HomeMy WebLinkAboutMINUTES - 04142007 - C.77 .
TO: BOARD OF SUPERVISORS ' -
CONTRA
'
FROM: MICHAEL J. LANGO, DIRECTOR OF GENERAL SERVICESCOSTA
''s
DATE: AUGUST 14, 2007 ° t COUNTY
TTA CUIlt1'C
SUBJECT: LEASE FOR THE PREMISES AT 1340 ARNOLD DRIVE, SUITE
110, MARTINEZ FOR OCCUPANCY BY THE HEALTH SERVICES
DEPARTMENT CONTRA COSTA HEALTH PLAN (T00677) C . 7
SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION
RECOMMENDATION
1. APPROVE a Lease with Cranbrook Realty Investment Fund L.P., for a five year period
beginning upon the County's acceptance of the tenant improvements, for approximately 3,209
square feet of office space at 1340 Arnold Drive, Suite 110, Martinez, at the initial monthly rent
of $5,294.85, for occupancy by the Contra Costa Health Plan, under the terms and conditions
more particularly set forth in the Lease.
2. .AUTHORIZE the Director of General Services, or designee, to EXECUTE the Lease.
3. DETERMINE that the project is a Class 1 (a) Categorical Exemption under the California
Environmental Quality Act (CEQA).
4. DIRECT the Director of Community Development, or designee, to file a Notice of Exemption with
the County Clerk, and DIRECT the. Director of General Services, or designee, to arrange for the
payment of the handling fees to the Community Development Department and County Clerk for
filing of the Notice of Exemption.
FINANCIAL IMPACT
Approval of the Lease will obligate the County to pay rent totaling $336,945 for the five year Lease
term. The current fiscal year Lease payments of $63,538.20 are budgeted in the Health Services FY
2007/2008 budget. Funding for the rent payments for the duration of the Lease term will be budgeted
in the Health Services Department on a fiscal year basis.
BACKGROUND
The Contra Costa Health Plan currently occupies a portion of the County-owned building located at
595 Center Avenue, Martinez, and has outgrown its space there. Approval of this five year Lease
will provide 3,209 square feet of leased office space for occupan y the Contra Costa Health Plan,
as requested by the Health Services Department.
CONTINUED ON ATTACHMENT: i YES SIGNATUR
✓rEECOMMENDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION OF BOARD COMMITTEE
,/APPROVE OTHER
SIGNATURES
ACTION OF BOAR/0). 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
Real Estate Services Division AND CORRECT COPY OF ACTION TAKEN
AND ENTERED ON THE MINUTES OF THE BOARD
Accounting OF SUPERVISORS ON THE DATE SHOWN.
Auditor-Controller(via RES) j
Risk Management(via RES) ATTESTED
Health Services Department(via RES) JOHN CU N,CLERK OF TFA BOARD OFPOPERVISORS
Cranbrook Realty Investment Fund, L.P., (via RES) X7Y ADMINISTRATOR
BY DEPUTY
G:\LeaseMgt\Board Orders\2007-08-14\1340Arnold#110bdo.doc GM:gm Page 1 of 1 M382(10/88)
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LEASE
CRANBROOK REALTY INVESTMENT FUND, L.P.,
dba Muir Parkway Office Center
AND
CONTRA COSTA COUNTY
(CONTRA COSTA HEALTH PLAN)
1340 ARNOLD DRIVE, SUITE 110
MARTINEZ, CALIFORNIA
TABLE OF CONTENTS
SECTION A: BASIC TERMS AND CONDITIONS
A.I. PARTIES .................:.......................................................................................1
A.2. .DEFINITIONS ................................................................................................1
A.3. LEASE OF PREMISES..................................................................................2
A.4. TERM...............................................................................................................2
A.5. BASE RENT....................................................................................................2
A.6 USE OF PREMISES.......................................................................................3
A.7. UTILITIES AND JANITORIAL ..................................................................4
A.8. MAINTENANCE AND REPAIRS................................................................4
A.9. NOTICES.........................................................................................................5
A.10. EXHIBITS AND ATTACHMENTS .............................................................6
A.11. WRITTEN AGREEMENT............................................................................6
A.12. AUTHORIZATION........................................................................................6
A.13. TIME IS OF THE ESSENCE........................................................................7
A.14. SIGNATURE BLOCK ...................................................................................8
SECTION B: STANDARD PROVISIONS
B.1. HOLDING OVER...........................................................................................9
B.2. HOLD HARMLESS .......................................................................................9
B.3. ALTERATIONS, FIXTURES AND SIGNS...............................................10
B.4. DESTRUCTION ...........................................................................................10
B.5. QUIET ENJOYMENT.................................................................................11
B.6. DEFAULTS ...................................................................................................11
B.7. SURRENDER OF PREMISES.................................................:..................15
B.8. SUCCESSORS AND ASSIGNS...................................................................16
B.9. SEVERABILITY ..........................................................................................16
B.10. WASTE, NUISANCE ...................................................................................16
B.11. INSPECTION................................................................................................16
SECTION C: SPECIAL PROVISIONS
C.1. SUBLEASE....................................................................................................17
C.2. SERVICES BY LESSOR.............................................................................19
C.3. PRIOR POSSESSION..................................................................................19
CA. HAZARDOUS MATERIALS......................................................................20
C.5. OPERATING EXPENSE REIMBURSEMENT........................................21
C.6. INSURANCE.................................................................................................30
C.7. RELEASE AND WAIVER OF SUBROGATION.....................................30
C.8. IMPROVEMENTS.......................................................................................31
C.9. COMPLETION AND OCCUPANCY ........................................................34
C.10. SUBORDINATION ......................................................................................35
CA 1. MORTGAGEE PROTECTION AND ATTORNMENT..........................35
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C.12. ESTOPPEL CERTIFICATES......................................................................35
C.13. WAIVER........................................................................................................36
EXHIBITS
EXHIBIT A: PREMISES
EXHIBIT B: SPACE PLANS WITH IMPROVMENTS
EXHIBIT C: BUILDING RULES AND REGULATIONS
EXHIBIT D: JANITORIAL SPECIFICATIONS
EXHIBIT E: ACCEPTANCE AGREEMENT
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LEASE
CRANBROOK REALTY INVESTMENT FUND, L.P.,
dba Muir Parkway Office Center
AND
CONTRA COSTA COUNTY
(CONTRA COSTA HEALTH PLAN)
1340 ARNOLD DRIVE, SUITE 110
MARTINEZ, CALIFORNIA
SECTION A: BASIC TERMS AND CONDITIONS
A.1. PARTIES: Effective on (the "Effective Date"),
CRANBROOK REALTY INVESTMENT FUND, L. P., dba Muir Parkway Office
Center, hereinafter called "LESSOR", and CONTRA COSTA COUNTY, a political
subdivision of the State of California, hereinafter called "COUNTY", mutually agree and
promise as follows:
A.2. DEFINITIONS:
a. Building: The building is located at 1340 Arnold Drive in the City of
Martinez, County of Contra Costa, State of California ("Building").
b. Premises: The premises are approximately 3,209 rentable square feet of
office space, commonly known and designated as 1340 Arnold Drive,
Suite 110, Martinez, CA, including non-exclusive use of eleven (11)
parking stalls, as set forth on "Exhibit A" attached hereto ("Premises).
C. Project: The project is comprised of the Premises, the Building, the
Common Area and the land upon which the same are located, along with all
other buildings and improvements thereon or thereunder ("Project").
d. Common Area: The common area is all areas and facilities outside the
Premises and within the exterior boundary line of the Project that are
provided and designated by the LESSOR from time to time for the general
non-exclusive use of LESSOR, COUNTY, and of other lessees of the
Project and their respective employees, suppliers, shippers, customers and
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,
invitees; including, but not limited to, common entrances, lobbies,
corridors, stairway and stairwells, public restrooms, elevators and
escalators, parking areas to the extent not otherwise prohibited by this
Lease, loading and unloading areas, trash areas, roadways, sidewalks,
walkways, parkways, ramps, driveways, landscaped areas and decorative
walls ("Common Area").
A.3. LEASE OF PREMISES: LESSOR, for and in consideration of the rents, hereby
leases to COUNTY, and COUNTY leases from LESSOR the Premises described as in
A.2.B.
A.4. TERM: The term of this Lease shall commence upon the substantial completion,
by Lessor, of the Original Improvements described in Sections C.8 and C.9, and the
acceptance thereof, as provided for in Section C.9, by the County's General Services
Director, (the "Commencement Date"), and shall end sixty (60) months after the
Commencement Date ("Term") plus the partial month following the Commencement
Date if such date is not the first day of a month.
A.5. BASE RENT: COUNTY shall pay to LESSOR as base rent for the use of the
Premises a monthly rental payable in advance on the tenth day of each month during the
term of this Lease (the "Due Date") as follows ("Base Rent"):
The monthly base rent shall be as follows:
Time Period Square Foot Rental Base Rent
Months: 01-12 $1.65/rsf/month $5,294.85/month
Months: 13-24 $1.70/rsf/month $5,455.30/month
Months: 25-36: $1.75/rsf/month $5,615.75/month
Months 37-48: $1.80/rsf/month $5,776.20/month
Months 49-60 $1.85/rsf/month $5,936.65/month
Payments shall be mailed to: Cranbrook Realty Investment Fund L. P., dba Muir
Parkway Office Center, 1800 Sutter Street, Suite 220, Concord, California 94520.
COUNTY'S obligation to pay monthly base rent, for any partial months, shall be
prorated at the commencement and expiration of the Lease Term.
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If any monthly Base Rent or Additional Rent, defined herein below, is not
received by LESSOR from COUNTY within thirty (30) days following the date such
payment is due, then COUNTY shall immediately pay to LESSOR a late charge equal to
five percent (5%) of such delinquent Base Rent or Additional Rent as liquidated damages
for COUNTY'S failure to make timely payment. In no event shall this provision for a
late charge be deemed to grant to COUNTY a grace period or extension of time within
which to pay any Base Rent or.Additional Rent or prevent LESSOR from exercising any
right or remedy available to LESSOR upon COUNTY'S failure to pay any Base Rent or
Additional Rent due under this Lease in a timely fashion, including any right to terminate
this Lease pursuant to Paragraph B.6 DEFAULTS. If any Base Rent or Additional Rent
remains delinquent for a period in excess of thirty (30) days, in addition to such late
charge, COUNTY shall pay to LESSOR interest on any Base Rent or Additional Rent
that is not paid when due at the Agreed Interest Rate, defined herein, following the date
such amount became due until paid. Amounts due from COUNTY to LESSOR for (i)
"Rent" under section C.5., (ii) LESSOR service under Section C.2, (iii) Excess Expenses
under Section C.3, and (iv) capital improvements under section C.5.e. shall be referred to
as "Additional Rent" (together with Base Rent, "Rent").
For purposes of this Lease, the term "Agreed Interest Rate" shall mean an annual
rate equal to the greater of: ten percent (10%); or five percent (5%) plus the rate
established by the Federal Reserve Bank of San Francisco, as of the twenty-fifth (25th)
day of the month immediately preceding the Due Date, on advances to member banks
under Sections 13 and 13(a) of the Federal Reserve Act, as now in effect or hereafter
from time to time amended, not to exceed the maximum rate allowable by law.
A.6. USE OF PREMISES: .The Premises shall be used during the Term or extension
thereof for purposes of conducting various office functions. COUNTY shall not: (i) do
anything in or about the Premises which will cause structural injury to the Building, (ii)
operate any equipment within the Premises that will (a) materially damage the Building
or the Common Area, or (b) overload existing electrical systems or other mechanical
equipment servicing the Building, (iii) impair the efficient operation of the sprinkler
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system or the heating, ventilating or air conditioning ("HVAC") equipment within or
servicing the Building, or (iv) damage, overload or corrode the sanitary sewer system.
COUNTY shall not attach, hang, or suspend anything from the ceiling, roof, walls or
columns of the Building, or set any load on the floor in excess of the load limits for
which such items are designed, nor operate hard wheel forklifts within the Premises. Any
dust, fumes, or waste .products generated by COUNTY'S use of the Premises shall be
contained and disposed so that they do not (i) create an unreasonable fire or health
hazard, (ii) damage the Premises, or (iii) result in the violation of any law. Except as
approved by LESSOR, COUNTY shall not change the exterior of the Building or install
any equipment or antennas on or make any penetrations of the exterior or roof of the
Building. COUNTY shall not commit any waste in or about the Premises, and COUNTY
shall keep the Premises in a neat, clean, attractive and orderly condition, free of any
nuisances. If LESSOR designates a standard window covering for use throughout the
Building, COUNTY shall use this standard window covering to cover all windows in the
Premises. COUNTY shall not conduct on any portion of the Premises or the Project any
sale of any kind, including any public or private auction, fire sale, going-out-of-business
sale, distress sale or other liquidation sale.
A.7.. UTILITIES AND JANITORIAL: LESSOR shall pay for all gas, electric, water,
sewer, refuse collection and janitorial services provided to the Premises. COUNTY'S
use of such utilities shall be consistent with general office use and COUNTY shall not
overburden the building systems with respect to such use.
A.8. MAINTENANCE AND REPAIRS:
a. LESSOR shall keep the roof and exterior of the building in good order,
condition, and repair and shall maintain the structural integrity of the
building, including the exterior doors and their fixtures, closers, hinges,
locks and keying (except beyond normal wear and tear) and glass and
glazing used in the Premises.
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b. COUNTY shall keep and maintain the interior of the Premises in good
order, condition, and repair, but LESSOR shall repair damage to the interior
of the Premises caused by failure to maintain the exterior of the Building in
good repair, including damage to the interior caused by roof leaks and/or
interior and exterior wall leaks.
C. LESSOR shall repair and maintain the electrical, lighting, water and
plumbing systems in good order, condition, and repair.
d. LESSOR shall maintain and repair the heating, ventilating, and air-
conditioning systems.
e. LESSOR shall maintain the parking lot, landscaping, sprinkler system, and
exterior lighting system in good order, condition, and repair.
f. LESSOR shall provide janitorial service per the specifications in Exhibit
"D", which is attached hereto and incorporated herein.
g. LESSOR shall provide and install, at the direction of the Fire Marshal, the
necessary number of A-B-C fire extinguishers for the Premises at no cost to
COUNTY. LESSOR shall thereafter maintain, repair, and replace the
extinguishers.
h. COUNTY shall not suffer any waste on or to the Premises.
i. LESSOR shall be responsible for the correction of any code violations
which may exist in the Premises as of the Commencement Date of this
Lease, provided LESSOR shall not be liable for correction of code
violations which arise out of and are directly related to a change in
COUNTY'S occupancy or use of the Premises.
A.9. NOTICES: All notices given hereunder shall be in writing and shall be deemed
to have been given if personally delivered or deposited in the United States mail postage
prepaid, certified or registered, return receipt requested, and addressed to the other party
as follows or as otherwise designated by written notice hereunder from time to time:
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To LESSOR: Cranbrook Realty Investment Fund, L. P.
dba Muir Parkway Office Center
1800 Sutter Street, Suite 220
Concord, CA 94520
Attn: Senior Property Manager
To COUNTY: Contra Costa County
General Services Department
Real Estate Services Division
1220 Morello Avenue, Suite 100
Martinez, CA 94553-4711
Attn: Real Estate Manager
A.10. EXHIBITS AND ATTACHMENTS: Section B- Standard Provisions, Section
C- Special Provisions, Exhibit "A" — Premises, Exhibit "B" — Space Plans with
Improvements, Exhibit "C" - Building Rules and Regulations, Exhibit "D" — Janitorial
Specifications and Exhibit "E" - Acceptance Agreement attached to this Lease and are
made a part hereof.
A.11. WRITTEN AGREEMENT: Neither party has relied on any promise or
representation not contained in this Lease. All previous conversations, negotiations, and
understandings are of no further force or effect. This Lease may be modified only by a
writing signed by both parties. The headings of the pages and paragraphs are for
convenience only and are not a part of this Lease, nor shall they be considered in
construing the intent of this Lease.
A.12. AUTHORIZATION: If LESSOR is a limited liability company, corporation, or
partnership, each individual executing this Lease on behalf of LESSOR represents and
warrants that he or she is duly authorized to execute and deliver this Lease on behalf of
such limited liability company or corporation in accordance with the Articles of
Incorporation or By-Laws of such limited liability company or corporation (or
partnership in accordance with the partnership agreement of such partnership) and that
this Lease is binding upon such limited liability company or corporation or partnership in
accordance with its terms. Each of the persons executing this Lease on behalf of a
limited liability company or corporation does hereby covenant and warrant that the party
for whom it is executing this Lease is a duly authorized and existing limited liability
company or corporation, that it is qualified to do business in California, and that the
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limited liability company or corporation has full right and authority to enter into this
Lease.
A.D. TIME IS OF THE ESSENCE: of each and all of the terms and provisions of this
Lease.
Remainder of page left intentionally blank
Fuge 7
A.14. SIGNATURE BLOCK
COUNTY LESSOR
CONTRA COSTA COUNTY, a political CRANBROOK REALTY INVESTMENT
subdivision of the State of California FUND, L. P., a California limited
partnership
dba Muir Parkway Office Center
By
Michael J. Lango By: Cranbrook Group, Inc. a California
Director of General Services corporation, its General Partner
Date
RECOMMENDED FOR APPROVAL: By
Sharon G. Quintero
MICHAEL J. LANGO, Director of General Vice President of Leasing & Marketing
Services
7 Date
Dick R. Awenius
Real Estate Manager
APPROVED AS TO FORM:
SILVANO B. MARCHESI, County Counsel
By
Lillian Fuji, Deputy
LEASE
CRANBROOK REALTY INVESTMENT FUND, L.P.,
dba Muir Parkway Office Center
AND
CONTRA COSTA COUNTY
(CONTRA COSTA HEALTH PLAN)
1340 ARNOLD DRIVE, SUITE 110
.MARTINEZ, CALIFORNIA
SECTION B: STANDARD PROVISIONS
B.I. HOLDING OVER: Any holding over after the Term of this Lease as provided
hereinabove shall be construed to be a tenancy from month to month, subject to the terms
of this Lease so far as applicable, except for Base Rent, which shall increase to 125% of
the monthly Base Rent payable during the last full calendar month of the original Lease
Term.
B.2. HOLD HARMLESS:
a. Limitation on COUNTY'S Recourse:
If LESSOR is a corporation, trust, partnership, joint venture, unincorporated
association or other form of business entity: (i) the obligations of LESSOR
shall not constitute personal obligations of the officers, directors, trustees,
partners, joint ventures, members, owners, stockholders, or other principals or
representatives of such business entity; and (ii) COUNTY shall not have
recourse to the assets of such officers, directors, trustees, partners, joint
ventures, members, owners, stockholders, principals or representatives except
to the extent of their interest in the Project. In the event of any, breach or
default by LESSOR under this.Lease that continues beyond any applicable
cure period stated in this Lease, then, except as otherwise expressly provided
in Paragraph B.6.b below, COUNTY shall have recourse only to the interest of
LESSOR in the Project for the satisfaction of the obligations of LESSOR and
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shall not have recourse to any other assets of LESSOR for the satisfaction of
such obligations.
b. Indemnification of LESSOR:
COUNTY shall save, protect, hold harmless, indemnify and defend LESSOR,
and its employees, agents and contractors, with competent counsel reasonably
satisfactory to LESSOR, however COUNTY reserves the right to defend itself
using counsel of its own choosing, from all liabilities, penalties, losses,
damages, costs, expenses, causes of action, claims and/or judgments arising by
reason of any death, bodily injury, personal injury or property damage
resulting from (i) any cause or causes whatsoever (other than, and to the extent
caused by, the willful misconduct or negligence of LESSOR or LESSOR'S
breach of any of its obligations under this Lease) occurring in the Premises
during the Lease Term, (ii) the negligence or willful misconduct of COUNTY
or its agents, employees and contractors, within the Project, or applicable part
thereof, or (iii) an Event of Default, defined herein, by COUNTY. The
provisions of this Paragraph shall survive the expiration or sooner termination
of this Lease.
B.3. ALTERATIONS, FIXTURES AND SIGNS: COUNTY may make, with
LESSOR'S written consent, such consent not being unreasonably withheld, any lawful
and proper minor alterations, attach fixtures and signs in or upon the Premises; which
shall remain COUNTY property and may be removed therefrom by COUNTY prior to
the termination of this Lease, except that.such alterations, fixtures or signs, as the case
may be, shall be removed by COUNTY, at COUNTY'S sole cost, prior to the expiration
or earlier termination of the Lease if so requested by LESSOR. Any such alterations,
signs or fixtures shall be at COUNTY'S sole cost and expense, and all signs shall meet
with existing code requirements and LESSOR'S approval.
BA. DESTRUCTION:
a. In the event of damage causing a partial destruction of the Premises during the
term of this Lease from any cause, and repairs can be made within sixty (60)
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days from the date of the damage under the applicable laws and regulations of
governmental authorities and provided insurance proceeds are available to
cover the cost or repair or restoration, LESSOR shall repair the damage
promptly and within a reasonable time, but such partial destruction shall not
void this Lease, except that COUNTY shall be entitled to a proportionate
reduction of Rent while such repairs are being made, such proportionate
reduction to be based upon the extent to which the portion of the Premises
unusable by COUNTY bears to the total area of the Premises.
b. If such repairs cannot be made in sixty (60) days, or there are not sufficient
insurance proceeds available to cover the cost of repair or restoration,
LESSOR may, at its option, make the same within a reasonable time, the Rent
to be proportionately reduced as provided in the previous subparagraph. In the
event LESSOR does not so elect to make such repairs (which cannot be made
in sixty (60) days), or such repairs cannot be made under such laws and
regulations, this Lease may be terminated at the option of either party.
c. A total destruction of the Premises or the building in which the Premises are
located shall terminate this Lease.
B.5. QUIET ENJOYMENT: LESSOR covenants that COUNTY shall at all times
during the Term peaceably and quietly have, hold, and enjoy the Premises without suit,
trouble or hindrance from or on account of LESSOR as long as COUNTY fully performs
hereunder.
B.6. DEFAULTS: The occurrence of any of the following shall constitute an "Event
of Default" under this Agreement:
a. Event of Default by COUNTY
1. COUNTY'S failure to pay any Rent within ten (10) business days after
written notice of failure from LESSOR to COUNTY. If, however,
payment is not made within ten (10) business days of said written notice
due to circumstances beyond the reasonable control of COUNTY,
which circumstances may, without limitation hereby, include failure of
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COUNTY to adopt a budget, then COUNTY shall make such payment
within such additional time but not to exceed a total of forty-five (45)
days from LESSOR'S notice to COUNTY.
COUNTY'S failure to comply with any other material term or provision of
this Lease if such failure continues for thirty (30) days after written notice
of such failure from LESSOR to COUNTY specifying in reasonably
sufficient detail the nature of said breach; provided, however, if the required
cure of the noticed default cannot reasonably be completed within such
thirty (30) day period, then COUNTY'S failure to perform shall only
constitute a default under the Lease if COUNTY fails to commence to cure
such failure within said thirty (30) day period or fails to diligently and
continuously process such cure to completion. On the occurrence of an
Event of Default by COUNTY, LESSOR may re-enter and repossess the
Premises and remove all persons and property therefrom after giving
COUNTY written notice of such default and in accordance with due
process of law.
b. Event of Default by LESSOR
LESSOR'S failure to comply with any material term or provision of this Lease
if such failure continues for thirty (30) days after reasonably-detailed written
notice of such failure from COUNTY to LESSOR specifying the nature of said
breach; provided, however if the required cure of the noticed default cannot
reasonably be completed within such thirty (30) day period, then LESSOR'S
failure to perform shall only constitute a default under the Lease if LESSOR
fails to commence to cure such failure within said thirty (30) day period or
fails to diligently and continuously process such cure to completion.
LESSOR agrees that upon an Event of Default by LESSOR (as defined in the
preceding paragraph) of its obligations to repair or maintain the Premises, if
such item(s) requiring repair or maintenance affect solely the Premises and no
other portion of another COUNTY'S or another Tenant's premises, then, upon
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not less than two (2) days' prior written notice to LESSOR, COUNTY shall
have the right to cure such Event of Default by LESSOR. In such event,
LESSOR shall reimburse COUNTY, within twenty (20) days following receipt
of an invoice and reasonable back up or support documentation evidencing the
costs incurred by COUNTY, for the reasonable costs incurred by COUNTY in
curing such Event of Default by LESSOR and, if LESSOR does not reimburse
COUNTY within such twenty (20) day period, then, by written notice from
COUNTY to LESSOR, COUNTY may offset such unreimbursed costs
reasonably incurred by COUNTY in curing LESSOR'S default (as permitted
above) against the Base Rent required to'be paid by COUNTY to LESSOR.
Notwithstanding the foregoing, in the event a perilous condition on the
Premises arises which substantially and significantly threatens the health and
safety of COUNTY and/or its invitees and it is LESSOR'S responsibility
under this Lease or at law to correct or remedy such perilous condition, then
LESSOR shall use reasonable efforts to immediately address the situation and
shall use diligent efforts to correct or remove such perilous condition. If
LESSOR fails to use reasonable efforts to immediately address any such
perilous condition, the COUNTY may proceed to repair or correct such failure
by LESSOR and may invoice LESSOR for the reasonable costs actually
incurred by COUNTY in connection therewith (and offset any unreimbursed
costs) in the manner, and subject to the terms and conditions, set forth in the
last sentence of the preceding paragraph.
Notwithstanding the foregoing, upon the occurrence of an Event of Default by
LESSOR of an express obligation of LESSOR under this Lease to repair or
maintain the Premises (which express repair or maintenance obligation does
not arise as a result of (i) the fault of any utility supplier or failure of any
utility supplier to provide the applicable service, (ii) a cause or event beyond
the reasonable control of LESSOR, (iii) a casualty, or (iv) the act or omission
of COUNTY, its employees, contractors or agents), which Event of Default by
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LESSOR materially and adversely affects the conduct of COUNTY'S business
operations in the Premises, then, so long as COUNTY shall not have
previously elected to repair and maintain the item in question in accordance
with this Paragraph B.6 above, COUNTY shall have the right.to terminate this
Lease if within thirty (30) days after the date of LESSOR'S receipt of a second
notice from COUNTY specifying that COUNTY has elected to terminate this
Lease, LESSOR fails to commence (or resume) the required repair or
maintenance and thereafter diligently prosecute the same to completion.
LESSOR shall not be liable to COUNTY, nor shall COUNTY be entitled to
terminate this Lease or to any abatement of Rent (except as expressly provided
otherwise herein), for any injury to COUNTY or COUNTY'S agents, damage
to the property of COUNTY or COUNTY'S agents, or loss to COUNTY'S
business resulting from the following, including without limitation: (v) the
failure to furnish or delay in furnishing any HVAC or other utility system or
service when such failure or delay is caused by fire or other peril, labor
disturbances of any character, or any other accidents or other conditions
beyond the control of LESSOR; (vi) failure to furnish or delay in furnishing
any utilities or services when such failure or delay is caused by fire or other
peril, the elements, labor disturbances of any character, or any other accidents
or other conditions beyond the reasonable control of LESSOR; (vii) limitation,
curtailment, rationing or restriction on the use of water or electricity, gas or
any other form of energy or any services or utility by the service or utility
provider serving the Project; (viii) vandalism or forcible entry by unauthorized
persons or the criminal act of any person; or (ix) penetration of water into oi-
onto any portion of the Premises or the Building through roof leaks or
otherwise to the extent not caused by Landlord's negligence, willful
misconduct or breach of it's repair and maintenance obligation.
Notwithstanding the foregoing, but subject to Paragraph B.2.a and Paragraph
C.7 of this Lease, LESSOR shall be liable for any such injury, damage or loss
Page 14
nni In CIAIA i A-M Ali/
which is proximately caused by LESSOR'S willful misconduct or negligence.
Nothing set forth in this paragraph shall be deemed to nullify, reduce, diminish
or in any way affect any express obligations on the part of LESSOR to repair
and/or maintain the systems (including HVAC) serving the Premises, the roof
of the Building and/or any other part of the Premises.
B.7. SURRENDER OF PREMISES: Upon the expiration or sooner termination of
this Lease, COUNTY shall vacate and surrender the Premises to LESSOR in the same
condition as existed at the Commencement Date, except for (i) reasonable wear and tear,
(ii) damage caused by any peril or condemnation, and (iii) contamination by Hazardous
Substances for which COUNTY has no control. In this regard, normal wear and tear
shall be construed to mean wear and tear caused to the Premises by the natural aging
process which occurs in spite of, prudent application of the best standards for
maintenance, repair and janitorial practices, and does not include items of neglected or
deferred maintenance by COUNTY (i.e. water leak from County refrigerator). If
LESSOR so requests, COUNTY shall, prior to the expiration or sooner termination of
this Lease, (i) remove any of COUNTY'S alterations, fixtures and signs which COUNTY
is required to remove pursuant to Paragraph B.3. and repair all damage caused by such
removal, and (ii) return the Premises or any part thereof to its original configuration
existing as of the time the Premises were delivered to COUNTY, except as provided in
this Paragraph B.7 above. If the Premises are not so surrendered at the termination of this
Lease, COUNTY shall be liable to LESSOR for all costs reasonably incurred by
LESSOR in returning the Premises to the required condition, plus interest on all costs
incurred at the Agreed Interest Rate. COUNTY shall indemnify LESSOR against loss or
liability resulting from delay by COUNTY in so surrendering the Premises, including,
without limitation, losses to LESSOR due to lost opportunities to lease to succeeding
tenants.
Page rs
...... ,.--- ,..,. ..t.... Ant in CILIA r n'714A-7
B.8. SUCCESSORS AND ASSIGNS: The terms and provisions of this Lease shall
extend to and be binding upon and inure to the benefit of the heirs, successors, and
assigns of the respective parties hereto.
B.9. SEVERABILITY: In the event that any provision herein contained is held to be
invalid by any court of competent jurisdiction, the invalidity of any such provision does
not materially prejudice either the COUNTY or LESSOR in its respective rights and
obligations contained in the valid provisions of this Lease.
B.10. WASTE, NUISANCE: COUNTY shall abide by the Building Rules and
Regulations as outlined in Exhibit "C" attached hereto and made a part hereof.
COUNTY shall not commit, or suffer to be committed, any waste upon the Premises, or
any nuisance or other act or thing which may disturb the quiet enjoyment of any other
tenant or occupant of the Project.
COUNTY shall conform its use and occupancy of the Premises to the standards
and modes of use applicable to a first-class office building.
B.11. INSPECTION: The LESSOR reserves the right to enter the Premises by prior
appointment only between the hours of 9:00 a.m. and 4:30 p.m., Monday through Friday,
holidays excepted, or in the event of an emergency, and to employ the proper
representative or contractor in order to see that the Property is being reasonably cared for,
that no waste is being made, and that all things are done in the manner best calculated for
the preservation of the Property, and in full compliance with the terms and conditions of
this Lease.
Page 16
,. .,.: .._ .,....., ..
_11--___., ....L__i.L ..I-- Ani 1 0 E7110 A I A"AA 7
LEASE
CRANBROOK REALTY INVESTMENT FUND, L.P.,
dba Muir Parkway Office Center
AND
CONTRA COSTA COUNTY
(CONTRA COSTA HEALTH PLAN)
1340 ARNOLD DRIVE, SUITE 110
MARTINEZ, CALIFORNIA
SECTION C: SPECIAL PROVISIONS
C.1. SUBLEASE: COUNTY shall not, without LESSOR'S prior written consent
(which consent shall not be unreasonably withheld), voluntarily sell, assign or transfer all
or any part of COUNTY'S interest in this Lease or in the Premises or any part thereof,
sublease all or any part of the Premises, or permit all or any part of the Premises to be
used by any person or entity other than COUNTY or COUNTY'S agents or employees.
In the event COUNTY desires to assign this Lease or to sublet all or any part of
the Premises for any part of the Lease Term, COUNTY shall advise LESSOR in writing
and COUNTY shall provide LESSOR with the name, legal composition and address of
the proposed assignee or subtenant, and the following information: a true and complete
copy of the proposed assignment agreement or sublease; a financial statement of the
proposed assignee or subtenant prepared in accordance with generally accepted
accounting principles within one year prior to the proposed effective date of the
assignment or sublease; the nature of the proposed assignee's or subtenant's business to
be carried on in the Premises; the payments to be made or other consideration to be given
on account of the assignment or sublease; and such other pertinent information as may be
requested by LESSOR, all in sufficient detail to enable LESSOR to evaluate the proposed
assignment or sublease and the prospective assignee or subtenant. COUNTY shall
Page 17
immediately notify LESSOR of any modification to the proposed terms of such
assignment or sublease.
In the event of an assignment of this Lease or subletting of all or a portion of the
Premises for any part of the Lease Term, fifty percent (50%) of any and all rent paid by
an assignee or subtenant in excess of the rentals to be paid under this Lease (prorated in
the event of a sublease of less than the entire Premises), after COUNTY'S deduction
therefrom of all reasonable costs to effect the assignment or subletting, including without
limitation, brokerage fees, COUNTY'S attorneys' fees, and the cost of leasehold
improvements or alterations installed or redecorating performed by COUNTY for the
sublessee, shall be paid directly to LESSOR, as Additional Rent, at the time and place
specified in this Lease. For the purposes of this Paragraph , the term "rent" shall include
any consideration of any kind received, or to be received, by COUNTY from an assignee
or subtenant, if such sums are related to COUNTY'S interest in this Lease or in the
Premises, including, but not limited to key money, bonus money, and payments (in
excess of the fair market value thereof) for COUNTY'S assets, fixtures, trade fixtures,
inventory, accounts, goodwill, equipment, furniture, general intangibles, and any capital
stock or other equity ownership interest of COUNTY. Any assignment or subletting
without LESSOR'S consent shall be voidable at LESSOR'S option, and shall constitute
an Event of Default by COUNTY. LESSOR'S consent to any one assignment or
sublease shall not constitute a waiver of the provisions of this Paragraph. As to any
subsequent assignment or sublease nor a consent to any subsequent assignment or
sublease; further, LESSOR'S consent to an assignment or sublease shall not release
COUNTY from COUNTY'S obligations under this Lease, and COUNTY shall remain
jointly and severally liable with the assignee or subtenant.
In the event LESSOR consents to any assignment, such consent shall be
conditioned upon the assignee expressly assuming and agreeing to be bound by each of
COUNTY'S covenants, agreements and obligations contained in this Lease, pursuant to a
written assignment and assumption agreement in a form reasonably approved by
LESSOR. LESSOR'S consent to any assignment or sublease shall be evidenced by
Page 18
LESSOR'S signature on said assignment and assumption agreement or on said sublease
or by a separate written consent. In. the event LESSOR consents to a proposed
assignment or sublease, such assignment or sublease shall be valid and the assignee or
subtenant shall have the right to take possession of the Premises only if an executed
original of the assignment or sublease is delivered to LESSOR, and such document
contains the same terms and conditions as stated in COUNTY'S notice to LESSOR given
pursuant to the provisions above, except for any such modifications to which LESSOR
has consented in writing.
C.2. SERVICES BY LESSOR: It is understood and agreed LESSOR shall provide
certain maintenance, construction, remodeling or like services over and above
LESSOR'S maintenance and repair responsibilities as listed in Paragraph A.8. as
requested by COUNTY from time to time during the term of this Lease, and as approved
by LESSOR in its sole discretion. COUNTY shall pay to LESSOR as Additional Rent
one hundred percent (100%) of the costs of the service, plus a fifteen percent (15%)
administrative fee.
If LESSOR agrees to provide such additional services described in the
immediately preceding paragraph, LESSOR shall consult with COUNTY and select
either licensed, insured contractors or employees of LESSOR to provide the service.
LESSOR shall obtain COUNTY'S prior written approval on the scope, term, and cost of
the contracts. COUNTY shall have the right to change the level of service from time to
time by giving LESSOR thirty (30) days' prior written notice, including the right to
terminate any or all service, or to require different contractors to provide the service.
C.3. PRIOR POSSESSION: Commencing ten (10) days prior to the Commencement
Date of this Lease, provided this Lease has been approved by the Contra Costa County
Board of Supervisors, COUNTY shall have the right to install telecommunications and
computer cabling, telephones, and telecommunications equipment as required to prepare
the space for COUNTY'S occupancy. Said installation of equipment shall not materially
interfere with the construction of the Original Improvements (defined in Paragraph C.8.a
below) and shall be in accordance with the general contractor's construction schedule.
Page l9
:i _�..--- .,.... ... .. it ... 4....1.t. .I-- nni 1n circa 1 n71n0-7
Such early occupancy shall be subject to all of the terms of this Lease, except for
payment of Base Rent and common operating expenses.
CA. HAZARDOUS MATERIALS: LESSOR represents and guarantees to COUNTY
that LESSOR does not have any knowledge of the presence of Hazardous Substances or
contamination of the Building or Premises in violation of environmental laws. LESSOR
agrees to defend, save, protect, and hold harmless COUNTY from any loss arising out of
the presence of any Hazardous Substance in or around the Project which is not related to
COUNTY'S use and occupancy of the Premises, which obligation shall survive the
termination of this Lease. LESSOR acknowledges and agrees that COUNTY shall have
no obligation under this Lease to clean up or remediate, or to contribute toward the cost
of clean up or remediation, of any Hazardous Substance that is not caused to be present,
released, discharged or spilled on, in or under the Premises, Building, or Project, or any
portion thereof, by. COUNTY or any of its agents, employees, contractors,
subcontractors, invitees or other representatives.
COUNTY agrees to defend, save, protect, indemnify and hold LESSOR harmless
from and against all liabilities, claims, actions investigatory costs, remediation expenses,
damages, including without limitation, foreseeable and unforeseeable consequential
damages, costs, and expenses (including sums paid in settlement of claims and all
consultant, expert and legal fees and expenses of LESSOR'S counsel) or loss directly or
indirectly arising out of or resulting from the presence of any Hazardous Substance as a
result of COUNTY'S or any of its agents', employees', contractors', subcontractors',
invitees' or other representatives' activities, in or around any part of the Project. The
terms of the immediately preceding sentence shall survive the termination of this Lease.
A "Hazardous Substance" is defined to mean any substance, material or waste,
including asbestos and petroleum (including crude oil or any fraction thereof), which is or
becomes designated as a hazardous substance, hazardous waste, hazardous material, toxic
substance or material under any federal, state of local law, regulation or ordinance.
Page 20
C.5. OPERATING EXPENSE .REIMBURSEMENT:
a. COUNTY'S Obligation to Reimburse Common Operating Expenses:
COUNTY shall pay LESSOR as Additional Rent three and forty-two
hundredths percent (3.42%), of the amount (if any) by which Common
Operating Expenses as defined in Section b.l., below, paid.or incurred by
LESSOR in any calendar year during the Lease Term exceed the Common
Operating Expense Amount as defined below (which excess is referred to
herein as the "Excess Expenses") for any applicable. annual period prorated for
any part of a calendar year, (such amount, if any, "COUNTY's Share"). The
percentage of COUNTY's share has been determined by dividing the
approximate square footage of the Premises, which is three thousand two
hundred nine (3,209) by the total approximate square footage of the Project,
which is NINETY THREE THOUSAND EIGHT HUNDRED SEVENTY-
NINE (93,879). For purposes of this Lease, the term "Common Operating
Expense Amount" shall mean the amount of Common Operating Expenses
expended by LESSOR in any year. The term "2007 Common Operating
Expense Amount" shall mean the Common Operating Expense Amount
expended by LESSOR during 2007. The 2007 Common Operating Expense
Amount shall be subtracted from the current year's Common Operating
Expense Amount to determine the Excess Expenses.
1. COUNTY shall reimburse LESSOR for Common Operating
Expenses in the following manner: After each calendar year during
the Lease Term, LESSOR shall invoice COUNTY for COUNTY'S
Share of the Excess Expenses for such calendar year, and COUNTY
shall pay such amounts so invoiced within thirty (30) days after
receipt of such invoice. Alternatively, (i) LESSOR shall deliver to
COUNTY LESSOR'S reasonable estimate of the Excess Expenses it
anticipates will be paid or incurred for the calendar year in question;
(ii) during such calendar year, COUNTY shall pay COUNTY'S
Page 21
,...L,.:I...1........ .......... .. ..I1.........,... ....
-I-- AAI 1!1 C111TA r /1'7'1 Alll
Share of the estimated Excess Expenses in advance in equal monthly
installments due with each installment of Base Rent; and (iii) within
ninety (90) days after the end of such calendar year, LESSOR shall
furnish to COUNTY a statement in reasonable detail of the actual
Excess Expenses paid or incurred by LESSOR in accordance with
this paragraph during the just ending calendar year, and thereupon
there shall be an adjustment between LESSOR and COUNTY, with
payment to or repayment or credit by LESSOR, as the case may
require, within thirty (30) days after delivery by LESSOR to
COUNTY of such statement, to the end that LESSOR shall receive
the entire amount. of COUNTY'S Share of all the Excess Expenses
for such calendar year and no more.
2. If the Commencement Date is on a date other than the first day of a
calendar year, the amount of increases in Excess Expenses payable
by COUNTY in such calendar year shall be prorated on the basis
which the number of days from the Commencement Date falls bears
to 365. If the termination of the Lease shall be on a day other than
the last day of a calendar year, the amount of any adjustment
pursuant to Paragraph C.5.1 above for the calendar year in which the
Lease terminates shall be prorated on the basis which the number of
days from the commencement of such calendar year to and including
such termination date bears to 365. The termination of the Lease
shall not affect the obligations of LESSOR and COUNTY pursuant
to clause (iii) of Paragraph C.5.1 above.
3. Notwithstanding any statement of Common Operating Expenses
furnished by LESSOR, if after any taxing authority or other
governmental agency notifies LESSOR of the levy, assessment or
imposition of any Real Property Taxes (such as supplemental taxes)
which constitute a Common Operating Expense applicable to the
Nage 22
I---I.I. -I-- AnIIA CII.IAI n-MAnr
Lease Term (whether such notice is received during the Lease Term
or after termination of the Lease) for which COUNTY has not yet
been charged, COUNTY shall pay within fourteen (14) business
days COUNTY's Share of such Real Property Taxes which would
have exceeded the Real Property Tax component of the Common
Operating Expense Amount in the applicable Lease year.
4. If the Project contains more than one building, then LESSOR will
provide notice to COUNTY explaining the basis for reformulation,
and at LESSOR's sole discretion, reformulate COUNTY's Share, as
to any or all of the items which comprise Excess Expenses, to reflect
the percentage that the rentable square footage of the Premises bears
to the rentable square footage of the Project.
5. COUNTY shall have the right, exercisable upon not less than two
(2) weeks prior written notice to LESSOR, to review LESSOR'S
books and records relating to Common Operating Expenses within
ninety (90) days of receipt of any annual statement for the same, for
the purpose of verifying the charges contained in such statement.
Such review shall take place at LESSOR'S office during regular
business hours and COUNTY shall be responsible for all reasonable
and actual costs and related expenses of the review. In no event
shall COUNTY have the right to conduct such review if COUNTY
is then in default of this Lease with respect to any monetary
obligations, including, without limitation, the payment by COUNTY
of all Additional Rent amounts that are the subject of COUNTY'S
review. COUNTY may not withhold payment pending completion
Of such inspection of LESSOR.'S books and records. If COUNTY
fails to timely exercise its inspection rights in accordance with the
terms above, the failure shall be conclusively deemed to constitute
COUNTY'S approval of LESSOR'S reconciliation statement for the
Page 23
calendar year in question. COUNTY shall keep any information
gained from the inspection of LESSOR'S books and records
confidential and shall not disclose it to any other party, except as
required by law. If requested by LESSOR, COUNTY shall require
its employees or agents inspecting LESSOR'S books and records to
sign an agreement to keep the books and records confidential to the
extent allowed by law, as a condition of LESSOR making
LESSOR'S books and records available to them. COUNTY
covenants and agrees that any accounting or auditing firm or
company retained by COUNTY to review or inspect LESSOR'S
books and records relating to Common Operating Expenses shall not
be compensated on a contingency fee basis.
b. Common Operating Expenses Defined:
The term "Common Operating Expenses" shall mean the following:
1. All costs and expenses paid or incurred by LESSOR in connection
with the operation, ownership, management, repair, maintenance,
replacement and security of the property upon which the Premises
are located, the improvements thereon and the Common Area,
including without limitation, all costs and expenses paid or incurred
by LESSOR in doing the following (including payments to
independent contractors providing services related to the
-performance of the following): (i) maintaining, cleaning, repairing
and resurfacing the roof (including repair of leaks) and the exterior
surfaces (including painting) of all buildings located on the Project;
(ii) maintenance of the liability, fire and property damage insurance
(including, without limitation, rental loss and/or earthquake
insurance, if applicable), covering the Project carried by LESSOR,
(including the prepayment of premiums for coverage of up to one
year); (iii) maintaining, repairing, operating and replacing when
Page 24
1.1...1.... AAI I A C1111A1 WYN AW7
necessary HVAC equipment, utility facilities and other building
service equipment; (iv) providing utilities to the Common Area
(including lighting, trash removal and water for landscaping
irrigation); (v) complying with all applicable laws and private
restrictions; (vi) operating, maintaining, repairing, cleaning,
painting, restriping and resurfacing the Common Area; (vii)
replacement or installation of lighting fixtures, directional or other
signs and signals, irrigation systems, trees, shrubs, ground cover and
other plant materials, and all landscaping in the Common Area; and
(viii) providing security; and (ix) staffing and administering
(including supplies, telephones, equipment rental, payroll burden,
professional fees, taxes and licenses and COUNTY and broker
relations) an on-site project office.
2. The following costs: (i) Real Property Taxes as defined in C.5.c.; (ii)
the amount of any "deductible" paid by LESSOR with respect to
damage caused by any insured peril; (iii) the cost to repair damage
caused by an uninsured peril up to a maximum amount in any 12
month period equal to 2% of the replacement cost of the buildings or
other improvements damaged; and (iv) that portion of all
compensation (including benefits and premiums for workers'
compensation and other insurance) paid to or on behalf of
employees of LESSOR but only to the extent they are involved in
the performance of the work described by C.5.b.1. that is fairly
allocable to the Project;
3. Fees for management services rendered, for the Project, by either
LESSOR or a third party manager engaged by LESSOR (which may
be a party affiliated with LESSOR).
4. All additional costs and expenses incurred by LESSOR with respect
to the operation, protection, maintenance, repair and replacement of
Page25
..i„- nni in CIAI AT n-11An 7
the Project, which would be considered a current expense (and not a
capital expenditure) pursuant to generally accepted accounting
principles.
c. Real Property Taxes Defined:
The term "Real Property Taxes" shall mean all taxes,. assessments, levies,
and other charges of any kind or nature whatsoever, general and special,
foreseen and unforeseen (including all installments of principal and interest
required to pay any existing or future general or special assessments for public
improvements, services or benefits, and any increases resulting from
reassessments resulting from a change in ownership, new construction, or any
other cause), now or hereafter imposed by any governmental or quasi-
governmental authority or special district having the direct or indirect power to
tax or levy assessments, which are levied or assessed against, or with respect to
the value, occupancy or use of all or any portion of the Project (as now
constructed or as may at any time hereafter be constructed, altered, or
otherwise changed) or LESSOR'S interest therein, the fixtures, equipment and
other property of LESSOR, real or personal, that are an integral part of and
located on the Project, the gross receipts, income, or rentals from the Project, or
the use of parking areas, public utilities, or energy within the Project, or
LESSOR'S business of leasing the Project. If at any time during the Lease
Term the method of taxation or assessment of the Project prevailing as of the
Effective Date shall be altered so that in lieu of or in addition to any Real
Property Tax described above there shall be levied, assessed or imposed
(whether by reason of a change in the method of taxation or assessment,
creation of a new tax or charge, or any other cause) an alternate or additional
tax or charge (i) on the value, use or occupancy of the Project or LESSOR'S
interest therein, or (ii) on or measured by the gross receipts, income or rentals
from the Project, on LESSOR'S business of leasing the Project, or computed in
any manner with respect to the operation of the Project, then any such tax or
Page 16
L. N _I-- -I,,- Ani 1A c7111 A 7 A"AA 7
charge, however designated, shall be included within the meaning of the term
"Real Property Taxes" for purposes of this Lease. If any Real Property Tax is
based. upon property or rents unrelated to the Project, then only that part of
such Real Property Tax that is fairly allocable to the Project shall be included
within the meaning of the term "Real Property Taxes". Notwithstanding the
foregoing, the term "Real Property Taxes" shall not include estate, inheritance,
transfer, gift, franchise or other personal taxes of LESSOR or the federal or
state net income tax imposed on LESSOR'S income from all sources.
COUNTY acknowledges that the "assessments" referred to in this Paragraph C.
5.c. may include assessment districts or other funding mechanisms, including
but not limited to, improvement districts, maintenance districts, special services
zones or districts, or any combination thereof (collectively hereafter called
"Assessment Districts") for the constriction, alteration, expansion,
improvement, completion, repair, operation, or maintenance, as the case may
be, of on-site or off.-site improvements, or services, or any combination thereof
as required by the City of Martinez (the "City"), as a condition of approving or
modifying the development of which the Premises are a part. These
Assessment Districts may provide, among other things, the following
improvements or services: streets, curbs, interchanges, highways, traffic noise
studies and mitigation measures, traffic control systems and expansion of city
facilities to operate same, landscaping and lighting maintenance services,
maintenance of flood control facilities, water storage and distribution facilities,
fire apparatus, manpower, and other fire safety facilities,and sports facilities.
COUNTY hereby consents to the formation of any and all existing and future
Assessment Districts and waives any and all rights of notice and any and all
rights of protest in connection with formation of any Assessment Districts and
agrees to execute all documents, including, but not limited to, formal waivers
of notice and protest, evidencing such consent and waiver upon request of
LESSOR or the City.
Page z7
d. Items Excluded from Common Area Expenses:
1. Charges for depreciation, interest, amortization or penalties with
respect to the Premises, the Common Area or any improvements
located thereon;
2. Expenses resulting from negligent acts or omissions of LESSOR;
3. Legal and accounting fees involving relations or disputes with
employees, tenants or others, leasing commissions, bad debt and
other business losses;
4. Reserves for future expenses;
5. Amounts for which recovery is obtained under warrantees, insurance
coverage, wholly from another tenant or otherwise; and
6. The cost of providing improvements wholly within the office space
of any other tenants in the Building at anytime to the extent such
improvements do not provide any benefit to the COUNTY;
7. Payments on any loans or ground leases affecting the Project;
8. Depreciation of any buildings or any major systems of building
service equipment within the Project;
9. The cost of tenant improvements installed for exclusive use of other
tenants of the Project;
10. Any costs incurred in complying with Hazardous Substances Laws.
e. Amortization of Certain Capital Improvements:
COUNTY shall pay as Additional Rent it's prorata share of any of the
following kinds of capital improvements to the Project and the cost thereof is
not reimbursable as a Common Operating Expense: (i) capital improvements
required to be constructed in order to comply with any law (excluding any
Hazardous Substances Laws) not in effect or applicable to the Project as of the
Effective Date, and specifically including the Americans with Disabilities Act
Page 18
..I..- 4AI 1n CTT.IAI n71A117
(as it applies to Common Areas); (ii) modification of existing or construction of
additional capital improvements or building service equipment for the purpose
of reducing the consumption of utility services or Common Operating
Expenses of the Project; (iii) replacement of capital improvements or building
service equipment existing as of the Effective Date when required because of
normal wear and tear; and (iv) restoration of any part of the Project that has
been damaged by any peril to the extent the cost thereof is not covered by
insurance proceeds actually recovered by LESSOR up to a maximum amount
per occurrence of 10% of the then replacement cost of the Project. The amount
of Additional Rent COUNTY is to pay with respect to each such capital
improvement shall be determined as follows:
1. All costs paid by LESSOR to construct such improvements
(including financing costs) shall be amortized over the useful life of
such improvement (as reasonably determined by LESSOR in
accordance with generally accepted accounting principles) with
interest on the unamortized balance at the then prevailing market
rate LESSOR would pay if it borrowed funds to construct such
improvements from an institutional lender (but in no event to exceed
the maximum legal rate), and LESSOR shall add the amortized
amount to the calculation of Common Operating Expenses,
LESSOR shall also provide COUNTY with the information upon
which such determination is made.
2. As Additional Rent, COUNTY shall pay at the same time the Base
Rent is due, an amount equal to COUNTY'S share of that portion of
such monthly amortization payment fairly allocable to the Premises
(as reasonably determined by LESSOR and agreed to by COUNTY)
for each month after such improvements are completed until the first
to occur of (i) the expiration of the Lease Term (as it may be
Pulte z9
.........�..,:�,._i........ ........... .. ..�i,,...,,...... ,.,.1.....1.1...1..., AAI I n cr),i A r A"AWr
extended), or (ii) the end of the term over which such costs were
amortized.
CA INSURANCE:
a. Throughout the term of this Lease, COUNTY, 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 property damage including
loss of use. The right to self-insure as described herein shall apply only to the
COUNTY and shall not apply to any assignee, sublessee or other transferee of
the COUNTY'S interest herein (which assignee, sublessee or other transferee,
to the extent not an affiliate of the COUNTY, shall be required to carry and
maintain during the Lease term, commercially general liability insurance, on an
occurrence basis, identifying LESSOR as an additional insured thereunder, in
the minimum amount of One Million Dollars, combined single limit).
b. COUNTY shall provide fire insurance on its own contents, improvements and
betterments and personal property contained within or on the Premises under a
standard all-risk policy..
c. LESSOR shall have no interest in the insurance upon COUNTY'S
improvements, equipment and fixtures and will sign all documents necessary or
proper in connection with the settlement of any claim or loss by COUNTY.
d. Throughout the Term of this Lease LESSOR shall maintain in full force and
effect Comprehensive General Liability or Commercial General Liability
insurance covering bodily injury (including death), personal injury and
property damage. Limits shall be in amounts not less than one million dollars
($1,000,000) per occurrence and two million dollars ($2,000,000) in the
aggregate, if applicable, not to exceed five million dollars ($5,000,000) dollars
in Excess Liability.
C.7. RELEASE AND WAIVER OF SUBROGATION:
a. To the extent permitted by law, COUNTY agrees to hold LESSOR, its agents,
contractors, and employees harmless from any claim COUNTY may have for
Page 30
.....,...1.,.:�.._�........ ........... ....��............. ...,1.,...1.l...I.... AA1 1/1 VINT A 1 11-714W7
any loss of or damage to, including consequential loss resulting from, the
COUNTY'S property located within the Premises, however caused, and
COUNTY hereby waives any right of subrogation that it or its insurance
carrier may have against LESSOR, its agents, contractors, and employees with
respect to such loss or damage referred to in this sentence.
b. To the extent permitted by law, LESSOR agrees to hold COUNTY, its elected
officials, agents, contractors, and employees harmless from any claim
LESSOR, or LESSOR'S insurer, may have for any loss of or darnage to,
including consequential loss resulting from, the Building and Project, or any of
LESSOR'S contents located within the Building in which the Premises is
located, however caused, and LESSOR hereby waives any right of subrogation
that it or its insurance carrier may have against COUNTY, its elected officials,
agents, contractors, and employees with respect to such loss or damage referred
to in this sentence.
C.8. IMPROVEMENTS:
a. LESSOR shall provide an allowance (herein defined as "Improvement
Allowance") not to exceed Ten and 00/100 Dollars ($10.00) per rentable
square foot, including architectural and permitting fees if applicable, to
construct improvements in the Premises (herein defined as "Original
Improvements"). LESSOR and COUNTY shall work together to mutual
agreement to create plans and specifications ("Plans and Specifications") for
the Original Improvements. Final plans and two (2) copies of the Plans and
Specifications of materials and equipment to be installed will be submitted to
COUNTY and shall be approved by COUNTY, which approval shall not be
unreasonably withheld, before any construction work is commenced.
COUNTY shall approve or disapprove the final Plans and Specifications
within ten (10 days) after their submittal.
b. After approval by COUNTY, LESSOR shall not make or cause to be made
any changes in the Plans or Specifications without the prior written consent of
Page 3 t
COUNTY. LESSOR'S General Contractor shall comply with California
Labor Code Sections 1720-1861 as they apply to the accomplishment of the
tenant improvements." LESSOR shall make changes, additions or deletions to
the Plans and Specifications only upon written change order from COUNTY
for "Extra Work" (which shall be defined as any improvements over and
above the Original Improvements), in the amount not to exceed one and
00/100 dollars ($1.00) per rentable square foot, and such items shall be
payable by COUNTY to LESSOR at a rate not to exceed direct cost.
COUNTY shall receive full credit for any deletions. COUNTY hereby
reserves the right to inspect the Original Improvements during construction as
specified herein, but will not interfere with LESSOR'S work and will notify
LESSOR in writing of any requests for Extra Work, recommendations or
discrepancies. COUNTY acknowledges that any delays in the completion of
the Original Improvements caused by the review of any request for, as well as
any approval and/or performance of, Extra Work shall constitute a COUNTY
Delay (defined below), regardless of whether or not the Extra Work is actually
performed. Any request by COUNTY for Extra Work which would require a
change to the Plans or Specifications shall be accompanied by all necessary
additional and/or revised specifications or plans for such Extra Work, which
revised plans or specifications shall be prepared at COUNTY'S expense.
LESSOR shall respond in writing within five (5) business days to any request
by COUNTY for the performance of Extra Work. Any approval of such
request may, in LESSOR'S sole discretion, be conditioned upon: (i) payment
by COUNTY thirty (30) days after Substantial Completion of Extra Work and
the acceptance thereof, as provided for in Section C.9, by COUNTY's General
Services Director, and receipt of invoice from LESSOR, (ii) the written
acknowledgment by COUNTY that any additional time required to perform
such Extra Work shall constitute a COUNTY Delay (only as defined below in.
Section C.8.e. (4). If COUNTY shall fail to meet any such conditions
Page 32
precedent to the performance of Extra Work within three (3) days following
LESSOR'S notice to COUNTY of same, the proposed Extra Work shall be
deemed disapproved by COUNTY, and LESSOR shall not be obligated to
perform any portion thereof.
c. Subject to COUNTY'S approval of the final Plans and. Specifications,
LESSOR shall commence construction of the Original Improvements within
thirty (30) days of the Effective Date of this Lease, and the Original
Improvements shall be complete, including final inspections or a Certificate of
Occupancy, if applicable, by September 1, 2007. If actual construction of the
Original Improvements has not commenced within one hundred twenty (120)
days after the Effective Date of this Lease, COUNTY may, upon written
notice to LESSOR, cancel this Lease without cost or obligation to COUNTY.
In the event LESSOR cannot deliver the Premises for any reason other than
County Delays (defined below) on or before September 1, 2007 as provided
hereinabove, rent shall be prorated as of the first workday after the
improvements are completed and accepted by the COUNTY.
d. Upon LESSOR'S written request, the dates in Paragraph C.8.c. above shall be
extended by the time lost or delays in the completion of construction of the
Original Improvements as a result of work stoppages, strikes, shortages of
material or Act of God•, provided such time lost or delay in completion of
construction is entirely beyond LESSOR'S control.
e. The term "County Delay" shall mean, with respect to the completion of the
Original Improvements, delay which is attributable to any: (1) delay in the
giving of authorizations or approvals by COUNTY; (2) delay attributable to
the negligent or willfully wrongful acts or failures to act, of COUNTY, its
agents, or contractors, where such acts or failures to act delay the completion
of the Original Improvements; (3) delay attributable to the interference of
COUNTY, its agents, or contractors with the completion of Original
Improvements; (4) any extension of time required to complete the
Page 33
improvements because of changes to the Plans and Specifications of the
improvements requested by COUNTY, including any delays caused by
requests for Extra Work; (5) any delay in obtaining final inspection or a
certificate of occupancy for the Premises as a result of the failure of any
contractor hired by COUNTY to complete any portion of the Original
Improvements prior to the completion of the Original Improvements.
f. In the event of any COUNTY Delay, the date of Substantial Completion of the
Original Improvements and delivery of the Premises to COUNTY by LESSOR
shall be deemed to be the date the Original Improvements would have been
completed but for the COUNTY Delay(s).
C.9. COMPLETION AND OCCUPANCY:
The following procedure shall apply for completion and acceptance of the Original
Improvements:
a. Upon LESSOR'S Substantial Completion of construction and installation
of the Original Improvements and written notice thereof to the General
Services Director, COUNTY shall inspect within five (5) workdays after
receiving the notice and shall accept or reject the Original Improvements within
seven (7) workdays of receipt of such written notice.
b. The sole basis for rejection of the Original Improvements shall be
nonconformity with Plans and Specifications or applicable laws or ordinances.
In the event COUNTY rejects the Original Improvements, COUNTY shall
provide LESSOR with a reasonable detailed list of the deficient portions or
details of the Original Improvements.
c. LESSOR shall immediately commence to complete or correct the rejected
portion.
d. At the time LESSOR delivers possession of the Premises to COUNTY, LESSOR
and COUNTY shall together execute an acceptance agreement in the form attached as
"Exhibit E", appropriately completed.
Page 34
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C.10. SUBORDINATION: The lease is subject and subordinate to all security
instruments (which shall be any ground lease, mortgage, deed of trust, or any other
hypothecation or security now or hereinafter placed upon the Premises), existing as of the
Effective Date, described herein. However, if any lender so requires, by written notice to
COUNTY, this Lease shall become prior and superior to any such security instrument.
C.I1 MORTGAGEE PROTECTION AND ATTORNMENT: Upon the occurrence
of any Event of Default on the part of the LESSOR, COUNTY will use reasonable
efforts at the time it gives written notice of such Default to the LESSOR to also give
such notice by registered mail to any lender whose name has been provided to COUNTY
and shall offer such lender a reasonable opportunity to cure the LESSOR's Default. For
purposes of the immediately preceding sentence, a reasonable time shall in no event be
less than thirty (30) days after such lender's receipt of such written notice of default
from the COUNTY; provided, however, if the nature of LESSOR's obligation is such
that more than thirty (30) days are reasonably required for its performance, then such
lender shall be afforded such additional time as is reasonably required to cure the
LESSOR's Default so long as such lender commences such cure within such thirty (30)
day period after the lender receives written notice of LESSOR's Default and thereafter
diligently pursues such cure to completion. COUNTY shall attorn to any purchaser of
the Premises at any foreclosure sale or private .sale conducted pursuant to any security
instrument encumbering the Premises, or to any grantee or transferee designated in any
deed given in lieu of foreclosure.
C.12. ESTOPPEL CERTIFICATES: At all times during the Lease Term, each party
agrees, following any request by the other party, promptly to deliver to the requesting
party within fifteen.(15) days following delivery of such request an estoppel certificate:
(i) certifying that this Lease is unmodified and in full force and effect or, if modified,
stating the nature of such modification and certifying that this Lease, as so modified, is in
full force and effect, (ii) stating the date to which the Rent and other charges are paid in
advance, if any, (iii) acknowledging that there are not, to the certifying party's
knowledge, any uncured defaults on the part of any party hereunder or, if there are
Page 35
uncured defaults, specifying the nature of such defaults, and (iv) certifying such other
information about the Lease as may be reasonably required by the requesting party. A
failure to deliver an estoppel certificate within fifteen (15) days after delivery of a request
therefor shall be a conclusive admission that, as of the date of the request for such
statement: (i) this Lease is unmodified except as may be represented by the requesting
party in said request and is in full force and effect, (ii) there are no uncured defaults in the
requesting party's performance, and (iii) no rent has been paid more than thirty (30) days
in advance. An estoppel certificate requested to be provided by the COUNTY may be
executed by the County's General Services Director.
C.13. WAIVER:
a. One party's consent to or approval of any act by the other party requiring the
first party's consent or approval shall not be deemed to waive or render
;unnecessary the .first party's consent to or approval of any subsequent similar
act by the other party. The receipt by LESSOR of any Rent or payment with
or without knowledge of the breach of any other provision hereof shall not be
deemed a waiver of any such breach unless such waiver is in writing and
signed by LESSOR. No delay or omission in the exercise of any right or
remedy accruing to either party upon any breach by the other party tinder this
Lease shall impair such right or remedy or be construed as a waiver of any
such breach theretofore or thereafter occurring. The waiver by either party or
any breach of any provision of this Lease shall not be deemed to be a waiver
of any subsequent breach of the same or of any other provisions herein
contained.
Page 36
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b. Limitation On Exercise of Rights: At any time that a COUNTY Event of
Default has occurred, following COUNTY's receipt of written notice of such
COUNTY Event of Default as provided in Paragraph B.6.a.1 or Paragraph
B.6.a.2, as applicable, and remains uncured, (i) it shall not be unreasonable for
LESSOR to deny or withhold any consent or approval requested of it by
COUNTY which LESSOR would otherwise be obligated to give, and (ii)
COUNTY may not exercise any option to extend, right to terminate this Lease,
or other right granted to it by this Lease which would otherwise be available to
it.
Page 37
EXHIBIT A
PREMISES
LEASE FOR CONTRA COSTA COUNTY
CONTRA COSTA HEALTH PLAN
1340 ARNOLD DRIVE, SUITE 110, MARTINEZ, CALIFORNIA
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EXHIBIT B
SPACE PLANS WITH IMPROVEMENTS
LEASE FOR CONTRA COSTA COUNTY
CONTRA COSTA HEALTH PLAN
1340 ARNOLD DRIVE, SUITE 110, MARTINEZ, CALIFORNIA
1. Demo wall in Open Area#9 and one (1) wall in Office #4.
2. Remove and dispose of all existing carpet and base throughout
Premises.
3. Create phone closet in Conference Room #8.
4. Modify existing counter in Reception Area#1 as per Tenant's request.
5. Create Phone Closet with locking double doors in Conference Room #8.
Phone backboard to be two (2) sheets of Fire-Rated 3/4" plywood.
6. Construct new walls in Office #4 to create two (2) offices; 1-9', 1-8',
with new doors and sidelights.
7. Install new electrical receptacles and phone/data as determined by
Tenant.
8. Patch and paint the entire Premises with Building Standard Paint.
9. Provide and install new building standard carpet, pad and base
throughout the Premises.
10.Install acoustic batting above ceiling grid above newly created demise
wall in Office #4.
11.HVAC, lighting and sprinkler work as required for new layout.
12.Alternate for separate zoning in Conference Room#8.
1 of 4 Page 39
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EXHIBIT B
SPACE PLANS WITH IMPROVEMENTS
LEASE FOR CONTRA COSTA COUNTY
CONTRA COSTA HEALTH PLAN
1340 ARNOLD DRIVE, SUITE 110, MARTINEZ, CALIFORNIA
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SPACE PLANS WITH IMPROVEMENTS
LEASE FOR CONTRA COSTA COUNTY
CONTRA COSTA HEALTH PLAN
1340 ARNOLD DRIVE, SUITE 110, MARTINEZ, CALIFORNIA
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SPACE PLANS WITH IMPROVEMENTS
LEASE FOR CONTRA COSTA COUNTY
CONTRA COSTA HEALTH PLAN
1340 ARNOLD DRIVE, SUITE 110,MARTINEZ, CALIFORNIA
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EXHIBIT C
BUILDING RULES AND REGULATIONS
LEASE FOR CONTRA COSTA COUNTY
CONTRA COSTA HEALTH PLAN
1340 ARNOLD DRIVE, SUITE 110, MARTINEZ, CALIFORNIA
1. No sign, placard, picture, advertisement, name or notice shall be installed or
displayed on any part of the outside or inside of the Building without the prior
written consent of LESSOR. LESSOR shall have the right to remove, at
COUNTY'S expense and without notice, any sign installed or displayed in violation
of this rule. All approved signs or lettering on doors and walls shall be printed,
painted, affixed or inscribed at the expense of COUNTY by a person chosen by
LESSOR.
?. If LESSOR objects in writing to any curtains, blinds, shades, screens or hanging
plants or other similar objects attached to or used in connection with any window or
door of the Premises, COUNTY shall immediately discontinue such use. No awning
shall be permitted on any part of the Premises. COUNTY shall not place anything
against or near glass partitions or doors or windows which may appear unsightly
from outside the Premises.
3. COUNTY shall not obstruct any sidewalks, halls, passages, exits, entrances,
elevators, escalators, or stairways of the Building. The halls, passages, exits,
entrances, shopping malls, elevators, escalators and stairways are not open to the
general public. LESSOR shall in all cases retain the right to control and prevent
access thereto of all persons whose presence in the judgment of LESSOR would be
prejudicial to the safety, character, reputation and interest of the Building and its
Tenants/COUNTY; provided that nothing herein contained shall be construed to
prevent such access to persons with whom COUNTY normally deals in the ordinary
course of its business, unless such persons are engaged in illegal activities. No
employee or invitee of COUNTY shall go upon the roof of the Building.
4. The directory of the Building will be provided exclusively for the display of the
name and location of COUNTY only, and LESSOR reserves the right to exclude
any other names therefrom.
5. All cleaning and janitorial services for the Building and the Premises shall be
provided exclusively through LESSOR, and except with the written consent of
LESSOR, no person or persons other than those approved by LESSOR shall be
permitted to enter the Building for the purpose of cleaning the same. COUNTY shall
not cause any unnecessary labor by carelessness or indifference to the good order
and cleanliness of the Premises. LESSOR shall not in any way be responsible to any
COUNTY for any loss of personal property on the Premises, however occurring, or
for any damage to any COUNTY'S personal property by the janitor or any other
employee or any other person.
6. LESSOR will furnish COUNTY, at COUNTY'S cost (unless such cost is paid from
any COUNTY improvement allowance, if applicable, available to COUNTY by
LESSOR), with two keys to each door lock in the Premises. LESSOR may make a
reasonable charge for any additional keys. COUNTY shall not make or have made
additional keys, and COUNTY shall not alter any lock or install a new additional
lock or bolt on any door of its Premises. COUNTY, upon the termination of its
tenancy, shall deliver to LESSOR the keys of all doors which have been furnished to
COUNTY, and in the event of loss of any keys so furnished, shall pay LESSOR
therefor.
7. If COUNTY requires telegraphic, telephonic, burglar alarm or similar services, it
shall first obtain, and comply with, LESSOR'S instructions in their installation.
8. Any freight elevator shall be available for use by all Tenants in the Building, subject
to such reasonable scheduling as LESSOR in its discretion shall deem appropriate.
No equipment, materials, furniture, packages, supplies, merchandise or other
Page 40
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property will be received in the Building or carried in the elevators except between
such hours and in such elevators as may be designated by LESSOR.
9. COUNTY shall not place a load upon any floor of the Premises that exceeds the
load per square foot that such floor was designed to carry and which is allowed by
law. LESSOR shall have the right to prescribe the weight, size and position of all
equipment, materials, furniture or other property brought into the Building. Heavy
objects shall, if considered necessary by LESSOR, stand on such platforms as
determined by LESSOR to be necessary to properly distribute the weight. Business
machines and mechanical equipment belonging to COUNTY, which cause noise or
vibration that may be transmitted to the structure of the Building or to any space
therein to such a degree as to be objectionable to LESSOR or to any
Tenants/COUNTY in the Building, shall be placed and maintained by COUNTY, at
COUNTY'S expense, on vibration eliminators or other devices sufficient to
eliminate noise or vibration. The persons employed to move such equipment in or
out of the Building must be acceptable to LESSOR. LESSOR will not be
responsible for loss of, or damage to, any such equipment or other property from
any cause, and all damage done to the Building by maintaining or moving such
equipment or other property shall be repaired at the expense of COUNTY.
COUNTY shall notify LESSOR of the names of all persons or companies to be
employed or retained by COUNTY to move equipment or other articles inor out of
the Building or Premises on behalf of the County (collectively, "movers") prior to
commencing any moving. COUNTY shall reasonably cooperate with LESSOR to
cause all such movers to maintain the following insurance in connection with the
moving of equipment or other articles in or out of the Building or Premises, as the
case may be (and to provide LESSOR with a certificate of insurance evidencing
such insurance is being maintained): (i) workers compensation insurance in such
amounts as may be required by law; and (ii) commercial general liability insurance
(including owned and non-owned automobile liability), on an occurrence basis, with
limits of no less than $1,000,000 per occurrence. Such commercial general liability
policies shall (i) name LESSOR and its managing agent as additional insureds; and
(ii) be primary to and non-contributory with any insurance policies carried by
LESSOR or such managing agent.
10. COUNTY shall not use or keep in the Premises any kerosene, gasoline or other
inflammable or combustible fluid or material other than those limited quantities
necessary for the operation or maintenance of office equipment. COUNTY shall not
use or permit to be used in the Premises any foul or noxious gas or substance, or
permit or allow the Premises to be occupied or used in a manner offensive or
objectionable to LESSOR or other occupants of the Building by reason of noise,
odors or vibrations, nor shall COUNTY bring into or keep in or about the Premises
any birds or animals.
11. COUNTY shall not use any method of heating or air-conditioning other than that
supplied by LESSOR.
12. COUNTY shall not waste electricity, water or air-conditioning and agrees to
cooperate fully with LESSOR to assure the most effective operation of the
Building's heating and air-conditioning and to comply with any governmental
energy-saving rules, laws or regulations of which COUNTY has actual notice, and
shall refrain from adjusting controls. COUNTY shall keep corridor doors closed,
and shall close window coverings at the end of each business day.
13. LESSOR reserves the right, exercisable without notice and without liability to
COUNTY, to change the name and street address of the Building.
14. LESSOR reserves the right to exclude from the Building between the hours of 6 P.M.
and 7 A.M. the following day, or such other hours as may be established from time to
time by LESSOR, and on Sundays and legal holidays, any person unless that person
is known to the person or employee in charge of the Building and has a pass or is
properly identified. COUNTY shall be responsible for all persons for whom it
requests passes and shall be liable to LESSOR for all acts of such persons. LESSOR
shall not be liable for damages for any error with regard to the admission to or
Page 4
exclusion from the Building of any person. LESSOR reserves the right to prevent
access to the Building in case of invasion, mob, riot, public excitement or other
commotion by closing the doors or by other appropriate action.
15. COUNTY shall close and lock the doors of its Premises and entirely shut off all
water faucets or other water apparatus, and electricity, gas or air outlets before
COUNTY and its employees leave the Premises. COUNTY shall be responsible for
any damage or injuries sustained by other Tenants/COUNTY or occupants of the
Building or by LESSOR for noncompliance with this rule.
16. COUNTY shall not obtain for use on the Premises food, beverage, towel, car
washing or detailing or other similar services or accept barbering, bootblacking or
cat- washing or detailing service upon the Premises, except at such hours and under
such regulations as may be fixed by LESSOR.
17. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed and no foreign
substance of any kind whatsoever shall be thrown therein. The expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be borne
by the COUNTY who, or whose employees or invitees, shall have caused it.
18. COUNTY shall not sell, or permit the sale at retail, of newspapers, magazines,
periodicals, theater tickets or any other goods or merchandise to the general public
in or on the Premises. COUNTY shall not make any room-to-room solicitation of
business or activity other than that specifically provided for in the COUNTY'S
Lease,
19. COUNTY shall not install any radio or television antenna, loudspeaker or other
device on the roof or exterior walls of the Building. COUNTY shall not interfere
with radio or television broadcasting or reception from or in the Building or
elsewhere.
20. COUNTY shall not mark, drive nails, screw or drill into the partitions, woodwork or
plaster or in any way deface the Premises or any part thereof. LESSOR reserves the
right to direct electricians as to where and how telephone and telegraph wires are to
be introduced to the Premises. COUNTY shall maintain their telephone, telegraph,
telecommunications wires and systems. COUNTY shall not cut or bore holes for
wires. COUNTY shall not affix any floor covering to the floor of the Premises in
any manner except as approved by LESSOR. COUNTY shall repair any damage
resulting from noncompliance with this rule.
21. COUNTY shall not install, maintain or operate upon the Premises any vending
machine without the written consent of LESSOR.
22. Canvassing, soliciting and distribution of handbills or any other written material,
and peddling in the Building are prohibited, and each Tenant/COUNTY shall
cooperate to prevent same.
23. LESSOR reserves the right to exclude or expel from the Building any person who,
in LESSOR'S judgment, is intoxicated or under the influence of liquor or drugs or
who is in violation of any of the Rules and Regulations of the Building.
24. COUNTY shall store all its trash and garbage within its Premises. COUNTY shall
not place in any trash box or receptacle any material that cannot be disposed of in
the ordinary and customary manner of trash and garbage disposal. All garbage
disposal shall be made in accordance with the directions issued from time to time by
LESSOR.
25. The Premises shall not be used for the storage of merchandise held for sale to the
general public, or for lodging or for manufacturing of any kind, nor shall the
Premises be used for any improper, immoral or objectionable purpose. No cooking
shall be done or permitted by any Tenant/COUNTY on the premises except that use
by COUNTY of Underwriters' Laboratory-approved equipment for brewing coffee,
tea, hot chocolate, and similar beverages shall be permitted, provided that such
equipment and use is in accordance with all applicable federal, state, county and city I
laws, codes, ordinances, rules and regulations.
26. COUNTY shall not use in any space or in the public halls of the Building any
handtrucks except those equipped with rubber tires and side guards or such other
Page az
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material-handling equipment as LESSOR may approve. COUNTY shall not bring
vehicles or bicycles of any kind into the Building.
27. Without the written consent of LESSOR, COUNTY shall not use the name of the
Building in connection with or in promoting or advertising the business of
COUNTY except as COUNTY'S address.
28. COUNTY shall comply with all safety, fire protection and evacuation procedures
and regulations established by LESSOR or any other governmental agency.
29. COUNTY assumes any and all responsibility for protecting its Premises from theft,
robbery and pilferage, which includes keeping doors locked and other means of
entry to the Premise closed.
30. The requirements of COUNTY will be attended to only upon appropriate application
to the office of the Building by an authorized individual: Employees of LESSOR
shall not perform any work or do anything outside of their regular duties unless
under specific instruction by LESSOR.
31. COUNTY shall not park its vehicles in any parking areas designated by the
LESSOR as areas for parking by visitors to the Building. COUNTY shall not leave
vehicles in the Building parking areas overnight nor park any vehicles in the
Building parking areas other than automobiles, motorcycles, motor driven or non-
motor driven bicycles or four wheeled trucks.
32. LESSOR may waive any one or more of these Rules and Regulations for the benefit
of COUNTY or any other Tenant, but no such waiver by LESSOR shall be
construed as a continuous waiver of such Rules and Regulations in favor of
COUNTY or any other Tenant, nor prevent LESSOR from thereafter enforcing any
such Rules and Regulations against the COUNTY or any or all of the other Tenants
of the Building.
33. These Rules and Regulations are in addition to, and shall not be construed to in any
way modify or amend, in whole or in part, the terms, covenants, agreements and
conditions of any lease of premises in the Building.
34. LESSOR reserves the right to make such other reasonable Rules and Regulations as,
in its judgment, may from time to time be needed for safety and security, for care
and cleanliness of the Building and for the preservation of good order therein.
COUNTY agrees to abide by all such Rules and Regulations hereinabove stated and
for any additional rules and regulations that are adopted.
35. COUNTY shall be responsible for the observance of all foregoing rules by
COUNTY'S employees, agents, clients, customers, invitees and guests.
Page 43
144—1-- eni M CITTA T n-71AA^I
EXHIBIT D
JANITORIAL SPECIFICATIONS
LEASE FOR CONTRA COSTA COUNTY
CONTRA COSTA HEALTH PLAN
1340 ARNOLD DRIVE, SUITE 110, MARTINEZ, CALIFORNIA
DALLY SERVICES
1. Clean all restrooms thoroughly each day, including, but not limited to, fixtures,
mirrors, hardware, wash basins, partitions, doors, and tile surfaces.
2. Disinfect all toilets, urinals, and wash basins and mop floors nightly.
3. Inspect supplies in restroom dispensers daily and replace as necessary.
4. Empty and wipe out ash trays with a damp cloth.
5. Empty all trash containers throughout the premises.
6. Clean and disinfect drinking fountains.
7. Vacuum or spot-vacuum carpets as necessary around entry and heavy traffic areas.
Spot-clean carpets periodically as needed.
8. Remove spots and finger marks from glass on entry doors and all interior partitions.
9. Dust counter tops, desk tops, cabinets, tables, low wall partitions, window sills, and
telephones.
10. Sweep uncarpeted floors nightly and spot-mop as needed.
WEEKLY SERVICES
1. Vacuum all carpets thoroughly throughout the premises.
2. Dust building completely.
3. Mop all vinyl floor areas weekly and strip, wax, and buff when necessary.
4. Replace trash container liners as necessary.
TWICE YEARLY
1. Wash windows, window screens, and glass on both sides two times per year in May
and November.
2. Clean all ventilation grills.
Page 44
i.t..I-- Ant in CITEA I f)"AA 7
by COUNTY of its obligations under this Lease, and not as prepayment of
rent.
6. Lease is in full force and effect, neither party is in default of its obligations
under the Lease, and as of the date hereof, COUNTY has no setoffs, claims,
or defenses to the enforcement of the Lease. ,,,
COUNTY: LESS
REALTY INVESTMENT
CONTRA COSTA COUNTY, apolitical =I g,Calif6mia limited partnership
subdivision of the State of California liax: ;i .'a l way Office Center
1` •L•4,
rook Group, Inc. a California
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RECOMMENDED FOR APPROVA
x corp ration, its General Partner
51
By
Michael J. Lango
Director of General.- ervi es
Date
r u, er.:,^.'.•'F,F ''•-i . .''f Y By.
;j•.: .. "- 's' Sharon G. Quintero
'rA Vice President of Leasing & Marketing
':5 y
11,
Cir-Date:
By
Dick R. Awenius
Real Estate Manager
Page a i
t. 111...1..._ Antin CFX1AI n171AW7