Loading...
County of San Bernardino-2004-03REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS OF SAN BERNARDINO COUNTY, CALIFORNIA AND RECORD OF ACTION May 25, 2004 FROM: DAVID H. SLAUGHTER, Director Real Estate Services Department ED KIECZYKOWSKI, County Librarian County Library SUBJECT:LEASE AGREEMENT WITH CITY OF GRAND TERRACE RECOMMENDATION: Approve a five-year lease Agreement No. 04-427, with the City of Grand Terrace (City) for 3,500 square feet of library space for the Library through May 31, 2009 in Grand Terrace in the amount of $77,760. BACKGROUND INFORMATION: On October 3, 1988, the Board approved a five-year lease, No. 88-777, with three two-year options to extend for 3,500 square feet of office and library space located at 22795 Barton Road in the City of Grand Terrace. The original term of the lease was April 1, 1988 through March 31, 1993. In the sixteen years since the lease was originally approved, the Board has approved four amendments, which are summarized below: Amend. No. Approval date Action 1 May 4, 1993 • Exercised the first of three two-year options extending the term to March 31, 1995 2 April 11, 1995 • Exercised the second of three two-year options extending the term to March 31, 1997 3 Sept. 17, 1996 • Exercised the third of three two-year options extending the term to March 31, 1999 4 May 4, 1999 • Extended the term two years to March 31, 2001 Prior to the expiration date of the original lease, Real Estate Services Department (RESD) attempted to negotiate an extension, but numerous personnel changes at the City prevented the negotiation process from being finalized. The lease went into holdover on March 31, 2001. During the holdover period, RESD continued to negotiate with the City and the Library continued to pay 20% of maintenance and utility costs, which was the only payments due to the City as stipulated in the original agreement. On September 29, 2003 RESD and the Library were finally able to meet with City officials and an agreement was reached with respect to the monthly rent and lease term. Because several provisions of the lease needed to be updated and because the lease had been in holdover for two and half years, it was further agreed that a new agreement should be prepared. A new lease document was submitted to the City and following extended negotiations was approved and executed by the City Manager. The new lease commences June 1, 2004 and provides for a monthly rent of $1,220, which will be increased annually by three percent. In the original lease agreement the County paid a prorata share of maintenance and utility costs, which the City will now pay entirely. The County will continue to provide for janitorial services. This lease is exempt from the provisions of County Policy 08-02- 01 regarding the leasing of privately owned real estate for County use because it is owned by a city. Page 1 of 2 cc: RES- Slaughter w/ agreement Contractor w/ agreement clo RES IDS w/ agreement Auditor w/ agreement Risk Management Library- Kieczykowski County Counsel- Hinesley Library- Erickson CAO — Kopp CAO- Forster ISG- Weinstein ED/PSG- Kanold File w/ agreement rm Record of Action of the Board of Supervisors Agreement No. 04-427 APPROVE T CALENDAR) VISORS ARDINO MOTION -1 ti .5 AYE tp, 4 RD --- DATED: May ***4*P1V J. RENA BY SECOND 5 ITEM 042 County of San Bernardino F A S CONTRACT TRANSMITTAL Preserf to BOS for Sign ure *d Department Head Date 5--(4 FOR COUNTY USE ONLY X New Change Cancel Vendor Code SC Dept. A ,• CoatractN9.lber County Department Dept. Orgn. Real Estate Services Department Contractors License No. County Department Contract Representative Telephone David H. Slaughter, Director 387-7813 Total Contract Amount Contract Type Revenue q Encumbered q Unencumbered q Other: If not encumbered or revenue contract type, provide reason: Commodity Code Contract Start Date Contract End Date Original Amount Amendment Amount Fund AAA Dept. RNT Organization RNT Appr. 200 Obj/Rev Source 2905 i GRC/PROJ/JOB No. 60N31937 Amount Fund Dept. Organization Appr. Obj/Rev Source GRC/PROJ/JOB No. Amount Fund Dept. Organization Appr. Obj/Rev Source GRC/PROJ/JOB No. Amount Project Name GRAND TERRACE - Library Estimated Payment Total by Fiscal Year FY Amount I/D FY Amount I/D 22795 Barton Road Contract type 2(d) CONTRACTOR City of Grand Terrace Federal ID No. or Social Security No. Contractor's Representative Steve Berry Address 22795 Barton Road, Grand Terrace, CA 92313-5295 Phone (909) 430-2226 (909) 783-7629 (fax) Nature of Contract: This Lease Contract is for a period of five (5) years with three (3) two-year options to extend with Leased premises consisting of 3,500 gross square feet. Monthly rent is $1,220.00. LANDLORD shall provide all exterior maintenance to include grounds, parking lot maintenance and exterior lighting. LANDLORD to pay all utilities including electrical, gas, water, sewer, trash, and fire alarm service. COUNTY to provide for janitorial services and its own telephone service. (Attach this transmittal to all contracts not prepared on the "Standard Contract" form.) Approved as to Legal Form (sign in blue ink) Reviewed as to Contract Compliance • SEE SIGNATURE PAGE County Counsel Date Date Auditor/Controller-Recorder Use Onl y Contract Database © FAS Input Date Keyed By COUNTY OF SAN BERNARDINO LEASE AGREEMENT LANDLORD: CITY OF GRAND TERRACE 22795 Barton Road Grand Terrace, CA 92313-5295 COUNTY: COUNTY OF SAN BERNARDINO Internal Services Group Real Estate Services Department 825 East Third Street San Bernardino, CA 92415-0832 PREMISES: 22795 Barton Road Grand Terrace, CA TERM OF LEASE: Five (5) years with three (3) two-year options COMMENCEMENT DATE OF LEASE: June 1, 2004 COST PER SQUARE FOOT: $.35 modified gross COUNTY CONTRACT NUMBER: REV: 04/03/02 (110568.10) TYPED: 02/04/04 TABLE OF CONTENTS PARAGRAPH CAPTION PAGE 1 PARTIES 1 2 PREMISES LEASED 1 3 TERM 1 4 RENT 1 5 OPTION TO EXTEND TERM 1 6 RETURN OF PREMISES 1 7 HOLDING OVER 1 8 TAXES 1 9 USE 1 10 HEALTH, SAFETY & FIRE CODE REQUIREMENTS 1 11 SIGNS 2 12 MAINTENANCE 2 13 ALTERATIONS 3 14 FIXTURES 3 15 UTILITIES 3 16 HOLD HARMLESS 3 17 INSURANCE 4 18 DESTRUCTION OF PREMISES 6 19 LANDLORD'S DEFAULT 7 20 COUNTY'S REMEDIES ON LANDLORD'S DEFAULT 7 21 COUNTY'S DEFAULT 7 22 LANDLORD'S REMEDIES ON COUNTY'S DEFAULT 7 23 LANDLORD'S ACCESS TO PREMISES 8 24 NOTICES 9 25 INCORPORATION OF PRIOR AGREEMENT 9 26 WAIVERS 10 27 AMENDMENTS 10 28 SUCCESSORS 10 29 SEVERABILITY 10 30 TIME OF ESSENCE 10 31 QUIET ENJOYMENT 10 32 PROVISIONS ARE COVENANTS & CONDITIONS 10 33 CONSENT 10 34 EXHIBITS 10 35 LAW 10 36 VENUE 10 37 ATTORNEYS' FEES AND COSTS 11 38 JURY TRIAL WAIVER 11 39 COUNTY'S RIGHT TO TERMINATE LEASE 11 40 CAPTIONS, TABLE OF CONTENTS & COVER PAGE 11 41 SURVIVAL 11 42 FORMER COUNTY OFFICIALS 11 43 BROKER'S COMMISSIONS 12 44 HAZARDOUS SUBSTANCES 12 Table of Contents Page -2- 45 PUBLIC RECORDS DISCLOSURE 13 46 CONDITION OF PREMISES 13 47 CONDEMNATION 13 48 INTERPRETATIONS 14 49 AUTHORIZED SIGNATORS 15 Exhibit "A", Premises Specifications Exhibit "B", List of Former County Officials 2 LEASE AGREEMENT 1. PARTIES: This lease ("Lease") is made between the City of Grand Terrace ("LANDLORD"), and the County of San Bernardino ("COUNTY"), who agree as follows: 2. PREMISES LEASED: LANDLORD leases to COUNTY and COUNTY leases from LANDLORD 3,500 square feet of building, real property, and other improvements located at 22795 Barton Road, Grand Terrace, California ("Premises"), as described in Exhibit "A", Premises Specifications. 3. TERM: The Lease's initial term ("Initial Term") shall commence on June 1, 2004 ("Commencement Date") and end on May 31, 2009 ("Ending Date"). 4. RENT: a.COUNTY shall pay to LANDLORD monthly rental payments in arrears on the last day of each month, commencing when the term commences and continuing during the term: June 1, 2004 thru May 31, 2005 — monthly payments of $1,220.00 June 1, 2005 thru May 31, 2006 — monthly payments of $1,257.00 June 1, 2006 thru May 31, 2007 — monthly payments of $1,295.00 June 1, 2007 thru May 31, 2008 — monthly payments of $1,334.00 June 1, 2008 thru May 31, 2009 — monthly payments of $1,374.00 b.Rent for any partial month shall be prorated based on the actual number of days of the month. All rent shall be paid to LANDLORD at the address to which notices to LANDLORD are given. c.If the COUNTY has accepted the Premises as Substantially Completed with minor corrections and/or additions remaining to be completed, only eighty percent (80%) of the monthly rental will be paid to LANDLORD, and the remaining twenty percent (20%) of the monthly rental will accrue from the Commencement Date of this Lease but will not be paid to LANDLORD until all such minor corrections and/or additions have been completed and accepted by COUNTY. If the COUNTY withholds monthly rental payments under this subparagraph, the COUNTY will not be in default and no interest or service charges will be added to the amounts due LANDLORD upon completion of the minor corrections and/or additions. The minor corrections and/or additions remaining to be completed are subject to subparagraph 13b, MAINTENANCE. 5. OPTION TO EXTEND TERM: LANDLORD gives COUNTY the option to extend the term of the Lease on the same provisions and conditions, except for the monthly rent, for three (3) two-year periods ("extended terms") following expiration of the initial term, by COUNTY giving notice of its intention to exercise the option to LANDLORD prior to the expiration of the preceding term or during any holding over pursuant to Paragraph 7, HOLDING OVER. The rent for each extended term shall be adjusted by good faith negotiation of the parties to the fair market rental rate then prevailing based upon the rental rates of comparable leased property in San Bernardino County. 1 6.RETURN OF PREMISES: The COUNTY agrees that it will, upon any termination of this Lease, return the Premises in as good condition and repair as the Premises now are or shall hereafter be put; reasonable wear and tear excepted. 7.HOLDING OVER: In the event the COUNTY shall hold over and continue to occupy the Premises with the consent of the LANDLORD, expressed or implied, the tenancy shall be deemed to be a tenancy from month-to-month upon the same terms and conditions, including rent, as existed and prevailed at the time of the expiration of the term of this Lease. 8.TAXES: LANDLORD shall pay all real property taxes, and general and special assessments levied and assessed against the Premises. 9.USE: COUNTY shall occupy and use the Premises during the term hereof for the purposes of COUNTY business. 10.HEALTH, SAFETY AND FIRE CODE REQUIREMENTS: As a condition precedent to the existence of this Lease, COUNTY, at its sole expense will ensure the Premises used by COUNTY meet the applicable requirements of the Health, Safety, Fire and Building Codes for public and governmental buildings, including any requirements for a notice of completion, certificate of occupancy and the Americans with Disabilities Act ("ADA"). Additionally, to the best of LANDLORD's knowledge, LANDLORD's improvements on or in the Premises which have been constructed or installed by LANDLORD or with LANDLORD's consent or at LANDLORD's direction shall comply with all applicable covenants or restrictions of record and applicable building codes, regulations and ordinances in effect on the Commencement Date. LANDLORD also warrants to COUNTY that LANDLORD has no knowledge of any claim having been made by any governmental agency that a violation or violations of applicable building codes, regulations, or ordinances exist with regard to the Premises as of the Commencement Date. 11.SIGNS: COUNTY will display from the windows and/or marquee of the Premises only such sign or signs as are not prohibited by law. 12.MAINTENANCE: a. Except as specifically provided in subparagraph 12c, below, LANDLORD at its cost shall perform such inspections, maintenance and repairs as are necessary to ensure that all portions of the Premises, including but not limited to the following, are at all times in good repair and safe condition: (1)The structural parts of the building and other improvements that are a part of the Premises, which structural parts include the foundations, bearing and exterior walls (including glass and doors), subflooring, and roof; and, (2)The electrical, plumbing, and sewage systems, including, without limitation, those portions of the systems owned or controlled by LANDLORD lying outside the Premises; and, 2 (3)Window frames, gutters, and downspouts on the building and other improvements that are a part of the Premises; and, (4)Heating, ventilation and air conditioning (HVAC) systems servicing the Premises (additionally, air-conditioning and heating filters are to be changed quarterly); and, (5)The grounds, including all parking areas and outside lighting, grass, trees, shrubbery and other flora; and, (6)The fire suppression equipment attached to the Premises (except the servicing of fire extinguishers); and, b.Without in any way affecting LANDLORD's duty to inspect, maintain and repair the Premises and regardless of whether any specific notice of need for maintenance or repair is provided to LANDLORD by the COUNTY, the COUNTY may request specific maintenance or repairs specified in Paragraph 12.a. Any such request may be made orally, by telephone or otherwise. If, (a) COUNTY gives notice to LANDLORD of a condition requiring maintenance or repairs, and LANDLORD does not commence the performance of its maintenance or repair obligations within thirty (30) days of receiving such notice, or does not diligently prosecute its obligations to completion thereafter, or (b) in the case of an emergency, whether or not COUNTY has given notice to LANDLORD, LANDLORD does not immediately perform its obligations, COUNTY can perform the obligations and have the right to be reimbursed for the sum COUNTY actually and reasonably expends (including charges for COUNTY employees and equipment) in the performance of LANDLORD's obligations. The sum expended by COUNTY shall be due from LANDLORD to COUNTY within five (5) days of notice of such sum, and if paid at a later date shall bear interest at the maximum rate the COUNTY is permitted by law to charge from the date the sum was paid by COUNTY until COUNTY is reimbursed by LANDLORD. If LANDLORD fails to reimburse COUNTY as required by this paragraph, COUNTY shall have the right to withhold from future rent due the sum COUNTY has paid until COUNTY is reimbursed in full for the sum and interest on it. The remedies set forth in this paragraph are in addition to and do not in any manner limit other remedies set forth in particular paragraphs of this Lease. COUNTY shall forward to LANDLORD receipts and/or documentation supporting the amount withheld. c.COUNTY, at its cost, shall service the fire extinguishers, provide janitorial services, and keep the interior of the Premises in a clean and orderly condition, reasonable wear and tear excluded. d.In the event LANDLORD determines a need for major maintenance or capital improvements to the Premises, COUNTY's contribution, if any, is to be negotiated on a case-by- case basis. 13. ALTERATIONS: COUNTY shall not make any structural or exterior improvements or alterations to the Premises without LANDLORD's consent. Any such alterations shall remain on and be surrendered with the Premises on expiration or termination of the Lease. 3 14. FIXTURES: COUNTY shall have the right during the term(s) of this Lease to install shelving and fixtures, and make interior, non-structural improvements or alterations in the Premises. Such shelving, fixtures, improvements, and alterations shall remain the property of the COUNTY and may be removed by the COUNTY during the term(s) of this Lease or within a reasonable time thereafter, provided that the COUNTY restores the Premises to the condition as it existed at the commencement of this Lease, reasonable wear and tear excluded, or the COUNTY in its sole discretion may elect to surrender all or any part of such shelving, fixture, improvements and alterations to the LANDLORD, in which case COUNTY shall have no duty to restore the Premises. Any such election to surrender must be in writing, but need not be accepted by LANDLORD to be effective. 15. UTILITIES: LANDLORD shall furnish to the Premises and pay all service charges and related taxes for electric, gas, water, sewer, trash, fire alarm service and all other utilities for the Premises and the building housing the Premises. COUNTY shall furnish and pay for its vending machines and its own telephone service including pay telephones. 16. HOLD HARMLESS: a.The LANDLORD agrees to indemnify and hold harmless the COUNTY and its officers, employees, agents and volunteers from any and all claims, actions, losses, damages, and/or liability arising out of LANDLORD's obligations under this Lease. The LANDLORD's indemnification obligation shall survive the COUNTY's tenancy. The insurance provisions in Paragraph 17, INSURANCE, shall not be interpreted in a manner that limits the indemnification obligation. b.The COUNTY agrees to indemnify and hold harmless the LANDLORD and its officers, employees, agents and volunteers from any and all claims, actions, losses, damages, and/or liability arising out of COUNTY's obligations under this Lease. The COUNTY's indemnification obligation shall survive the COUNTY's tenancy. The insurance provisions in Paragraph 17, INSURANCE, shall not be interpreted in a manner that limits the indemnification obligation. c.In the event the COUNTY and/or the LANDLORD is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under this Lease, the COUNTY and/or LANDLORD shall indemnify the other to the extent of its comparative fault. d.Furthermore, if the COUNTY or LANDLORD attempts to seek recovery from the other for Workers Compensation benefits paid to an employee, the COUNTY and LANDLORD agree that any alleged negligence of the employee shall not be construed against the employer of that employee. 17. INSURANCE: a. COUNTY is a public entity and is self-insured. 4 b. Without in any way affecting the indemnity herein provided and in addition thereto, the LANDLORD shall secure and maintain throughout the Lease the following types of insurance with limits as shown. LANDLORD may meet its insurance requirements through a State approved self-insurance program: (1)Workers' Compensation: A program of Workers' Compensation insurance or a state-approved Self-Insurance Program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer's Liability with Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) limits, covering all persons providing services on behalf of the LANDLORD and all risks to such persons under this agreement. (2)Comprehensive General and Automobile Liability Insurance: This coverage to include contractual coverage and automobile liability coverage for owned, hired and non-owned vehicles. The policy shall have combined single limits for bodily injury and property damage of not less than One Million and 00/100 Dollars ($1,000,000.00). (3)Fire Insurance: Standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements to the extent of at least sixty percent (60%) of the full replacement value of the Premises. c. Additional Named Insured: All policies, except for Workers' Compensation, shall contain additional endorsements naming the COUNTY and its officers, employees, agents and volunteers as additional named insured with respect to liabilities arising out of this agreement. d. Waiver of Subrogation Rights: LANDLORD shall require the carriers of the above required coverages to waive all rights of subrogation against the COUNTY, its officers, employees, agents, volunteers, contractors and subcontractors. e. Policies Primary and Non-Contributory: All policies required above are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by the COUNTY. f. Proof of Coverage: LANDLORD shall immediately furnish certificates of insurance to COUNTY, evidencing the insurance coverage, including endorsements, above required prior to occupying the Premises and the commencement of performance of services hereunder, which certificates shall provide that such insurance shall not be terminated or expire without thirty (30) days written notice to the COUNTY, and LANDLORD shall maintain such insurance from the time of occupancy and commencement of performance of services hereunder until the completion of such occupancy. Within sixty (60) days of the commencement of this agreement, the LANDLORD shall furnish certified copies of the policies and all endorsements. g. Insurance Review: The above insurance requirements are subject to periodic review by the COUNTY. The COUNTY's Risk Manager is authorized, but not required, to reduce or waive any of the above insurance requirements 'whenever the Risk Manager determines that any of the above insurance is not available, is unreasonably priced, or is not needed to protect the interests of the COUNTY. In addition, if the Risk Manager determines that 5 heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits become reasonably priced or available, the Risk Manager is authorized, but not required, to change the above insurance requirements to require additional types of insurance coverage or higher coverage limits, provided that any such change is reasonable in light of past claims against the COUNTY, inflation, or any other item reasonably related to the COUNTY's risk. Any such reduction or waiver for the entire term of the agreement and any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment to this agreement. LANDLORD agrees to execute any such amendment within thirty (30) days of receipt. h.Failure to Have Insurance: In the event COUNTY receives a notice of cancellation concerning any of the required policies, or should LANDLORD fail to have in effect the required coverage at any time during this Lease, COUNTY may give notice to LANDLORD to immediately suspend all LANDLORD activities on the Premises and/or notice to reinstate or acquire the affected coverage. Should LANDLORD fail to reinstate or acquire the affected coverage within ten (10) days of COUNTY's notice to reinstate or acquire such coverage, COUNTY, in its sole discretion, may either; (a) terminate this Lease immediately upon written notice to LANDLORD, or, (b) reinstate or acquire the affected coverage, in which case LANDLORD shall reimburse COUNTY for the sum paid to reinstate or acquire the coverage. The sum paid by COUNTY shall be due from LANDLORD to COUNTY within five (5) days of notice of such sum, and if paid at a later date shall bear interest at the maximum rate the COUNTY is permitted by law to charge from the date the sum was paid by COUNTY until COUNTY is reimbursed by LANDLORD. If LANDLORD fails to reimburse COUNTY as required by this paragraph, COUNTY shall have the right to withhold from future rent due the sum COUNTY has paid until COUNTY is reimbursed in full for the sum and interest on it. The remedies set forth in this paragraph are in addition to and do not in any manner limit other remedies set forth in particular paragraphs of this Lease. COUNTY shall forward to LANDLORD receipts and/or documentation supporting the amount withheld. i.COUNTY shall have no liability for any premiums charged for such coverage(s). The inclusion of COUNTY as additional named insured is not intended to and shall not make it a partner or joint venturer with LANDLORD. 18. DESTRUCTION OF PREMISES: a.During the term of this Lease, if any casualty renders a portion of the Premises unusable for the purpose intended, then LANDLORD shall, at LANDLORD's expense, restore the Premises and repair any damages caused by such casualty as soon as reasonably possible and this Lease shall continue in full force and effect. However, in the event LANDLORD determines it is not reasonably possible to rebuild the Premises, the LANDLORD may make the decision to not rebuild the Premises and the lease will terminate. b.In the event there is a destruction of a portion of the Premises as set out in subparagraph a above, there shall be an abatement or reduction of the rent between the date of destruction and the date of completion of restoration or the date of termination of this Lease, whichever comes first. The abatement or reduction of the rent shall be in proportion to the degree to which COUNTY's use of the Premises is impaired. 6 c.In the event there is a destruction of a portion of the Premises as set out in subparagraph a, above, and the Lease is not terminated because of such destruction, LANDLORD agrees to use any and all insurance proceeds received for said destruction in the restoration of the Premises. d.In the event LANDLORD is required to restore the Premises as provided in this paragraph, LANDLORD shall restore, at LANDLORD's expense, any structural or exterior improvements or alterations to the Premises made by COUNTY pursuant to Paragraph 13, ALTERATIONS, of this Lease, but shall not be responsible for restoring any shelving, fixtures, or interior nonstructural improvements or alteration made by the COUNTY pursuant to Paragraph 14, FIXTURES, of this Lease. e.It is the purpose and intent of this paragraph to determine who shall bear the initial responsibility for restoration of the Premises in the event of any such destruction and not to determine the party ultimately responsible for the costs of such restoration. 19.LANDLORD'S DEFAULT: Except where another time limit is specifically provided, LANDLORD shall be in default of this Lease if LAND LORD fails or refuses to perform any material provisions of this Lease and such failure or refusal to perform is not cured within thirty (30) days following LANDLORD's receipt of written notice of default from COUNTY. If the default cannot reasonably be cured within thirty (30) days, LANDLORD shall not be in default of this Lease if LANDLORD commences to cure the default within the thirty (30) day period and diligently and in good faith continues to cure the default. 20.COUNTY'S REMEDIES ON LANDLORD'S DEFAULT: COUNTY, at anytime after LANDLORD is in default, can terminate this Lease immediately upon written notice to LANDLORD or can cure the default at LANDLORD's cost. If COUNTY at any time, by reason of LANDLORD's default, pays any sum or does any act that requires the payment of any sum (including charges for COUNTY's employees and equipment), the sum paid by COUNTY shall be due from LANDLORD to COUNTY within thirty (30) days of notice of such sum, and if paid at a later date shall bear interest at the maximum rate the COUNTY is permitted by law to charge from the date the sum was paid by COUNTY until COUNTY is reimbursed by LANDLORD. If LANDLORD fails to reimburse COUNTY as required by this paragraph, COUNTY shall have the right to withhold from future rent due the sum COUNTY has paid until COUNTY is reimbursed in full for the sum and interest on it. The remedies set forth in this paragraph are in addition to and do not in any manner limit other remedies set forth in particular paragraphs of this Lease. 21.COUNTY'S DEFAULT: The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by COUNTY: a.The vacating for more than thirty (30) consecutive days or abandonment of the Premises by COUNTY. b.The failure by COUNTY to perform any material provisions of this Lease to be performed by COUNTY, including the payment of rent, where such failure shall continue for a 7 period of thirty (30) days after notice by LANDLORD to COUNTY; provided, however, that if the nature of COUNTY's default is such that more than thirty (30) days are reasonably required for its cure, then COUNTY shall not be deemed to be in default if COUNTY commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. The purpose of this notice requirement is to extend the notice requirements of the unlawful detainer statutes of California. 22. LANDLORD'S REMEDIES ON COUNTY'S DEFAULT: a. In the event of any default by COUNTY, which is not cured by COUNTY, LANDLORD may, at its election, terminate this Lease by giving COUNTY thirty (30) days notice of termination. The purpose of this notice requirement is to extend the notice requirement of the unlawful detainer statutes of California. On termination of the Lease for default pursuant to this paragraph, LANDLORD shall have the right to recover from COUNTY only the following amounts for any and all damages, which may be the direct or indirect result of such default: (1)The worth, at the time of the award, of the unpaid rent that has been earned at the time of termination of this Lease; and, (2)The worth, at the time of the award, of the amount by which the unpaid rent that would have been earned after the date of termination of this Lease until the time of award exceeds the amount of the loss of rent that LANDLORD proves could not have been reasonably avoided; and, (3)The worth, at the time of the award, of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of the loss of rent that LANDLORD proves could not have been reasonably avoided; and, (4)Any other amount necessary to compensate LANDLORD for all detriment proximately caused by COUNTY's default which LANDLORD proves could not have been reasonably avoided. (5)"The worth, at the time of the award," as used in subparagraphs a(1) and a(2) of this paragraph, is to be computed by allowing interest at the maximum rate an individual is permitted by law to charge. "The worth, at the time of the award," as referred to in subparagraph a(3) of this paragraph, is to be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent (1%). b. Notwithstanding subparagraph a, above, on any termination of the Lease for default pursuant to this paragraph, the amount LANDLORD shall have the right to recover from COUNTY for any and all damages which may be the direct or indirect result of such default shall not exceed the amount LANDLORD would have been entitled to receive had the COUNTY terminated the Lease under Paragraph 39, COUNTY'S RIGHT TO TERMINATE LEASE. 8 23. LANDLORD'S ACCESS TO PREMISES: LANDLORD and its authorized representatives shall have the right to enter the Premises at all reasonable times for any of the following purposes: a.To determine whether the Premises are in good condition; and, b.To do any necessary maintenance and to make any restoration to the Premises that LANDLORD has the right or obligation to perform; and, c.To serve, post, or keep posted any notices required by law; and, d.To post "for sale" signs at any time during the term, to post "for rent" or "for Lease" signs during the last three (3) months of the term; and, e.To show the Premises to prospective brokers, agents, buyers, tenants, lenders or persons interested in an exchange, at any time during the term. LANDLORD shall conduct its activities on the Premises as allowed in this paragraph in a manner that will cause the least possible inconvenience, annoyance, or disturbance to COUNTY. 24. NOTICES: a.Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other party shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed communicated two (2) COUNTY working days from the time of mailing if mailed as provided in this paragraph. LANDLORD's address: City of Grand Terrace 22795 Barton Road Grand Terrace, CA 92313-5295 COUNTY's address: Internal Services Group Real Estate Services Department 825 East Third Street, Room 207 San Bernardino, CA 92415-0832 b.If, at any time after the COUNTY accepts the Premises, the LANDLORD assigns or transfers a non-controlling interest of its rights in the Premises to a third party, LANDLORD must notify COUNTY of its action at least fifteen (15) COUNTY working days prior to completing any such action. c.If, at any time after the COUNTY accepts the Premises, the LANDLORD assigns or transfers a controlling interest of its rights in the Premises to a third party, LANDLORD must 9 notify COUNTY of its action at least fifteen (15) COUNTY working days prior to completing any such action. The new owner must provide COUNTY with evidence of completion of such action. The parties shall immediately execute an amendment to this Lease stating the change of ownership of the Premises. (1) Within fifteen (15) COUNTY working days of completing any action which affects a change in the ownership of the Premises, the new owner must provide COUNTY evidence of obtaining insurance in compliance with Paragraph 17, INSURANCE. 25.INCORPORATION OF PRIOR AGREEMENT: This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. 26.WAIVERS: No waiver by either party of any provisions of this Lease shall be deemed to be a waiver of any other provision hereof or of any subsequent breach by either party of the same or any other provisions. 27.AMENDMENTS: No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successor in interest, expressing by its terms an intention to modify this Lease. 28.SUCCESSORS: This Lease shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto. 29.SEVERABILITY: If any word, phrase, clause, sentence, paragraph, section, article, part or portion of this Lease is or shall be invalid for any reason, the same shall be deemed severable from the remainder hereof and shall in no way affect or impair the validity of this Lease or any other portion thereof. 30.TIME OF ESSENCE: Time is of the essence of each provision of this Lease which specifies a time within which performance is to occur. In the absence of any specific time for performance, performance may be made within a reasonable time. 31.QUIET ENJOYMENT: Subject to the provisions of this Lease and conditioned upon performance of all the provisions to be performed by COUNTY hereunder, LANDLORD shall secure to COUNTY during the Lease term the quiet and peaceful possession of the Premises and all right and privilege appertaining thereto. 32.PROVISIONS ARE COVENANTS AND CONDITIONS: All provisions, whether covenants or conditions, on the part of either party shall be deemed to be both covenants and conditions. 33.CONSENT: Whenever consent or approval of either party is required that party shall not unreasonably withhold or delay such consent or approval. 10 34.EXHIBITS: All exhibits referred to are attached to this Lease and incorporated by reference. 35.LAW: This Lease shall be construed and interpreted in accordance with the laws of the State of California. 36.VENUE: The parties acknowledge and agree that this Lease was entered into and intended to be performed in San Bernardino County, California. The parties agree that the venue for any action or claim brought by any party to this Lease will be the San Bernardino District, San Bernardino County. Each party hereby waives any law or rule of court which would allow them to request or demand a change of venue. If any action or claim concerning this Lease is brought by any third party, the parties hereto agree to use their best efforts to obtain a change of venue to the San Bernardino District of San Bernardino County. 37.ATTORNEYS' FEES AND COSTS: If any legal action is instituted to enforce or declare any party's rights hereunder, each party, including the prevailing party, must bear its own costs and attorneys' fees. This paragraph shall not apply to those costs and attorneys' fees directly arising from any third party legal action against the COUNTY, including such costs and attorneys' fees payable under Paragraph 16, HOLD HARMLESS, Paragraph 46, PUBLIC RECORDS DISCLOSURE, and Paragraph 45, HAZARDOUS SUBSTANCES. 38.JURY TRIAL WAIVER: LANDLORD and COUNTY hereby waive their respective right to trial by jury and agree to accept trial by judge alone of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by either LANDLORD against COUNTY or COUNTY against LANDLORD on any matter whatsoever arising out of, or in any way connected with, this Lease, the relationship of LANDLORD and COUNTY, COUNTY's use or occupancy of the Premises, or any claim of injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect. 39.RIGHT TO TERMINATE LEASE: The COUNTY and LANDLORD shall have the right to terminate this Lease at any time whenever COUNTY or LANDLORD, in their sole discretion, determine it would be in their best interests to terminate this Lease. Either party shall give the other notice of any termination pursuant to this paragraph at least one hundred eighty (180) days prior to the date of termination. In the event either party terminates this Lease pursuant to this paragraph, the LANDLORD shall have the right to receive from COUNTY only the rent which will have been earned at the date of termination. 40.CAPTIONS, TABLE OF CONTENTS AND COVER PAGE: The paragraph captions, table of contents and the cover page of this Lease shall have no effect on its interpretations. 41.SURVIVAL: The obligations of the parties which, by their nature, continue beyond the term of this Lease, will survive the termination of this Lease. 11 42. FORMER COUNTY OFFICIALS: a.LANDLORD agrees to provide or has already provided information on former COUNTY administrative officials (as defined below) who are employed by or represent LANDLORD. The information provided includes a list of former COUNTY administrative officials who terminated COUNTY employment within the last five years and who are now officers, principals, partners, associates or members of the business. The information also includes the employment with or representation of LANDLORD. For purposes of this provision, "COUNTY administrative official" is defined as a member of the Board of Supervisors or such officer's staff, COUNTY Administrative Officer or member of such officer's staff, COUNTY department or group head, assistant department or group head, or any employee in the Exempt Group, Management Unit or Safety Management Unit. (See Exhibit "B", List of Former County Officials.) b.If during the course of the administration of this lease, the COUNTY determines that the LANDLORD has made a material misstatement or misrepresentation or that materially inaccurate information has been provided to the COUNTY, this lease may be immediately terminated. If this lease is terminated according to this provision, the COUNTY is entitled to pursue any available legal remedies. 43. BROKER'S COMMISSIONS: LANDLORD is solely responsible for the payment of any commissions to any broker who has negotiated or otherwise provided services in connection with this Lease. 44. HAZARDOUS SUBSTANCES: a.LANDLORD hereby represents and warrants that, to the best of LANDLORD's actual knowledge, information and belief: (i) the Premises have not been exposed to Hazardous Substances and are presently free of all Hazardous Substances; (ii) neither the LANDLORD nor any of the other current tenants, if any, on the property of which the Premises forms a part is in violation or subject to an existing, pending or threatened investigation by any governmental authority under any applicable federal, state or local law, regulation, ordinance or other legislation pertaining to air, water, or soil quality or the handling, transportation, storage, treatment, usage or disposal of Hazardous Substances; (iii) any handling, transportation, storage, treatment or use of toxic or Hazardous Substances to date has been in compliance with applicable laws; and (iv) no reportable use has occurred on the Premises to date, and the soil, groundwater and vapor on or under the Premises is free of Hazardous Substances as of the Commencement Date. b.LANDLORD shall indemnify, protect, defend and hold COUNTY, its agents and employees and the Premises, harmless from and against any and all losses and/or damages, liabilities, judgments, costs, claims, expenses, penalties, including attorneys' and consultant's fees, arising out of or involving the existence of any Hazardous Substances located in, about or under the Premises prior to the Commencement Date of this Lease. LANDLORD's obligations under this paragraph shall not include the effects of any contamination or injury to person, property or the environment created or suffered by COUNTY, and the cost of investigation, removal, remediation, restoration and/or abatement thereof, provided that LANDLORD proves 12 the COUNTY created or suffered the contamination or injury to person, property or the environment. LANDLORD's obligations under this provision shall survive the expiration or early termination of this Lease. No termination, cancellation or release agreement entered into by COUNTY and LANDLORD shall release LANDLORD from its obligations under this Lease with regard to Hazardous Substances unless specifically agreed to by COUNTY in writing. c. For the purposes of this paragraph, the following definitions shall apply: (1)"Hazardous Substance," as used in this Lease, shall mean any product, substance or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either (i) potentially injurious to the public health, safety or welfare, the environment or the Premises; (ii) regulated or monitored by any governmental authority; or (iii) a basis for potential liability of LANDLORD or COUNTY under any applicable statute or common law theory. (2)"Reportable use" shall mean (i) the installation or use of any above- or below-ground storage tank; (ii) the generation, possession, storage, use, transportation or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with any governmental authority and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. (3)The term "applicable requirements" shall be deemed to refer to all applicable laws, covenants or restrictions of record, building codes, regulations and ordinances. 45.PUBLIC RECORDS DISCLOSURE: All information received by the COUNTY from the LANDLORD or any source concerning this Lease, including the Lease itself, may be treated by the COUNTY as public information subject to disclosure under the provisions of the California Public Records Act, Government Code Section 6250 et seq. (the "Public Records Act"). LANDLORD understands that although all materials received by the COUNTY in connection with this Lease are intended for the exclusive use of the COUNTY, they are potentially subject to disclosure under the provisions of the Public Records Act. In the event a request for disclosure of any part or all of any information which a LANDLORD has reasonably requested COUNTY to hold in confidence is made to the COUNTY, the COUNTY shall notify the LANDLORD of the request and shall thereafter disclose the requested information unless the LANDLORD, within five (5) days of receiving notice of the disclosure request, requests nondisclosure, provides COUNTY a legally sound basis for the nondisclosure, and agrees to indemnify, defend, and hold the COUNTY harmless in any/all actions brought to require disclosure. LANDLORD waives any and all claims for damages, lost profits, or other injuries of any and all kinds in the event COUNTY fails to notify LANDLORD of any such disclosure request and/or releases any information concerning the contract received from the LANDLORD or any other source. 46.CONDITION OF PREMISES: LANDLORD shall deliver the Premises to COUNTY "As Is". To the best of LANDLORD's knowledge, LANDLORD believes the plumbing, electrical systems, fire sprinkler system, lighting, air conditioning and heating systems and 13 loading doors, if any, in the Premises are in good operating condition on the Commencement Date. 47.CONDEMNATION: If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (all of which are herein called "condemnation"), this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than ten percent (10%) of the floor area of the Premises, or more than twenty-five percent (25%) of the portion of the Common Areas or that portion of the Premises designated for COUNTY's parking, is taken by condemnation, COUNTY may, at COUNTY's option, to be exercised in writing within thirty (30) days after LANDLORD shall have given COUNTY written notice of such taking (or in the absence of such notice, within thirty (30) days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If COUNTY does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in the same proportion as the rentable floor area of the Premises taken bears to the total rentable floor area of the Premises. No reduction of rent shall occur if the condemnation does not apply to any portion of the Premises. COUNTY shall be entitled to receive the following amounts of any award for the taking of all or any part of the Premises under the power of eminent domain or any payment made under threat of the exercise of such power: (a) one hundred percent (100%) of any amount attributable to any excess of the market value of the Premises for the remainder of the Lease Term over the present value as of the Termination Date of the Rent payable for the remainder of the Lease Term (commonly referred to as the "bonus value" of the Lease); and (b) COUNTY shall have the right to make a separate claim in the Condemnation proceeding for: (i) The taking of the amortized or undepreciated value of any trade fixtures or leasehold improvements owned by COUNTY that COUNTY has the right to remove at the end of the Lease term and that COUNTY elects not to remove; (ii) Reasonable removal and relocation costs for any trade fixtures or leasehold improvements that COUNTY has the right to remove and elects to remove (if Condemnor approves of the removal); (iii) Loss of goodwill; (iv) Relocation costs under Government Code section 7262, the claim for which COUNTY may pursue by separate action independent of this Lease; and (v) Any other amount in addition to the foregoing that the COUNTY is allowed under condemnation law. COUNTY shall have the right to negotiate directly with Condemnor for the recovery of the portion of the Award that COUNTY is entitled to under subparagraph (b) of this paragraph. In the event that this Lease is not terminated by reason of such condemnation, LANDLORD shall repair any damage to the Premises caused by such condemnation authority pursuant to Paragraph 12, MAINTENANCE, and Paragraph 18, DESTRUCTION OF PREMISES. 48.INTERPRETATIONS: As this agreement was jointly prepared by both parties, the language in all parts of this agreement shall be construed, in all cases, according to its fair meaning, and not for or against either party hereto. 14 Thomas Schwab MAY 2 5 2004 Date: Title: City Manager airman Dennis ansberger, Board of Supervisors By: J. RENEE Board o rk of the By Approved- te4kfifei **-"Qxxxxigo RONALD D. REITZ, County Counsel San Bernardino County, California Rex A. Hi eputy Date: 232202.02 49. AUTHORIZED SIGNATORS: Both parties to this Lease represent that the signators executing this document are fully authorized to enter into this agreement. END OF LEASE TERMS. COUNTY OF SAN BERNARDINO LANDLORD: CITY OF GRAND TERRACE SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD—„,., Date: 3 11- 6 let 15 Exhibit "A" — Plot Plan .•••••••• stJ &de:- • 2MOCOINKOJ'AILJ/417/2" . • I 1 .. i 11 / ..: --1-1---, I 1 '" • • dir '/f • •••Nss. Cl • V F 0 0 0 5 ••••• •n•••• •n•••n• VI•n••••• n•n•• —• ' . II 48' 11940Zmounwcommumgme 4 I _I. I 14 1 Nol G0 .1Z 1 11 )'1°Z 0 1 L. GI 11 I. r. r EXHIBIT "B" LIST OF FORMER COUNTY 'OFFICIALS INSTRUCTIONS: List the full name of the former COUNTY Administrative Official, the title/description of the Official's last position with the COUNTY, the date the Official terminated COUNTY employment, the Official's current employment and/or representative capacity with the LANDLORD, the date the Official entered LANDLORD's employment and/or representation. OFFICIAL'S NAME: REQUIRED INFORMATION