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Sheldon D. Gilbert, Fire Chief

ADMINISTRATION 835 E. 14th Street, Suite 200 San Leandro, CA 94577 (510) 618-3490 (510) 618-3445 Fax

EMS DIVISION 1426 164th Avenue San Leandro, CA 94578 (510) 618-3485 (510) 275-5915 Fax

TRAINING DIVISION 1426 164th Avenue San Leandro, CA 94578 (510) 618-3485 (510) 275-5915 Fax

FIRE PREVENTION OFFICES:

ALAMEDA COUNTY 224 W. Winton Avenue Hayward, CA 94544 (510) 670-5853 (510) 582-4347 Fax

CITY OF SAN LEANDRO 835 E. 14th Street San Leandro, CA 94577 (510)618-3490 (510)618-3445 Fax

CITY OF DUBLIN 100 Civic Plaza Dublin, CA 94568 (925) 833-6606 (925) 833-6628 Fax

._,.._---~----------

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

May 14,2009

Honorable Board of Supervisors County of Alameda 1221 Oak Street, Suite 536 Oakland, California 94612-4305

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. 900611

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. 900611. The term and payment of rent will begin upon completion oftenant improvements and the County's acceptance ofthe space, which is estimated to be January 1, 2010. The term would be January 1, 2010 through December 31, 2030. Total rent for six months in FY 2009-10 will be $552,955, and rent in FY 2010-11 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, 1430 164th 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

Honorable Board of Supervisors --2-- 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 - 200 units (+/-); San Ramon Valley - 150 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 of the lease:

• Lease Term: Twenty years with two options to extend the term of the lease for five years each at 95% of the 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 16-20.

• Tenant Improvements and Alterations: The Landlord is responsible for completing all Tenant Improvements and construction, the cost of which is included in the rent. All work shall be subject to review and approval by the County prior to the start of any of the 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$122,878.81 per month: one free month's rent each in year 5, year 10, year 15 and year 20 for a total of$491,515.24 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

Honorable Board of Supervisors --3-- 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 was for $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 2009-10 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 2009-10 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 . Nakao Fire Chief, Alameda County Fire Department lrector, General Services Agency

AKN/JH:rlp I:\BOARD LETTERS\REAL PROPERTY\LETTERS\ACFD 5-14-09.DOC

Attachments

cc: Susan S. Muranishi, County Administrator Patrick J. O'Connell, Auditor-Controller Richard E. Winnie, County Counsel

ORIGINAL COUNTY OF ALAMEDA

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:

PART ONE

BASIC LEASE PROVISIONS

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 of the 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: 528-34-1489

4. County: County of Alameda 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, 94568 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 941-0205-001-34, 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) of this Lease.

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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.

7. Rent:

A. Years 1 through 3 oftenn at: $92,159.11 per month.

Years 4 through 20 of tenn at: $122,878.81 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:

6400 Sierra Court Investors, LLC,

c/o Streamline,

7901 Stoneridge, Suite 205, Pleasanton, CA 94588

Telephone: 925-551-7040

Fax: 925-460-8201

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, 6th Floor,

Oakland, CA 94612

11. Moving: Lessor shall, at its sole cost, move the County's equipment pursuant to Exhibit C-5 from

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its current premises to the Premises in advance of the 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: 30.71 %.

13. Brokers Commissions:

As County has represented itself in 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 of Supervisors 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 of the 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 of this 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

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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.

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FIRE DEPARTMENT OPERATIONS CENTER - FULL SERVICE OFFICE LEASE

TABLE OF CONTENTS

1. PREMISES 8

2. TERM 8

3. RENT 10

4. DELIVERY AND ACCEPTANCE DATE 10

5. OPERATING COSTS AND SERVICES 11

6. HOLDOVER 14

7. AFTER HOURS USAGE 14

8. MAINTENANCE AND REPAIRS 14

9. FAILURE IN PERFORMANCE 15

10. LESSOR'S RIGHT OF ENTRy: 16

11. COUNTY'S RIGHT OF ENTRY 16

12. ALTERATIONS 17

13. COMPLIANCE WITH APPLICABLE LAW 17

14. ASSIGNMENT OF CLAIMS 18

15. HOLD HARMLESS: INDElVINIFY 18

16. INSURANCE: WAIVER OF SUBROGATION 19

17. SELF-INSURANCE BY COUNTY 20

. 18. DAMAGE OR DESTRUCTION 20

19. SUBORDINATION, NONDISTURBANCE AND ATTORNMENT 21

20. HAZARDOUS SUBSTANCES 23

21. MUTUALITY OF OBLIGATION 23

22. FORCE MAJEURE 23

23. COUNTY DEFAULT 23

24. COUNTY'S RIGIlT TO CURE DEFAULT 24

25. LESSOR REMEDIES UPON COUNTY DEFAULT 24

26. LESSOR DEFAULT ; 25

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27 CONDEMNATION _ 27

28. SUCCESSORS BOUND 28

29. SEVERABILITY 28

30. GOVERNING LAW AND VENUE 28

31. NO WAIVER 28

32. HEADINGS 29

33. STATEMENT OF LEASE 29

34. TIME OF PERFORMANCE ; 29

35. INTEGRATED AGREEMENT 30

36. PARKING yARD 30

37. FIRE TRUCKS 30

38. 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 LESSOR­COUNTY 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

EXHmIT E - PARKING YARD

EXHIBIT F - LOCATION OF RESERVED PARKING SPACES

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EXHIBIT G - JANITORIAL SPECIFICATIONS

7

LEASE PROVISIONS

PART TWO

1. PREMISES

The Lessor hereby leases to County and County leases from Lessor the Premises described in

Section 5 of the 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 of this Lease shall be effective between Lessor and County as of the

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 of County 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 of the 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.

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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 of the 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.

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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 of Utility 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 of the County under this Lease, its attachments, addenda, or

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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

of a 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 of the 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

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County's Percentage of Direct Expenses that exceed the Direct Expenses Base Year

(hereinafter defined). As used herein, "Direct Expenses Base Year" means months forty­

eight (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 12111 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

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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 of County'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 of the 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

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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 of five 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 of the parties set forth in Sections 3 and 5 above, Lessor

shall keep and maintain the office portion of the Premises and appurtenances and every part

of the office portion of the Premises, in good and sanitary order, condition and repair, and

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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

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

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 of this 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 of the 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

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 of financing 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 of the Premises, the conduct of the County's business or activities in or about

18

the Premises, or the negligent acts or omissions or willful misconduct of the 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 of any obligation on Lessor's part to be performed under the terms of this

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 of insurance 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 of this Lease, all risk or special form insurance for 100% of

the full replacement cost ofthe Premises and improvements made to the Premises by Lessor.

If the 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 of the 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 of subrogation. IfLessor's insurance covers more than one

property, Lessor shall provide the County with a letter from Lessor's insurance broker/carrier

19

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 94612

17. 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 self­

insure 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. If the Lease is not so terminated, in any instance pursuant to this Section 18,

20

the Rent will be reduced proportionately by supplemental agreement hereto effective from

the date of such 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 of the

Premises or the Building caused by the willful or negligent act or omission of the 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 of the 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 of a written demand, to execute such instruments as

Lessor may reasonably request to evidence further the subordination of this Lease to

any existing or future mortgage, deed of trust or other security interest pertaining to

the Premises, and to any water, sewer or access easement necessary or desirable to

21

serve the Premises or adjoining property owned in whole or in part by Lessor if such

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 of the

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.

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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 of this 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

days after receipt of written notice thereof by Lessor to the County.

A failure by the County to observe and perfonn any other provision of this 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 of the

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

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 of Rent due from the County is not received

by Lessor on or before twentieth (20th) 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 (20th) 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 of the following shall constitute a default by Lessor under this Lease:

25

1). Failure to maintain, repair, operate or service the Premises as and when

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. If the 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 of the 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.

R 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 of its 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

27

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.

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 of the 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 of such 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 of the termination, not less than ten (l0) days after the giving

of such notice, as fully and completely as if such 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

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

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 of any part hereof.

33. STATEMENT OF LEASE

A. The County will, within thirty (30) days following receipt of a 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

of the 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

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 of the same and seek County's approval

with respect to any improvements to be made. Upon completion of said 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 of the 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 non­

workshop/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

RICHARDE. CO T Cvu,u>D

By --1'-""'--_-/....----1-__-'-­ __

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 COUNTY OF ALAMEDA: a California Limited LiabilityJ:;ompany

By: By: _C~ Clair Robison

President, Board of Supervisors Its: Manager County of Alameda, State of California

Date: Date:

Approved as to Form

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 25103.

Date: By: _______, Clerk of the Board County ofAlameda, State of California

I\PROPERTYWORD\LEASES\ACFD OPS CENTER\LEASE AGREEMENT FINAL\5-15-09

31

EXHIBIT A SITE PLAN

(Attached)

32

--

... ~ AUCIDIlI P'ARKNI

SIERRA COURT_w _PARKING ANALYSIS----- .---.......... ­1~ __IIIlLOf===-=­...... ---........._. EXIllBIT "A" - SITE PLAN......... :.. ­--- .__o&_~=..=:'~•• .-._--­•

6400 SIERRA COURT001o.

--._-Ign PROPOSED EXTERIOR RENOVATION SITE PLAN

1,41, .. JOII PL.AIAMTOM wWw.ealde.I ••. CO. MAY 12. 2009

"?

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

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. If after 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 of payment.

6. Lessor shall, as part of Lessor's Work, install a meter or sub-meter for County's electrical usage.

34

EXHIBIT C-l SPACE PLAN

(Attached)

35

EXHIBIT C-2 List of Equipment to be Supplied by Lessor as Part ofthis Lease

Equipment Description Supplier

Stertil-KONI Model ST-1073-2FSF Mobile Lifts MME

Stertil-KONI Model ST-4175-8 HD 4 Post 2 Mobile Lift MME

KONECRANES, 3 7.5 - TON Overhead Travelling Crane Inc

Plymovent Air Cleaning System - Hose Reels 4 plus equipment Air Exchange, Inc.

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-CB­50-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 10-15-08

11 Compressor

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

QTY

8

8

1

1

1

1

1

1

1

Necessary Amount to service 8 Bays

2

c1t

14 OC-12 Pipeline for Data and Communication 1

37

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 2 Stairmaster Club Track Treadmills 2 Stairmaster (4600 PT) 1 Stairmaster Elliptical Machine 1 Hoist 2200 Multi Gym 1 Upright combo dip and abdominal work station

Iron Horse work Station (for pull ups, squats, flat and incline bench 1 StretchinglYoga Mats 6 Nautilus adjustable work out benches 2 65cm Yoga/Core Balls 2 Full Compliment of weights and Dumbbells 1 451b Straight Bar 2 151b Curl Bar 1

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

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

EXHIBIT C-4

BUILDING STANDARD MATERIALS

- Minimum 30 oz

Color T.B.D.

Color T.B.D. - E shell finish Rotary Cut Natural Birch Prefinished Harmon 3'xT

4" Standard Color T.B.D.

Armstrong Standard EXCELON

Burke

Desi nweave/Techno

Armstron

Kell Moore

Western Ore onDoors

C et

Frames Ceilin Grid Ceilin Tile Cabinets

Timel or E Armstron Corte a Wilsonart Laminate

Black Sus ended T-Bar - 15/16" rid face 2'x4' La -In

Counterto s Wilsonart Laminate

Door Hardware Falcon Interior Walls G sumBoard Demising/Warehouse Walls G sumBoard

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

EXHIBIT C-S LIST OF COUNTY'S EQUIPMENT TO BE MOVED FROM EXISTING PREMISES TO

PREMISES

[See Attached]

41

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 34 67 68 230V 3P 10 P BBO 2 WCOLDSAW 1 BOBO SUPER 350 30 36 71 230V 3P 3.8 P BBO

PROVIDE BLOCKING TO

3 METAl RACK 1 120 24 84 BBO BRACE WALL 4 WELDING TABLE 1 72 28 37 112­5 TIGWELDER 1 LINCOLN SQ WAVE TIG 255 24 49 68 230V 3P P 6 MIG WELDER 1 LINCOLN POWER MIG 255 28 48 65 230V 3P 46 P

7 PLASMA CurrER 1 THERMAl DYNAMICS PAKMASTER 75XL 21 48 33 230V 3P 25 P BBO

8 MILLING MACHINE 1 BRIDGEPORT 56057 62 59 78 230V 3P 4.2 P BBO 9 IRONWORKER 1 PIRANHA P-70 31 79 64 230V3P 38.8 HW BBO _. __.

10 LATHE 1 SOUTH BEND 4112' BED 65 32 57 230V3P 30 P BBO 11 SHEAR 1

12 PARTS WASHER WIFAN 1 LANDA SJ-150B 48 58 81 230V 3P 13.2 HW BBO CWFS V PROVIDE DUCT &

ROOF VENT

13 BEAD BLASTER CAB 1 ECON LINE RA42X24 36 24 65 120V 15 P BBO 314­

13A BEAD BLASTER CAB VAC 1 ECON LINE 1I2HP-175CFM 13 18 68 120V 7.6 P BBO V

PROVIDE DUCT AND WALL CAP

14 BRAKE LATHE 1 ACCUTURN 8989 54 43 70 115V 10 P BBO 15 VERTICAL BAND SAW 1 DOALL DBW-15 41 41 79 240V 1P 34.1 P BBO 16 PIPE THREADER 1 ED 1224 30 54 46 120V 15 P 17 BELT SANDER 1 BURR KING 760 20 23 58 120V 13.4 P BBO 18 20- DISC SANDER 1 CONQUEST IND 20 ARCH 29 27 47 230V 3P 6.4 P BBO 19 GRINDER 1 CRAFTSMAN C2371 19 16 48 120V 30.5 P BBO 20 POUSHER 1 BALDOR 410B 32 16 48 230V 6.9 P BBO 21 MILL CAB 1 36 18 75 BBO BRACE TO CEILING 22 HOSE CRIMPER MACH 1 PARKER 83C.001 28 22 70 230V 20 P BBO 23 HOSE CRIMPER CAB 1 27 18 40 24 TORCH SET 1 21 16 48

RACK FOR 0.9' BELDING BOTTLE BOTTLES BY

25 STORAGE 1 61 BBO OWNER 26 40 TON PRESS 1 ARCAN CP400 34 35 75 P BBO 27 VISE 1 BABCO 180 22 12 46 BBO

r)1 5/1512009

-;;J

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 6175 10 23 27 120V 15 P

29 PULLER SET 1 48 10 48 W 30 STEEL ROLLER RACKS 4 80 13 36 BBO i

31 SCRAP METAL RACK 1 48 24 78 BBO 32 SHOPVAC 1 RIDGID 60L 24 32 36 P

33 ELEC CHAIN HOIST 2 GRAINGER 4UV31 128 115V 2.7 C

34 LIFT AT WASH BAY 1 ROTARY 75148S 109 576 0-63 230V 3P I

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.

CABINET MOUNTED ON WALL

CONTRACTOR TO MOUNT TRACK ON

CEILING 500LB LIMIT

INSTALL AT WASH BAY

-­

~' 2 5115/2009

--:::::>

-----------------

EXHIBITD COMMENCEMENT OF LEASE TERM

Department: Alameda County Fire Department

Location: 6400 Sierra Court, Dublin, CA

On this __day of 2010, the County of Alameda accepts the Premises from the Lessor as having met the County Improvement requirements of the Lease dated _ between , as Lessor, and the County of Alameda, as County. Lessor acknowledges that it has received final building pennit sign-off, an occupancy pennit, fire­department approval, and/or any other approval needed for County to occupy the Premises. This acceptance is not a waiver of any right of County or requirement of Lessor, and does not release Lessor for any design defect, or material or construction flaw with regards to the Premises.

Rent is to commence ,2010, and will tenninate on ,2030, unless County or Lessor exercises its tennination rights pursuant to paragraph 3 ofthis Lease. This acceptance is not a waiver of punch list which requirements shall be kept by Lessor.

County of Alameda Date: _

its: Real Property Manager

Lessor: 6400 SIERRA COURT INVESTORS a California Limited Liability Company

By: Date: _ Name: Clair Robison

its: Manager

42

EXHIBITE PARKING YARD

(Attached)

43

1-----------------------------------------,...---·--·--·--------------------.--_.--.-.--.----­ --­SUBJECT AREA.

ACFD

CIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIILn~1111111111111IIIIIIIIIIIIIIIIIICJL __ l .._. . ~ J. . . .. . . . _

ACFDYARD

EXISTING· .. AUCTioN LAND •.

~'\. EXHIBIT 'f'. ACFD YARD EXPANSION aa I 6400 SIERRA cow _-.n<lNS DUBLIN, CA

""7H-..a 3/23/09

(2

~

EXHIBITF LOCATION OF RESERVED PARKING

(Attached)

44

. PJSJ1IJ1 A(.Iil;TD.......

~ ~- ._-- --_ .... _._... -- - ..__. ~- --- -----.,;- -----------­~, . ._.. _S ._ __ ._~_.. _ . .. '"

EAST BAY SPORTS *56,1ODS.f.

I• II

i

! II

. , ..

--_:- - I """." I--~~~~~~~--:-~-·1-, ~.I r I \

I I 'II" I :! I •

... . .... ~IlilCl"~: I

I I.

i

I

~\. EXHIBfT 'F' -ACFD RESERVED PARKING aa1 " 0400 SIERRA COURT_s:>Un:NI

DUBLIN, CA1<lI1HI!-..a!

3/25/09

(2 ~

EXHIBITG JANITORIAL SPECIFICATIONS

For 6400 Serra Court, Dublin, CA.

Contractor shall provide Janitorial services sufficient to maintain the office portions ofthe Premises

in a clean well-maintained condition; that is, to eliminate all visible dust, dirt, litter, grime, stains,

smears, finger marks, etc., to the greatest practical degree possible, by performing at least the

following:

Daily:

1. Empty and clean all trash containers, and dispose of all trash and rubbish (including

replacement ofplastic trash can and waste baskets liners).

2. Clean and maintain in a sanitary and odor-free condition all floors, wash mirrors, basins,

toilet bowls, and urinals.

3. Furnish and replenish all toilet room supplies (including soap, towels, seat covers, toilet

tissue) in a quality satisfactory to County).

4. Sweep or dust mop all hard surface floors, and carpet sweep (or vacuum) all high-traffic

carpeted areas, including stairways and halls. Offices or breakrooms with hard surface floors

and the public lobby area shall be damp-mopped daily.

5. Remove finger marks and smudges from all glass or wood entrance doors.

6. Clean and damp mop the front stairs and porch.

7. Specifically check, and if action is needed, then:

a. Dust the tops ofall furniture, counters, cabinets, and windowsills, (which are free of

interfering objects).

b. Remove spots and/or spills from the carpets, floors, and stairways.

As needed, but not less frequently than twice weekly:

1. Damp-mop all hard surface floors.

2. Treat and clean all drinking fountains and sinks to eliminate stains & mineral deposits.

3. Spot clean the interior walls.

4. Sweep sidewalk in front of building.

5. Vacuum all carpets including under all desks and tables.

45

Quarterly:

1. Treat carpets for static electricity control (if not integrated in the fabric).

2. Dust all window blinds.

Semi-annually:

1. Wash all windows (interior and exterior), window screens, window blinds, light fixtures,

walls, and painted surfaces.

2. Strip all hard surface floors and apply a new coat of floor finish if prescribed by

manufacturer; buff as necessary to produce a uniformly shining appearance.

Annually:

1. Steam clean carpets to remove all stains and spots.

2. As needed, Contractor shall, upon County's request, clean exterior walls, doors, walkways,

and porch entrances free ofgraffiti, litter, trash, and other nuisances. Contractor shall invoice

County on a "time and material" basis bill County for such additional costs.

Indemnity:

Contractor will defend, indemnify, and hold harmless County, its directors, officers, employees, and

agents, and any assignees, subtenants or successors to County's interest in the Premises or Property

from and against any and all losses, claims, damages, penalties, and liability, including all

out-of-pocket litigation costs and the reasonable fees and expenses of counsel related directly or

indirectly to Contractor's violation or breaches of these warranties and/or representations.

46