Agreement or the Closing Documents.
7.1.5 Title to Real Property. To the best knowledge.of the County,
other than those.rights and interests that are subject.to any recorded encumbrances: (1)
the County has good and marketable fee title to the Real Property, free and clear of any
liens, claims, encumbrances, or security interests in favor of third parties; and (2) no
. .person or entity other than the County has any title or interest in or right to occupy or use
the Real Property; and (3) the County has not granted, conveyed, or otherwise transferred
to any person or entity any title or interest in or right to, or any.future right to acquire any
title or interest in or right to, the Real Property.
7.1.6 Title to Tangible Personal Property. The County has
conducted a reasonable and diligent search to determine whether any of the Tangible
Personal Property is property of the County.. To the best knowledge of the County; the
Excluded Tangible Personal Property is the only tangible personal property in or on the
Real Property that belongs to the County as of the Effective Date, and the County does
not own or claim any interest in the Tangible Personal Property.
7.1.7 Intangible Personal Property; OccupancyAgreements. To the
best knowledge of the County, there is no Intangible Personal Property and there are no
Occupancy Agreements, including any under which any one or more vending machines
are located in the Building.
7.1.8 List of Disputes. To the best knowledge of the County, with
the exception of the Disputes specifically listed in Exhibit "H," there are no Disputes.
7.1.9 No Violations of Law. To the best knowledge of the County,
the County has not received any written notice from any State, federal, or other
governmental authority requesting or requiring the County to correct any violations of
Law pertaining to the Property. To the best of County's knowledge, security-related
areas of the Real Property, including but not limited to the holding cell, are either in full
compliance with the standards set forth in Titles 15 and 24 of the California Code of
Regulations, or are exempt from compliance with those standards.
7.1.10 Accurate Disclosure. The County maintains in its ordinary
course of business the Property Disclosure Documents delivered or made available to the
AOC for the Transfer. The County has not intentionally altered any of these Property
Disclosure Documents in.any manner that renders them inaccurate, incomplete, or
misleading.
7.1.11 No Condemnation. To the best knowledge of the County, the
County has not received a written notice of any pending modification of a street or
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highway contiguous to the Real Property, or any existing or proposed eminent domain
proceeding that could result in a taking of any part of the Real Property.
7.1.12. No Environmental Violations. Except as set forth in the
Property Disclosure Documents provided to the AOC, or in any environmental
assessments or investigations of the Real Property performed by the AOC, to the best
knowledge of the County, there are no existing violations of Environmental Laws in, on,
under, adjacent to, or affecting the Real Property.
7.1.13 No Other Equipment Permits. To the best knowledge of the
County, the only piece of Building Equipment that requires an Equipment Permit is the
Air Compressor.
7.1.14 . Full and Complete Disclosure. The County conducted a
reasonable and diligent search of its records for,and to the best knowledge of the County,
the County provided to the AOC, all existing Property Disclosure Documents within the
County's possession, custody, or control.
7,2 ADC's Representations and Warranties. The phrase "to the best of the
AOC's knowledge," or words of similar import, means the actual knowledge of the
Director, Office of Court Construction and Management, and the AOC represents that
this is the person within the AOC most knowledgeable with respect to the matters
described in the AOC's representations and warranties, and has access to AOC
documents and information to give the ADC's representations and warranties.
7.2.1 Good Standing. The Administrative Office of the Courts is the
staff agency to the Council, an entity established by the Constitution of the State, validly
existing under the Law of the State;
7.2.2 Due Execution and Delivery. Each person executing this
Agreement and Closing Documents on behalf of a State Party has been duly authorized
and empowered to bind the State Party for which it is signing, and this Agreement and the
Closing Documents are legal, valid, and binding obligations of and enforceable against
those State Parties.,
7.2.3 No Conflict. To the best knowledge of the AOC, this
Agreement and the Closing Documents do not and will not violate any provision of any
agreement, obligation, or court order, to which the AOC_is a party or by which the AOC
or any of its assets is subject or bound. Other than in connection with the PWB's
approval of the Transfer of Title, to the best knowledge of the AOC, there is no Law in
effect that would prohibit the AOC's execution, delivery, or performance of its
obligations under this Agreement or the Closing Documents.
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8. INDEMNITIES
8.1 The AOC's Indemnities. The AOC indemnifies, defends, and holds
harmless the County Parties against all Indemnified Loss asserted against the County
Parties arising from the following except as set forth in Section 8.3 below:
8.1.1 Representations and Warranties. Any breach of or inaccuracy in
the AOC's representations and warranties contained in Section 7.2 of this Agreement or
in the Closing Documents; and
8.1.2 AOC Responsibilities. Any event occurring on or after the TOR
Closing Date, or which is otherwise attributable to the time on or after the TOR Closing
Date, arising from or related.to the.AOC's possession, operation, management,
maintenance, and repair of, or responsibility for, the Property on and after the TOR
Closing Date. This indemnity cannot be deemed or construed to limit or diminish the
State Parties' obligations contained in any agreement between the County and State
Parties, or that are otherwise required by Law, which are required or permitted to be
performed prior to the TOR Closing Date.
8.2 The County's Indemnities. The.County indemnifies, defends, and holds
harmless the State Parties against all Indemnified Loss asserted against the State Parties
arising out of the following except as set forth in Section 8.3 below:
8.2.1 Covenants. Any breach by a County Party of its obligations set
forth in this Agreement or the Closing Documents;
8.2.2 Representations and Warranties. Any breach of or inaccuracy in
the County's representations and warranties contained in Section 7.1 of this Agreement
or set forth in the Closing Documents;
8.2.3 County Responsibilities. Any event occurring before the TOR
Closing Date, or which is otherwise attributable to the time prior to the TOR Closing
Date, related to the County's ownership, possession, operation, management,
maintenance, and repair of, or responsibility for, the Property. This indemnity cannot be
deemed or construed to limit or diminish the County Parties' obligations contained in any.
agreement between the State Parties and the County Parties, or that are otherwise
required by Law, which are required or permitted to be performed after the TOR Closing .
Date; and
8.2.4 CERCLA. Under § 70393(d) of the Act, any liability imposed on
the State Parties pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, (42 U.S.C. § 9601 et seMc .), or related provisions,
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for conditions that existed in, on, or under the Real Property at the time of the TOR
Closing Date whether or pot known to the County.
8.3 'Indemnity Exclusions. Neither Party will be entitled to be indemnified by
the other Party under this Agreement in respect of any event, circumstance, or condition
that arises from its own negligence or willful misconduct. The indemnification
obligations of the Parties under Sections 8.1 and 8.2 of this Agreement will in no event.
release the Parties from their respective obligations set forth in this Agreement, the
Closing Documents, or'any other agreement, or in any way diminish the duty of either
Party to fully and faithfully perform those obligations.
9. RIGHT TO AUDIT
The County will maintain all records relating to the County Facilities Payment due
and owing from the County under the Act, according to the time limits contained in the
instructions for calculation of the County Facilities Payment. The County will also ,
maintain an accounting system, supporting fiscal records, and agreements related to the
Property to address claims and disputes arising under this Agreement.and the Closing
Documents in accordance with the requirements of the Act. The County will also
maintain records relating to all receipts and expenditures from the local courthouse
construction fund established under Government Code § 76100, which the AOC has the
right to audit under § 70391(d)(1) of the Act The County.will provide to the AOC, or its
designated representative or consultant,copies of, or access to, these records and
supporting documents for inspection and audit at any reasonable time.
10. DEFAULT NOTICE AND CURE
Upon a Party's breach or default of any provision of this Agreement, the non-
defaulting Party will provide written notice to the defaulting Party of the breach or
default ("Default Notice"). Upon receipt of the Default Notice, the defaulting Party will
have 30 calendar days to cure the breach or default described in the Default Notice and to
provide evidence of that cure to the non-defaulting Party. If the breach or default is not
capable of cure within the 30 calendar day period, then no breach or default can be
deemed to have occurred by reason of the failure-to cure so long as the defaulting Party
promptly begins,and diligently and continuously performs the cure to completion within a
reasonable time period, not to exceed 90 calendar days from commencement of the cure
("Cure Period"). If the defaulting`Party does not provide evidence of the cure to the
non-defaulting Party within.the Cure Period, then the defaulting Party will be deemed to
have committed an "Event'of Default," and the non-defaulting Party will have the right,
but not the obligation, to pursue its rights with respect to resolution of disputes under
Section 12 of this Agreement. The Parties may at any time mutually agree to commence
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the dispute resolution procedures in Section 12 of this Agreement before the end of the
Cure Period.
11. CONDEMNATION
If the County receives written notice advising of an actual or intended
condemnation of the Real Property ("Condemnation Notice"), the County will
immediately deliver a copy of that Condemnation Notice to the AOC. Effective on the
'TOT Closing Date, the County assigns to the AOC all of the County's right, title, and
interest in and to all proceeds of condemnation to which the County is entitled with
respect to the Real Property.
12. DISPUTE RESOLUTION
12.1 Unassisted Negotiation. Jn the event of a dispute between the Parties
relating to performance of the Parties' obligations under this Agreement, or any aspect of
the Transfer transactions contemplated in this Agreement, the County Administrator or a
person that he or she designates who has authority to negotiate on behalf of, and to
recommend settlement to, the County, and an Assistant Director of the-AOC's .Office of
Court Construction &Management must meet to discuss a resolution to the dispute. If the
Parties cannot resolve their dispute within 30 calendar days through that unassisted
negotiation, they will attempt to resolve the dispute by mediation under this Section 12.1.
If the dispute concerns a matter within the jurisdiction of the Court Facilities Dispute
Resolution Committee ("CFDRC"), established by § 70303 of the Act, the Parties must
first mediate the dispute before a Party may commence a dispute.resolution proceeding
before the CFDRC.
12.2 Mediation.
12.2.1 Initiation of Mediation. Either or both of the Parties may
request the initiation of mediation for any disputedescribed in Section 12.1, whether or
not the dispute falls within the CFDRC's jurisdiction, by delivering a written request for
mediation ("Mediation Request") to the other Party. The Mediation Request must (1)
include a brief summary of the issues in dispute, (2) state the dates on which the
requesting Party is unavailable to attend the mediation within the immediately-
succeeding 90 calendar days after the delivery to the other Party of the Mediation
Request, and (3) list at least 3 neutral mediators who are acceptable to the requesting
Party for mediation of the dispute. Within 5 business days after the requesting Party's
delivery of a Mediation.Request to the other Party, the responding Party must deliver to
the requesting Party a response to the Mediation Request ("Mediation Response"),
which must: (a) include a brief summary of the issues in dispute (which may or may not
be the same as the summary provided by the requesting Party); (b) state the dates on
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which the responding Party,is unavailable to attend the mediation within the 85 calendar
days immediately following the requesting Party's receipt of the Mediation Response;
and (c) state whether any of the neutral mediators listed in the Mediation Request are
acceptable to the responding Party and, if none are, then the Mediation Response must
list at least 3 neutral mediators who are acceptable to the responding Party.
12.2.2 Selection of Mediator. Within 10 calendar days after delivery
to the requesting Party of the Mediation Response, the Parties will attempt in good faith
to agree upon a neutral mediator to preside over the mediation.. If the Parties are not able
to agree upon a`neutral mediator within 10 calendar days after delivery to the requesting
Party of the Mediation Response, the Parties must apply to the CFDRC for selection of a
neutral mediator,to mediate the dispute. The Parties' application to the CFDRC must.be
filed in accordance with the regulations and rules adopted by the CFDRC under the Act
("CFDRC Regulations") and.must include copies of the Mediation Request and the
Mediation Response. The mediator must be a person knowledgeable in the provisions of
the Act and with a reasonable degree of experience and expertise with the Transfer
contemplated in the Act. The mediator must have no current or prior involvement with
either Party in the negotiations between the Parties related to court facility transfers under
the Act, and.will discharge his or her duties impartially and as a neutral, independent
participant to the mediation process to assist the.Parties to achieve a settlement and
compromise of their dispute, taking into consideration the relevant facts, applicable Law
and the pertinent provisions of any relevant agreement between the County and the AOC.
The selection of a mediator by the CFDRC will be final and binding on the Parties.
12.2.3 Cost of Mediation. The Parties will share equally in payment
of all costs of-the mediation, including the compensation of the mediator. The Parties
and the mediator must reach a written agreement regarding the mediator's compensation
and expenses before the mediation is commenced. :
1.2.2.4 Date, Time, and Place of Mediation." In consultation with the
Parties, the mediator will fix the date, time, and place of each mediation session. The
mediation may be held at any convenient location agreeable to the Parties and the
mediator. Mediation must be completed within 90 calendar days after the requesting
Party's delivery to the responding Party of the Mediation Request.
.12.2.5 Attendance at Mediation. Both Parties'must attend the
mediation session(s). The Parties may satisfy this attendance requirement by sending a
representative familiar with the facts of the dispute, who has the authority to negotiate on
behalf of, and to effectively recommend settlement to, the Party he or she represents..
Any Party to the mediation may have the assistance of an attorney or other representative
of its choice, at its own cost. Other persons may attend the mediation sessions only with
the consent of the Parties and the mediator.
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i`
12.2.6 Statements Before Mediation. The mediator will determine
the manner in which the issues in dispute will be framed and addressed. The Parties
should expect that the mediator will request a premediation statement outlining facts,
issues, and positions of each Party ("Premediation Statement") in advance of the
mediation session. At the discretion of the mediator, the Premediation Statements or
other information may be mutually exchanged by the Parties.
12.2.7 Confidentiality. The mediation Iwill be confidential in all
respects, and the provisions of California Evidence Code §§ 1152 and 1154 will apply to
all written and verbal evidence presented in the mediation and to settlement
communications made in the Premediation Statement, during the mediation itself, or
otherwise in furtherance of or related to the mediation or the settlement of the dispute.
The Premediation Statements shall be confidential, for settlement purposes only, and will
not be admissible in.any other hearing before the CFDRC or for any purpose other than
for the mediation. Without limiting the foregoing, the provisions of California Evidence
Code §§ 1115 through 1128, inclusive, will apply in connection with any mediation
under this Agreement.
12.3 Referral to CFDRC. After compliance with the terms for mediation
provided in Sections 12.1 and 12.2, any unresolved dispute involving any of the matters
set forth in §§ 70303(c)(1) through (5) of the Act will be referred to the CFDRC for
hearing and recommendation by the Director of Finance, as contemplated in the Act'and
in accordance with the CFDRC Regulations.
13. NOTICES
Any notice or communication required to be sent to a Party pursuant to this
Agreement must refer to this Agreement and must state that the notice is being sent
pursuant to this Section 13. The notice must be sent in writing by personal delivery
(including overnight courier service) or certified U.S. mail, postage pre-paid and with
return receipt requested, to the Parties at their addresses indicated below. Routine
exchange of information may be conducted via telephone, facsimile, and/or electronic
means, including e-mail.
If to the AOC:
Administrative Office of the Courts
Attention: Director, Office,of Court Construction and Management
455 Golden Gate Avenue
San Francisco, CA 94102
Voice: 415-865-7971
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With a copy to:
Administrative Office of the Courts
Office of the General Counsel
Attention: Managing Attorney, Real Estate Unit
455 Golden Gate Avenue
San Francisco, CA 94102
Voice: 415-865-8084
In addition, all'audit requests and notices by the County relating to termination of
this Agreement or alleged breach or default by the AOC of this Agreement or a
Closing Document must also be sent to:
Administrative Office of the Courts
Attention: Business,Services Manager
455 Golden Gate Avenue
San Francisco, CA 94102-3688
Voice: 415-865-7978
If to the County:
County Administrator
County of Contra Costa
Attention: Capital Facilities Manager
651 Pine Street,'l lth Floor
Martinez, CA 94553
Voice: (925) 335-1021
and
General Services Director
County of Contra Costa
Attention: Deputy Director
1220 Morello Avenue, Suite 100
Martinez, CA 94553
Voice: (925) 313-7163
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With a copy to:
Office of the County Counsel
County of.Contra Costa
651 Pine Street,,91h Floor
Martinez, CA 94553
Voice: (925) 3354800
{
A Party may change its address for-notice under this Agreement by giving written
notice to the other Party in the manner provided in this Section 13. Any notice or
communication sent under this Section 13 will be deemed to have been duly given as
follows: (1) if by personal delivery, on the date actually received by the addressee,or its
representative at the address provided above, or (2) if sent by certified U.S. mail, return
receipt requested,on the first business.day that is.at least 3 calendar days after the date
deposited in the U.S. Mail.
14. SURVIVAL OF TERMS AND PROVISIONS
The following sections of this Agreement will survive the TOR Closing and the
TOT Closing, and will remain in full force and effect: 3, 4.1 (only until the Equity
Purchase has been completed), 4.2, 4.3, 4.4,_4.5, 5.5, and 6 through 15, inclusive. All
other rights and duties hereunder will cease on the TOT Closing Date. In the event of the
termination of this Agreement, all documents, other tangible objects, and information
containing or representing confidential or proprietary information which have been
disclosed.by one Party to the other, and all'copies which are in the possession or under
the control of the other Party will be and remain the property of the Party that disclosed
the documents, objects, and information, and all those documents and other tangible
objects will be promptly returned to the Party that disclosed them at that Party's written
request.
15. MISCELLANEOUS
15.1 Amendments. This Agreement may be amended only by written agreement
signed by both of the Parties.
.1 5J' Waivers. No waiver of any provision of this Agreement will be valid unless
it is in writing and signed by both the AOC and the County. Waiver by either Party at any
time of any breach of this Agreement cannot be deemed a waiver of or consent to a breach
of the same or any other provision of this Agreement. If a Party's action requires the
consent or approval of the other Party, that consent or approval on any one occasion
cannot be deemed a consent to or approval of that action on any later occasion or a
consent or approval of any other action.
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l 5.3 Force Majeure. Neither Party is responsible for performance under this
Agreement to the extent performance is prevented, hindered, or delayed by fire, flood,
earthquake, elements of nature, acts of God, acts of war (declared and undeclared), riots,
rebellions, revolutions, or terrorism, whether foreseeable or unforeseeable.
15.4 Assignment.ng�ment. Neither Party may assign this Agreement in whole or in part,
whether by operation of law or otherwise, to any other entity, agency, or person without
the prior written consent of the other Party. Even if that consent is given, any assignment
made in contravention of any Law will be void and of no effect.
15.5 BindingEffect. This Agreement binds the parties and their permitted
successors and assigns.
15.6 Third Parties Benefited. The State Parties are intended beneficiaries of all
provisions of this Agreement and the Closing Documents for the benefit of the AOC.
15.7 Governing Law. This Agreement, and the Parties' performance under this
Agreement, will be exclusively governed by the laws of the State without regard to its
conflict of law provisions. The Parties, to the fullest extent permitted by Law, knowingly,.
intentionally, and voluntarily, with and upon the advice of competent-counsel submit to
personal jurisdiction.in the State of California over any suit, action, or proceeding arising
from or related to the terms of this Agreement..
15.8 Construction. The headings used in this Agreement are inserted for
convenience only and will not affect the meaning or interpretation of this Agreement. The
words "hereof," "herein," and "hereunder," and other words of similar import, refer to this
Agreement as a whole and not to any subdivision contained in this Agreement. This
Agreement and the Closing Documents will not be construed against any Party as the
principal draftsperson. The words "include" and "including" when used are not exclusive
and mean "include, but are not limited'to" and "including but not limited to," respectively.
15.9 Integration.tion. This Agreement and the Closing Documents executed and
delivered by the AOC, the County, or the Lessor, contain the entire agreement of the
Parties.with respect to the Transfer, and supersede all previous communications,
representations,understandings, and agreements, whether verbal, written, express, or
implied, between the Parties.,
15.10 Capitalized Terms. The capitalized terms used in this Agreement have the
meanings ascribed to them in this Agreement.
15.11 Incorporation By Reference. The Exhibits contained-in or attached to this
Agreement are all incorporated into and made a part of this Agreement for all purposes,
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and all references to this Agreement in any of the recitals or Exhibits will mean and .
include the entirety of this Agreement.
15.12 Severability. If any term of this Agreement is inconsistent with applicable
Law, then upon the request of either Party, the Parties will promptly meet and confer to
determine how to amend the inconsistent term in a manner consistent with Law, but'all
parts of this Agreement not affected by the inconsistency will remain in full force and
effect.
15.13 Further Assurances. The Parties agree to cooperate reasonably and in good
faith with one another to (1) implement the terms and provisions set forth in this
Agreement and the Act, and (2) consummate the transactions contemplated herein,-and
will execute any further agreements and perform any additional acts that may be
reasonably necessary to carry out the purposes and intent of this Agreement, the Closing
Documents, and the Acta
[Signatures continued on next page.]
i •
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I agree to the terms of this Agreement.
JUDICIAL COUNCIL OF CALIFORNIA,
ADMINISTRATIVE OFFICE OF THE
COURTS
By: Xd=9.,j
Name: Gran Walker
Title: Business Services Manager
Date: May , 2006
STATE OF CALIFORNIA ) COUNTY OF CONTRA COSTA, a political
COUNTY OF CONTRA COSTA l subdivision of t e State of California
On 200L, before . me,
U. Deputy Clerk of the
Board of Supervisors, Contra Costa County, State .of By:
C fomia, and for said county and state, personally appeared
0 �(m, (� C#VIQ /0,;, personally known to Name:
�6
me (or proved to nie on the basis of satisfactory evidence) to Title: airperson, Board of Supervisors
be the person(s)whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed
the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s)on the instrument the person(s),or-the
entity upon behalf of which the person(s) acted, executed the
instrument.
WITNES my hand and official seal.
By: Q al)
Deputy Clerk
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EXHIBITS AND APPENDICES
Exhibit "A"—Legal Description of the Land
Exhibit "B"—Excluded Tangible Personal Property Inventory
Exhibit "C —Form of Grant Deed
Exhibit "D"—List of Building Equipment
Exhibit "E" —Copy of Site Plan and Floor Plan
Exhibit "F"-Depiction of Court Parking
Exhibit "G"— Form of Lease Agreement
Exhibit"H" —List of Disputes as of the Effective Date
Exhibit "I" —Categories of Property Disclosure Documents
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EXHIBITS
Exhibit"A"— Legal Description of the Land
Exhibit"B"— Excluded Tangible Personal Property Inventory
Exhibit "C"— Form of Grant Deed
Exhibit"D"— List of Building Equipment
Exhibit "E"— Copy of Site Plan and Floor Plan
Exhibit "F"- Depiction of Existing Court Parking
Exhibit "G"— Form of Lease Agreement
Exhibit "H"— List of Disputes as of the Effective Date
Exhibit"I"- Description of Property Disclosure Documents
k
E
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EXHIBIT "A"
LEGAL DESCRIPTION OF THE LAND
In the City of Pittsburg, County of Contra Costa, State of California
PARCEL ONE:
BEGINNING AT A POINT IN THE WESTERLY EXTENSION OF THE SOUTHERLY'
BOUNDARY OF THAT LAND DESCRIBED AS PARCEL ONE IN THE DEED FROM THE
CITY OF PITTSBURG TO PITTSBURG UNIFIED SCHOOL DISTRICT, DATED APRIL 23,
1956 AND RECORDED JUNE 4, 1956 IN BOOK 2779 OF OFFICIAL RECORDS, PAGE 547,
THE SAID POINT BEING NORTH 730 15' WEST, 130.00 FEET FROM THE
SOUTHEASTERLY CORNER OF THE SAID PARCEL ONE AND BEING ALSO AT A
CORNER OF LAND DESCRIBED IN THE DEED FROM THE CITY OF PITTSBURG TO
CONTRA COSTA COUNTY WATER DISTRICT, DATED DECEMBER 4, 1956 AND
RECORDED DECEMBER 12, 1956 IN BOOK 2896 OF OFFICIAL RECORDS, PAGE 12;
THENCE FROM THE SAID POINT OF BEGINNING, ALONG THE BOUNDARY OF THE
SAID LAND OF CONTRA COSTA COUNTY WATER DISTRICT, SOUTH 16° 45' WEST,
70.00 FEET; THENCE,CONTINUING ALONG THE BOUNDARY OF LAND OF THE SAID
WATER DISTRICT AND THE WESTERLY EXTENSION THEREOF, IN A DIRECTION AT
RIGHT ANGLES TO THE WESTERLY BOUNDARY OF RAILROAD AVENUE,NORTH
730 15' WEST, 375.00 FEET; THENCE NORTH 16° 45' EAST, 303.00 FEET; THENCE
SOUTH 730 15' EAST, 365.00 FEET; THENCE SOUTH 160 45' WEST, 233.00 FEET;
THENCE SOUTH 730 15' EAST, 10.00 FEET TO THE POINT OF BEGINNING.
PARCEL TWO:
BEGINNING AT THE NORTHEASTERLY CORNER OF THE 2.555 ACRES DESCRIBED
ABOVE AS PARCEL ONE; THENCE ALONG THE NORTHERLY BOUNDARY OF THE
SAID PARCEL ONE,NORTH 73° 15' WEST, 313.00 FEET; THENCE NORTH 160 45'
EAST, 203:59 FEET; THENCE SOUTH 73° 15' EAST, 313.00 FEET; THENCE SOUTH 160
45' WEST, 203.59 FEET TO THE POINT OF BEGINNING.
Assessor's Parcel No.: 086-100-018
i
Court Facility#08-A-02
May 18,2006
755945.8
EXHIBIT "B"
EXCLUDED TANGIBLE PERSONAL PROPERTY INVENTORY
(1) Any and all tangible personal property that is owned by the Superior Court of
California for the County of Contra Costa(the "Court").
(2) Any tangible personal property that are owned by third parties other than the
County Parties or the State Parties.
(3) All furniture, moveable equipment, office supplies, paper files and documents,
and other Tangible Personal Property located in the County Premises or in the Brick Shed on the
Effective Date of this Agreement.
(4) Any tangible personal property that are owned, leased, or licensed by the County
of Contra Costa on the Effective Date of this Agreement, including, but not limited to:
(a) All of the hardware and related accessories that are located in a box in the
employee break room of the Court Facility, which hardware is used for the operation of the
Building Software.
Court Facility#08-A-02
May 18,2006
755945.8
EXHIBIT "C"
FORM OF GRANT DEED
WHEN RECORDED MAIL TO .
Judicial Council of California
Administrative Office of the Courts
455 Golden Gate Avenue
San Francisco, CA 94102
Attn: Assistant Director, Office of Court
Construction and Management
OFFICIAL STATE BUSINESS-EXEMPT FROM RECORDING FEES
PURSUANT TO GOV'T.CODE SECTION 27383 AND
DOCUMENTARY TRANSFER TAX PURSUANT TO REVENUE AND SPACE ABOVE THIS LINE FOR
TAXATION CODE SECTION 11922 RECORDER'S USE
Agency. Judicial Council of California
GRANT DEED Project:Pittsburg-Delta Courthouse, #07-E-01
APN(S): 086-100-018, County of Contra Costa
COUNTY OF CONTRA COSTA
hereby GRANTS to THE STATE OF CALIFORNIA, on behalf of THE JUDICIAL
COUNCIL OF CALIFORNIA, ADMINISTRATIVE OFFICE OF THE COURTS, the
following described real property situated in the State of California, County of Contra
Costa, described as follows:
See Exhibit."A" consisting of one (1)page attached hereto and by this reference made a
part hereof.
Dated: 52006
GRANTOR:
COUNTY OF CONTRA COSTA, a political
subdivision of the State of California
By:
Name:
Title: Chair, Board of.Supervisors
Court Facility#07-E-01
May 18, 2006
755945.8 C-1
EXHIBIT "A" TO FORM OF GRANT DEED
LEGAL DESCRIPTION OF THE LAND
In the City of Pittsburg, County of Contra Costa, State of California
PARCEL ONE:
BEGINNING AT A POINT IN THE WESTERLY EXTENSION OF THE SOUTHERLY
BOUNDARY OF THAT LAND DESCRIBED AS PARCEL ONE IN THE DEED FROM THE
CITY OF PITTSBURG TO PITTSBURG UNIFIED SCHOOL DISTRICT,-DATED APRIL 23,
1956 AND RECORDED JUNE 4, 1956 IN BOOK 2779 OF OFFICIAL RECORDS, PAGE 547,
THE SAID POINT BEING NORTH 73° 15' WEST, 130.00 FEET FROM THE
SOUTHEASTERLY CORNER OF THE SAID PARCEL ONE AND BEING ALSO AT A
CORNER,OF LAND DESCRIBED IN THE DEED FROM THE CITY OF PITTSBURG TO
CONTRA COSTA COUNTY WATER DISTRICT, DATED DECEMBER 4, 1956 AND
RECORDED DECEMBER 12, 1956 IN BOOK 2896 OF OFFICIAL RECORDS, PAGE 12;
THENCE FROM THE SAID POINT OF BEGINNING, ALONG THE BOUNDARY OF THE
SAID LAND OF CONTRA COSTA COUNTY WATER DISTRICT, SOUTH 16° 45' WEST,
70.00 FEET; THENCE CONTINUING ALONG THE BOUNDARY OF LAND OF THE SAID
WATER DISTRICT AND THE WESTERLY EXTENSION THEREOF, IN A DIRECTION AT
RIGHT ANGLES TO THE WESTERLY BOUNDARY OF RAILROAD AVENUE, NORTH
730 15' WEST, 375.00 FEET; THENCE NORTH 16° 45' EAST, 303.00 FEET; THENCE
SOUTH 7310 15' EAST, 365.00 FEET; THENCE SOUTH 16° 45' WEST, 233.00 FEET;
THENCE SOUTH 730 15' EAST, 10.00 FEET TO THE POINT OF BEGINNING.
PARCEL TWO:
BEGINNING AT THE NORTHEASTERLY CORNER OF THE 2.555 ACRES DESCRIBED
ABOVE AS PARCEL ONE; THENCE ALONG THE NORTHERLY BOUNDARY OF THE
SAID PARCEL ONE,NORTH 730 15' WEST, 313.00 FEET;THENCE NORTH 16° 45'
EAST, 203.59 FEET; THENCE SOUTH 730 15' EAST, 313.00 FEET; THENCE SOUTH 16°
45' WEST, 203.59 FEET TO THE POINT OF BEGINNING.
Assessor's Parcel No.: 086-1007018
Court Facility#07-E-01
May 18, 2006
755945.8 C-2
STATE OF CALIFORNIA )
SS.
COUNTY OF )
On , 2006,before me, ,
Deputy Clerk of the Board of Supervisors, Contra Costa County, State of California, and for said
county and state, personally appeared , personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
(seal)
Deputy Clerk
Court Facility#07-E-01
May 18, 2006
755945.8 C-3
L
EXHIBIT "D"
LIST OF BUILDING EQUIPMENT
1. Air Handling Unit#1
2. Air Handling Unit#2
3. Air Handling Unit#3
4. Air Handling Unit#4
5. Air Handling Unit#5
6. Air Handling Unit#6
7. Cooling Tower.
8. Main Court Unit
9. Compressor
10. Chilled Water Pump
11. Cold Water Loop
12. Air Compressor
13. Boiler#1
14: Boiler#2
15. Hot Water Pump #1
16. Hot Water Pump #2
i
Court Facility#077E-01
May 18, 2006
755945.8 D-1
EXHIBIT "E"
COPY OF SITE PLAN AND FLOOR PLAN
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PORT
131'8" 45 CIVIC DRIVELl
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CIVIC DRIVE
Court Facility#07-E-01
May 18, 2006
755945.8 E-1
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Court Facility#07-E-01
May 18, 2006
755945.8 E-2
EXHIBIT "F"
DEPICTION OF COURT PARKING AREAS
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45cloc WVE
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Cross-Hatched Area Denotes Parking
Court Facility#07-E-01
May 18, 2006
755945.8 F-1
EXHIBIT "G"
FORM OF LEASE AGREEMENT
(SEE ATTACHED)
755945.8
G-1
LEASE AGREEMENT
I. Parties. This Lease Agreement ("Lease"), dated May , 2006, is made by and
between the Judicial Council of California, Administrative Office of the Courts (the "Lessor"), and the
County of Contra Costa (the "Lessee"). Lessee and Lessor may be referred to together in this Lease as
the "Parties" or individually as a "Party".
2. Premises. By this Lease, Lessor leases to Lessee, and Lessee leases from Lessor, the
Premises, on the terms set forth in this Lease. The "Premises" consist of approximately 810 square
feet of office space, as depicted on the site plan attached to and incorporated in this Lease as Exhibit
"A," and are located at 45 Civic Avenue, in the City of Pittsburg, County of Contra Costa, State of
California (the `Building").
3. Common Areas. The term "Common Areas" means all areas outside the Premises and
within the exterior boundary line of the Real Property described herein that are designated by Lessor
for the general, non-exclusive use of Lessor, Lessee, the Superior Court for the State of California,
County of Contra Costa ("Court"), and their respective officers, agents, and employees, including
loading and unloading zones, trash areas, roadways, walkways, driveways, landscaped areas, and
unreserved parking spaces in the front of the Building that may be used on a "first-come, first-serve"
basis. The Premises, the Building, the Common Areas, the land on which they are located, and all
other improvements on that land, are collectively referred to in this Lease as the "Real Property."
Lessor grants to Lessee, for the benefit, of the Lessee and its officers, agents, and employees (the
"Lessee Parties"), the non-exclusive right to use the Common Areas as they exist from time to time.
755945.8 '
G-2
Lessor may promulgate and deliver to Lessee rules and regulations for the management, safety, care,
and cleanliness of the Common Areas.
4. Term. The term of this Lease ("Term") will commence on the date the State of
California takes title to the Real Property ("Commencement Date"), and, unless earlier terminated or
extended pursuant to Section 4.1 of this Lease, the Term will expire on the date that is the earlier of(a)
the last day of the month that is 36 calendar months after the Commencement Date; or (b) the date that
the Court discontinues Court operations in, or vacates the Real Property ("Expiration Date").
4.1. Extension Option, If, and only if, the Court will continue to occupy the
Real Property after the last day of the month that is 36 calendar months after the Commencement Date,
Lessee may extend the Term of this Lease to a date not later than the.date that the Court vacates the
Real Property, by giving a written extension notice to Lessor prior to the Expiration Date. However, in
the event.Lessee does not give such written notice, its right to exercise any option before termination of
the Lease shall not expire until fifteen (15) working days after receipt of Lessor's written demand to
exercise or forfeit such option. The rights and obligations of Lessor and Lessee during any extension
of the Term will be those set forth in this Lease, as it may be amended or restated.
4.2. Holding Over. If Lessee continues in occupancy of the Premises after the.
expiration or termination of the Term, and any extension thereof, such continued occupancy will be
deemed a month to month tenancy on the same terms and conditions of this Lease, except that monthly
Rent for the Premises during any period that Lessee is holding over after the expiration or termination
of this Lease and all extensions will be equal to 110% of the monthly Rent due from the County for the
755945.8
G-3
last month of the Term. The County will pay Rent during any holding over period in the same manner
provided in Section 6 of this Lease.
5. Use. .The County may use the Premises as office space for any official business of the
County.
6. Rent. The initial monthly rent for the Premises will be $1,050.00 per month ("Rent"),
payable in advance, on the first day of each month, starting on the Commencement Date. Commencing
on the first anniversary of the Commencement Date and on each successive anniversary thereafter
during the Term of this Lease (as it may be extended pursuant to Section 4.1 herein) ("Adjustment
Date"), Rent shall be increased by 100% of the percentage increase, if any, shown by the Consumer
Price Index (All Items, base 1982-1984 = 100) as published by the United States Department of Labor,
Bureau of Labor Statistics for All Urban Consumers for the San Francisco-Oakland-San Jose
Metropolitan Area ("CPI"). The Lessor will calculate the rental adjustment by (a) multiplying the
Rent then in effect by a fraction, the denominator of which is the CPI in effect for 13 full months prior
to the Adjustment Date, and the numerator of which is the CPI in effect 1 full month prior to the
Adjustment Date, and then (b) rounding the resulting amount to the nearest ten-dollar ($10.00)
increment. Rent for any period during the Term that is less than 1 full calendar month will be pro-
rated on the basis of a 365-day year. Lessee shall pay Rent to Lessor by check made payable to the
Administrative Office of the Courts to the following address, or such other address as the Lessor may
direct in writing to Lessee:
` 755945.8
G-4
Administrative Office of the Courts
Attn: Accounts Receivable
455 Golden Gate Avenue
San Francisco, CA 94102-3688
7. Late Charge. If Lessee fails to pay Rent or any other amounts owed by Lessee
hereunder within five (5) business days after the date such amount is due, Lessee shall pay to Lessor (in
addition to the unpaid Rent or other amount) a late fee equal to 5% of the unpaid amount; provided,
however, that no late fee shall be owed with respect to the first late payment during any twelve (12)
consecutive month period prior to the date such payment was due.
8. Custodial Services. Lessor will provide and pay for all janitorial and custodial services
to the Real Property during the Term.
9. Utilities. Lessor will provide and pay for all utility services to the Premises, of the kinds
and in the amounts required for typical office use, including, electrical, water, natural gas, refuse
collection, and sewer services, but excluding telecommunication services. Lessee will continue to
provide telecommunication services to the Real Property on the terms set forth in that certain
Interagency Agreement, with an effective date of July 1, 2005, between Lessee and the Court, as
amended or renewed from time to time.
10. Repairs and Maintenance. During the Term, Lessor will, at Lessor's sole expense,
repair and maintain the following elements of the Real Property in no worse working order and
condition than such elements exist on the Commencement Date, except for reasonable wear and tear
and subject to Section 14.1 of this Lease: (i) the structural portions of the Premises (ii) the Building
(including, but not limited to the roof, exterior doors and their fixtures, closers and hinges and all locks
755945.8
G-5
and key systems), (iii) all systems and equipment (including plumbing, HVAC, electrical, fire/life-
safety, elevator and security systems) that serve the entire Building or portions of the Building other
than simply the .Premises (the "Base Building Systems"), and (iv) the exterior portions of the Real
Property (including, but not limited to, the parking lot, landscaping, sprinkler system, and exterior
lighting).
11. Alterations and Additions.
11.1. Improvements by Lessor. Except for repair and maintenance provided for
in Sections 10 and 14 of this Lease, Lessor shall not be required to modify or improve the Premises or
the Real Property during the Term. Lessee accepts the Premises in an "as-is" condition.
11.2. Improvements by Lessee. Lessee must obtain the written consent of
Lessor, which Lessor will not unreasonably withhold, before making any alterations, improvements, or
installation of fixtures and signs to the Real Property. In seeking Lessor's consent, Lessee must submit
to Lessor plans for all proposed alterations, improvements, fixtures, and signs. All alterations and
improvements made, and fixtures installed, by Lessee will remain Lessee's property and may be
removed by Lessee at or prior to the expiration or termination of this Lease. At Lessor's request, not to
be unreasonably made, Lessee will be responsible to pay the cost to repair any damage done to the Real
Property by Lessee's installation or removal of those alterations, improvements, or fixtures.
12. Indemnification.
12.1. Indemnification Obligation of Lessor. Lessor will and does indemnify,
defend, and hold harmless Lessee, with counsel reasonably acceptable to Lessee, from and against any
755945.8
G-6
and all liability, damages, attorney fees, costs, expenses, or losses arising from (i) bodily injury to or
death of persons in, on, or about the Premises, whether that bodily injury or death is sustained by a
third party or by an officer, agent, or employee of Lessee, where and to the extent arising from the
willful misconduct or negligent acts, errors, or omissions of Lessor, and (ii) Lessor's possession,
operation, management, maintenance, and repair of, or responsibility for, the Real Property on and after
the Commencement Date, except to the extent arising from Lessee's negligence or willful misconduct.
12.2. Indemnification Obligation of Lessee. Lessee will and does indemnify,
defend, and hold harmless Lessor, with counsel reasonably acceptable to Lessor, from and against any
and all liability, damages, attorney fees, costs, expenses, or losses arising from bodily injury to or death
of persons in, on, or about the Premises, whether that bodily injury or death is sustained by a third party
or by an officer, agent, or employee of Lessor, where and to the extent arising from the willful
misconduct or negligent acts, errors, or omissions of Lessee.
12.3. Waiver of Subrogation Concerning Physical Damage. Lessor and
Lessee and their respective insurers (if at any time applicable) hereby mutually waive their respective
rights of recovery against one another for losses, costs, and liabilities related to physical damage to the
Real Property, including the Premises, or any business personal property.
12.4. Insurance.
12.5. Lessee's Obligation. Throughout the Term of the Lease and any extension
thereof, Lessee, at its sole cost and expense, shall maintain in full force and effect, a general self-
insurance program covering bodily injury (including death), personal injury, and damage to personal
755945.8
G-7
property and equipment (including loss of use). Lessee shall provide Lessor a letter of self-insurance
indicating the aforementioned provisions are in effect. Lessee's self-insurance coverage does not
extend beyond the Premises nor to the negligence, willful misconduct, or other intentional act, error, or
omission of the Lessor.
12.6. Third Party Contractor Insurance. Each Party must require all of,its
third-party vendors, contractors, and all levels of subcontractors, and their employees, consultants, and
representatives that provide goods, services, or supplies to the Real Property ("Contractors") to (a)
obtain and 'maintain insurance of the type and with coverage amounts that are usual and customary to
their type of business or exposures related to the work being performed on the Real Property, (b) name
both Parties as additional insureds by specific endorsement to their respective general liability policies,
(c) provide a waiver of subrogation in favor of the Parties with respect to their property insurance
policies, and (d) provide to the Parties a 30-day notice of cancellation or material change in any
insurance policy coverages required hereunder. Unless the Parties otherwise agree, all Contractors will
be required to indemnify, defend, and hold harmless the Lessee and Lessor from and against all claims,
demands, liabilities, damages, attorney fees, costs, expenses, and losses arising from the performance
by those Contractors under their contracts, and neither Party waives any right of recovery or
subrogation against the other in respect of their contractual arrangements with the Contractors. This
Section 13.2 does not apply to, and the term "Contractors" does not include, third party vendors and
contractors that provide office or business related goods, services, or supplies to Lessee or Lessor, such
as, but not limited to, bottled water suppliers, process servers, couriers and delivery companies, and
office supply companies.
755945.8 r p
G-8
13. Damage and Destruction.
13.1. Repair of Damage. Lessee will notify Lessor in writing promptly of any
damage to the Premises resulting from fire, earthquake, flood, wind, or any other identifiable event of a
sudden, unexpected, or unusual nature ("Property Damage"). Following any Property Damage that
renders fifty percent.(50%) or more of the Premises uninhabitable, as mutually agreed by Lessor and
Lessee, Lessor may elect to either (a) terminate this Lease, upon written notice to Lessee, or (b) repair
the Premises to the condition that existed immediately prior to the date that the Property Damage
occurred, such election to be made by Lessor within thirty (30) days after the occurrence of the
Property Damage. If, and only if, (i) any Property Damage occurs before that date that is six (6)
months prior to the Expiration Date, as it-may be extended pursuant to Section 4.1 herein, and (ii) that
Property Damage renders less than fifty percent (50%) of the Premises uninhabitable, as mutually
agreed by Lessor and Lessee, then Lessor will repair the Premises to the condition that existed
immediately prior to the date that the Property Damage occurred; provided, however, that Lessor's
total financial obligation over the Term of this Lease (as it may be extended), for the repair of any
Property Damage to the Premises that occurs before that date that is 6 months prior to the Expiration
Date (as it may be extended pursuant to Section 4.1 herein), is $15,000.00 ("Lessor's Repair Limit").
As such, Lessor and Lessee agree that Lessor is not obligated to make any Property Damage repair to
the Premises that would result in expenditure by Lessor of an amount greater than Lessor's Repair
Limit under this Section 14.1. In the event that Lessor is either required to repair any Property Damage
to the Premises, or elects to repair any Property Damage to the Premises, each as provided herein, Rent
hereunder will be fully or partially abated to the extent of the Premises that are uninhabitable as a result
755945.8
G-9
of the Property Damage, and Lessor shall complete the repairs to the Premises within six (6) months
after the decision has been made to so repair the Property Damage to the Premises. In the event that
Lessor is either not required to repair any Property Damage to the Premises, or elects not to repair any
Property Damage to the Premises, or the estimated cost to repair the Property Damage to the Premises
exceeds Lessor's Repair Limit, each as provided herein, then Lessee will have the right to terminate
this Lease by written notice to Lessor given within 10 business days after Lessee is informed of
Lessor's decision not to make the Property Damage repairs, whereupon Lessee will promptly vacate
the Premises and the Parties will have no further rights or obligations to one another hereunder, except
only as to indemnification obligations under Section 12 of this Lease related to facts or circumstances
that occurred before Lessee's termination of this Lease. Notwithstanding the foregoing provisions of
this Section 14.1, (A) if Lessor is not required to repair and elects not to repair any Property Damage to
the Premises as provided herein, then Lessee will have the right (but not the obligation), in Lessee's
sole discretion and at Lessee's sole cost and expense, to make and pay for that Property Damage repair,
and if Lessee so elects to repair the Property Damage, then Lessor will not have the right to terminate
this Lease; and (B) if the cost to Lessor to repair any Property Damage will exceed Lessor's Repair
Limit, as mutually agreed by the Parties, then Lessee will have the right (but not the obligation) to pay
that portion of the cost of the Property Damage repair that exceeds Lessor's Repair Limit and to require
Lessor to pay that portion of the cost of the Property Damage repair is in the amount up to, and that
does not cause Lessor to exceed, Lessor's Repair Limit.
13.2. Waiver of Statutory Provisions. The provisions of this Lease, including
those in this Section 14, constitute an express agreement between Lessor and Lessee that applies in the
755945.8
G-10
event of any Property Damage. Lessor and Lessee fully waive the provisions of any statute or
regulation for any rights or obligations concerning a Property Damage event, including California Civil
Code Sections 1932(2) and 1933(4).
14. Assignment and Subleasing. Lessee will not, by operation of law or otherwise, assign,
sublet, encumber, or permit any lien to attach to the Premises or this Lease, or permit the Premises to
be occupied by anyone other than Lessee, without the prior written consent of Lessor, which will not be
unreasonably withheld.
15. Defaults and Remedies.
15.1. Lessor's Default. Lessor's failure to perform its obligations under this
Lease shall constitute a default of this Lease if the failure continues for 30 days after written notice
from Lessee specifying the failure. If the required performance cannot with reasonable diligence be
completed within 30 days, Lessor will not have defaulted under this Lease if Lessor begins to cure
within 30 days and diligently and continuously performs the cure to completion. Notwithstanding the
foregoing, in the event of a situation creating a perilous condition on the Premises which substantially
and significantly threatens the health and safety of Lessee and/or its invitees, Lessor shall use
reasonable efforts to immediately address the situation and shall use diligent efforts to correct such
perilous condition.
15.2. Lessee's Remedies. Upon the occurrence of a default by Lessor beyond
the cure period specified in Section 16.1, Lessee may, at Lessee's sole option, either terminate this
Lease and quit the Premises without further cost or obligation, or proceed to repair, correct, or cure the
755945.8
G-11
default and either deduct the cost thereof from Rent payments due to Lessor, or at Lessee's option, .
invoice Lessor for the cost of repair, which invoice Lessor shall pay promptly upon receipt.
15.3. Lessee's Default. The occurrence of any of the following shall constitute a
material default of this Lease by Lessee:
.15.3.1 Failure to pay any Rent or any other charge required to be paid by
Lessee under this Lease within five(5) business days after written notice from Lessor of such failure;
provided, however, that if payment is not made by Lessee due to a failure of the Board of Supervisors
for the County of Contra Costa, California, to adopt a budget, then Lessee shall make such payment
within seventy-five (75) days of Lessor's notice to Lessee.
15.3.2 Lessee's failure to observe or perform any other provision of this
Lease, or the breach of any of Lessee's representation or warranty hereunder, if such failure or breach
continues for 30 days (except where a different period of time is set forth in this Lease, in which case
that time period will apply) after written notice from Lessor of the failure or breach specifying in
reasonably sufficient detail the nature of the failure or breach; but if the default is such that it is capable
of being cured, but cannot be cured within the 30 day period, Lessee shall not have defaulted if Lessee
begins to cure within the 30 day period and diligently and continuously performs the cure to
completion. The 30 day notice is in lieu of, and not in addition to, any notice required under Section
1161 of the California Code of Civil Procedure or any other law in effect requiring that notice of
default be given prior to the commencement of an unlawful detainer or other legal proceeding.
i
755945.8
G-12
I'
15.4. Lessor's Right To Terminate Upon Lessee Default. Upon a default by
Lessee under this Lease, Lessor will have the right to terminate this Lease and recover possession of
the Premises by giving written notice to Lessee of Lessor's election to terminate this Lease, in
accordance with due process of law, in which event Lessor will be entitled to receive from Lessee:
i;
15.4.1 The worth at the time of award of any unpaid rent which had been
earned at the time of such termination; plus
15.4.2 The worth at the time of award of the amount by which the unpaid
rent which would have been earned after termination until the time of award exceeds the amount of
such rental loss Lessee proves could have been reasonably avoided; plus
15.4.3 The worth at the time of award of the amount by which the unpaid
rent for the balance of the Term after the time of award exceeds the amount of such rental loss that
Lessee proves could be reasonably avoided; plus
15.4.4 Any other amount necessary to compensate.Lessor for all the
detriment proximately caused by Lessee's failure to perform its obligations under this Lease or which
in the ordinary course of things would be likely to result therefrom; and
15.4.5 At Lessor's election, such other amounts in addition to or in lieu of
the foregoing as may be permitted from time to time by applicable law.
15.5. Lessor's Right to Continue Lease in Effect. In lieu of Lessor's rights
under Section 16.4, upon a default by Lessee under this Lease, Lessor has the remedy described in
755945.8
G-13
California Civil Code §1951.4 (that is, Lessor may continue this Lease in effect after Lessee's breach
and default and recover rent as it becomes due, if Lessee has the right to sublet or assign, subject only
to reasonable limitations), which right is incorporated herein by this reference.
15.6. Non-Waiver. Nothing in this Section 16 will affect Lessor's right to be
indemnified by Lessee under the indemnification provisions of this Lease.
16. Miscellaneous.
.16.1. Cumulative Remedies. Each Party's remedies under this Lease are
cumulative and are not intended to be exclusive of any other remedies to which it may be entitled.
16.2. Quiet Enjoyment. Lessee will at all times during the Term, and any
extension thereof, peaceably and quietly have, hold, and enjoy the use of the Premises without suit,
trouble, or hindrance from or on account of Lessor, so long as Lessee fully and faithfully performs its
obligations under this Lease.
16.3. Non Waiver. Any waiver, by a Party of any provision of this Lease must
be in writing and will affect only the provision specified in the writing.
16.4. Binding on Successors. The terms of this Lease will apply to and bind the
Parties and their successors and assigns.
16.5. Severability. If any term of this Lease is determined by a court of
competent jurisdiction to be invalid or unenforceable, that determination will not affect the validity of
any other provision.
755945.8
G-14
16.6. Entire Lease. This Lease is a complete and exclusive statement of the
terms for the Lessee's lease of the Premises, and supersedes all prior and contemporaneous agreements
and understandings, oral or written, related to the subject matter of this Lease. This Lease may be
amended only in a writing signed by Lessor and Lessee.
16.7. Interpretation. Lessor and Lessee have both participated in the
preparation and negotiation of this Lease and each has been represented by competent counsel of its
own selection. As such, this Lease will not be construed against Lessor or Lessee, and the parties
waive the provisions of California Civil Code §1654.
16.8. Consent. Whenever Lessor's or Lessee's consent is required under this
Lease, it shall not be unreasonably withheld, conditioned, or delayed.
16.9. Surrender. Subject to Section 11.2 above, at the expiration or termination
of the Term, Lessee will surrender the Premises to Lessor in at least as good order, condition, and
repair as they were in on the Commencement Date, reasonable wear and tear excepted.
16.10. " Notice. All notices required under this Lease shall be in writing and
delivered by: (a) Certified Mail, postage prepaid, return receipt requested, in the United States mail; or
(b) an overnight courier that provides written evidence of delivery and addressed as set forth below. A
Party hereto may from time to time change its mailing address by written notice to the other Party.
755945.8
G-15
If to Lessor: Administrative Office of the Courts
Assistant Director,Real Estate and Asset Management
455 Golden Gate Avenue
San Francisco, CA 94102-8025
Voice: 415-865-8025
Fax: 415-865-8885
With a copy to: Administrative Office of the Courts
Office of the General Counsel
Attn: Managing Attorney, Real Estate Unit
455 Golden Gate Avenue
San Francisco, CA 94102-3688
Voice: 415-865-8084
Fax: 415-865-7524
If to Lessee: County of Contra Costa
Attention: Capital Facilities Management
1220 Morello Ave, Suite 100
Martinez, CA 94553
Voice: 925-313-7200
Fax: 925-313-7299
With a copy to: County of Contra Costa
Attention: Deputy County Counsel
651 Pine Street, 9th Floor
'Martinez, CA 94553
Voice: 925-335-1800
Fax: 925-646-1078
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
755945.8
G-16
IN WITNESS WHEREOF, this Lease is executed as of the date first set forth above.
LESSEE: LESSOR:
COUNTY OF CONTRA COSTA, a political JUDICIAL COUNCIL OF CALIFORNIA,
subdivision of the State of California ADMINISTRATIVE OFFICE OF THE
COURTS
By:
Name: John Gioia By:
Title: Chair, Board of Supervisors Name: Christina M. Hansen
Title: Director, Finance Division
ATTEST:
. Clerk of the Board
By:
Deputy
APPROVED AS TO FORM:
SILVANO B. MARCHESI,
County Counsel
By:
Eric S. Gelston, Deputy
755945.8
G-17
EXHIBIT "A"
SITE PLAN
[SEE ATTACHED]
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755945.8
EXHIBIT "H"
LIST OF DISPUTES AS OF THE EFFECTIVE DATE
1. Margaret Dowling v. Contra Costa County, Superior Court for the County
of Contra Costa, Case No. C04-00973.
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EXHIBIT "I"
DESCRIPTION OF PROPERTY DISCLOSURE DOCUMENTS
• Structural and Physical Condition. Copies of all Material Agreements depicting,
evidencing, discussing, or otherwise related to the-structural and/or physical
condition of the Real Property, including but not limited to the plans and
specifications for the original planning, design, and construction of all or any part
of the Real Property, and for any later additions to or structural modifications of
the Real Property, structural or engineering assessments, reports, or notices
related to any part of the Real Property, inspection reports, valuation reports,
documents evidencing repairs or maintenance made to or required for any part of
the Real Property, whether planned, started, completed, or deferred, and all other
documents and information discussing, disclosing, or revealing any structural or
physical condition of the Real Property;
• Environmental. Copies of all environmental assessments and reports containing
information concerning the environmental condition of the Real Property,
including but not limited to any Phase I or Phase II environmental site
assessments, asbestos reports, radon, mold, methane gas,-or other indoor air
quality studies, environmental impact reports, endangered species investigations,
biological assessments, negative declarations, mitigated negative declarations,
remedial action plans, notices received from or correspondence with any federal,
state, or local governmental bodies concerning any actual, potential, or threatened
violations of any Environmental Laws in, on, under, emanating from, adjacent to,
or actually or potentially affecting the Real Property, no further action letters,
environmental covenants and restrictions, closure reports, contracts between the
County and any consultant for any ongoing work to investigate, assess, remediate,
or monitor any actual or potential environmental hazard on or emanating from the
Real Property,permits, documents, and inspection reports related to underground
storage tanks, written disclosures given by the County to, or received by the
County from, any third party describing or discussing any environmental
condition in, on, under, emanating from, or adjacent to the Real Property, and any
other reports, studies, assessments, investigations, permits, licenses,
correspondence, or documents evidencing, depicting, or describing the
environmental condition of the Real Property;
• Compliance with Laws. Copies of all instruments, permits, certificates, and
licenses evidencing the extent to which the Real Property is in compliance with
Law, including but not limited to certificates of occupancy for the Building,
inspection certificates for any base Building systems for which the County is
responsible, if any, including elevators, fire/life safety equipment, boilers, and
emergency generators, and other base Building systems for which periodic
inspection,permitting, or certification is required, a current license and certificate
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of registration for any motorized vehicles included in the Tangible Personal
Property, any assessments, reports or analyses reflecting the status of compliance
of the Real Property with the ADA, permits and approvals (to the extent required)
for any ongoing capital improvements, and repair or maintenance projects
(whether or not Pending Projects) being performed by or for the County, current
and sufficient licenses for all software and other proprietary materials included
within the Tangible Personal Property or Intangible Personal Property, notices
from and correspondence with any third party concerning any actual or claimed
violations of any Law related to the Real Property, and other documents,
instruments, agreements, permits, licenses, and certificates in any way related to
the status of the County's compliance with Law in respect of the Real Property;
• Occupancy-Agreements. Copies of all existing, written Occupancy Agreements
for the Real Property, a written description of the terms of any unwritten
agreement or understanding with any Occupant for occupancy or use of the Real
Property, and copies of all notices to or from, and material correspondence with,
any Occupant(other than the Court) or any other third party who has or claims
any right to occupy or use, the Real Property;
• Intangible Personal Property. Copies of all documents creating, evidencing, or
describing the Intangible Personal Property, a written description of the terms of
any unwritten agreement or understanding with any third party under which the
County has or claims a right in any Intangible Personal Property, including
unwritten agreements or understandings concerning the provision of services,
materials, supplies, warranties, guaranties, indemnification rights, or other rights
of the County in respect of the Real Property; and copies of any notices to or
from, and any correspondence with, any person or entity that is obligated to
provide to the County, or from whom the County believes it is entitled to receive,
an Intangible Personal Property right related to the Real Property;
• Damage, Destruction and Loss. Copies of all documents, correspondence,
pictures, claims tendered under insurance policies, damage assessments, police
reports, fire department reports, estimates, bids, or proposals for repair or
replacement, agreements, and other materials describing, evidencing, depicting, or
related to any casualty, event, or occurrence that resulted in damage to, or
destruction, theft, or loss of, the Property where such damage, destruction or loss:
➢ will not have been fully repaired or replaced by, and at the sole expense
of, the County and/or the County's insurer, as of the Closing Date; or
➢ is not fully insured, and the County's good faith estimate of the funds
required to repair or replace the damage to, or destruction, theft, or loss of,
the affected Property(net of the deductible amount on any applicable
County insurance policy) is greater than Five Hundred Dollars ($500.00);
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• Condemnation. Copies of notices received by the County, and any
correspondence between the County and any third party concerning, any actual or
proposed condemnation or eminent domain proceedings, or any pending or
proposed widening, modification, or realignment of any street or highway
contiguous to the Real Property, that would or might, in either case, result in a
taking of the Real Property, and copies of any claims, demands for mediation,
arbitration, or other dispute resolution procedure, and causes of action or
complaints received by the County in connection with any actual or proposed
condemnation or eminent domain proceeding affecting the Real Property;
• Legal Proceedings. A reasonably-detailed written description of.each Dispute,
together with a description of the current status of each such Dispute, contact
information for the attorney primarily representing the County in each Dispute
(whether or not a County employee) and, to the extent specifically requested by
the AOC, such other pleadings, correspondence, demands, briefs, settlement
proposals, and other documents related to any Dispute;
• Miscellaneous Disclosures. Copies of any other documents, agreements,
instruments, notices, correspondence, or other written materials that describe,
depict, or relate to any other right, benefit, entitlement, liability, risk, condition, or
circumstance affecting the Property, and reasonably-detailed written descriptions
of any and all undocumented liabilities, risks, conditions, or circumstances
affecting the Property, not otherwise specifically contemplated in this Schedule
8.1.3; and
• Summary of Excluded Documents. A written list setting forth the title and
general subject matter of the Excluded Documents that the County did not provide
or otherwise make available to the AOC because they are subject to the attorney-
client or attorney work product privileges or because the County is bound by a
written confidentiality obligation that precludes the AOC's review and inspection.
i
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