Alameda County Fire Department

Transcription

1 ._,.._---~ AGENDA # June 2, 2009 Alameda County Fire Department.~--_._.._-_._._._. - Proudly serving the Unincorporated Area ofalameda County and the communities ofsan Leandro. Dublin and the Lawrence Berkeley National Laboratory Sheldon D. Gilbert, Fire Chief ADMINISTRATION 835 E. 14 th Street, Suite 200 San Leandro, CA (510) (510) Fax EMS DIVISION th Avenue San Leandro, CA (510) (510) Fax TRAINING DIVISION th Avenue San Leandro, CA (510) (510) Fax FIRE PREVENTION OFFICES: ALAMEDA COUNTY 224 W. Winton Avenue Hayward, CA (510) (510) Fax CITY OF SAN LEANDRO 835 E. 14 th Street San Leandro, CA (510) (510) Fax CITY OF DUBLIN 100 Civic Plaza Dublin, CA (925) (925) Fax May 14,2009 Honorable Board of Supervisors County of Alameda 1221 Oak Street, Suite 536 Oakland, California Dear Board Members: SUBJECT: APPROVE A 20-YEAR LEASE FOR PROPERTY LOCATED AT 6400 SIERRA COURT, DUBLIN, CALIFORNIA, TO HOUSE A CONSOLIDATED ALAMEDA COUNTY FIRE DEPARTMENT OPERATIONS CENTER, MASTER CONTRACT NO Approve a 20-year lease agreement between the County (Lessee) and 6400 Sierra Court Investors, LLC (Lessor), ofpleasanton, California (principal: Clair Robison, Streamline Properties, 7901 Stoneridge, Ste. 205, Pleasanton, California, 94588) for 63,421 square feet of space at 6400 Sierra Court, Dublin, California, to be used as a new Alameda County Fire Department (ACFD) Operations Center; Master Contract No The term and payment ofrent will begin upon completion oftenant improvements and the County's acceptance ofthe space, which is estimated to be January 1, The term would be January 1, 2010 through December 31, Total rent for six months in FY will be $552,955, and rent in FY will be $1,105,909. DISCUSSION/SUMMARY: The County will lease the property to provide a consolidated base for many of ACFD's functions, including: Administration, currently located in the San Leandro City Hall; Training Offices, currently at three different sites; the Reserve Program, which was at Station 15 within the County Jail in Dublin but which is now temporarily housed in San Leandro; and Apparatus Maintenance, currently at Station 3, th Street, San Leandro. The Apparatus Maintenance facility will have the capability to service up to 16 separate apparatus at the same time. The ACFD Apparatus Maintenance Division currently services and repairs apparatus for the ACFD and its contract jurisdictions which consist ofthe following: Castro Valley, County Fire Patrol Livermore, Eden Consolidated, City ofdublin, Lawrence-Berkeley Lab, Lawrence-Livermore Lab, City of San Leandro, and consolidations are pending with the cities ofnewark and

2 Honorable Board of Supervisors May 14, 2009 Union City. Approximately 165 units are currently serviced. Additional jurisdictions currently serviced: Moraga-Orinda Fire, Albany, Piedmont, El Cerrito, Kensington, and California State Office ofemergency Service. Jurisdictions requesting ACFD services: Contra Costa County units (+/-); San Ramon Valley units (+/-); Pierce Fire Apparatus Warranty work - unknown; and Spartan Fire Apparatus Warranty work - unknown. ACFD will generate income to offset operational overhead for the County by servicing the fire equipment ofother municipalities from this central location. Following is a summary ofthe terms and conditions ofthe lease: Lease Term: Twenty years with two options to extend the term ofthe lease for five years each at 95% ofthe then-market value rate for comparable space. Annual Rent Schedule: $1,105,909 per annum for the first three years with the rent increasing to $1,484,546 per annum for the remaining 17 years for a total 20-year rent cost of $28,385,009. Services: Full-service lease including all costs associated with running and managing the facility. The landlord will pay all initial costs and the County will be responsible for overages to the base years as follows: Utilities: The landlord will pay up to $90,654 per year. County will pay any increase over that amount. Taxes: The landlord will pay a budgeted amount of $61,500 per year, and the County will pay any overage. Other Direct Expenses: Landlord will pay for all other Direct Expenses for Years 1 through 5. Starting in year 6, County will pay any overage to the fifth year's expenses in an amount not to exceed a 10% cap for Years 6-10, and another potential 10% increase cap for Years 11-15, and for Years Tenant Improvements and Alterations: The Landlord is responsible for completing all Tenant Improvements and construction, the cost ofwhich is included in the rent. All work shall be subject to review and approval by the County prior to the start ofany ofthe work as stated in the Lease Agreement. Credits to County: Free Rent: The County shall receive four months of free rent at the rate of$122, per month: one free month's rent each in year 5, year 10, year 15 and year 20 for a total of$491, offree rent. Commission: The County will receive a credit of$200,000 as its share of brokers' fees for this transaction. SELECTION CRITERA AND PROCESS: A Requestfor Proposal was issued by the General Services Agency's Real Property Management office on March 3, 2008 to more than 100 local brokers, but no responses were received A secondrfp was issued on April 14, 2008, which broadened the geographic boundaries in which

3 Honorable Board of Supervisors May 14, 2009 a suitable site might be located Five responses were received, but after a review ofthose responses, the scope ofrequirements was changed A third RFP was issued July 17, 2008, from which four responses were received. Two ofthem met the ACFD's criteria, and the lowest bid was selected The winning bid wasfor $28,385,009, ($1.86 per square foot) and the second place bidwasfor $38,484,515, ($2.53 per square foot). The difference between the two bids was $0.67 per square foot per monthfor the term ofthe lease, resulting in a savings of$10,099,506 over the term ofthe 20-year lease. FINANCING: The estimated ISF charges to ACFD in FY are $661,310. This includes the base lease costs, surcharge and non-labor overhead. ACFD will need to increase its Building Maintenance Department (BMD) ISF budget in FY so it can pay for this new lease, and BMD's ISF budget will be increased at the same time. This budget adjustment will happen at a later Board action, once the move-in date has been detennined. Respectfully submitted: ~()~ Sheldon D. Gilbert Fire Chief, Alameda County Fire Department. Nakao lrector, General Services Agency AKN/JH:rlp I:\BOARD LETTERS\REAL PROPERTY\LETTERS\ACFD DOC Attachments cc: Susan S. Muranishi, County Administrator Patrick J. O'Connell, Auditor-Controller Richard E. Winnie, County Counsel

4 COUNTY OF ALAMEDA ORIGINAL FIRE DEPARTMENT OPERATIONS CENTER - FULL SERVICE LEASE SUMMARY THIS LEASE, is made and entered into as of the Lease Execution Date (hereinafter defined), by and between 6400 SIERRA COURT INVESTORS, LLC, a California limited liability company, ("Lessor"), whose address is: c/o Streamline, 7901 Stoneridge Drive, Suite 205, Pleasanton, California 94588, and whose interest in the property is that of the owner, and the COUNTY OF ALAMEDA, a public entity, acting by and through its Board of Supervisors, ("County") who agree as follows: BASIC LEASE PROVISIONS PART ONE The basic provisions of this Lease are: 1. Lease Execution Date: The "Lease Execution Date" is the date that: (i) Lessor and County have mutually executed and delivered this Lease; (ii) the County's Board of Supervisors has approved this Lease, subject to Section 2 of Part Two of this Lease and (iii) the County has provided final approval ofthe Construction Plans (hereinafter defined). 2. A. Lessor's Name: 6400 Sierra Court Investors, LLC. B. Lessor's Business Entity: California limited liability company 3. Lessor's Tax Identification Number: County: County ofalameda Agency: Alameda County Fire Department 5. Premises: Approximately Sixty Three Thousand Two Hundred Forty One (63,241) rentable square feet of space located in that certain building at: 6400 Sierra Court, Dublin, CA, which consists of a total of Two Hundred Five Thousand Nine Hundred Fourteen (205,914) square feet ("Project") together with one hundred and fifty (150) total parking spaces with sixty seven (67) of those parking spaces being reserved for the County's specific use, in the location depicted on Exhibit F attached hereto and the remainder being unreserved. The Premises is located on Assessor's Parcel Number , as shown in attached Exhibit A attached hereto. 6. Term: A. Duration ofinitial Term: Twenty (20) years, subject to extension pursuant to Section 2, D of Part 2 (Two) ofthis Lease. 1

5 7. Rent: B. Commencement Date oftenn: The "Commencement Date" shall be the first business day following Substantial Completion oflessor's Work as provided in Section 4 of Part Two of this Lease. C. Options to Extend: Two options for five 5 years under each option, subject to Section 2D of Part Two of this Lease. D. Extension Tenn Rent: Ninety five percent (95%) of the then Fair Market Value (FMV), subject Section 2, D of Part Two of this Lease. A. Years 1 through 3 oftenn at: $92, per month. Years 4 through 20 of tenn at: $122, per month (except that the Full Service Monthly Gross Rent for months; 60, 120, 180 and 240 shall be abated). Thus, County shall not pay Full Service Monthly Gross Rent for months 60,120, 180,240. The rent for years 1 through 20 of the Tenn (and the Extension Tenn, if so extended) shall be collectively referred to as the "Full Service Monthly Gross Rent" B. The amounts payable by Lessee pursuant to Part Two, Section 5 shall be defined as "Additional Rent". 8. Pennitted Use: Office, Administrative, Training, Equipment Maintenance, Warehouse Storage and all related uses for the County. 9. Lessor's Contact and Address for Notices: c/o 6400 Sierra Court Investors, LLC, Streamline, 7901 Stoneridge, Suite 205, Pleasanton, CA Telephone: Fax: Attn: 6400 Sierra Court Property Manager 10. County's Contact and Address for Notices: Real Property Manager Alameda County - General Services Agency 1401 Lakeside Drive, 6 th Floor, Oakland, CA Moving: Lessor shall, at its sole cost, move the County's equipment pursuant to Exhibit C-5 from 2

6 its current premises to the Premises in advance ofthe Commencement Date. 12. Definitions: "Real Property" means the Building, the areas servicing the Building (including any adjacent parking structure and parking area) and the land on which the Building and those areas are located (as shown on the site plan attached to this Lease in Exhibit A). "Building" refers to the building in which the Premises are located, as described in Paragraph 5 of the Basic Lease Provisions. "County's Percentage" shall mean that portion, (63,241 square feet) ofthe Building divided by the total rentable square footage of the Building which result is the following: %. 13. Brokers Commissions: As County has represented itselfin connection with this Lease, Lessor shall pay County a broker's commission in the amount of Two Hundred Thousand and No/lOO Dollars ($200,000.00) as follows: one-half of the commission shall be paid thirty (30) days after the latest to occur of: (i) issuance ofthe CUP; (ii) the approval by the County's Board ofsupervisors ofthis Lease; and (iii) the final approval ofthe Construction Plans by the County. The remainder shall be paid thirty (30) days after the latest to occur of: (i) County accepting possession ofthe Premises; and (ii) County having paid the first Full Service Monthly Gross Rent payment due. 14. Exhibits and Other Attachments: The following exhibits and other attachments are attached to this Lease and made a part ofthis Lease for all purposes. Exhibit A: Site Plan of Premises Exhibit B: Construction Plans (to be deemed attached when approved by County) Exhibit C: Work Letter/TI Specifications Exhibit C-l Space Plan Exhibit C-2 List of Equipment to be supplied by Lessor Exhibit C-3 List of Equipment supplied by Lessor - County to Reimburse Lessor Exhibit C-4 Building Standard Materials Exhibit C-5 County Equipment to be moved by Lessor Exhibit D: Commencement of Lease Term Memorandum 3

7 Exhibit E: Parking Yard Exhibit F: Location ofreserved Parking Spaces Exhibit G: Janitorial Specifications Each reference in this Lease to any provision in the Basic Lease Provisions shall be construed to incorporate all of the tenns provided under such Basic Lease Provisions. In the event of any conflict between a provision in the Basic Lease Provisions and a provision in the balance of the Lease, the latter shall control. 4

8 FIRE DEPARTMENT OPERATIONS CENTER - FULL SERVICE OFFICE LEASE TABLE OF CONTENTS 1. PREMISES 8 2. TERM 8 3. RENT DELIVERY AND ACCEPTANCE DATE OPERATING COSTS AND SERVICES HOLDOVER AFTER HOURS USAGE MAINTENANCE AND REPAIRS FAILURE IN PERFORMANCE LESSOR'S RIGHT OF ENTRy: COUNTY'S RIGHT OF ENTRY ALTERATIONS COMPLIANCE WITH APPLICABLE LAW ASSIGNMENT OF CLAIMS HOLD HARMLESS: INDElVINIFY INSURANCE: WAIVER OF SUBROGATION SELF-INSURANCE BY COUNTY DAMAGE OR DESTRUCTION SUBORDINATION, NONDISTURBANCE AND ATTORNMENT HAZARDOUS SUBSTANCES MUTUALITY OF OBLIGATION FORCE MAJEURE COUNTY DEFAULT COUNTY'S RIGIlT TO CURE DEFAULT LESSOR REMEDIES UPON COUNTY DEFAULT LESSOR DEFAULT ; 25 5

9 27 CONDEMNATION _ SUCCESSORS BOUND SEVERABILITY GOVERNING LAW AND VENUE NO WAIVER HEADINGS STATEMENT OF LEASE TIME OF PERFORMANCE ; INTEGRATED AGREEMENT PARKING yard FIRE TRUCKS PERIODIC IMPROVEMENTS.30 EXHIBIT A - SITE PLAN OF PREMISES EXHIBIT B - CONSTRUCTION PLANS (TO BE DEEMED ATTACHED WHEN APPROVED BY COUNTy) EXHIBIT C - WORK LETTERffI SPECIFICATIONS EXHIBIT C-l-SPACE PLAN EXHIBIT C-2 - LIST OF EQUIPMENT TO BE SUPPLIED BY LESSOR EXHIBIT C-3 - LIST OF EQUIPMENT TO BE SUPPLIED BY LESSOR COUNTY TO REIMBURSE LESSOR EXHIBIT C-4 - BUILDING STANDARD MATERIALS EXHIBIT C-5 - COUNTY EQUIPMENT TO BE MOVED BY LESSOR EXHIBIT D - EXHmIT E - EXHIBIT F - COMMENCEMENT OF LEASE TERM MEMORANDUM PARKING YARD LOCATION OF RESERVED PARKING SPACES 6

10 EXHIBIT G - JANITORIAL SPECIFICATIONS 7

11 LEASE PROVISIONS PART TWO 1. PREMISES The Lessor hereby leases to County and County leases from Lessor the Premises described in Section 5 ofthe Basic Lease Provisions. Lessor shall construct the Premises in accordance with (i) the Work Letter/TI Specifications attached hereto as Exhibit C, and (ii) in accordance with the Construction Plans to be attached to this Lease as Exhibit B. From and after the Commencement Date, the County shall have exclusive access to the Premises twenty four (24) hours a day, three hundred and sixty five (365) days a year. 2. TERM A. The provisions ofthis Lease shall be effective between Lessor and County as ofthe Lease Execution Date. County shall obtain the approval of the County's Board of Supervisors not later than June 2,2009. If such approval has not been obtained by such date, then each ofcounty or Lessor shall have the right to tenninate this Lease by giving written notice to the other of such intention to tenninate. B. This Lease is contingent on the following having occurred: (i) Lessor shall obtain a Conditional Use Pennit (CUP) from the City of Dublin ("City") or other governmental entity required for the County's occupancy ofthe Premises by the date that is one hundred eighty (180) days after submittal ofthe application for the CUP; and (ii) Lessor shall obtain all necessary approvals from the City or other governmental entity in order to raise the roofofthe Premises to at least twenty eight (28) feet clear ceiling height by the date that is one hundred eighty (180) days after submittal of the application for the CUP. In the event that either or both of the conditions set forth in this 2B (i) and/or 2B (ii) is/are not satisfied by such date, then either party can tenninate this Lease upon written notice to the other party within ten (10) business days after the date required to satisfy such condition. 8

12 C. The Term of this Lease shall be for the period oftime stated in Section 6(A) of the Basic Lease Provisions, commencing on the Commencement Date stated in Section 6(B) ofthe Basic Lease Provisions, subject to the extension and termination rights set forth below. D. County shall have two (2) options to extend the term of the Lease each for an additional five (5) year period (each an "Extension Term"). In order to exercise its option rights under the preceding sentence, County shall deliver notice ofits intent to exercise the applicable option(s) to Lessor at least ninety (90) days prior to the expiration of the initial Term, (or Extension Term as applicable). Except for Full Service Monthly Gross Rent, the terms and conditions of this Lease during each Extension Term shall be identical to the terms and conditions ofthis Lease. The Full Service Monthly Gross Rent for each Extension Term shall be adjusted to be equal to ninety-five percent (95%) of the fair market rental value ("FMV") for comparable properties in Dublin California as ofthe commencement ofthe applicable Extension Term, and as agreed to by the parties. E. Notwithstanding anything to the contrary appearing in this Lease, should Lessor's construction ofthe Premises ("Lessor's Work") not be Substantially Completed (as hereinafter defined) in accordance with the Work Letter/TI Specifications and the Construction Plans on or before the date that is two hundred seventy (270) days after approval ofthe Construction Plans by the County, (subject to delays caused by force majeure and/or delays caused by the County), then County shall receive a credit equal to one day's Full Service Monthly Gross Rent for each day the delivery of the Premises is late until Lessor's Work is Substantially Completed in accordance with the Work Letter/TI Specifications and Construction Plans. "Substantial Completion" means that Lessor has performed the Lessor's Work in accordance with the Work Letter/TI Specifications, and the Construction Plans and has obtained the Fire Marshall's and Building Inspector's approval and receipt of an Occupancy Permit from the City. 9

13 3. FULL SERVICE MONTHLY GROSS RENT A. County shall pay the Full Service Monthly Gross Rent set forth in Paragraph 7.A. of the Basic Lease Provisions and the Additional Rent as set forth below in Section 5. Additional Rent, together with the Full Service Monthly Gross Rent shall be collectively referred to herein as "Rent". B. Full Service Monthly Gross Rent shall be paid monthly in arrears at the end ofeach calendar month of the Term commencing as of the Commencement Date. If the Commencement Date of the Term is a date other than the first day of a month, prorated Full Service Monthly Gross Rent for such partial month shall be paid within fifteen (15) days ofthe last day ofthe first full calendar month immediately following such partial month in which the Commencement Date occurs. Full Service Monthly Gross Rent is inclusive ofutility Expenses up to the Utility Stop Threshold, Direct Expenses which exceed the Direct Expenses incurred in the Direct Expenses Base Year and Taxes which exceed the Taxes incurred during the Tax Base Year, as more fully specified in Paragraph 5 below. 4. DELNERY AND ACCEPTANCE DATE A. Lessor shall deliver the Premises to County and County shall accept the Premises, upon Substantial Completion of Lessor's Work in accordance with the Work Letter/TI Specifications and the Construction Plans. Lessor's Work is expected to be Substantially Completed on or before January 1,2010. B. Upon Substantial Completion, Lessor shall promptly deliver written notice to County. Promptly after Substantial Completion, Lessor and County shall determine the Commencement Date and date the Term shall expire and shall execute a memorandum setting forth such dates, which memorandum shall be substantially in the form of Exhibit D, and which shall thereupon be deemed attached hereto and made a part of this Lease. Neither the County's acceptance of the Premises for occupancy nor the County's occupancy thereof, shall be construed as a waiver ofany requirement of or right ofthe County under this Lease, its attachments, addenda, or 10

14 its Exhibits, or as otherwise prejudicing the County with respect to any such requirement or right. C. Possession, title and warranties related to all the equipment listed in Exhibits C 2 and C-3 shall transfer to the County upon Commencement of Lease Term. 5. OPERATING COSTS AND SERVICES County shall also be responsible to pay Additional Rent, pursuant to this Section 5. County shall pay such Additional Rent incurred or paid by Lessor within thirty (30) days after receipt ofa written bill from Lessor on such periodic basis as Lessor shall designate, but in no event more frequently than once a month. A. Utility Expenses: For the Term ofthe Lease (and the Extension Term, if so extended), Utility Expenses shall be paid starting on the Commencement Date of Term, as follows: (1) Lessor shall be responsible for all Utility Expenses that are not included in County's Percentage of Utility Expenses, (2) Lessor shall also be responsible for and pay for County's Percentage ofutility Expenses that do not exceed Ninety Thousand Six Hundred Forty Five and 43/100 Dollars ($90,645.43) ("Utility Stop Threshold") per twelve (12) month period commencing on the Commencement Date, and (3) County shall be responsible for and pay only the portion of County's Percentage of Utility Expenses that exceed the Utility Stop Threshold. The term "Utility Expenses" shall mean all gas, water and electrical usage of the Premises. B. Direct Expenses: For the Term ofthe Lease (and the Extension Term, ifso extended), Direct Expenses shall be paid starting on the Commencement Date, as follows: (1) Lessor shall be responsible for all Direct Expenses that are not included in County's Percentage ofdirect Expenses, (2) Lessor shall also be responsible for and pay for County's Percentage of Direct Expenses that are incurred for the first sixty (60) months of the Term, and (3) subject to the cap on Direct Expenses set forth below, County shall be responsible for and pay only the portion of 11

15 County's Percentage of Direct Expenses that exceed the Direct Expenses Base Year (hereinafter defined). As used herein, "Direct Expenses Base Year" means months fortyeight (48) through sixty (60) of the Tenn (i.e. Lessee shall not pay any Direct Expenses for the first sixty (60) months ofthe Tenn). In addition, for each sixty (60) month period oftime, starting after the Direct Expenses Base Year, Direct Expenses shall not exceed the Direct Expenses for the prior sixty (60) month period by more than ten percent (10%). The tenn "Direct Expenses" shall mean and include all operating, maintenance, repair and management costs relating to the Building, common area ofthe Building and Premises which includes, but is not limited to, insurance, janitorial services, supplies, materials, maintenance, repairs, replacements, trash removal, landscaping, sewer charges, security service, HVAC maintenance, parking lot maintenance and repair, property management fee, third party administrative costs, other services which may be provided to other tenants in the Building, or typically provided to tenants in a similar building, and all other costs related to maintaining the leased Premises and common areas in tenantable condition, including, without limitation, except as set forth in Section 8 to the contrary, capital improvements made to or capital assets acquired for the Building after the Commencement Date that: (1) are intended to reduce Operating Expenses or (2) are reasonably necessary for the health and safety of the occupants ofthe Building or (3) are required under any and all applicable laws relating to or affecting the Building, the Premises or the Building or the use or operation thereof, hereafter enacted, including, without limitation, the Americans with Disabilities Act of 1990, 42 USC et seq., which capital costs, or an allocable portion thereof, shall be amortized over the useful life of such capital expenditure in accordance with generally accepted accounting principals, consistently applied. Direct Expenses shall not include Taxes, Utility Expenses, leasing commissions, tenant improvements for other tenants in the Building, and/or repairs necessitated by latent defects. C. Taxes: Lessor shall pay all Taxes for the Tax Base Year, and County shall pay no Taxes for said period of time. Taxes after the Tax Base Year shall be paid as follows: (l) Lessor shall be 12

16 responsible for all Taxes that are not included in County's Percentage of Taxes, (2) Lessor shall also be responsible for and pay for County's Percentage oftaxes that do not exceed the Taxes incurred in the Tax Base Year, and (3) County shall be responsible for and pay only the portion ofcounty's Percentage oftaxes that exceed the Taxes incurred in the Tax Base Year. "Taxes" means the sum of any and all real and personal property taxes and assessments, possessory-interest taxes, business or license taxes or fees, service payments in lieu ofsuch taxes or fees, annual or periodic license or use fees, excises or any other assessments, levies, fees, exactions or charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen (including fees "in-lieu" ofany such tax or assessment) which are assessed, levied, charged, conferred or imposed by any public authority upon the Building (or any real property comprising any portion thereof) or its operations. Lessor shall provide evidence that it has paid the property taxes as a condition for County reimbursing Lessor for same. As used herein, "Tax Base Year" means the first twelve (12) months after the Commencement Date. D. County's Responsibility: In addition to the County's obligation to pay Additional Rent, the County shall generally monitor the Premises and take steps to secure the building by locking all doors and windows particularly when the facility is not in use by the County. The County shall provide its own telephone and data services to the Premises. E. Records: Lessor's records shall be maintained in accordance with generally accepted accounting principles consistently applied. Upon County's reasonable request thereof and no more frequently than once a year during the term ofthe Lease, Lessor agrees to make available to County, Lessor's back-up documentation for its Operating Expenses. County may examine Lessor's records for the purpose of ascertaining the accuracy of Lessor's accounting and Operating Expenses, provided such review: (i) is conducted during normal business hours and with reasonable prior written notice, and (ii) is not disruptive of Lessor's operations. County may conduct such examination by 13

17 requesting that Lessor provide copies of its detailed records with accompanying back-up invoice documentation, which Lessor hereby agrees to provide County: provided however, in no event will County be entitled to request such records for a period in excess of two (2) years prior to the date of County's request therefore. If Operating Costs have been overstated, Lessor shall promptly repay County its proportionate share of such overstated amount. If Operating Costs have been understated, Lessee shall promptly pay to Lessor its proportionate share ofsuch understated amount. Ifany overstated amount is in excess offive percent (5%) ofthe total Operating Expenses, Lessor agrees to pay interest on County's share ofthe overstated amount at the rate offive percent (5%) per annum or the maximum allowed by Law, whichever is less, accruing from the date County paid overstated amount. 6. HOLDOVER Should the County hold over the Premises after this Lease has terminated in any manner, such holding over shall be deemed merely a tenancy from month to month on the same terms and conditions as herein provided. 7. AFTER HOURS USAGE The County shall have access to the Premises at all times without additional payment, including the use, during other than normal hours, ofnecessary services and utilities such as toilets, lights, and electric power. 8. MAINTENANCE AND REPAIRS To the extent the Project or the Premises is not in compliance with applicable laws relating to the Project or Premises as ofthe Commencement Date, Lessor shall be responsible to pay for any such expenses or capital improvements in order to cure any such non-compliance, and such expenses or capital improvements shall not be included in Direct Expenses. As a Direct Expense, subject to the obligations ofthe parties set forth in Sections 3 and 5 above, Lessor shall keep and maintain the office portion ofthe Premises and appurtenances and every part of the office portion of the Premises, in good and sanitary order, condition and repair, and 14

18 keep exterior walls, doors, windows, walkways, and entrances free from graffiti, litter, trash, and other nuisances. As a Direct Expense (except as otherwise set forth in Section 5.A above) Lessor shall be responsible for maintaining the Building and access thereto in accordance with the American with Disabilities Act. As a Direct Expense, Lessor shall replace all interior burned out bulbs and lamps in the office portion, warehouse portion and vehicle maintenance portion of the Premises as needed. As a Direct Expense, Lessor shall provide janitorial services to the office portion of the Premises in accordance with the specifications set forth on Exhibit G attached hereto. County shall be responsible for any and all repairs or maintenance: (i) to the warehouse portion of the Premises (other than for replacement ofbulbs and lamps, the roof, roll-up doors and mechanical equipment servicing the Premises, all ofwhich shall be Lessor's responsibility to maintain and repair, as a Direct Expense, and any latent defects, which shall be Lessor's sole responsibility to maintain and repair at its cost); (ii) to the Premises and the Building caused by the negligent, careless, or willful acts of County, its agents, employees or contractors; and (iii) for all alterations, furniture, equipment and other personal property ofcounty. County shall also be responsible for any janitorial services to the warehouse portion ofthe Premises. 9. FAILURE IN PERFORMANCE The covenant to pay Rent and the covenant to provide any service, utility, maintenance, or repair required under this Lease are interdependent. In the event ofany failure by the Lessor to provide any service, utility, maintenance, repair or replacement required under this Lease, the County may, by contract or otherwise, perform the requirement and deduct from any payment or payments under this Lease, then or thereafter due, the resulting cost to the County, including all administrative costs. If the County elects to perform any such requirement, the County and each of its contractors shall be entitled to access to any and all areas ofthe Building, access to which is necessary to perform any such requirement, and the Lessor shall afford and facilitate such access. Alternatively, the County may deduct from any payments under this Lease, then or thereafter due, an amount, which reflects the reduced value of the contract requirement not performed. No deduction from Rent pursuant to this 15

19 clause shall constitute a default by the County under this Lease. These remedies are not exclusive and are in addition to any other remedies, which may be available under this Lease or at law. 10. LESSOR'S RIGHT OF ENTRY: Lessor, or its duly authorized representatives or agents, may enter upon the Premises upon two days written notice during the term ofthis Lease for the purpose ofdetermining whether the County is complying with the terms and conditions hereof, or for any other purpose incidental to the rights of the Lessor. In case of emergency, only Lessor or its agents may enter Premises without prior consent. No notice, however, shall be necessary for the provision of ordinary services, such as janitorial services. 11. COUNTY'S RIGHT OF ENTRY A. At any time and from time to time after the Lease Execution Date or during the Term, the agents, employees and contractors of the County may, upon reasonable prior notice to Lessor, enter upon the Premises, and all other areas of the Building, to determine the potential or actual compliance by the Lessor with the requirements of this Lease, its Exhibits and attachments, which purposes shall include, but not be limited to: 1). inspecting, sampling and analyzing of suspected hazardous materials and monitoring for air quality; 2). inspecting the heating, ventilation and air conditioning system, maintenance records, and mechanical rooms for the Premises; 3). inspecting for any leaks, spills, or other potentially hazardous conditions which may involve tenant exposure to hazardous or toxic substances; 4). inspecting for any current or past hazardous waste operations on site, to ensure that appropriate mitigative actions were taken to alleviate any environmentally unsound activities in accordance with Federal, State and 16

20 local law. The County hereby acknowledges that it has received and reviewed certain environmental reports relating to the Project provided to County by Lessor. Any problems listed in said reports are to be corrected by Lessor, at no cost to County. B. Nothing in this clause shall be construed to create a County duty to inspect for toxic materials or to impose a higher standard ofcare on the County than on other lessees. The purpose of this clause is to promote the ease with which the County may inspect the Building. Nothing in this clause shall act to relieve the Lessor of any duty to inspect or of liability, which might arise as a result of Lessor's failure to inspect for or correct a hazardous condition. 12. ALTERAnONS The County shall have the right during the term of this Lease to make alterations, attach fixtures, and erect structures or signs in or upon the Premises hereby leased, which fixtures, additions or structures so placed in, on, upon, or attached to the said Premises shall be and remain the property of the County and shall be removed or otherwise disposed of by the County, at the County's sole discretion provided that any such alteration, repair and/or addition does not in any way (i) reduce the square footage of the Building and/or the Premises or (ii) impair or adversely affect in any manner the structure of the Building or Premises. Ifthe Lease contemplates that the County is the sole occupant ofthe Building, for purposes ofthis clause, the leased Premises include the land on which the Building is sited and the Building itself. Otherwise, the County shall have the right to tie into or make any physical connection with any structure located on the property as is reasonably necessary for appropriate utilization ofthe leased space. 13. COMPLIANCE WITH APPLICABLE LAW Lessor shall comply with all Federal, state and local laws applicable to the Lessor as owner or Lessor, or both, ofthe Building or Premises, including, without limitation, laws applicable to the construction, ownership, alteration or operation of both or either thereof, and will 17

21 obtain all necessary permits, licenses and similar items. The County will be responsible for obtaining permits, licenses, or similar items required for the operation of the County's business within the Premises. Subject to Section 8 of this Lease, the County will comply with all Federal State and local laws applicable to and enforceable against it as a tenant under this Lease. 14. ASSIGNMENT OF CLAIMS A. The Lessor may assign its rights to be paid amounts due or to become due as a result of the performance of this Lease to a bank, trust company, or other financing institution, including any Federal lending agency. The assignee under such an assignment may thereafter further assign or reassign its right under the original assignment to any type offinancing institution described in the preceding sentence. Lessor may transfer its interest in the Premises without the consent ofthe County and such transfer or subsequent transfer shall not be deemed a violation on Lessor's part of any of the terms and conditions of this Lease. Without further agreement the transferee of such title shall be deemed to have assumed and agreed to observe and perform all obligations of Lessor hereunder during its ownership of the Premises. B. Any assignment or reassignment authorized under this clause shall cover all unpaid amounts payable under this Lease, and shall not be made to more than one party, except that an assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in the financing of this Lease. 15. HOLD HARMLESS: INDEMNIFY The County hereby agrees to defend, indemnify, protect and hold harmless Lessor from and against any and all damages, loss claim, cause of action, liability and expense (including reasonable attorneys' fees) to the extent such arise out ofany default in the performance of any obligations on the County's part to be performed under the terms of this Lease, the County's use ofthe Premises, the conduct ofthe County's business or activities in or about 18

22 the Premises, or the negligent acts or omissions or willful misconduct ofthe County, or its employees, subcontractors or agents, occurring in connection with this Lease. Lessor hereby agrees to defend, indemnify, protect and hold harmless the County, its officers, employees and agents from and against any and all damage, loss, claim, cause of action, liability and expense (including reasonable attorneys' fees) to the extent such arise out ofany default in the performance ofany obligation on Lessor's part to be performed under the terms ofthis Lease, the negligent acts, omissions or willful misconduct of Lessor or its employees, subcontractors or agents, occurring in connection with this Lease. 16. INSURANCE: WAIVER OF SUBROGATION Lessor shall maintain commercial general liability insurance and Workers' Compensation insurance in amounts ofinsurance and deductibles, which at a minimum shall be comparable to the coverage and amounts ofinsurance which is carried by reasonably prudent landlords of other similar class ofbuildings in the Dublin area. Lessor shall procure and maintain in full force and effect during the term ofthis Lease, all risk or special form insurance for 100% of the full replacement cost ofthe Premises and improvements made to the Premises by Lessor. Ifthe coverage is available and commercially appropriate, and typically obtained by Lessor for comparable properties in Dublin, California, such policy or policies shall insure additional costs resulting from debris removal and reasonable amounts of coverage for the enforcement of any ordinance or law regulating the reconstruction or replacement of any undamaged sections ofthe Premises required to be demolished or removed by reason ofthe enforcement ofany building, zoning, safety, or land use laws as the result ofa covered cause of loss, but not including plate glass insurance. Said policy or policies shall contain agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor reflecting local cost changes for reconstruction of Premises. Both parties agree to waive any claim against the other for losses to the extent paid under said insurance and said insurance shall contain a waiver ofsubrogation. IfLessor's insurance covers more than one property, Lessor shall provide the County with a letter from Lessor's insurance broker/carrier 19

23 setting forth the coverage ofthe Building. Lessor shall provide the County with a Certificate ofinsurance covering said insurance which shall provide the County with 30 days' advance written notice ofcancellation, non-renewal or reduction in the amount ofcoverage and mail said certificate to: Real Property Manager Alameda County General Services Agency 1401 Lakeside Drive, 6th Floor Oakland, CA SELF-INSURANCE BY THE COUNTY The County shall self-insure for the term of this Lease, at its own expense, commercial general liability insurance in an amount not less than One Million and NoI100 Dollars ($1,000,000.00) combined single and aggregate limits for both bodily injury and property damage, personal injury, completed operations and products liability. The County shall selfinsure the County's personal property located on or in the Premises. 18. DAMAGE OR DESTRUCTION If the entire Premises are destroyed by fire or other casualty or damage, or the Premises should be so damaged that rebuilding or repairs cannot be completed in one hundred eighty (180) days after issuance of necessary permits, either party may terminate this Lease by written notice to the other party. In case ofpartial destruction or damage, so as to render the Premises untenantable, to the extent that rebuilding or repairs can be reasonably completed in more than ninety (90) days but less than one hundred eighty (180) days after the issuance of necessary permits, as determined by the County and Lessor, either party may terminate the Lease by giving written notice to the other party within fifteen (15) calendar days ofthe fire, casualty or damage; if so terminated, no rent will accrue to the Lessor after such notice. If the Premises should be damaged only to the extent that rebuilding or repairs can reasonably be completed within ninety (90) days after the issuance ofnecessary permits this Lease shall not terminate. Ifthe Lease is not so terminated, in any instance pursuant to this Section 18, 20

24 the Rent will be reduced proportionately by supplemental agreement hereto effective from the date ofsuch partial destruction or damage. The Lessor's obligation to repair and rebuild is conditioned on insurance proceeds being made available to Lessor to pay for the full repair ofall damage. Nothing in this Lease shall be construed as relieving Lessor from liability for damage to or destruction of property of the County of Alameda caused by the willful or negligent act or omission of Lessor. Notwithstanding any provision of the Lease to the contrary, ifsuch damage or destruction occurs within the last year ofthe Lease, and ifrepairs cannot reasonably be completed within ninety (90) days, this Lease shall automatically terminate and neither party shall have liability to the other party. If the Premises are not rendered untenantable, then the Lease shall remain in full force and effect provided that Lessor can reasonably perform its obligations pursuant to this Lease. Nothing in this Lease shall be construed as relieving the County from liability for damage to or destruction ofthe Premises or the Building caused by the willful or negligent act or omission ofthe County. 19. SUBORDINAnON, NONDISTURBANCE AND ATTORNMENT A. Lessor warrants that it holds such title to or other interest in the Premises and other property as is necessary to the County's access to the Premises and full use and enjoyment thereof in accordance with the provisions of this Lease. The County agrees, in consideration ofthe warranties and conditions set forth in this clause, that this Lease is subject and subordinate to any and all recorded mortgages, deeds oftrust and other liens now or hereafter existing or imposed upon the Premises, and to any renewal, modification or extension thereofor any future financing or refinancing. It is the intention of the parties that this provision shall be self-operative and that no further instrument shall be required to effect the present or subsequent subordination of this Lease. The County agrees, however, within fifteen (15) business days following the County's receipt ofa written demand, to execute such instruments as Lessor may reasonably request to evidence further the subordination ofthis Lease to any existing or future mortgage, deed oftrust or other security interest pertaining to the Premises, and to any water, sewer or access easement necessary or desirable to 21

25 serve the Premises or adjoining property owned in whole or in part by Lessor ifsuch easement does not interfere with the full enjoyment of any right granted the County under this Lease. B. No such subordination, to either existing or future mortgages, deeds oftrust or other lien or security instrument shall operate to affect adversely any right of the County under this Lease so long as the County is not in default under this Lease. Lessor will include in any future mortgage, deed of trust or other security instrument to which this Lease becomes subordinate, or in a separate nondisturbance agreement, a provision to the foregoing effect. Lessor warrants that the holders of all notes or other obligations secured by existing mortgages, deeds of trust or other security instruments have consented to the provisions of this clause, and agrees to provide true copies of all such consents to the County promptly upon demand. C. In the event of any sale of the Premises or any portion thereof by foreclosure ofthe lien ofany such mortgage, deed oftrust or other security instrument, or the giving of a deed in lieu of foreclosure, the County will be deemed to have attomed to any purchaser, purchasers, transferee or transferees ofthe Premises or any portion thereof and its or their successors and assigns, and any such purchasers and transferees will be deemed to have assumed all obligations of the Lessor under this Lease, so as to establish direct privity ofestate and contract between the County and such purchasers or transferees, with the same force, effect and relative priority in time and right as if the Lease had initially been entered into between such purchasers or transferees and the County; provided, further, that the County and such purchasers or transferees shall, with reasonable promptness following any such sale or deed delivery in lieu of foreclosure, execute all such revisions to this Lease, or other writings, as shall be necessary to document the foregoing relationship. None of the foregoing provisions may be deemed or construed to imply a waiver of the County's rights as a sovereign. 22

26 20. HAZARDOUS SUBSTANCES Ifhazardous substances are used, stored, generated, or disposed ofon or in the Premises, or if the Premises or Building become contaminated in any manner for which the County is legally liable, the County shall indemnify and hold harmless the Lessor from any and all claims, damages, fines,judgments, penalties, costs, liabilities, or losses. As used herein, "hazardous substance" means any substance that is toxic, ignitable, reactive, or corrosive and that is regulated by any local government, the State ofcalifornia, or the United States Government. 21. MUTUALITY OF OBLIGATION. The obligations and covenants of the Lessor, and the County's obligation to pay Rent and other County obligations and covenants, arising under or related to this Lease, are interdependent. The County may, upon issuance ofand delivery to Lessor ofa final decision asserting a claim against Lessor, set off such claim, in whole or in part, as against any payment or payments then or thereafter due the Lessor under this Lease. No setoffpursuant to this clause shall constitute a breach by the County ofthis Lease. 22. FORCE MAJEURE. Any prevention, delay or stoppage due to acts ofgod, governmental controls, judicial orders, civil commotion, and other causes beyond the reasonable control ofeither party obligated to perform, shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage, except that the County's obligation to pay Rent due under this Lease shall not be affected thereby so long as the Premises have not been delivered to the County. 23. THE COUNTY DEFAULT. Except for the County's rights under "Failure in Performance" and "Mutuality of Obligations" paragraphs, the occurrence of any of the following shall constitute a material breach of this Lease by the County and an event of default: A failure by the County to pay the rent where such failure continues for thirty (30) 23

27 days after receipt of written notice thereof by Lessor to the County. A failure by the County to observe and perfonn any other provision ofthis Lease to be observed or perfonned by the County, where such failure continues for thirty (30) days after written notice thereof by Lessor to the County. 24. THE COUNTY'S RIGHT TO CURE DEFAULT. If the nature of a non-monetary default in "County Default" is such that the same cannot reasonably be cured within such thirty (30) day period, the County shall not be deemed to be in default so long as the County shall within such period commence such cure and diligently proceed to completion. 25. LESSOR REMEDIES UPON THE COUNTY DEFAULT. A. Lessor and County agree as follows upon Lessor's remedies for any default by the County: In the event of any default by the County which remains uncured, then in addition to any other remedies available to Lessor at law or in equity, Lessor shall have the immediate option to tenninate this Lease and all rights ofthe County hereunder by giving written notice ofsuch intention to tenninate. In the event that Lessor shall elect to so tenninate this Lease, then Lessor may recover from the County: 1). the worth at the time of award of any unpaid Rent which had been earned at the time of such tennination; plus 2). the worth at the time of award of the amount by which the unpaid Rent which would have been earned after tennination until the time of award exceeds the amount of such rental loss the County proves could have been reasonably avoided; plus 3). the worth at the time of award of the amount by which the unpaid Rent for the balance of the tenn after the time of award exceeds the amount of such rental loss that the County proves could have been 24

28 reasonably avoided; plus 4). any other amount necessary to compensate Lessor for all the detriment proximately caused by the County's failure to perform its obligations under this Lease. B. As used in subparagraphs (A) (I) and (2) above, the "worth at the time of award is computed by allowing interest at the rate of five percent (5%) per annum. C. No re-entry or taking possession of the Premises or any other action shall be construed as an election to terminate this Lease unless a written notice of such intention is given to the County or unless the termination thereof is decreed by a Court of competent jurisdiction. D. Late Charges. The County acknowledges that late payment by the County to Lessor of Rent will cause Lessor to incur costs not contemplated by this Lease; the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing and accounting charges, and late charges that may be imposed on Lessor by the terms of encumbrance and note secured by the Premises. Therefore, ifany installment ofrent due from the County is not received by Lessor on or before twentieth (20 th ) day following written notice to the County of failure to pay Rent and is not contested by County, the County shall pay Lessor an additional sum ofone percent (l%) ofthe delinquent amount accruing as ofthe date such amount was due, but not paid, by the twentieth (20 th ) day following written notice to the County offailure to pay Rent as a late charge. The parties agree that this late charge represents a fair and reasonable estimate of the Costs that Lessor will incur by reason oflate payment by the County. Acceptance ofany late charge or late Rent shall not constitute a waiver of the County's default with respect to overdue amount, nor prevent Lessor from exercising any of the other rights and remedies available to Lessor. 26. LESSOR DEFAULT A. Each ofthe following shall constitute a default by Lessor under this Lease: 25

29 1). Failure to maintain, repair, operate or service the Premises as and when R specified in this Lease, or failure to perfonn any other requirement of this Lease as and when required provided any such failure shall remain uncured for a period often (10) days next following Lessor's receipt ofnotice thereof from the County's authorized representative. Ifthe nature ofa non-monetary default is such that the same cannot reasonably be cured within such ten (10) day period, the Lessor shall not be deemed to be in default so long as the Lessor shall within such period commence such cure and diligently proceed to completion. However Lessor agrees that time is ofthe essence to cure any default. 2). Repeated and unexcused failure by Lessor to comply with one or more requirements ofthis Lease shall constitute a default notwithstanding that one or all such failures shall have been timely cured pursuant to this clause. If a default occurs, the County may by notice to the Lessor tenninate this Lease, which tennination shall be effective when received by Lessor. The Lessor and the Lessor's sureties, if any, shall be jointly and severally liable for any damages to the County resulting from such tennination, as provided in this clause. County shall be entitled to the following damages: 1). The County's aggregate rent and estimated real estate tax and operating cost adjustments for the finn tenn and all option tenns ofits replacement Lease or leases, in excess of the aggregate rent and estimated real estate tax and operating cost adjustments for the tenn; provided, if the County procures replacement Premises for a tenn (including all option tenns) in excess ofthe tenn, the Lessor shall not be liable for excess County rent or adjustments during such excess part of such tenn; 2). All administrative and other costs borne by the County in procuring a replacement Lease or leases; 3). Such other, additional reliefas may be provided for in this Lease, at law or in equity. 26

30 4). Damages to which the County may be entitled under this clause shall be due and payable thirty (30) days next following the date Lessor receives notice from the County specifying such damages. 27 CONDEMNATION. A. If all of the Premises, or the Building or Real Property, or such portions of the Building as may be required for reasonable use ofthe Premises, are taken by eminent domain, this Lease shall automatically terminate as of the date title vests in the condemning authority and all rent, additional rent and other payments shall be paid to that date; B. In case of taking of a part of the Premises, or a portion of the Building or the Real Property not required for the reasonable use of the Premises, then this Lease shall continue in full force and effect and the Rent shall be equitably reduced based on the proportion by which the floor area ofthe Premises is reduced, such Rent reduction to be effective as of the date title to such portion vests in the condemning authority. Notwithstanding the foregoing, in the event the County in its sole discretion shall determine that the remaining portion ofthe Premises is not suitable for the purposes of which the County has leased the Premises, the County shall have the right to terminate this Lease. C. In the event that title to a part ofthe Building other than the Premises or a portion of the Real Property shall be so condemned or taken, and if the Building should be restored in such away as to alter the Premises materially, the Lessor and/or the County may terminate this Lease and the term and estate hereby granted by notifying the other party ofsuch termination within ten (l0) days following the date ofvesting oftitle; and this Lease and the term and estate hereby granted shall expire on the date specified in the notice ofthe termination, not less than ten (l0) days after the giving ofsuch notice, as fully and completely as ifsuch date were the date hereinbefore set forth for the expiration of the term of this Lease and the Rent hereunder shall be apportioned as of such date. 27

31 D. The proceeds of any condemnation award or any private sale in lieu thereof will belong and be paid to Lessor except that County will receive from the proceeds the following: I). A sum attributable to the alterations made to the Premises by the County in accordance with this Lease, ifany, which alterations the County has the right to remove from the Premises pursuant to the provisions of this Lease; 2). A sum attributable to that portion ofthe award constituting severance damage for the restoration of the Premises, business interruption, trade fixtures or relocation expenses; 3). A sum to pay for the County's moving expenses. 28. SUCCESSORS BOUND All covenants, agreements, terms and conditions contained in this Lease shall bind, and inure to the benefit of, the parties and their respective heirs, executors, administrators, successors, and assigns. 29. SEVERABILITY Any provision of this Lease that shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof and the remaining provisions hereof shall nevertheless remain in full force and effect. 30. GOVERNING LAW AND VENUE This Lease shall be governed by and construed in accordance with laws of the State of California. Venue for any action between the parties shall be Alameda County, California. 31. NO WAIVER No failure by either party to insist upon the strict performance ofany provision ofthis Lease or to exercise any right or remedy consequent upon a breach thereof, and no acceptance of full or partial rent or other performance by either party during the continuance of any such 28

32 breach shall constitute a waiver of any such breach of such provision. 32. HEADINGS. The headings used in this Lease are not a part ofthis Lease and shall have no effect upon the construction or interpretation ofany part hereof. 33. STATEMENT OF LEASE A. The County will, within thirty (30) days following receipt ofa written request from Lessor and/or a prospective lender and/or purchaser of the Building, execute and deliver to Lessor a letter stating that the same is issued subject to the conditions stated in this clause and, if such is the case, that (l) the Lease is in full force and effect; (2) the date to which the rent and other charges have been paid in advance, if any; and (3) whether any notice of default has been issued. B. Letters issued pursuant to this clause are subject to the following conditions: 1). That they are based solely upon a reasonably diligent review ofthe County's Lease file as of the date of issuance; 2). That the County shall not be held liable because ofany defect in or condition ofthe Premises or Building; 3). That the County does not warrant or represent that the Premises or Building comply with applicable Federal, State and local law; and 4). That the Lessor, and each prospective lender and purchaser are deemed to have constructive notice of such facts as would be ascertainable by reasonable pre-purchase and pre-commitment inspection ofthe Premises and Building and by inquiry to appropriate Federal, State and local County officials. 34. TIME OF PERFORMANCE. Time is ofthe essence with respect to the performance ofeach covenants and agreements in this Lease. 29

33 35. INTEGRATED AGREEMENT This Lease, upon execution, contains the entire agreement ofthe parties and no prior written or oral agreement, express or implied, shall be admissible to contradict the provisions ofthe Lease. 36. PARKING YARD The parking area as depicted on Exhibit E (and designated as "Subject Area") attached hereto is currently leased to another tenant. ("Other Tenant"). Upon the expiration or earlier termination of the Other Tenant's lease (which is May 17,2018), Lessor shall, at Lessor's cost, improve the Subject Area so that the same is in substantially equivalent condition to the existing parking lot, and has fencing, lighting and finished surfaces substantially equivalent with the existing parking Lot. Lessor shall, promptly upon obtaining possession of the Subject Area from the Other Tenant notify County ofthe same and seek County's approval with respect to any improvements to be made. Upon completion ofsaid improvements, the Subject Area shall be delivered to County and shall become part of the "Premises", but neither County's Base Rent nor County's Percentage shall increase as a result thereof. 37. FIRE TRUCK - FLOOR LOADING The County has advised Lessor that the County will be parking up to eight (8) 80,000 Ib fire trucks in the vehicle maintenance service area at the Premises. Should the floor of the Premises not be able to withstand the weight ofthe trucks, then Lessor shall be responsible for any damage caused to the Premises as a result thereof. 38. PERIODIC IMPROVEMENTS So long as the County is not In default, carpet and other flooring in nonworkshop/maintenance and warehouse areas is to be replaced every ten (10) years with similar materials, at Lessor's cost. So long as the County is not in default, all non 30

34 workshop/maintenance and warehouse areas are to be repainted every seven (7) years, with similar materials, at Lessor's cost. LESSOR: 6400 SIERRA COURT INVESTORS a California Limited LiabilityJ:;ompany C~ COUNTY OF ALAMEDA: By: By: _ Clair Robison President, Board of Supervisors Its: Manager County ofalameda, State of California Date: Date: Approved as to Form RICHARDE. CO T Cvu,u>D By --1'-""'--_-/ '- I hereby certify under penalty o/perjury that the President o/the Board o/supervisors was duly authorized to execute this document on behalfo/the County 0/Alameda by a majority vote o/the Board on (date) and that a copy has been delivered to the President as provided by Government Code Section Date: By:, Clerk ofthe Board County ofalameda, State ofcalifornia I\PROPERTYWORD\LEASES\ACFD OPS CENTER\LEASE AGREEMENT FINAL\

35 EXHIBIT A SITE PLAN (Attached) 32

36 ... ~AUCIDIlI P'ARKNI _w _ PARKING ANALYSIS ===-= _ ~ IIIlLOf... : o&_.-._-- ~=..=:'~ _-Ign PROPOSED o. 1,41,.. JOII PL.AIAMTOM "? SIERRA COURT EXIllBIT "A" - SITE PLAN 6400 SIERRA COURT EXTERIOR RENOVATION SITE PLAN CO. MAY

37 EXHIBITB CONSTRUCTION PLANS (Attached) Acceptance of these Construction Plans does not constitute an expert review of same. The purpose for the delivery of the Construction Plans is to ensure the drawings are complete before construction begins. The County has not reviewed the Construction Plans with experts, and takes no responsibility for them except as they reflect the space plan. 33

38 EXHIBITC WORK LETTERfII SPECIFICATIONS 1. Lessor shall perform and provide architectural services for space planning and construction for the Landlord's Work on a tum-key basis, except as otherwise set forth below and except as otherwise set forth in the Space Plan attached hereto as Exhibit C-l. Lessee shall reimburse Lessor for those items for which Lessee is responsible for pursuant to this Exhibit C-l and pursuant to the Space Plan within sixty (60) days after the Commencement Date. 2. Lessor is responsible for securing and paying for all permits and licenses for Lessor's Work from the appropriate authorities. 3. To the extent Exhibit C-l does not specify materials, the building standard materials set forth on Exhibit C-4 shall be used. 4. Lessor shall cause to be prepared Construction Plans ("Construction Plans") based on the Space Plan. County shall approve the Construction Plans or provide written changes thereto if the Construction Plans do not comply with the Space Plan, within ten (10) business days after delivery of the Construction Plans to County. If County submits changes, then Lessor shall revise the Construction Plans and resubmit them within ten (10) business days to County for approval. The procedures in this paragraph shall apply until final Construction Plans have been achieved. To the extent that County shall fail to respond in writing within such ten (10) business day period, then the Construction Plans as delivered to County, shall be deemed approved by Lessor and County. Ifafter 8 weeks from the first time the County has commented on the Construction Plans, the County finds that Construction Plans do not meet the requirements ofthe Space Plan and TI specifications as noted on Exhibit C, County may terminate this Lease without any penalty to the County. 5. Lessor shall be responsible for the cost ofequipment purchases for the tenant improvements as shown on Exhibit C-2, except for those items listed on Exhibit C-3 for which County will reimburse Lessor. County shall reimburse Lessor for those specific items within twenty (20) business days after Lessor's written demand, together with evidence ofpayment. 6. Lessor shall, as part of Lessor's Work, install a meter or sub-meter for County's electrical usage. 34

39 EXHIBIT C-l SPACE PLAN (Attached) 35

40 EXHIBIT C-2 List of Equipment to be Supplied by Lessor as Part ofthis Lease Equipment Description Supplier QTY Stertil-KONI Model ST FSF Mobile Lifts MME 8 Stertil-KONI Model ST HD 4 Post 2 Mobile Lift MME KONECRANES, TON Overhead Travelling Crane Inc Plymovent Air Cleaning System - Hose Reels 4 plus equipment Air Exchange, Inc. 8 Plymovent Air Cleaning System for Welding 5 Sanding - Polishing Air Exchange, Inc. Open Front Industrial Spray Booth Finish Pro Spray 6 8'W x 8'H x 5'0 Booths Wash Bay approx size 70'l x 25'W with water OunRite 7 collection/recycle system Excavating Stertil-KONI/Omer Model Vega 340/75-CB 50-N Parallelogram lift, 75,0001bs capacity, 50' runway length, continuous base, 208 to 460 volts, 3 phase ALJ/ETl certified, surface mount, complete with optional 32" width runways, 41' between platforms, 73" lift height, anti skid runways, 24 volt (8 lamp) lighting package, Zinc Coated (Hot Galvanized) Lift, Zinc Coated (Hot Galvanized) and Waterproof Control Panel 8 Cover. MME 9 Mechanical Smoke Filter, wall-mounted Kemper Hydraulic Press BRAKE 95 Ton x 8 Foot to include components as stated on Caltool 10 Industrial Supply Quote dated Compressor 1 1 Oil, Hydraulic Fluid, Antifreeze, Water, Central Equipment 12 Grease, Storage Tanks - Reel Systems Service 1,000 Gal Conault above ground Tanks with 13 Permacrete finish Donlee Pump Co. 36 Necessary Amount to service 8 Bays 2 c1t

41 14 OC-12 Pipeline for Data and Communication 1 37

42 EXHIBITC-3 List of Equipment to be Supplied by Lessor - County to Reimburse Lessor Equipment Description Supplier QTY 150 KVA Generator - Includes Pad and distribution system Blueline 1 Customized 2 Fitness Equipment Fitness Consisting of the following: Schwinn Aerodyne Stationary Bikes Stairmaster Club Track Treadmills Stairmaster (4600 PT) Stairmaster Elliptical Machine Hoist 2200 Multi Gym Upright combo dip and abdominal work station Iron Horse work Station (for pull ups, squats, flat and incline bench StretchinglYoga Mats Nautilus adjustable work out benches 65cm Yoga/Core Balls Full Compliment of weights and Dumbbells 451b Straight Bar 151b Curl Bar Steel Mezzanine as shown on Space Plan to include 2 - Staircases, 3 Rail Railing along Front and around Stairwells, 2-6' Wide Sliding Gates, solid decking capable of supporting 1251b Per Square Foot. All specifications to meet whatever City and or 3 State Code Requires. TBD 10' (TBC) High Fencing with appropriate doors for all interior enclosures as noted in Training Conditioned Area and Reserve 4 Vehicle Area. TBD TBD If the Dublin, San Ramon, Sanitary District fee for the County's wash rack exceeds $20,000, then the County shall reimburse Lessor for 5 the excess. 38

43 6 Of the items set forth in # 3 of Exhibit C-3 above, the County shall reimburse Lessor in an amount not to exceed $165,490 of the cost to purchase those items. 39

44 EXHIBIT C-4 BUILDING STANDARD MATERIALS C et Doors Frames Ceilin Grid Ceilin Tile Cabinets Counterto s Desi nweave/techno Armstrong Standard EXCELON Armstron Burke Kell Moore Western Ore on Timel or E Armstron Corte a Wilsonart Laminate Wilsonart Laminate Door Hardware Falcon Interior Walls G sumboard Demising/Warehouse Walls G sumboard - Minimum 30 oz Color T.B.D. Standard Color T.B.D. 4" Color T.B.D. - E shell finish Rotary Cut Natural Birch Prefinished Harmon 3'xT Black Sus ended T-Bar - 15/16" rid face 2'x4' La -In Standard Color T.B.D. Standard Color T.B.D. Bronze Latchsets and Locksets - Oil Rubbed Bronze Smooth Finish Fire Ta ed and finished 40

45 EXHIBIT C-S LIST OF COUNTY'S EQUIPMENT TO BE MOVED FROM EXISTING PREMISES TO PREMISES [See Attached] 41

46 EXHIBITC 5 ACFD OPS CENTER MAINTENANCE FACILITY EqUIPMENT LIST TO BE MOVED BY LANDLORD from EXISTING SAN LEANDRO FACILITY TO DUBUN ITEM TOOL QTY MAKE MODEL' W D H VOLTAGE AMP ELCONN MOUNT WATER VENT AIR COMMENTS 1 9- MIT BAND SAW 1 KMTSAW H280M V 3P 10 P BBO 2 WCOLDSAW 1 BOBO SUPER V 3P 3.8 P BBO PROVIDE BLOCKING TO 3 METAl RACK BBO BRACE WALL 4 WELDING TABLE TIGWELDER 1 LINCOLN SQ WAVE TIG V 3P P 6 MIG WELDER 1 LINCOLN POWER MIG V 3P 46 P 7 PLASMA CurrER 1 THERMAl DYNAMICS PAKMASTER 75XL V 3P 25 P BBO 8 MILLING MACHINE 1 BRIDGEPORT V 3P 4.2 P BBO 9 IRONWORKER 1 PIRANHA P V3P 38.8 HW BBO _.. 10 LATHE 1 SOUTH BEND 4112' BED V3P 30 P BBO 11 SHEAR 1 12 PARTS WASHER WIFAN 1 LANDA SJ-150B V 3P 13.2 HW BBO CWFS V 13 BEAD BLASTER CAB 1 ECON LINE RA42X V 15 P BBO 314 PROVIDE DUCT & ROOF VENT BEAD BLASTER CAB 13A VAC 1 ECON LINE 1I2HP-175CFM V 7.6 P BBO V PROVIDE DUCT AND WALL CAP 14 BRAKE LATHE 1 ACCUTURN V 10 P BBO 15 VERTICAL BAND SAW 1 DOALL DBW V 1P 34.1 P BBO 16 PIPE THREADER 1 ED V 15 P 17 BELT SANDER 1 BURR KING V 13.4 P BBO DISC SANDER 1 CONQUEST IND 20 ARCH V 3P 6.4 P BBO 19 GRINDER 1 CRAFTSMAN C V 30.5 P BBO 20 POUSHER 1 BALDOR 410B V 6.9 P BBO 21 MILL CAB BBO BRACE TO CEILING 22 HOSE CRIMPER MACH 1 PARKER 83C V 20 P BBO 23 HOSE CRIMPER CAB TORCH SET RACK FOR 0.9' BELDING BOTTLE BOTTLES BY 25 STORAGE 1 61 BBO OWNER TON PRESS 1 ARCAN CP P BBO 27 VISE 1 BABCO BBO r) 1 -;;J 5/

47 EXHIBITC 5 ACFD OPS CENTER MAINTENANCE FACILITY EQUIPMENT LIST TO BE MOVED BY LANDLORD from EXISTING SAN LEANDRO FACILITY TO DUBLIN ITEM TOOL QTY MAKE MODEL' W D H VOLTAGE AMP ELCONN MOUNT WATER VENT AIR COMMENTS 28 W CHOP SAW 1 MILWAUKEE V 15 P 29 PULLER SET W 30 STEEL ROLLER RACKS BBO i 31 SCRAP METAL RACK BBO 32 SHOPVAC 1 RIDGID 60L P 33 ELEC CHAIN HOIST 2 GRAINGER 4UV V 2.7 C - 34 LIFT AT WASH BAY 1 ROTARY 75148S V 3P The ablove list to include "all' items contained in the Trailers and Shop as listed below: I Trailer 1 - PARTS: consisting of filters. switches, valves, bolts, and maintenance related parts. Trailer 2 - PARTS: consisting of wiring, hoses, equipment mounting hardware, and a fork lift. Trailer 3 - Machine shop for which most of the contents have been listed. Trailer 4 - Oil storage tanks and lubricants Trailer 5 SHOP TOOLS: jack stands, transmission jacks, air conditioning machine, and related shop equipment. Trailer 6 - Misc. parts, Radios, intercoms, shop manuals, lockers, and a small metal brake. Trailer 7 - TIRES: tires, storage racks, tire mounting and balancing tools, tire related (parts patches, weights etc.) Shop: - Ten lifts we currently own, tool boxes, and misc. hand tools, along with large tools that already been listed (Shear, Parts Washer, Iron Worker) Miscellaneous items as may currently be part of the maintenance facilities equipment inventory. I CABINET MOUNTED ON WALL CONTRACTOR TO MOUNT TRACK ON CEILING 500LB LIMIT INSTALL AT WASH BAY - ~' / :::::>