Loading...
12-11-2018 CC Rpt 17COUNCIL AGENDA STAFF REPORTCOUNCIL AGENDA STAFF REPORT TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS DATE: DECEMBER 11, 2018 FROM: CITY MANAGER ITEM NO:17 SUBJECT:AMENDMENT NO. 2 TO LEASE AGREEMENT NO. A09-20 RECOMMENDATION: Authorize the City Manager to execute Amendment No. 2 to Lease Agreement No. A09-20 (County Contract No. 09-71) with the County of San Bernardino for office space located in the Civic Center. BACKGROUND/ANALYSIS: The City has leased approximately 2,500 square feet of office space to the County of San Bernardino for the Supervisor representing the Fourth District since February 2009. This space is currently not needed for City purposes and is not anticipated as being necessary in the foreseeable future. A component of the lease provided for the option to extend the lease for a four-year period. The County wishes to trigger that option, as well as make a few minor changes to the agreement as follows: 1. Provide for a new term which will expire December 31, 2022, keeping the annual rental rate of $1. 2. Include an arbitration option should the City and the County disagree on a future fair market rental rate. 3. Addition of a confidentiality clause that requires the City to agree that it will prevent City officers, agents, employees and contractors from providing unlawful access to or disclosure of confidential information contained at the premises leased by the County. The City believes that having the County office located in Chino Hills provides a benefit to our residents, City officials and employees. There is easier and more convenient access to the County government. The lease arrangement as described will continue to make those services available. ENVIRONMENTAL (CEQA) REVIEW: This action is not a project within the meaning of the California Environmental Quality Act (CEQA) Guidelines Section 15278 and is therefore exempt from CEQA as it is an administrative change that will not result in any direct or indirect physical change in the environment. FISCAL IMPACT: There is no additional fiscal impact with this amendment. The City has minimal costs associated with the lease. 109/296 REVIEWED BY OTHERS: This item has been reviewed by the City Attorney. Respectfully Submitted,Recommended By: Attachments County Lease Agreement No. A09-20 Amendment No. 2 to A09-20 110/296 9 FOR COUA'Tf' ONL ', + g New VendorCode Dept. C r y t Tul h o. ruevo Chanp,e Cancel Coui ty Departmeo[ Dept. Orgn. ontractor's License No. Real Estate Sen ices Department CountyDepartmentCon[2ctRepresentative Telephone TotalCon[mctAmount County of San Bemardino David H. Slau hter, Director 909 387-7817 F A .' Conhact Type Revenue EncumbereA Uue wmbered OtUer. C,NT,L„I, If not encumbered or tevenue contract qPe,provide reason: Conunodity Code Contact Start Date Contract End Date Original Amomit Panendment Amount TRANSMITTAL g Fw d Dept Orga ization Appr. 06jBev Souree GRC/PROI/JOB No. lvnount 30002502 Fund Dept. Organization Appc Obj/Rev Source GRC/PROJ/JOB No. Amowri Fund Dept. Organization Appc Obj/Rev Source GRC/PROJ/JOB No. Amount Project Name Estimated Payment Total by Fiscal Year Chino Hilis—4th District FY nmounc U[>Fr Amou t vD Supervisor's Office-14000 Citv Centre Drive Tvoe SA CONTRACTOR City of Chino Hills Federal ID No. or Social Security No. Contractor'sRepresentative DougLaBelle,CityManager Address 14000 City Centre Drive,Chino Hilis,CA 91709 Phone (909)364-2600 Nature of Coutcact (Briefly describe the ge vw a[ternvs ofthe contract) This Lease Contract is for a period of six (6) years with one (1) four-year option to extend. Leased premises consist of 2,500 gross square feet with build-to-suit offices. Rent is$1 00 e r year. % City shall provide all interior and exterior maintenance to include grounds, parking lot maintenance and exterior lighting. City to pay water, sewer, trash and all other utilities. County to provide its own telephone services including pay telephones, vending machines and security service. i F t f `{; z\ Attach this transvtittal to ad!conbqcts not prepared on the "SlandaYdnConttact fo mi.) i. Approved as[o Legal Fonn(sign in blue i ilc) Rev ewed`as to'Con[ract Coi ipli2nce Prese o BOS for Signa[u t SEE SIGNATAURE PAGE i County Counsel t. Department Head Da[e Date Date / / % Audltor/Confroller-Recorder Use Onl Contract Database FAS Input Date Keyed By Revised i//3/2009 111/296 COUNTY OF SAN BERNARDINO LEASE AGREEMENT CITY: City of Chino Hills 14000 City Centre Drive Chino Hills, CA 91709 COUNTY: COUNTY OF SAN BERNARDINO Real Estate Services Department 825 East Third Street San Bernardino, CA 92415-0832 PREMISES: 2,500 square feet of offices 14000 City Centre Drive, Chino Hills, CA 91709 TERM OF LEASE: Six (6) years with one (1) four-year option COMMENCEMENT DATE OF LEASE: April 1, 2009 ANNUAL COST: $1.00 full service COUNTY CONTRACT NUMBER: REV: 7/7/07 (110568.13) TYPED: 1/21/2009 Auditor/Controller-Recorder Use Only Contract Database FAS Input Date Keyed By Revised 1/13/2009 112/296 TABLE OF CONTENTS PARAGRAPH CAPTION PAGE, 1 PARTIES 1 2 PREMISES LEASED 1 3 TERM 1 4 RENT 2 5 EXPANSION OF RENTAL SPACE 2 6 OPTION TO EXTEND TERM 2 7 RETURN OF PREMISES 2 8 HOLDING OVER 2 9 TAXES 3 10 USE 3 11 HEALTH, SAFETY & FIRE CODE REQUIREMENTS 3 12 SIGNS 3 13 MAINTENANCE 3 14 ALTERATIONS 4 15 FIXTURES 4 16 UTILITIES 5 17 HOLD HARMLESS 5 18 INSURANCE 5 19 DESTRUCTION OF PREMISES 8 20 CITY'S DEFAULT 9 21 COUNTY'S REMEDIES ON CITY'S DEFAULT 9 22 COUNTY'S DEFAULT 9 23 CITY'S REMEDIES ON COUNTY'S DEFAULT 9 24 CITY'S ACCESS TO PREMISES 10 25 NOTICES 11 26 INCORPORATION OF PRIOR AGREEMENT 11 27 WAIVERS 12 28 AMENDMENTS 12 29 SUCCESSORS 12 30 SEVERABILITY 12 31 TIME OF ESSENCE 12 32 QUIET ENJOYMENT 12 33 PROVISIONS ARE COVENANTS & CONDITIONS 12 34 CONSENT 12 35 EXHIBITS 12 36 LAW 12 37 VENUE 12 38 ATTORNEYS' FEES AND COSTS 13 39 RESERVED 13 40 COUNTY'S RIGHT TO TERMINATE LEASE 13 Auditor/Controller-Recorder Use Only Contract Database FAS Input Date Keyed By Revised 1/13/2009 113/296 Table of Contents Page -2- 41 CITY'S IMPROVEMENTS 13 42 CAPTIONS, TABLE OF CONTENTS & COVER PAGE 14 43 SURVIVAL 14 44 FORMER COUNTY OFFICIALS 14 45 BROKER'S COMMISSIONS 15 46 ESTOPPEL CERTIFICATES 15 47 RESERVED 15 48 HAZARDOUS SUBSTANCES 15 49 PUBLIC RECORDS DISCLOSURE 16 50 CONDITION OF PREMISES 17 51 CONDEMNATION 17 52 MATERIAL MISREPRESENTATION 18 53 INTERPRETATIONS 18 54 AUTHORIZED SIGNTATORS 19 Exhibit "A", Premises Specifications Exhibit "B", Floor Plans Exhibit "C", List of Former County Officials Exhibit "D", Estoppel Certificate Im 114/296 LEASTAGREEMENT I. PARTIES: This lease ("Lease") is made between City of Chino Hills ("CITY"), and the County of San Bernardino ("COUNTY"), who agree as follows: 2. PREMISES LEASED: CITY leases to COUNTY and COUNTY leases from CITY 2,500 square feet of building, real property, and other improvements, with ten (10) parking spaces, including handicapped parking, located at 14000 City Centre Drive, Chino Hills, California 91709 ('Premises"), as described in Exhibit "B", Floor Plans. 3. TERM: a. Initial Tenn. The Lease's initial term ("Initial Term") shall commence on April 1, 2009 or as soon thereafter as the Improvements are completed ("Commencement Date") and end on March 31, 2015 ("Ending Date"), provided that all Improvements to be constricted by CITY pursuant to Paragraph 41, CITY IMPROVEMENTS, are substantially completed and are accepted by COUNTY. For the purposes of this Lease, "Substantially Completed" shall mean that the Premises can be used for their intended purposes and have been certified for occupancy by the entity that issued the building permits, notwithstanding that minor corrections and/or additions remain to be completed, it being understood that CITY shall promptly complete said corrections and/or additions. In the event the term commences prior to the Commencement Date as the result of COUNTY's election under subparagraph 3c, Early Possession, the Ending Date shall not be changed. b. Early Access. CITY shall allow the COUNTY early access ("Early Access") to the Premises at any time prior to the Commencement Date for the purpose of the COUNTY or its representatives installing communications equipment, modular furniture, alarms and such other items that the COI1N1'Y may reasonably desire and to inspect the status of the construction of the Improvements for the Premises. COUNTY shall exercise its Early Access rights at a time and in a manner that will not unreasonably interfere with CITY's construction of the Improvements. If COUNTY totally or partially occupies the Premises under this Early Access provision prior to the Commencement Date, the obligation to pay rent shall be abated for the period of the Early Access. All other terms of this Lease shall, however, be in effect during such period. Any such Early Access shall not affect the Commencement Date or the finding Date. C. Earlv Possession. The COUNTY may elect to totally or partially take possession of the Premises at any time prior to the scheduled Commencement Date ("Early Possession"). COUNTY shall exercise its Early Possession rights at a time and in a manner that will not unreasonably interfere with CI'TY's construction of the Improvements. If COUNTY totally or partially takes possession of the Premises under this Early Possession provision prior to the Commencement Date, the obligation to pay rent for only that portion of the Premises possessed shall commence for the period of such Early Possession. Such Early Possession shall not be considered as the COUNTY's acceptance of any portion of the Improvements as Substantially Completed. The COUNTY may vacate all or any portion it has possessed as Early Possession without in any manner affecting the Commencement Date, the Ending Date or any other portion of the Lease. All other terns of this Lease shall, however, be in effect during such period. Any such Early Possession shall not affect the Commencement Date or the Ending Date. 1 115/296 d. Delav in Possession. CITY agrees to use all commercially reasonable efforts to deliver possession of the Premises with all of the Improvements Substantially Completed to COUNTY by the Commencement Date. If as a result of causes beyond CITY's reasonable control, CITY is unable to deliver possession as agreed, this Lease shall not be voidable, nor shall such failure affect the validity of this Lease. If possession is not delivered within ninety 90) days after the Commencement Date, COUNTY can elect to terminate this Lease by giving written notice to CITY at any time before CITY delivers possession of the Premises to COUNTY. If COUNTY elects to terminate this Lease pursuant to this provision, COUNTY shall be discharged of all obligations under this Lease except for reimbursing the City for all the Improvements.. 4. RENT: a. COUNTY shall pay to CITY the following annual rental payments, commencing when the term commences, continuing during the term: April 1, 2009 thru March 31, 2015 - annual payment of $1.00. b. Rent for any partial month shall be prorated based on the actual number of days of the month. CITY shall accept all rent and other payments from COUNTY under this Lease via electronic funds transfer (EFT) directly deposited into the CITY's designated checking or other bank account. CITY shall promptly comply with directions and accurately complete forms provided by COUNTY required to process EFT payments. 5. EXPANSION OF RENTAL SPACE: There is no expansion space available in this Lease. 6. OPTION TO EXTEND TERM: a. CITY gives COUNTY the option to extend the term of the Lease on the same provisions and conditions, except for the annual rent, for one (1) four-year period ("extended term") following expiration of the Initial Term, by COUNTY giving notice of its intention to exercise the option to CITY prior to the expiration of the preceding term or during any holding over pursuant to Paragraph 8, 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. 7. 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. 8. HOLDING OVER: In the event the COUNTY shall hold over and continue to occupy the Premises with the consent of the CITY, 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. 2 116/296 9. 'TAXES: CITY shall pay all real property taxes, and general and special assessments levied and assessed against the Premises. 10. USE: COUNTY shall occupy and use the Premises during the term hereof for the purposes of providing the primary office space for the County Supervisor (4'h District) and the Supervisor's direct office staff. In the event the County Supervisor ceases using the Premises for the Supervisor's primary office then this Lease shall be deemed terminated. 11. HEALTH, SAFETY AND FIRE CODE REOUIREMENTS; As a condition precedent to the existence of this Lease, CITY, at its sole expense will ensure the Premises meet the applicable requirements of all Health, Safety, Fire and Building Codes, statutes, regulations and ordinances for public and govermnental buildings, including any requirements for a notice of completion, certificate of occupancy, California Title 24 requirements and the Americans with Disabilities Act ("ADA"). Specifically, CITY must ensure there is an accessible path of travel from public transportation to the Premises pursuant to Title 24. Additionally, CITY warrants that any improvements on or in the Premises which have been constructed or installed by CITY or with CITY's consent or at CITY's direction shall comply with all applicable covenants or restrictions of record and applicable Codes, statutes, regulations and ordinances in effect on the Commencement Date. CITY also warrants to COUNTY that CITY has no knowledge of any claim having been made by any governmental agency that a violation or violations of applicable Codes, statutes, regulations, or ordinances exist with regard to the Premises as of the Commencement Date. Should the continued occupancy of the Premises be in any way prejudiced or prevented due to changes in the ADA or the Health, Safety, Fire and Building Codes, statutes, regulations or ordinances for public and governmental buildings, the CITY shall correct, update and comply with said changes at CITY's cost. 12, SIGN'S: COUNTY will only be allowed to display a stenciled sign on the window of the Premises words that identify the Premises as the Offices of the County Supervisor. The sign shall be consistent with the sign plan for the City Hall building of which the Premises is a part of and the City Manager shall have the right to approve of the proposed sign. No political signs shall be allowed to be displayed on the Premises. 13. MAINTENANCE: a. CTI'Y 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 CITY lying outside the Premises; and, 117/296 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; and, 5) The grounds, including all parking areas and outside lighting, grass, trees, shrubbery and other flora; and, b) The servicing of fire extinguishers or any other fire suppression equipment attached to the facility; and, 7) Interior maintenance and janitorial services. Janitorial services must be performed in a workman -like manner by a licensed and qualified independent janitorial contractor. CITY shall perform interior maintenance and janitorial services at a time and in a manner that will cause the least possible inconvenience, annoyance, or disturbance to COUNTY. b. Without in any way affecting CITY'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 CITY by the COUNTY, the COUNTY may request specific maintenance or repairs. Any such request may be made orally, by telephone or otherwise. If, (a) COUNTY gives notice to CITY of a condition requiring maintenance or repairs, and CITY does not commence the performance of its maintenance or repair obligations within ten (10) 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 CITY, CITY 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 CITY's obligations. The sum expended by COUNTY shall be due from CITY 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 floor the date the sum was paid by COUNTY until COUNTY is reimbursed by CITY. If CITY 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 CITY receipts and/or documentation supporting the amount withheld. 14. ALTERATIONS: COUNTY shall not make any structural or exterior improvements or alterations to the Premises without CITY's consent. Any such alterations shall remain on and be surrendered with the Premises on expiration or termination of the Lease. 15. 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 tern(,-) of this Lease or within a reasonable time thereafter, provided that the COUNTY restores the Premises to the condition as 0 118/296 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 CITY, 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 CITY to be effective. 16. UTILITIES: CITY 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. COUNTY shall furnish and pay for security, vending machines and its own telephone service including pay telephones. 17. HOLD HARMLESS: a. The CITY agrees to indemnify, defend (with counsel approved by COUNTY) and told harmless the COUNTY, its authorized officers, agents, volunteers and employees, from any and all claims, demands, actions, losses, damages, liability, and/or for any costs or expenses incurred by the COUNTY arising out of. (a) any improvements constructed by the CITY pursuant to the Lease; (b) the CITY's acts and omissions in connection with its ownership of the property; (c) the use of common areas and leasehold spaces other than the Premises; and (d) toxic waste and environmental contamination not resulting fi-om the COUNTY's use of the Premises, except where such indemnification is prohibited by law. The CITY's indemnification obligation applies to the COUNTY's "active" as well. as "passive" negligence, but does not apply to the COUNTY's "sole negligence" or "willful misconduct" within the meaning of Civil Code section 2782. The CITY's indemnification obligation shall survive the COUNTY's tenancy. The insurance provisions in Paragraph 18, INSURANCE, shall not be interpreted in a manner that limits the indemnification obligation. b. The COUNTY agrees to indemnify and hold harmless the CITY, and its officers, employees, agents and volunteers from any and all damages for injury to persons and damage to property arising out of the sole negligence of the COUNTY, its officers, employees, agents, or volunteers in connection with this contract. C. In the event COUNTY and/or the CITY is found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under the Lease, the COUNTY and/or CITY shall indemnify the other to the extent of its comparative fault. d. Furthermore, if the COUNTY or CITY attempts to seek recovery from the other for Workers' Compensation benefits paid to an employee, the COUNTY and CITY agree that any alleged negligence of the employee shall not be construed against the employer of that employee. 18. INSURANCE: a. CITY and COUNTY are self-insured public entities for purposes of professional liability, general liability and workers' compensation. CITY and COUNTY each warrant that through its programs of self-insurance, cacti has adequate professional liability, general liability and workers' compensation to provide coverage for liabilities arising out of CITY's and COUNTY's respective obligations under this Agreement. 5 119/296 b. If CITY performs any construction of the Premises, C.:ITY shall also procure and maintain coverages as follows: 1. For construction contracts for projects over One Million Dollars 1,000,000) and less than Three Million Dollars ($3,000, 000) require limits of not less than Three Million Dollars in General Liability and Auto Liability coverage. 2. For construction contracts for projects over Three Million Dollars 3,000,000) and less than Five Million Dollars ($5,000,000) require limits of not less than Five Million Dollars ($5,000,000) in General Liability and Auto Liability coverage. 3. For construction contracts for projects over Five Million Dollars 5,000,000) and less than Ten Million Dollars ($10,000,000) require limits of not less than Ten Million Dollars (10,000,000) in General Liability and Auto Liability coverage. C. Continuina ProductslComnleted Onerations Liabilitv Insurance with a limit of not less that Five Million Dollars ($5,000,000) for each occurrence for at least three (3) years following substantial completion of the work on projects over One Million Dollars 1,000,000). d. Subcontractor Insurance Requirements. The CITY agrees to require all parties or subcontractors, including architects or others it hires or contracts with related to the performance of this contract to provide insurance covering the contracted operation with the basic requirements for all contracts in B1 and the insurance sections for all contracts in B2, including waiver of subrogation rights) and naming the COUNTY as an additional insured. The CITY agrees to monitor and review all such coverage and assumes all responsibility ensuring that such coverage is provided as required here. e. Course of Construction/Installation (Builder's Risk)- property insurance providing all risk, including theft coverage for all property and materials to be used on the project. The insurance policy shall not have any coinsurance penalty. f Additional Insured — All policies, except for the Workers' Compensation, shall contain endorsements naming the COUNTY and their officers, employees, agents and volunteers as additional insureds with respect to liabilities arising out of the use under this lease hereunder. The additional insured endorsements shall not limit the scope of coverage for the COUNTY to vicarious liability but shall allow coverage for the COUNTY to the full extent provided by the policy. Such additional insured coverage shall be at least as broad as Additional Insured (Form B) endorsement form ISO, CG 2010.11 85. g. Waiver of Subrouation Riehts — The CITY shall require the carriers of required coverages to waive all rights of subrogation against the COUNTY, their officers, employees, agents, volunteers, contractors and subcontractors. All general or auto liability insurance coverage provided shall not prohibit the CITY and CITY's employees or agents from waiving the right of subrogation prior to a loss or claim. The CITY hereby waives all rights of subrogation against the COUNTY. 6 120/296 h. Policies Primary and Non -Contributory — All policies required herein are to be primary and non-contributory with any insurance or self-insurance programs carried or administered by the COUNTY. i. Severabilitv of Interests — The CITY agrees to ensure that coverage provided to meet these requirements is applicable separately to each insured and there will be no cross liability exclusions that preclude coverage for suits between the CITY and the COUNTY or between the COUNTY and any other insured or additional insured under the policy. j. Proof of Coverage — The CITY shall furnish Certificates of Insurance to the San Bernardino Real Estate Services Department (RESD) administering the lease evidencing the insurance coverage, including endorsements, as required, prior to 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 RESD, and CITY shall maintain such insurance from the time CITY commences use under the lease hereunder until the end of the period of the lease. Within fifteen (15) days of the commencement of this contract, the CITY shall furnish a copy of the Declaration page for all applicable policies and will provide complete certified copies of the policies and endorsements immediately upon request. k. 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 CITY. 1. Acceptability of Insurance Carrier — Unless otherwise approved by Risk Management, insurance shall be written by insurers authorized to do business in the State of California and with a minimum "Best" Insurance Guide rating of "A -VII". in. Deductibles and Self -Insured Retention — Any and all deductibles or self- insured retentions in excess of Ten Thousand Dollars ($10,000) shall be declared to and approved by Risk Management. n. Failure to Procure Coverage — In the event that any policy of insurance required under this contract does not comply with the requirements, is not procured, or is canceled and not replaced, the COUNTY has the right but not the obligation or duty to cancel the contract or obtain insurance if it deems necessary and any premiums paid by the COUNTY will be promptly reimbursed by the CITY or COUNTY payments to the CITY will be reduced to pay for COUNTY purchased insurance. o. Insurance Review — Insurance requirements are subject to periodic review by the COUNTY. The Director of Risk Management or designee is authorized, but not required, to reduce, waive or suspend any insurance requirements whenever Risk Management determines that any of the required insurance is not available, is unreasonably priced, or is not needed to protect the interests of the COUNTY. In addition, if the Department of Risk Management determines that heretofore unreasonably priced or unavailable types of insurance coverage or coverage limits becomes reasonably priced or available, the Director of Risk Management or designee is authorized, but not required, to change the above insurance requirements to require 7 121/296 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. I. Any change requiring additional types of insurance coverage or higher coverage limits must be made by amendment to this contract. CITY agrees to execute any such amendment within thirty (30) days of receipt. 2. Any failure, actual or alleged, on the part of the COUNTY to monitor or enforce compliance with any of the insurance and indemnification requirements will not be deemed as a waiver of any rights on the part of the COUNTY. I9. DESTRUCTION OF PREMISES: a. During the tern of this Lease, if any casualty renders a portion of the Premises unusable for the purpose intended, then CITY shall, at CITY'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. If CITY does not commence the restoration of the Premises in a substantial and meaningful way within thirty (30) days following the CITY's receipt of written notice of the casualty, or should CITY fail to diligently pursue completion of the restoration of the Premises, or if the time required to restore the Premises is estimated to exceed ninety (90) days, COUNTY may, at its option, terminate this Lease immediately upon written notice to the CITY. If COUNTY elects to terminate this Lease pursuant to this provision, COUNTY shall be discharged of all future obligations under this Lease. Alternatively, if CITY fails to commence the restoration of the Premises or fails to diligently pursue the completion of the restoration as aforesaid, COUNTY may, at its option and in its sole discretion, after notice to CITY, perform CITY's obligations and restore the Premises. If COUNTY elects to restore the Premises, COUNTY shall have the right to be reimbursed for all sums it actually and reasonably expends including charges for COUNTY employees and equipment) in the performance of CfIY's obligations. The sum paid by COUNTY shall be due from CITY to COUNTY within five (S) 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 CITY. if CITY 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 Cease. COUNTY shall forward to CITY receipts and/or documentation supporting the amount withheld. For the purposes of this paragraph, the phrase commence . . . in a substantial and meaningful way" shall mean either the unconditional authorization of the preparation of the required plans, the issuance of any required Building Permits or the beginning of the actual work on the Premises. b. 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, CITY agrees to use any and all insurance proceeds received for said destruction in the restoration of the Premises. N 122/296 C. In the event CITY is requires{ to restore the Premises as provided in this paragraph, CITY shall restore, at CITY's expense, any structural or exterior improvements or alterations to the Premises made by COUNTY pursuant to Paragraph 14, 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 15, FIXTURES, of this Lease. d. 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. 20. CITY'S DEFAULT: Except where another time limit is specifically provided, CITY shall be in default of this Lease if CITY fails or refuses to perforin any material provisions of this Lease and such failure or refusal to perform is not cured within thirty (30) days following CITY's receipt of written notice of default from COUNTY. If the default cannot reasonably be cured within thirty (30) days, CITY shall not be in default of this Lease if CITY commences to cure the default within the thirty (30) day period and diligently and in good faith continues to cure the default. 21. COUNTY'S REMEDIES ON CITY'S DEFAULT: COUNTY, at anytime after CITY is in default, can terminate this Lease immediately upon written notice to CITY or can cure the default at CITY's cost. If COUNIY at any time, by reason of CITY'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 CITY to COUNTY within five (5) days of notice of such sum, and if paid at a later dale 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 CITY. 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. 22. 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 period of thirty (30) days after notice by CITY 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. 23. CITY'S REMEDIES ON COUNTY'S DEFAULT: E 123/296 a. In the event of any default by COUNTY, which is not cured by COUNTY, CITY 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 tenmination of the Lease for default pursuant to this paragraph, CITY 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 CITY 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 CITY proves could not have been reasonably avoided; and, 4) Any other amount necessary to compensate CITY for all detriment proximately caused by COUNTY's default which CITY proves could not have been reasonably avoided. 5) "The worth, at the time of the award," as used in subparagraphs a(I) and a(2) of this paragraph, is to be computed by allowing interest at the rnaxhnurn 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 (I%), b. Notwithstanding subparagraph a, above, on any termination of the Lease for default pursuant to this paragraph, the amount CITY 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 CITY would have been entitled to receive had the COUNTY terminated the Lease under Paragraph 40, COUNTY'S RIGHT TO TERMINATE LEASE, 24. CITY'S ACCESS TO PREMISES: CITY 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 CITY has the right or obligation to perform; and, C. To serve, post, or keep posted any notices required by law; and, 10 124/296 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. CITY 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. 25. 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 paragaph. CITY's address: City of Chino Hills Attention: City Clerk 14000 City Centre Drive Chino hills, CA 91709 COUNTY's address: County of San Bernardino 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 CITY assigns or transfers a non -controlling interest of its rights in the Premises to a third party, CITY 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 CITY assigns or transfers a controlling interest of its rights in the Premises to a third party, CITY must 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 ()5) 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 18, INSURANCE. I 125/296 26. INCORPORATION OF PRIOR AGREEMENT, ']'his 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. 27. 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. 28. AMENDMENTS: No provision of this Lease may be amended or added to except by au agreement in writing signed by the parties hereto or their respective successor in interest, expressing by its terms an intention to modify this Lease. 29. SUCCESSORS: This Lease shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors, and assigns of the parties hereto. 34. 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 31. 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. 32. QUIET ENJOYMENT: Subject to the provisions of this Lease and conditioned upon performance of all the provisions to be performed by COUNTY hereunder, CITY shall secure to COUNTY during the Lease term the quiet and peaceful possession of the Premises and all right and privilege appertaining thereto. 33. 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. 34. CONSENT: Whenever consent or approval of either party is required that party shall not unreasonably withhold, condition or delay such consent or approval. 35. EXHIBITS: All exhibits referred to are attached to this Lease and incorporated by reference. 36. LAW: This Lease shall be construed and interpreted in accordance with the laws of the State of California. 37. 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 Superior Court of California, County of San Bernardino, San Bernardino District. Each party hereby waives any law, statute 12 126/296 including but not limited to Code of Civil Procedure section 394), or rule of court that would allow them to request or demand a change of venue. If any third party brings an action or claim concerning this Lease, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, County of San Bernardino, San Bernardino District. 38. 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 17, HOLD HARMLESS, Paragraph 48, HAZARDOUS SUBSTANCES, and Paragraph 49, PUBLIC RECORDS DISCLOSURE. 39. RESERVED: 40. COUNTY'S RIGHT TO TERMINATE LEASE: The COUNTY shall have the right to terminate this Lease at any time whenever COUNTY, in its sole discretion, determines it would be in COUNTY's best interests to terminate this Lease. COUNTY shall give CITY notice of any termination pursuant to this paragraph at least ninety (90) days prior to the date of termination. Upon termination, all constructed Tenant Improvements as detailed in Exhibit "A", shall be surrendered to the CITY. The CITY, at its discretion, may require the COUNTY to remove the Tenant Improvements as detailed in Exhibit "A" and restore the Premises at the sole expense of the COUNTY. a. If the CITY has completed any agreed upon Improvements for COUNTY under Paragraph 41, CITY'S IMPROVEMENTS, the CITY shall be entitled to be reimbursed for that portion of the Improvements which have been completed and which have not been amortized on the date of termination. 41. CITY'S IMPROVEMENTS: a. CITY, at the County's cost, agrees to make the improvements to the Premises set forth in Exhibit "A", Premises Specifications ("Improvements"). The Improvements shall be completed by the Commencement Date or soon thereafter as practicable. CITY shall, within ninety (90) days after the Commencement Date (or within ninety [90] days of any termination date if the termination date is prior to the Commencement Date), provide COUNTY receipts, invoices and other billing and/or accounting information necessary to verify the cost of all Improvements. The costs of all Improvements made by CITY pursuant to this paragraph shall be paid in full upon completion and acceptance by the COUNTY even if the County decides not to occupy the Premises and/or terminates the Lease. b. CITY understands and agrees that from the time that this agreement is executed tlu-ough the completion of the Improvements pursuant to Exhibit "A", Premises Specifications, and acceptance of the improved Premises by COUNTY, CITY shall not assign or transfer a controlling interest in the Premises to a third party, without COUNTY's prior review and approval. 13 127/296 1) CITY understands and agrees to provide to COUNTY all documents and relevant information concerning any proposed transfer. COUNTY will have ten (10) COUNTY working days after receiving all such documents and information to complete its review. Upon COUNTY approval of an assignment or transfer, the parties shall irr mediately execute an amendment to this Lease stating the change of ownership of the Premises. C. CITY understands and agrees not to make any modifications to the improvement plans and specifications as set forth in Exhibit "A", Premises Specifications, without first obtaining approval in the form of an amendment to this Lease. Any changes to these plans and specifications, without first acquiring said approval, will be at the expense of the CITY and not the COUNTY. d. In the event CITY contracts for the construction of any portion of the Improvements set forth in Exhibit "A", Premises Specifications, CITY shall comply with the applicable portions of Labor Code Section 1720.2 and 1770 et sea. regarding general prevailing wages. e. CITY and COUNTY agree that the Improvements are projected to be constructed, completed and certified for occupancy by the City of Chino hills by April 15, 2009, and that the COUNTY must be able to occupy the improved Premises no later than April 30, 2009. f. CITY agrees that should the COUNTY not be able to occupy the improved Premises due to the CITY's failure to complete the Improvements set forth in Exhibit "A" by April 30, 2009, the COUNTY may elect to terminate this Lease. Any such election to terminate by the COUNTY must be m writing and given to CITY within ten (10) COUN"T"Y working days of the missed Critical Completion Date, and before the CITY completes the element and notifies the COUNTY of such completion. g. Notwithstanding subparagraphs "c", and "f", above, in the event CITY, after exercising all due diligence, is unable to meet the above mentioned Critical Completion Date due to reasons which CITY proves are outside the control of CITY, such reasons include but are not limited to acts of God, unreasonable acts of governmental agencies causing unavoidable delays (the nornial and reasonable times for review, action and reasonably anticipated delays by governmental agencies are already included in the timing of the Critical Completion Date), strikes, or labor troubles, then the Critical Completion Date shall be extended for a period equivalent to the period of such delay. 1) As soon as CITY becomes aware, or should in the exercise of due diligence have become aware of any facts or circumstances that may or will cause such a delay, CITY shall immediately notify COUNTY of any such delay or anticipated delay. 42. 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. 43. SURVIVAL: The obligations of the parties that, by their nature, continue beyond the term of this Lease, will survive the termination of this Lease. 14 128/296 44. FORMER COUNTY OFFICIALS: CITY agrees to provide or has already provided information on former COUNTY administrative officials (as defined below) who are employed by or represent CITY. The information provided includes a list of former COUNTY administrative officials who terminated COUNTY employment within the last five years and who arc now officers, principals, partners, associates or members of the business. The information should also include the employment and/or representative capacity and the dates these individuals began employment with or representation of your business. 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 of'ficer'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 "C", List of Fortner County Officials.) 45, BROKER'S COMMISSIONS: CITY is solely responsible for the payment of any commissions to any broker who has negotiated or otherwise provided services in connection with this [.ease. 46. ESTOPPEL CERTIFICATES:, Each party within thirty (34) days after notice from the other party, shall execute and deliver to other party, in recordable form, a certificate stating that this Lease is unmodified and in fzdl force and effect, or in full force and effect as modified, and stating the modifications. The certificate also shall state the amount of minimum monthly rent, the dates to which the rent has been paid in advance, the amount of any security deposit or prepaid rent, and that there are no uncured defaults or specifying in reasonable detail the nature of any uncured default claimed. Failure to deliver the certificate within thirty (30) days shall be conclusive upon the party requesting the certificate and any successor to the party requesting the certificate, that this Lease is in full force and effect and has not been modified except as may be represented by the party requesting the certificate, and that there are no uncured defaults on the part of the party requesting the certificate. The estoppel certificate shall be in the form as shown in Exhibit "D", Estoppel Certificate. 47. RESERVED. 48. HAZARDOUS SUBSTANCES: a. CITY hereby represents and warrants that, to the best of CITY's 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 CITY 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. 15 129/296 b. CITY 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. Additionally, the issuance of an order by any governmental authority directing the CITY or any of CITY's other tenants or licensees on the property of which the Premises forms a part to cease and desist any illegal action in connection with a hazardous Substance, or to remediate a contaminated condition caused by the CITY or any person acting under CITY's direct control and authority is a breach of this Contract, and CITY shall be responsible for all costs and expenses of complying with such order, including any and all expenses imposed on or incurred by COUNTY in connection with or in response to such order. CITY's obligations under this paragraph shall include, but shall not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by COUN'T'Y, and the cost of investigation, removal, remediation, restoration and/or abatement thereof. CITY'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 CITY shall release CITY 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 CITY 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. 49. PUBLIC RECORDS DISCLOSURE: All information received by the COUNTY from the CITY 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 seg. (the "Public Records Act"). CITY 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. hr the event a request for disclosure of any part or all of any information which a CITY has reasonably requested COUNTY to hold in confidence is made to the 16 130/296 COUNTY, the COUNTY shall notify the CITY of the request and shall thereafter disclose the requested information unless the CITY, 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 bannless in any/all actions brought to require disclosure. CITY waives any and all claims for damages, lost profits, or other injuries of any and all kinds in the event COUNTY fails to notify CITY of any such disclosure request and/or releases any information concerning this Lease received from the CITY or any other source. 50. CONDITION OF PREMISES: CITY shall deliver the Premises to COUNTY clean and free of debris on the Commencement Date and warrants to COUNTY that the plumbing, electrical systems, fire sprinkler system, lighting, air conditioning and heating systems and loading doors, if any, in the Premises shall be in good operating condition on the Commencement Date. 51. 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 potion 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 CITY 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, CITY shall repair any damage to the 17 131/296 Premises caused by such condemnation authority pursuant to Paragraph 13, MAINTENANCE, and Paragraph 19, DESTRUCTION OF PREMISES. 52. MATERIAL MISREPRESENTATION: If during the course of the administration of this lease, the COUNTY determines that the CITY 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. 53. INTERPRETATIONS: As this Lease was jointly prepared by both parties, the language in all parts of this Lease shall be construed, in all cases, according to its fair meaning, and not for or against either party hereto. THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK M 132/296 54. AUTHORIZED SIGNATORS: Both parties to this Lease represent that the signatory executing this document are fully authorized to enter into this agreement. END OF LEASE TERMS. COUNT F SAN BE I P L Gary C. bvitt,,Jairman, Board of Supervisors Date: JAN 2 7 2009 SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT Date: JAN 2 7 2009 Approved as to Legal Form: f CHINO HILLS By: e _- Peter Rogers V Title: Mayor Date: • f d, -.o®? Attest: By: a ll&z— Mary M. I6uffee, City Clerk Date: Z4 J 1®, 26"j s s Approved as to Form: RUTH E. STRINGER, County Counsel San Bernardino County, California By: By: Oym Mark D.'Hensley, City Attorney ' 1 Alan Green, Deputy Date: 2009 Date: /0 i 110568.13 19 133/296 EXFIIBIT "A" - PREMISES SPECIFICATIONS I . Construct two additional offices approximately 10' X 12'. Actual size and location to be determined by modular furniture plan to maximize effective use of space. Plan to be approved by County prior to construction. 2. Reconfigure entrances and doorways to existing hardwall offices per Floor Plan (Exhibit `B" attached) 3. Add two (2) pocket door to access conference room from Supervisors" and Chief of Staff's office. 4. Electrical outlets, telecommunication conduits and overhead lighting as needed based on size and shape of new offices to be constructed. 5. Accoustical wall treatment for conference room, existing hardwall offices and new offices to be constructed. 134/296 PARTIAL FIRST LEVEL LEASE SPACE LIGHTING PLAN 101 4 I = -T----_-- i 11------_--- 6,, CONFERENCE ,lid 01 n 1 At6L-xABa IF=7 I az. y —, OPENOFPOE MCE I L+ 0 717 PARTIAL FIRST LEVEL LEASE SPACE POWER & SIGNAL PLAN 02 IWLID OTAT ELECiRiCAL tsTm OEY 8aJc 1.E L6` I o I P 94912614001 F 949 260.1190 E Ipa@lpalnc.cOm W wmlpalrw.c m w E al F d (9Q E SNo. E15910 C b E+p 12/31/09 E I. Fa nai aR`J EJ C O r.nn> mix» pantyI15(a 1ffiEN'mvfae-f.F1QQPi» wvtam.mime LL U= cram. eveama . gq' wrmm wrya.rm r.rmr r. r®wme• yr Ca'rwmmrrra. igfm o w+ms YPalSmrrramm wr pansrrww.mdmr m° a.m.m I — w d (9QV C b E EJ C Orm LL U= ncr5C) Ua-. U o N 135/296 EXHIBIT "C" 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 CITY, the date the Official entered CITY's employment and/or representation. OFFICIAL'S NAME: REQUIRED INFORMATION 136/296 M Re: EXHIBIT "D" - ESTOPPEL CERTIFICATE address) (city) The undersigned ("County") hereby certifies as follows: Date: 1. County is in possession of , , California (the "Premises"). County leases the Premises under a written Lease agreement dated 20_, Lease Agreement No. (the "Lease"), wherein County is the lessee or tenant, and , ("Owner") is the lessor or landlord. 2. The Lease is in full force and effect and has not been amended, supplemented or changed, except as follows: 3. The term of the Lease commenced on 20 , and is scheduled to expire , 20 . County has no right or option to renew or extend the term of the Lease except as to the following: (__) -year options. month. 4. County's current monthly rental is $ , payable on the last day of each 5. County currently has no security deposit with Owner. 6. County is not in default under the terms of the Lease and no condition exists which, with the passage of time or the giving of notice, or both, would constitute such a default. To the best of County's knowledge, Owner is not in default under the terms of the Lease, and no condition exists which, with the passage of time or the giving notice, or both, would constitute such a default. 7. County hereby certifies that the foregoing is true and correct. Director Real Estate Services Department 1 137/296 3 -s` - ,; pGI ' — la 7 i y xu xfw-"' i uu L •,' ` -=iz)1 , w ail:r'2: m4LIf _ F d3Tft. '—y` 6 4asT -ri .,f -; } ` I m I-g ` iiiiA . 4 'ea . t o +:e,a fraiii :1 . . rc 1 i— iy F14l,! fs i[ rurrap y,i ! t o y i 'l i e x y y1CLL nn vu tnn*,u i . ,_": a, E t^ i. A e yK x ` , 3 Y ff . I 1 G _` ,.!1 1 j yf yYtV 4 '" :-_J,uSY. I_KI, c' joT+ m m t. m0 a j P i,.[r{.! t 1 1CJ )r+ Ylli-4 r ' r a 1 zrk.'iY / A-' o 1 s { 1 . . , at j1 6 i I Ij rc !f' jf Jt 'i.iS v:h2 F l i" 7' y.f lJ"di, __ ` iV .x . 1. .£ f; t S} k 4 h G! 5t - 5'S i { f\ f , v f 3 f fo4a,.el-- "'r' I x„ rf 1 zi fw f'` l.` a .1 1 . F+'- ° r$ 6 —l. d,4 '` a / -* v 1 y, -y . t ;, ty j t. z n Y-.Ya - t , H f . $s 4 : L , y c t "" f --4 t. t S 1 ! 4 i ` R ! 3 - V ''i r 1 y .--- 1 J in E+. , y e l 1 1.. 9" J i Wy ]j `• t- I` .j . r 5 F- FM • i•. v ' P L .. A r $. I. 4 >, a .. 1 5 W -`' f t I r. " F `3 y u " 4 a cp 1 u sF.F tr , y T '. 4 I ' 4: Gr• tit t' 3f W 12wL.`hn I rl' qf-`c ', i I-K 1 . . . W a Y t L A 4T 0 jT\ x.! yjR +p I = _, s L. s r/] a l(. d_ .-i te "! j } : I.. '' o Y}, "PJL".el'. C93. 4`_{ J l! ` a 3i ffi[ f d. y s j! f eJ ,a i l t 3 ya4 a• I . l ( Z+ ^ .__. r E f ` 7 q/ I r ) r IIC IL f h f IM s' 6, i ,: S-: xr ,+ ` .( - 1 1y,F g t € C' c l . - rr , f 5` t.. t r i' y "r >? ` r `1 =_% t' "; E , e '., r 'T _ o _ !ki j ' c ` r rr ' 1 3 o, k (`i Y, 1 L. J f- o 3 y ! 4 t l a t Y_t, fj 40E ! ,' i,i Y/ r - V . h.• v ., i ; i 1 y. xi, r` ;3 ..L! o c.' ' fi , r t a - i, r r 7 ar t 4.y____ a.\: _ c i . Y,< * 1..¢. a r- .. y=rq,y r.., c i _ i t ? µS t, 3 c .', 1::. ." y _s13 ` .,_,. 7\ y ir"_ s z 0'' E d } t C . i i y/f I sg.- V' J ! 7 t i! 1 i'y ` t.l" l 1 .`.:` t t y . t t t f.E 1 47 \1 i. E : tl a9....j r `,,n:. : ly r. ` F , I l C' n 3''ir , f r Q 1l OZ t ti J . a f %tj4 y i" oI t. t' St3 l f I\h L 1 x F 3ti t_ 2 __`_.._. s=_`r x 138/296 Standard Contract Page 1 of 5 Real Estate Services Department Department Contract Representative Jeff Sorenson Telephone Number (909) 387-4866 Contractor City of Chino Hills Contractor Representative Konradt Bartlam Telephone Number (909) 264-2610 Contract Term 4/1/090 – 12/31/22 Original Contract Amount $10.00 Amendment Amount $4.00 Total Contract Amount $14.00 Cost Center GRC/PROJ/JOB No.30002581 Internal Order No. IT IS HEREBY AGREED AS FOLLOWS: WHEREAS, the County of San Bernardino (“COUNTY”), as tenant, and the City of Chino Hills (“CITY”), as landlord, entered into Lease Agreement No. 09-71 dated January 27, 2009, as amended by the First Amendment dated April 21, 2015 (collectively, the “Lease”) wherein the CITY leases to the COUNTY certain premises of approximately 2,500 square feet of office space and approximately 840 square feet of patio area (collectively, the “Premises”) at 14000 City Center Drive, Chino Hills, CA, as the Premises is more specifically described in the Lease, which Lease is currently scheduled to expire on December 31, 2018; and, WHEREAS, the COUNTY and CITY now desire to amend the Lease to extend the term of the Lease for four (4) years from January 1, 2019 to December 31, 2022, adjust the rental schedule, add one (1) five-year option to extend the term, and amend certain other terms and conditions of the Lease as more specifically set forth in this Second Amendment. NOW , THEREFORE, in consideration of mutual covenants and conditions, the parties hereto agree the Lease is amended as follows: 1.Effective as of January 1, 2019, DELETE in its entirety the existing Paragraph 3, TERM, and SUBSTITUTE therefore the following as a new Paragraph 3, TERM: 3.TERM: The term of the Lease shall be extended for four (4) years, commencing on January 1, 2019 and expiring on December 31, 2022 (the “Second Extended Term”). Contract Number 09-71 A-2 SAP Number 139/296 Revised 11/03/17 Page 2 of 5 2. Effective January 1, 2019, DELETE in its entirety the existing Paragraph 4, RENT, and SUBSTITUTE therefore the following as a new Paragraph 4, RENT: 4. RENT: a. COUNTY shall pay to CITY the following annual rental payments commencing January 1, 2019 and continuing during the remainder of the Second Extended Term: Lease Year Annual Rent January 1, 2019 thru December 31, 2019 $1.00 January 1, 2020 thru December 31, 2020 $1.00 January 1, 2021 thru December 31, 2021 $1.00 January 1, 2022 thru December 31, 2022 $1.00 b. Rent for any partial month shall be prorated based on the actual number of days of the month. CITY shall accept all rent and other payments from COUNTY under this Lease via electronic funds transfer (EFT) directly deposited into the CITY’s designated checking or other bank account. c. CITY has registered through San Bernardino County’s Electronic Procurement Network (ePro) system at https:/epro.sbcounty.gov/epro/ or the SAP system. 3. Effective as of January 1, 2019, DELETE in its entirety the existing Paragraph 6, OPTION TO EXTEND TERM, and SUBSTITUTE therefore the following as a new Paragraph 6, OPTION TO EXTEND TERM: 6. OPTION TO EXTEND TERM: CITY gives COUNTY the option to extend the term of the Lease on the same provisions and conditions, except for the annual rent, for one (1) four-year period (“extended term”) following expiration of the Second Extended Term, by COUNTY giving notice of its intention to exercise the option to CITY on or prior to the expiration of the Second Extended Term or during any holding over pursuant to Paragraph 8, HOLDING OVER. The annual rent for any extended term shall be adjusted by good faith negotiation of the parties to the fair market rental rate then prevailing for the Premises based upon the rental rates of comparable leased premises in the County of San Bernardino. If the parties have been unable to agree upon the said fair market rental rate for the Premises within five (5) months of the COUNTY’s notice to exercise an option for an extended term, said fair market rental rate shall be determined through arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If the fair market rental rate is determined by arbitration, the COUNTY has the right to terminate the Lease by giving terminat ion notice to the CITY within thirty (30) days of being notified of the new fair market rental rate. 4. Effective as of January 1, 2019, DELETE in its entirety the existing Paragraph 8, HOLDING OVER, and SUBSTITUTE therefore the following as a new Paragraph 8, HOLDING OVER: 8. HOLDING OVER: In the event that COUNTY continues to occupy the Premises after the expiration or earlier termination of the then current term of the Lease, COUNTY’s tenancy shall be on a month - to-month term on the same terms and conditions as the Lease, including, but not limited to, the annual rent for the Premises in effect as of the expiration or earlier termination of the Lease, pro -rated on a monthly basis. Notwithstanding anything to the contrary in the Lease, either party shall have the right to terminate the Lease during the holdover period by providing not less than ninety (90) days prior written notice to the other party. 5. Effective as of January 1, 2019, DELETE in its entirety the existing Paragraph 11, HEALTH, SAFETY, AND FIRE CODE REQUIREMENTS, and SUBSTITUTE therefore the following as a new Paragraph 11, HEALTH, SAFETY, AND FIRE CODE REQUIREMENTS: 11. HEALTH, SAFETY, AND FIRE CODE REQUIREMENTS: 140/296 Revised 11/03/17 Page 3 of 5 a. Compliance with Code Requirements: As a condition precedent to the existence of this Lease, CITY at its sole expense will ensure the Premises and the property on which it is situated meet the applicable requirements of all Health, Safety, Fire and Building Codes, statutes, regulations and ordinances for public and governmental buildings, including any requirements for a notice of completion, certificate of occupancy, California Title 24 requirements and the Americans with Disabilities Act (“ADA”). Specifically, CITY must ensure there is an accessible path of travel from public transportation to the Premises pursuant to Title 24. Additionally, CITY warrants that any improvements on or in the Premises and the property on which it is situated which have been constructed or installed by CITY or with CITY’s consent or at CITY’s direction shall comply with all applicable covenants or restrictions of record and applicable Codes, statutes, regulations and ordinances in effect on the Commencement Date. CITY also warrants to COUNTY that CITY has no knowledge of any claim having been made by any governmental agency that a violation or violations of applicable Codes, statutes, regulations, or ordinances exist with regard to the Premises as of the Commencement Date. Should the continued occupancy of the Premises be in any way prejudiced or prevented due to changes in the ADA of the continued occupancy of the Premises be in any way prejudiced or prevented due to changes in the ADA or the Health, Safety, Fire and Building Codes, statutes, regulations or ordinances for public and governmental buildings, the CITY shall correct, update and comply with said changes at CITY’s cost. b, Access Inspection: No inspection of the Premises and the property on which it is situated has been performed by a Certified Access Specialist in conjunction with this Lease. For avoidance of doubt, notwithstanding that an inspection of the Premises and the property on which it is situat ed has not been performed by a Certified Access Specialist, CITY’s obligations under Paragraph 11.A. shall remain unchanged. 6. Effective as of January 1, 2019, DELETE in its entirety the existing Paragraph 23, CITY’S REMEDIES ON COUNTY’S DEFAULT, and SUBSTITUTE therefore the following as a new Paragraph 23, CITY’S REMEDIES ON COUNTY’S DEFAULT: 23. CITY’S REMEDIES ON COUNTY’S DEFAULT: CITY may, at any time after COUNTY is in default beyond any applicable notice and cure period, exercise any and all remedies available pursuant to law or granted pursuant to the Lease; provided, however, that notwithstanding anything herein to the contrary, there shall be no right under any circumstances to accelerate the rent or other sums due or otherwise declare any rent or other sums due to be immediately payable. Each and every covenant hereof to be kept and performed by COUNTY is expressly made a condition and upon the default thereof CITY may, at its option, terminate the Lease, provided that CITY shall use reasonable efforts to mitigate its damages. In the event of such default beyond any applicable notice and cure period, COUNTY shall continue to remain liable for the payment of the rent, other sums due, and/or damages for default of the Lease; in which case, such rent, other sums, and/or damages shall be payable to CITY only at the same time and in the same manner as provided for the payment of rent. 7. Effective as of January 1, 2019, DELETE in its entirety the existing Paragraph 25, NOTICES, sub-paragraph a and SUBSTITUTE therefore the following as a new Paragraph 25, NOTICES, sub- paragraph a: 25. NOTICES: a. Any notice, demand, request, consent, approval or communication that either party desires or is required to give to the other party, including but not limited to, notices required under the California unlawful detainer statutes, or any other person shall be in writing and either served personally, delivered by a reputable overnight courier service, or sent by postage prepaid, first -class United States mail, certified or registered, return receipt requested. 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 addresses set forth below. Either party may change its address by notifying the other party of the change of address. Notices shall be deemed delivered upon the earlier of: (i) actual receipt if such notice is personally delivered; (ii) the date of delivery if such notice is delivered by a reputable overnight courier service; or (iii) the date of delivery or refusal of the addressee to accept delivery if such notice is sent by postage pre- 141/296 Revised 11/03/17 Page 4 of 5 paid, first-class United States mail, certified or registered, return receipt requested. Any notices received after 5 pm local time on a business shall be deemed delivered on the following business day. CITY’s address: City of Chino Hills Attention: City Clerk 14000 City Centre Drive Chino Hills, CA 91709 COUNTY’s address: County of San Bernardino Real Estate Services Department 385 North Arrowhead Avenue, Third Floor San Bernardino, CA 92415 8. Effective as of January 1, 2019, DELETE in its entirety the existing Paragraph 37, VENUE, and SUBSTITUTE therefore the following as a new Paragraph 37, VENUE: 37. VENUE: The parties acknowledge and agree that the Lease was entered into and intended to be performed in the County of San Bernardino, California. The parties agree that the venue for any action or claim brought by any party to the Lease will be the Superior Court of California, County of San Bernardino. Each party hereby waives any law, statute (including but not limited to Code of Civil Procedure section 394), or rule of court that would allow them to request or demand a change of venue. If any third party brings an action or claim concerning the Lease, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, County of San Bernardino. 9. Effective January 1, 2019, DELETE in its entirety the existing Paragraph 49, PUBLIC RECOREDS DISCLOSURE, and SUBSTITUTE therefore the following as a new Paragraph 49, PUBLIC RECORDS DISCLOSURE; CONFIDENTIALITY as follows: 49. PUBLIC RECORDS DISCLOSURE; CONFIDENITALITY: a. All information received by the COUNTY from the CITY 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”). CITY 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 an y part of all of any information which CITY has reasonably requested COUTNY to hold in confidence is made to the COUNTY, the COUNTY shall notify the CITY of the request and shall thereafter disclose the requested information unless the CITY, 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. CITY waives any and all claims for damages, lost profits, or other injuries of any and all kinds in the event COUNTY fails to notify CITY of any such disclosure request and/or releases any information concerning this Lease received from CITY or any other source. b. Confidentiality. CITY acknowledges that the premises will be used by COUNTY for the processing and storage of confidential information protected by unlawful access and disclosure by federal, state and local laws. COUNTY and its officers, agents, volunteers and employees, agree to comply with relevant federal, state and local laws pertaining to the security and protection of such confidential information while on the premises. CITY agrees that it will prevent any unlawful access to or disclosure of the confidential information by CITY, its officers, agents, volunteers, employees and contractors. CITY agrees that all entities with which CITY contracts to provide services on the premises will prevent any unlawful access or disclosure of the confidential information, and that said entities will agree to the same in writing. CITY acknowledges that any unlawful access to or disclosure of confidential information may result in the imposition of civil and criminal sanctions. 142/296 Revised 11/03/17 Page 5 of 5 END OF SECOND AMENDMENT. Approved as to Legal Form Reviewed for Contract Compliance Reviewed/Approved by Department Agnes Cheng, Deputy County Counsel Jim Miller, Real Property Manager, RESD Date Date Date COUNTY OF SAN BERNARDINO CITY OF CHINO HILLS By Robert A. Lovingood, Chairman, Board of Supervisors (Authorized signature - sign in blue ink) Dated: Name Konradt Bartlam SIGNED AND CERTIFIED THAT A COPY OF THIS (Print or type name of person signing contract) DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD Title City Manager Laura H. Welch Clerk of the Board of Supervisors of the County of San Bernardino (Print or Type) By Dated: Deputy Attest: Cheryl Balz, City Clerk Dated: Address: 14000 City Centre Drive Chino Hills, CA 91709 143/296 1 City of Chino Hills Conflict of Interest Form - Council Members Purpose: If you have a Conflict of Interest pursuant to Gov't. Code sec. 87100 et seq., that precludes you from participating in discussion of or voting on an item on the Agenda, please complete this form. Instructions: If the item is on the Consent Calendar: 1) publicly announce the reason for your abstention, 2) prior to the vote complete and provide this form to the City Clerk, and 3) you may remain in the meeting room. If the item is on the Discussion Calendar or a Public Hearing: 1) publicly announce the reason for your abstention, 2) prior to discussion of the item complete and provide this form to the City Clerk, and 3) leave the meeting room_ _ I. Council Member Information Council M7—, ber Name r 7C II. Financial Interest 1. 1 have a financial interest of ` i Meeting Date from/in vin az r -9 - and therefore I am abstaining from participation -on Agenda Item l-7 Subject:/F,.r�-gn�a�L 2. 1 have a financial interest of from/in U and therefore I am abstaining from participation on Agenda Item _ I, Subject: III. Signature Council Member Signature: Date: 1'2 -h112 -4 1;F Please remember to state the reason for your absten ion into the public record and turn in the completed form to the City Clerk prior to consideration of the agenda item(s). This form does not address all potential conflicts of interest. For example, Government Code Section 1090, which prohibits the City Council from approving any contract in which a Council Member has a defined financial interest, is not addressed in this form. Therefore, do not rely on this form to ensure you are in compliance with the law and consult with the City Attorney, the Fair Political Practices Commission and/or your private lawyer if any potential conflict of interest arises.