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HomeMy WebLinkAbout2015-09-23 e-packet@6:30 r . AGENDA SUCCESSOR AGENCY CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICES BUILDING COUNCIL CHAMBERS 33 ARROYO DRIVE SOUTH SAN FRANCISCO, CA WEDNESDAY, SEPTEMBER 23, 2015 6:30 P.M. PEOPLE OF SOUTH SAN FRANCISCO You are invited to offer your suggestions. In order that you may know our method of conducting Agency business,we proceed as follows: The regular meeting of the Successor Agency is held on the fourth Wednesday of each month at 6:30 p.m. in the Municipal Services Building, Council Chambers, 33 Arroyo Drive, South San Francisco, California. Public Comment: For those wishing to address the Board on any Agenda or non-Agendized item, please complete a speaker card located at the entrance to the Council Chambers and submit it to the Clerk. Please be sure to indicate the Agenda Item # you wish to address or the topic of your public comment. California law prevents the Successor Agency from taking action on any item not on the Agenda(except in emergency circumstances). Your question or problem may be referred to staff for investigation and/or action where appropriate or the matter may be placed on a future Agenda for more comprehensive action or a report. When your name is called, please come to the podium, state your name and address for the Minutes. COMMENTS ARE LIMITED TO THREE (3) MINUTES PER SPEAKER. Thank you for your cooperation. The Clerk will read successively the items of business appearing on the Agenda. As she completes reading an item, it will be ready for Board action. RICHARD A. GARBARINO Chair MARK N. ADDIEGO KARYL MATSUMOTO Vice Chair Boardmember PRADEEP GUPTA LIZA NORMANDY Boardmember Boardmember FRANK RISSO KRISTA MARTINELLI Investment Officer Clerk MIKE FUTRELL STEVEN T. MATTAS Executive Director Counsel PLEASE SILENCE CELL PHONES AND PAGERS HEARING ASSISTANCE EQUIPMENT IS AVAILABLE FOR USE BY THE HEARING-IMPAIRED AT SUCCESSOR AGENCY MEETINGS In accordance with California Government Code Section 54957.5, any writing or document that is a public record, relates to an open session agenda item, and is distributed less than 72 hours prior to a regular meeting will be made available for public inspection in the City Clerk's Office located at City Hall. If however,the document or writing is not distributed until the regular meeting to which it relates, then the document or writing will be made available to the public at the location of the meeting, as listed on this agenda. The address of City Hall is 400 Grand Avenue,South San Francisco, California 94080. CALL TO ORDER ROLL CALL AGENDA REVIEW PUBLIC COMMENTS CONSENT CALENDAR 1. Motion to approve the minutes from the meetings of June 24, 2015, August 26, 2015 and September 9, 2015. 2. Motion confirming payment registers for Redevelopment Obligation Retirement Fund Payments for September 23, 2015. 3. Resolution recommending the South San Francisco Oversight Board adopt a resolution approving an amendment to the Lease Agreement with the County of San Mateo for the facility at 306 Spruce Avenue and authorizing the Successor Agency Executive Director to execute the Lease Amendment. (Armando Sanchez, ECD Housing Consultant). 4. Resolution recommending the South San Francisco Oversight Board adopt a resolution approving an amendment to the Lease Agreement with Sitike Counseling Center for the facility at 306 Spruce Avenue and authorizing the Successor Agency Executive Director to execute the Lease Amendment. (Armando Sanchez, ECD Housing Consultant). 5. Resolution recommending the South San Francisco Oversight Board adopt a resolution approving the Lease Agreement with the County of San Mateo for the ground floor space at 306 Spruce Avenue and authorizing the Successor Agency Executive Director to Execute the Lease Agreement. (Armando Sanchez, ECD Housing Consultant). ADJOURNMENT REGULAR SUCCESSOR AGENCY MEETING SEPTEMBER 23,2015 AGENDA PAGE 2 S° . MINUTES SUCCESSOR AGENCY CITY OF SOUTH SAN FRANCISCO SPECIAL MEETING MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, 'SEPTEMBER 9, 2015 6:00 P.M. 1. CALL TO ORDER TIME: 6:02 P.M. 2. ROLL CALL PRESENT: Boardmembers Matsumoto, Gupta and Normandy, Vice Chairman Addiego and Chair Garbarino. ABSENT: None. 3. AGENDA REVIEW No changes. 4. PUBLIC COMMENTS None. 5. Resolution No. 4-2015 of the Successor Agency to the former Redevelopment Agency of the City of South San Francisco,reviewing and approving the submittal to the Successor Agency Oversight Board of a Recognized Obligation Payment Schedule ("ROPS") for the period January through June 2016 (BOPS I5-16B). (Richard Lee, Director of Finance). Motion— Vice Chair Addiego/Second— Boardmermber Gupta: to approve Resolution No. 4--- 2015. Unanimously approved by roll call vote. 6. Closed Session: Conference with Real Property Negotiators: (Pursuant to Government Code Section 54956.8) Properties: 401, 411, 421 & 315 Airport Blvd, 405 Cypress Ave., and 216 Miller Ave., the former Ford properties Agency Negotiators: Alex Greenwood and Ron Gerber Negotiating Parties: Miller Cypress SSF, LLC and South San Francisco Successor Agency Under Negotiations: Price and ternis for disposition of the property. Time entered Closed Session: 6:17 P.M. Open. Session Resumed: 7:03 P.M. Report out of Closed Session: Direction given. No reportable action. 7. ADJOURNMENT Being no further business, Chair Garbanno adjourned the meeting at 7:03 P.M. Submitted-/ Approved: 'Vw '—,x-- ttce!r artin erk Rich Garbarino, Vice Chairman Agency, City of South San Successor Agency, City of South San Francisco Francisco SPECIAL SUCCESSOR AGENCY MEETING SPETMEBER 9,2015 MINUTES PAGE 2 S MINUTES SUCCESSOR AGENCY IMR � CITY �f,�^�}'7��'-'11 SOUTH 7IT SAN FRANCISCO ^��y\'f{ I(\^� y�'y� b 1 1 '�.d d h�/`5.�W .4 IJ'A JL d 4..t 11 Y�Jl IJ�l,�N REGULAR MEETING MUNICIPAL SERVICES BUILDING COUNCIL CHAMBERS 33 ARROYO DRIVE SOUTH SAN FRANCISCO, CA WEDNESDAY, JUNE 24, 2015 6:30 P.M. CALL TO ORDER TIME: 6:34 P.M. ROLL CALL PRESENT: Boardmembers Normandy and Matsumoto, Vice Chair Addiego, and Chair Garbarino. ABSENT. Boardmember Gupta. AGENDA REVIEW No changes. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Motion to approve the minutes from the meeting of May 27, 2015. 2. Motion confirming payment registers for Redevelopment Obligation Retirement Fund Payments for June 24, 2015. Motion—Vice Chair Addiego/Second—Boardmember Matsumoto: to approve the Consent Calendar. Approved by the following Roll Call Vote: AYES: Boardmembers Normandy and Matsumoto, Vice Chair Addiego, and Chair Garbarino. NOES: None. ABSENT: Boardmember Gupta. ABSTAIN: None. ADJOURNMENT Being no further business, Chair Garbarino adjourned the meeting at 7:01 P,M. Submitted: Approved: is elli lerlc S essor Ag. Rich Garbarino, Chairman Successor Ag. City of Sou an Francisco City of South San Francisco MINUTES DRAFT a = SUCCESSOR AGENCY �.. CITY OF SOUTH SAN FRANCISCO REGULAR MEETING MUNICIPAL SERVICES BUILDING COUNCIL CHAMBERS 33 ARROYO DRIVE SOUTH SAN FRANCISCO, CA WEDNESDAY, AUGUST 26, 2015 6.30 P.M. CALL TO ORDER TIME. 6.30 P.M. ROLL CALL All Present. AGENDA REVIEW No Changes. PUBLIC COMMENTS None. CONSENT CALENDAR 1. Motion to approve the minutes from the meeting of July 22, 2015. 2. Motion confirming payment registers for Redevelopment Obligation Retirement Fund Payments for August 26, 2015. 3. Resolution No. 3-2015 recommending the South San. Francisco Oversight Board adopt a resolution approving; a license in favor of the City of San Francisco acting by and through its Public Utilities Commission to enter and use portions of property identified as Assessor's Parcel 093-312-060 for access purposes related to the SFPUC Regional Groundwater Storage and Recovery Project and recommendation that the Oversight Board adopt. CEQA findings in connection wherewith. (Armando Sanchez, Housing Consultant). Motion - Vice Chairman Addiego/Second- Boardmember Gupta: to approve the Consent Calendar. Unanimously approved by roll call vote. At the request of Vice Chairman Addiego, Executive Director Futrell provided a brief update on the Oversight Board's favorable determination with respect to financing of the Miller Avenue Parking. Structure. The Board's decision was presently pending review by the state Department of Finance. ADJOURNMENT Being no further business, the meeting was adjourned at 6:36 P.M. Submitted by: Approved by: to Martinelli,G e� aC Rich Garbarino, Chairman Succ o Agen, y,;,City o San Successor Agency, City of South San. Francisco 1 .. REGULAR SUCCESSOR AGENCY MEE"T"ING AUGUST 26,2015 MINUTES PAGE 2 ,�"Tki SM'F SUCCESSOR AGENCY n,�RA, F T CITY OF SOUTH SAILS FRANCISCO SPECIAL MEETING MUNICIPAL SERVICES BUILDING COMMUNITY ROOM WEDNESDAY, AUGUST 26, 2015 6:32 P.M. 1. CALL TO ORDER TIME: 6:36 P.M. 2. ROLL CALL PRESENT: Boardmembers Matsumoto, Gupta and Normandy, 'Vice Chairman Addiego and Chair Garbarino. ABSENT: None. 3. AGENDA REVIEW No changes. 4. PUBLIC COMMENTS None. 5. Closed Session: Conference with Real Property Negotiators. (Pursuant to Government Code Section 54956.8) Properties: 212-216 Baden Avenue and 200 Linden Avenue Agency Negotiator: Alex Greenwood Negotiating Parties: Proferian, LLC, and the Successor Agency to the Redevelopment Agency of the City of South San Francisco Under Negotiations: Price and terms for disposition of the property. Time entered Closed Session: 6:39 P.M. Open Session Resumed: 6:53 P.M. No reportable action. 6. ADJOURNMENT Being no further business, Chair Garbarino adjourned the meeting at 6:53 P.M. bmitted: + Approved: sta artinel , , C C1zk Rich Garbarino, Vice Chairman Successor Agen ity of South San Successor Agency, City of South San Francisco Francisco Listing of Redevelopment ObIligation Retirement Fund Payments for Successor Agency Review z0111 I certify that the payments shown on this payment register are accurate and sufficient funds were available for payment.* DATED 9/17/, 15 CIS DIR LOR *Note: Items below do not include payroll related payments Checks® Date Amount 08/26/15 5201.08 08128/15 275,300.00 09/01/15 3,114,109.38 09/02115 3,040.00 09/04115 8,920.00 09/09/15 297,69 09/16/15 4,872.00 Electronic IPavments: Date Amount To Description Total Payments $ 32407,059.15 (a o Y uj CN C\j L) LIO CL it w w U (D LO 0 � �a } ? Cl) m ry CL rr LL U.) 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W � w M. 4u rL p Z 42 m L uj d CL uj D o z w < 'w 0 o Z z CD a m ra. w a) d LL. ............. v5dS Successor Agency to the Redevelopment Agency In In C� ZIP0 ;�)taff Re oft DATE: September 23, 2015 TO: Chair and Successor Agency Board FROM: Alex Greenwood, Director of Economic & Community Development SUBJECT: A RESOLUTION RECOMMENDING THE SOUTH SAN FRANCISCO) OVERSIGHT BOARD ADOPT A RESOLUTION APPROVING AN AMENDMENT TO THE LEASE AGREEMENT WITH THE COUNTY OF SAN MATEO FOR THE FACILITY AT 306 SPRUCE AVENUE RECOMMENDATION That the Successor Agency Board adopt a resolution recommending the South San Francisco Oversight Board adopt a resolution authorizing an amendment to the lease agreement with the County of San Mateo for the facility at 306 Spruce Avenue and authorize the Successor Agency Executive Director or his designee to execute the Lease Amendment. BACKGROUND The medical facility located at 306 Spruce Avenue/472 Grand Avenue, is a 14,000 square foot parcel containing a three story building and an adjacent parking lot. The facility also has a dedicated parking lot at 468 Miller Avenue, The basement level of the building contains vacant office space, the building's mechanical systems (electrical, fire alarms, IIVAC and hailer) and restrooms. The San Mateo County Health Center occupies the second floor and Sitike Counseling Center occupies the first floor. The roof of the building contains cell tower equipment installed by Sprint and the building's exhaust fans. Sitike's tenant space is partitioned into office spaces and counseling rooms, with an entry lobby, kitchen, child care facility, two disabled accessible restrooms, and access to an outdoor patio. Their lease includes four(4) on-site parking spaces and seven (7) spaces at the Miller Avenue parking lot. The Health Center is a primary care medical facility with exam rooms, a large office area, counseling rooms, a lobby, a computer server room, a meeting room and kitchen, and two disabled (men's and women's) accessible restrooms. The Health Center lease includes five (5) parking spaces in the adjacent lot and eleven (11) spaces in the lot on Miller Avenue. DISCUSSION The San Mateo County Health Center and Sitike Counseling Center have held leases for 18 years and 19, years respectively. The Lease Agreements for both tenants require the Lessees to pay for all their utilities and to provide janitorial services while landscaping and all maintenance and repairs are the responsibility of the Successor Agency (Lessor). On September 23, 2014, the Oversight Board approved one year lease extensions for Sitike and the Health Center and the California State Staff Report Subject: Health Center Lease Amendments for 306 Spruce Avenue Page 2 Department of Finance (DOF) affirmed the lease extensions. Sitike's current lease expired on August 31, 2015 and the County's lease will expire on October 31, 2015. The property at 306 Spruce Avenue is still subject to the provision of AB 1484 which requires the DOF's approval of a Long Range Property Management Plan (LRPMP). Until DOF approves the LRPMP, the Successor Agency may not take actions that affect the long term uses of 306 Spruce Avenue. Therefore, staff recommends that the Oversight Board approve one-year Lease Amendments for both Sitike and the Health Center. Sitike will continue to pay a rent of$1.03 per square foot for a total payment of$5,858.64 per month. The County will continue to pay $1.34 per square foot for a total rent payment of $8,370.89 per month. Staff believes that the rental rate of$1.03 to $1.34 per square foot is reasonable for an older building in the downtown core. CONCLUSION It is recommended that Successor Agency Board adopt a resolution recommending to the Oversight Board that it adopt a resolution authorizing an amendment to the Lease Agreement with the County of San Mateo for the facility at 306 Spruce Avenue and authorize the Successor Agency Executive Director or his designee to execute the Lease Amendment. The final forin of the lease amendment is subject to Successor Agency Attorney approval. Sitike will continue to pay $5,858.64 per month and the Health Center $8,370,89 per month. Combined, the tenants will generate $170,754.40 per year in revenues. Funds will be deposited into the Redevelopment Property Tax Trust Fund (RPTTF) to pay for expenditures approved in the City's Recognized Payment Obligation Schedule (ROPS). By: By: Alex Greenwood e Futrell Director of Economic & Executive Diree Community Development yr Attachments.- Resolution San Mateo County Lease Amendment P1 RESOLUTION NO SUCCESSOR AGENCY TO THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY A RESOLUTION RECOMMENDING THE SOUTH SAN FRANCISCO OVERSIGHT BOARD ADOPT A RESOLUTION APPROVING AN AMENDMENT TO THE LEASE AGREEMENT WITH THE COUNTY OF SAN MATEO FOR THE FACILITY AT 306 SPRUCE AVENUE WHEREAS, on March 13, 2013, the Lessor acquired that certain real property located at 306 Spruce Avenue in South San Francisco, California ("Property") frc)rn the City of South San Francisco pursuant to Resolution No. 6-2013. WHEREAS, the Property succeeded to and was acquired by the Successor Agency to the City of South San Francisco Redevelopment Agency ("Successor Agency") pursuant to ABx I 26 and AB 1484; and WHEREAS, a portion of the Property is leased to the County of San Mateo ("Lessee") for a Health Center, pursuant to that certain Retail Lease Agreement dated April 4, 2000, as amended frorn time to time ("Lease Agreement"); and WHEREAS, the original term of the Lease expired on September 30, 2011 and was extended four times for a period of one year each with the last extension ending on October 31, 2015. WHEREAS, the Successor Agency and Lessee desire to extend the term of the Lease Agreement for an additional year, to and including October 31, 2016,pending the Successor Agency's preparation of a Long Term Property Management Plan ("LTPMP11) and approval of the LTPMP by the Oversight Board and the California Department of Finance; and WHEREAS, the Successor Agency recommends amending the Lease Agreement, including extending the term of the Lease Agreement for one (1) year at the current rent. NOW, THEREFORE, BE IT RESOLVED that the Successor Agency to the City of South San Francisco Redevelopment Agency hereby resolve as follows: I. Recommends the Oversight Board for the Successor Agency of the City of South San Francisco Redevelopment Agency("Oversight Board")adopt a resolution approving an amendment to the lease agreement with the County of San Mateo for the facility at 306 Spruce, and P2 2. Authorize the Successor Agency's Executive Director or designee to (i) execute the Amendment to the Lease Agreement on behalf of the Successor Agency subject to the approval of the Oversight Board;(ii)take such other actions reasonably necessary to carry out the intent of this Resolution. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Successor Agency of the City of South San Francisco Redevelopment Agency at a meeting held on the 23'd day of September, 2015 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST. City Clerk 2 P3 AMENDMENT TO LEASE THIS AMENDMENT TO LEASE ("Amendment") is entered into effective as of November 1, 2015("Effective Date"), by and between the Successor Agency to the City of South San.Francisco Redevelopment Agency, a public entity ("Lessor" ar"Successor Agency") and the County of San Mateo, a political subdivision of the State of California("Lessee"). Lessor and Lessee are hereinafter collectively referred to as the "Parties". RECITALS A. On March 13, 2013, the lessor acquired that certain real property located at 306 Spruce Avenue in South San Francisco, California("Property") from the City of South San Francisco pursuant to Resolution No. 6-2013. B. The Property is subject to that certain Lease Agreement ("Lease") dated. April 4, 2000 by and between the Agency and the County of'San Mateo ("County") pursuant to which the County leased the second floor of that certain building located on the Property ("Premises") f to operate a health services clinic. C. The original term of the Lease expired on September 30, 2011 and was extended four times for a period of one year each with the last extension ending on October 31, 2015. D) The Parties now desire to further amend the Lease pursuant to the terms and conditions set forth in this Amendment. NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Term of the Lease. The Tenn of the Lease shall be extended for one (1) year, commencing on November 1, 2015 and continuing through. October 31, 2016 under the same terms and conditions as contained in the Lease and any amendment thereto except as specifically set forth herein. 2. Rent. Commencing on the Effective late, the Base Rent shall be $8,370..89 per month. 3. Parties. The term "Agency" as used in the Lease shall mean the Successor Agency as the Redevelopment Agency's and City's successor in interest. 4. Amendment. The Lease may be further amended or modified only by a written instrument executed by the Parties. 5. Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Amendment.. 1 P4 G. Action or Approval. Whenever action and/or approval by Lessor is reacquired under this Lease as amended hereby, Lessor's Executive Director or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the Executive Director determines in his or her discretion that such action or approval requires referral to Lessor's Governing Board for consideration. 7. CounteMarts. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. 8. Severab l tyr. If any term, provision, or condition of this Amendment is held by a court of competent jurisdiction to be invalid or unenforceable,the remainder of this Amendment shall continue in full force and effect unless an essential purpose of this Amendment is defeated by such invalidity or unenforceability. 9. No Third Party Beneficiaries. Nothing contained in this Amendment is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 10. Entire Agreement. This Amendment contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements between the Parties with respect thereto. 11. Authorization. The undersigned each hereby represent and warrant that each is duly authorized to execute this Amendment. 12. Effectiveness of Lease. Except as expressly set forth in this Amendment, the Lease remains unmodified and in full force and effect. SIGNATURES ON FOLLOWING PAGE. 2 P5 IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the date first written above. Successor Agency to the Redevelopment Agency of the City of South San ]Francisco, a public entity By: Its: ATTEST: By: Agency Clerk APPROVED AS TO FORM: By: Agency Attorney County of San Mateo, a political subdivision of the State of California By: Its: ATTEST: By: County Clerk APPROVED AS TO FORM: By: County Counsel 3 Successor Agency to the Redevelopment Agency t a R ort DATE: September 23, 2015 TO: Chair and Successor Agency Board FROM: Alex Greenwood, Director of Economic & Community Development SUBJECT: RECOMMEND OVERSIGHT BOARD ADOPT A RESOLUTION APPROVING AN AMENDMENT TO THE LEASE AGREEMENT WITH SITIKE COUNSELING CENTER FOR THE FACILITY AT 306 SPRUCE AVENUE AND AUTHORIZING THE SUCCESSOR AGENCY EXECUTIVE DIRECTOR TO EXECUTE THE LEASE AMENDMENT RECOMMENDATION It is recommended that the Successor Agency Board adopt a resolution recommending that the Oversight Board adopt a resolution authorizing an amendment to the lease agreement with Sitike Counseling Center for the facility at 306 Spruce Avenue and authorizing the Successor Agency Executive Director or his designee to execute the Lease Amendment. BACKGROUND The medical facility located at 306 Spruce Avenue/472 Grand Avenue, is a 14,000 square foot parcel containing a three story building and an adjacent parking lot. The facility also has a dedicated parking lot at 468 Miller Avenue. The basement level of the building contains vacant office space, the building's mechanical systems (electrical, fire alarms, HVAC and boiler) and restrooms. The San Mateo County Health Center occupies the second floor and Sitike Counseling Center occupies the first floor. The roof of the building contains cell tower equipment installed by Sprint and the building's exhaust fans. Sitike's tenant space is partitioned into office spaces and counseling rooms, with an entry lobby, kitchen, child care facility, two disabled accessible restrooms, and access to an outdoor patio. Their lease includes four (4) on-site parking spaces and seven (7) spaces at the Miller Avenue parking lot. The Health Center is a primary care medical facility with exam rooms, a large office area, counseling rooms, a lobby, a computer server room, a meeting room and kitchen, and two disabled (men's and women's) accessible restrooms. The Health Center lease includes five (5) parking spaces in the adjacent lot and eleven (11) spaces in the lot on Miller Avenue. DISCUSSION The San Mateo County Health Center and Sitike Counseling Center have held leases for 18 years and 19 years respectively. The Lease Agreements for both tenants require the Lessees to pay for all their utilities and to provide janitorial services while landscaping and all maintenance and repairs are the responsibility of the Successor Agency (Lessor). On September 23, 2014, the Oversight Board approved one year lease extensions for Sitike and the Health Center and the California State Staff Report Subject: Sitike Lease Amendments for 306 Spruce Avenue Page 2 Department of Finance (DOF) affirn-ied the lease extensions. Sitike's current lease expired on August 31, 2015 and the County's lease will expire on October 31, 2015. The property at 306 Spruce Avenue is still subject to the provision of AB 1484 which requires the DOF's approval of a Long Range Property Management Plan (1,RPMP), Until DOF approves the LRPMP, the Successor Agency may not take actions that affect the long term uses of 306 Spruce Avenue. Therefore, staff recommends that the Oversight Board approve one-year Lease Amendments for both Sitike and the Health Center. Sitike will continue to pay a rent of$1.03 per square foot for a total payment of$5,858.64 per month. The County will continue to pay $1.34 per square foot for a total rent payment of $8,370.89 per month. Staff believes that the rental rate of$1.03 to $1.34 per square foot is reasonable for an older building in the downtown core, CONCLUSION It is recommended that Successor Agency Board adopt a resolution recommending to the Oversight Board that it adopt a resolution authorizing an amendment to the Lease Agreement with the Sitike Counseling Center for the facility at 306 Spruce Avenue and authorize the Successor Agency Executive Director or his designee to execute the Lease Amendment. The final form of the lease amendment is subject to Successor Agency Attorney approval. Sitike will continue to pay $5,858.64 per month and the Health Center $8,370.89 per month. Combined, the tenants will generate $170,754.40 per year in revenues. Funds will be deposited into the Redevelopment Property Tax Trust Fund (RPTTF) to pay for expenditures approved in the City's Recognized Payment Obligation Schedule (ROPS). By: By: Alex Greenwood Mike 10utrell Director of Economic & Executive Director Community Development Attachments: Resolution Sitike Lease Amendment Pi RESOLUTION NO SUCCESSOR AGENCY TO THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY A RESOLUTION RECOMMENDING THE SOUTH SC N FRANCISCO OVERSIGHT BOARD ADOPT A RESOLUTION APPROVING AN AMENDMENT TO THE LEASE AGREEMENT WIT11 THE SITIKE COUNSELING CENTER FOR THE FACILITY AT 306 SPRUCE AVENUE WHEREAS, on March 13, 2013, the Lessor acquired that certain real property located at 306 Spruce Avenue in South San Francisco, California ("Property") frc)m the Cite of South San Francisco pursuant to Resolution No. 6-2013. WHEREAS, the Property succeeded to and was acquired by the Successor Agency to the City of South San Francisco Redevelopment Agency ("Successor Agency")pursuant to ABx I 26 and AB 1484; and WHEREAS, a portion of the Property is leased to the Sitike Counseling Center ("Lessee") pursuant to that certain Retail Lease Agreement dated Deceniber 2, 1996, as amended from time to time ("Lease Agreement"); and WHEREAS, in 2007 Lessee exercised its option to extend the term of the Lease Agreement for five (5) years through February 28, 2012; and, WHEREAS, in 2012 the Lease was amended to extend the term thereof for one year, commencing on September 1, 2012, through August 31, 2013. WHEREAS, the Lease was extended an additional two times for a period of one year each with the last extension ending on August 31, 2015. WHEREAS, the Successor Agency and Lessee desire to extend the term of the Lease Agreement for an additional year, to and including August 31, 2016, pending the Successor Agency's preparation of a Long Term Property Management Plan ("LTPMP-) and approval of the LTPMP by the Oversight Board and the California Department of Finance; and WHEREAS, the Successor Agency recommends amending the Lease Agreement, including extending the term of the Lease Agreement for one (1) year at the current rent. NOW, THEREFORE, BE IT RESOLVED that the Successor Agency to the City of South San Francisco Redevelopment Agency hereby resolve as follows: 1. Recommends the Oversight Board for the Successor Agency of the City of South San 1 P2 Francisco Redevelopment Agency("Oversight Board")adopt a resolution approving an amendment to the lease agreement with the Sitike Counseling Center for the facility at 306 Spruce, and 2. Authorize the Successor Agency's Executive Director or designee to(i) execute the Amendment to the Lease Agreement on behalf of the Successor Agency subject to the approval of the Oversight Board;(ii)take such other actions reasonably necessary to carry out the intent of this Resolution. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the Successor Agency of the City of South San Francisco Redevelopment Agency at a meeting held on the 23"d day of September, 2015 by the following vote: AYES: NOES: ABSTAIN: ABSENT: ATTEST: City Clerk 2 P3 AMENDMENT TO LEASE AGREEIMI la?T THIS AMENDMENT TO LEASE AGREEMENT ("Amendment") is entered into effective as of September 1, 2015 ("Effective Date"), by and between the Successor Agency to the City of South San Francisco Redevelopment Agency, a public entity ("Lessor") and Sitike Counseling Center, a California nonprofit public benefit corporation ("]Lessee"). Lessor and Lessee are hereinafter collectively referred to as the "Parties". RECITALS A. The Lessee and Janet Siniora entered into that certain Retail Lease Agreement dated December 2, 1996 (the "Lease") pursuant to which Lessee leases the entire first floor (the "Premises") of that certain building located at 306 Spruce Avenue, South San.Francisco, CA (the "Building"). B. On March 13, 2013, the Lessor acquired fee ownership of that certain real property located at 306 Spruce Avenue in South San Francisco, California ("Property") from the City of South San Francisco pursuant to Resolution.No. 6-2013. C. The original term of the Lease expired February 28, 2007. D. Lessee exercised its option to extend the term of the Lease for an additional period of five (5) years commencing March 1, 2007, through February 28, 2012. E. In 2012 the Lease was amended to extend the term thereof for one year, commencing on September 1, 2012, through August 31, 2013. F. The Lease was extended an additional two times for a period of one year each with the last extension ending on August 31, 2015. C. The Parties now desire to further amend the Lease pursuant to the terms and conditions set forth in this Amendment. NOW,W, THE. FOIE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:. 1. Tenn of the Lease. Notwithstanding anything to the contrary contained in the Lease, as amended from time to time, the term of the Lease shall be extended for one (1) year, commencing on September 1, 2015 and continuing through August 31, 2016under the same terms and conditions as contained in the Lease and any amendment(s) thereto except as specifically set forth herein. 2. Rent. Commencing on September ], 2015 the monthly rental payment shall be $5,858.64.. 1 P4 3. Parties. The term "Agency" as used in the Lease shall mean the Successor Agency as the Redevelopment Agency's and City's successor in interest, 4, Amendment. The Lease may be further amended or modified only by a written instrument executed by the Parties. 5. Construction. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Amendment. 6. Action or Approval. Whenever action and/or approval by Lessor is required under this Lease as amended hereby, Lessor's Executive Director or his or her designee may act on and/or approve such matter unless specifically provided otherwise, or unless the Executive Director determines in his or her discretion that such action or approval requires referral to Lessor's Governing Body for consideration. 7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one instrument. 8. Severability. if any term, provision, or condition of this Amendment is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Amendment shall continue in full force and effect unless an essential purpose of this Amendment is defeated by such invalidity or unenforceability. 9. No Third /'arty Beneficiaries, Nothing contained in this Amendment is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder. 10. Entire Agreement. This Amendment contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements between the Parties with respect thereto. 11. Authorization. The undersigned each hereby represent and warrant that each is duly authorized to execute this Amendment.. 12. Effectiveness of Lease. Except as expressly set forth in this Amendment, the Lease remains unmodified and in full force and effect. SIGN'TURES ON FOLL OWING FA GE. 2 P5 IN WITNESS WHEREOF, Lessor and Lessee have executed this Amendment as of the date first written above. Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity By Its: ATTEST: By Agency Clerk APPROVED AS TO FORM, By Agency Attorney Sitike Counseling Center, a California nonprofit public benefit corporation By Its 3 - Successor Agency to the V Agency H v trFOa Ntaff R ort DATE: September 23, 2015 T : Chair and Successor Agency Board FROM: Alex Greenwood, Director of Economic & Community Development SUBJECT: RECOMMEND OVERSIGHT BOARD ADOPT A RESOLUTION APPROVING THE LEASE AGREEMENT WITH THE COUNTY OF SAN MATEO FOR THE GROUND FLOOR SPACE AT 306 SPRUCE AVENUE AND AUTHORIZING THE SUCCESSOR AGENCY EXECUTIVE DIRECTOR TO EXECUTE THE LEASE AGREEMENT RECOMMENDATION It is recommended that the Successor Agency Board adopt a resolution recommending that the Oversight Board adopt a resolution roving the lease agreement with the County of San Mateo fort the ground floor space at 306 Spruce Avenue and authorizing the Successor Agency Executive Director or his designee to execute the lease agreement. BACKGROUND The medical facility located at 306 Spruce Avenue/472 Grand Avenue, is a 14,000 square foot parcel containing a three story building and an adjacent parking lot. The facility also has a dedicated parking lot at 468 Miller Avenue. The basement level of the building contains vacant office space, the building's mechanical systems (electrical, fire alarms, HVAC and boiler) and restrooms. The San Mateo County Health Center occupies the second floor and Sitike Counseling Center occupies the first floor. The Health Center is a primary care medical facility with exam rooms, a large office area, counseling rooms, a lobby, a computer server room, a meeting room and kitchen, and two disabled (men's and women's) accessible restrooms. The Health Center lease includes five (5) parking spaces in the adjacent lot and eleven (11) spaces in the lot on Miller Avenue. The County of San Mateo wants to increase the services it provides to South San Francisco residents and would like to expand the clinic into the vacant space in the basement area. DISCUSSION The San Mateo County Health Center has held a lease for 18 years. The County proposes to lease an additional 1,000 square feet in the basement area pursuant to the attached lease agreement ("Lease Agreement"). The basement space is built out as office space and has separate access through Grand Avenue. An appraisal conducted on the property concluded that "in general, basement space rents for a substantial discount from upper floors; in our experience, basement rents tend to rent at a discount of about 50% to 70% of upper floor market rent, depending on height, lighting, layout, finishes etc." The appraisal estimates the basement could be rented for up to $0.50 per sq. ft., a discounted rental Staff Report Subject: SAN MATEO COUNTY LEASE FOR BASEMENT AT 306 SPRUCE AVENUE Page 2 rate to 58% of first floor rates. The County proposes to pay a baser t of$400 per month ($0.40 per sq. ft.), a rate lower than the appraisal indicate but still within the 50% to 70% discounted rate range. Additional lease terms are as follows: • The to of the lease of be for twelve months with two additional twelve month options. • The premises shall be used for medical office and related use. • County shall pay for all separately metered utilities provided tote Premises for the benefit of County. • Landlord shall make improvements necessary to the Premises to remediate any hazardous materials, meet all CCR Title 24, ADA, Life Safety and other building codes, and to ensure that the building systems are adequate to provide quality heating, ventilation and air- conditioning tote Premises. • Landlord shall also replace missing flooring, drywall, and ceiling finishes throughout the Premises. The property at 306 Spruce Avenue is still subject to the provision of AB 1484 which requires the California Department of Finance ("DOF") approval of a Long Range Property Management Plan (LRPMP). Until DOF approves the LRPMP, the Successor Agency may not take actions that affect the long to uses of 306 Spruce Avenue; therefore, Oversight Board approval of the Lease Agreement with the County is required. CONCLUSION It is recommended that the Successor Agency Board adopt a resolution recommending t o t he Oversight Board that it adopt a resolution approving the Lease Agreement with the County of San Mateo for the ground floor space at 306 Spruce Avenue and authorizing the Successor Agency Executive Director or his designee to execute the Lease Agreement. The final form of the Lease Agreement is subject to Successor Agency Attorney approval. Funds will be deposited into the Redevelopment Property Tax Trust Fund (RPTTF) to pay for expenditures approved in the City's Recognized Payment Obligation Schedule (ROPS). y: By: B Alex Greenwood M'Ke Futrell 'u Director of Economic& Community Zltive Directo Development Attachments: Resolution San to County Lease 2514788.1 I RESOLUTION NO SUCCESSOR AGENCY TO THE CITY OF SOUTH FRANCISCO REDEVELOPMENT AGENCY A RESOLUTION RECOMMENDING CI OVERSIGHT BOARD ADOPT A RESOLUTION APPR0VING A LEASE AGREEMENT T THE SUCCESSOR AGENCY AND THE COUNTY OF SAN MATEO TO LEASE THE GROUND FLOOR SPACE 306 SPRUCE AVENUE AND AUTHORIZING THE EXECUTIVE C TO EXECUTE SAID LEASE AGREEMENT WHEREAS, on May 2, 2011, the City of South San Francisco ("City") acquired that certain real property located at 306 Spruce Avenue in South San Francisco, California ("Property") from the former City of South San Francisco Redevelopment Agency ("Agency"); d WHEREAS,the Property succeeded to and was acquired by the Successor Agency to the City of South San Francisco Redevelopment Agency ("Successor Age c ")pursuant to A x1 26 and AB 1484; arid WHEREAS, a portion of the Property is leased to the County of Mateo ("Lessee") for a Health Center,pursuant to a lease agreement dated A14, 2000, as amended from time to time ("Original Lease Agreement"); and WHEREAS,the Successor Agency and Lessee desire to enter into a new lease agreement ("Lease Agreement")where the Lessee would lease an additional 1,000 square feet of space on the ground floor of the Property for medical office and related uses for a one-year term; WHEREAS, the Successor Agency recommends approving the Lease Agreement authorizing e Executive Director of the Successor Agency to execute the Lease. Agreement. NOW,THEREFORE,BE IT RESOLVED at the Successor Agency to the City of South San Francisco Redevelopment Agency hereby resolve as follows: 1. Recommends the Oversight Board for the Successor Agency of the City of South San Francisco Redevelopment Agency("Oversight oar ")adopt a resolution approving e Lease Agreement with the County of San Mateo,conditioned on Lessee's timely execution submission of all required documents. 2. Authorizes the Successor Agency's Executive Director or designee to(i)execute the Lease Agreement o behalf of the Successor Agency subject to the approval of the 1 P2 Oversight Board, (ii) subject to the approval of the Successor Agency Attorney, make revisions to the Lease Agreement that do not materially or substantially increase the Successor Agency's obligations thereunder; and (iii) take such other actions reasonably necessary to carry out the intent oft is Resolution. I hereby certify that the foregoing Resolution was regularly introduced and adopted by e Successor Agency of the City of South San Francisco Redevelopment Agency at a meeting held on e 23'd day of September, 2015 by the following vote: AYES: NOES: ATTEST: City Clerk 2 P3 OFFICE LEASE between THE SUCCESSOR AGENCY T THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY as Landlord and COUNTY OF SAN MATEO as Tenant For the lease of 472 Grand Avenue South San Francisco, California , 2015 Lease No.xxx OFFICE LEASE Table ntn . BASIC LEASE INFORMATION .........................................................................................1 2. PREMISES............................................................................................................................3 2.1. Lease Premises..........................................................................................................3 2.2. Common Areas..........................................................................................................3 2.3. Parking................................................................................. ...........................3 3. TERM.....................................................................................................................................3 3.1. Term of Lease............................................................................................................3 3.2. Effective Date, Commencement Date and Expiration Date......................................3 3.3. Delay in Delivery of Possession................................................................................4 3.4. Extension Option.......................................................................................................4 4. RENT......................................................................................................................................4 4.1. Base Rent...................................................................................................................4 4.2. Adjustments in Base Rent.......................................Error! Bookmark not defined. 5. USE........................................................................................................................................4 5.1. Permitted Use............................................................................................................4 5.2. Observance of Rules and Regulations.......................................................................5 5.3. Interference with Access...........................................................................................5 6. LEASEHOLD IMPROVEMENTS.......................................................................................5 6.1. Landlord's Obligation to Construct Base Building Improvements...........................5 6.2. Installation of Telecommunications and Other Equipment.......................................6 7. ALTERATIONS.....................................................................................................................6 7.1. Alterations by County...............................................................................................6 7.2. Title to Improvements...............................................................................................6 7.3. County's Personal Property.......................................................................................6 7.4. Alteration by Landlord..............................................................................................7 8. REPAIRS AND MAINTENANCE.......................................................................................7 8.1. Landlord's Repairs ....................................................................................................7 8.2. County's Repairs.......................................................................................................7 8.3. Liens..........................................................................................................................7 9. UTILITIES AND SERVICES...............................................................................................7 9.1. Landlord's Provision of Utilities.............................Error! Bookmark not defined. 9.2. Janitorial Services......................................................................................................7 9.3. Conservation............................................................Error! Bookmark not defined. 9.4. Disruption in Essential Utilities or Services............Error! Bookmark not defined. 10. COMPLIANCE WITH LAWS; PREMISES CONDITION................................................8 10.1. Premises Condition and Landlord's Compliance with Laws; Indemnity..................8 10.2. County's Compliance with Laws..............................................................................8 10.3. County's Compliance with Insurance Requirements................................................8 i. P5 11. SUBORDINATION...............................................................................................................8 12. DAMAGE AND DESTRUCTION........................................................................................9 13. EMINENT DOMAIN ...........................................................................................................10 13.1. Definitions...............................................................................................................10 13.2. General....................................................................................................................10 13.3. Total Taking; Automatic Termination ....................................................................10 13.4. Partial Taking; Election to Terminate.....................................................................10 13.5. Rent; Award ............................................................................................................10 13.6. Partial Taking; Continuation of Lease............................... 13.7. Temporary Taking............................................................. ......11 14. ASSIGNMENT A SUBLETTING ................................................................................11 15. DEFAULT; REMEDIES.....................................................................................................11 15.1. Events of Default by County...................................................................................11 15.2. Landlord's Remedies...............................................................................................12 15.3. Landlord's Default ..................................................................................................12 16. INDEMNITIES.....................................................................................................................12 16.1. County's Indemnity.................................................................................................12 16.2. Landlord's Indemnity...............................................................................................12 16.3. Concurrent Negligence............................................................................................13 17. I .......................................................................................................................13 17.1. County's Self-Insurance..........................................................................................13 18. ACCESS BY LANDLORD.................................................................................................13 19. ESTOPPEL CERTIFICATES ...........................................................................................13 20. SURRENDER OF PREMISES.........................................................................................14 21. HAZARDOUS MATERIALS..............................................................................................14 21.1. Definitions...............................................................................................................14 21.2. Landlord's Representations and Covenants............................................................14 21.3. Landlord's Environmental Indemnity.....................................................................15 21.4. County's Covenants ................................................................................................15 21.5. County's Environmental Indemnity........................................................................15 22. SPECIAL PROVISIONS....................................................................................................15 23. GENERAL PROVISIONS .................................................................................................15 23.1. Notices.....................................................................................................................15 23.2. No Implied Waiver.............................................................. 23.3. Amendments............................................................................................................16 23.4. Authority.................................................................................................................16 23.5. Parties and Their Agents; Approvals.......................................................................16 23.6. Interpretation of Lease.............................................................................................16 23.7. Successors and Assigns...........................................................................................17 23.8. Brokers ....................................................................................................................17 23.9. Severability..............................................................................................................17 ii P6 23.10. Governing Law........................................................................................................17 23.11. Entire Agreement ....................................................................................................17 23.12. Holding Over...........................................................................................................17 23.13. Cumulative Remedies.........................................................,....................................18 23.14. Time of Essence......................................................................................................18 23.15. Survival of Indemnities...........................................................................................18 23.16. Signs........................................................................................................................18 23.17. Quiet Enjoyment and Title......................................................................................18 23.18. Bankruptcy..............................................................................................................18 23.19. Transfer of Landlord's Interest................................................................................18 23.20. Non-Liability of County Officials, Employees and Agents....................................19 23.21. Counterparts............................................................................................................19 23.22. Certification by Landlord........................................................................................19 LIST OF EXHIBITS: EXHIBIT A--Floor Plan(s) of Premises EXHIBIT B-- Notice of Commencement Date EXHIBIT C -- Rules and Regulations EXHIBIT D--County's ADA Work Plan iii P7 OFFICE LEASE Lease No. xxx THIS OFFICE LEASE (this "Lease"), dated for reference purposes only as of June 11, 2015 is by and between THE SUCCESSOR AGENCY TO THE CITY OF SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, a public entity("Landlord"), and the COUNTY OF SAN MATE O, a political subdivision of the State of California("County"or"Tenant"). Landlord and County hereby agree as follows: 1. BASIC LEASE INFORMATION The following is a summary of basic lease information (the"Basic Lease information"). Each item below shall be deemed to incorporate all of the terms in this Lease pertaining to such item. In the event of any conflict between the information in this Section and any more specific provision of this Lease, the more specific provision shall control. 1.1 Lease Reference Date: June 11, 2015 1.2 Landlord: THE SUCCESSOR AGENCY TO THE CITY OF SOUTH SAN FRANCISCO REDEVLEOPMENT AGENCY 1.3 Tenant: COUNTY OF SAN MATEO 1.4 Building (Section 2.1): Assessors Parcel Number 012-302-140, together with the improvements thereon, and commonly known as 306 Spruce Avenue, South San Francisco, California. 1.5 Premises(Section 2.1): A portion of the basement of that certain three-story of building commonly known as 306 Spruce Avenue, South San Francisco, California, known as 472 Grand Avenue. 1.6 Parking County shall have the non-exclusive right to park in the Building's parking facilities, in common with other tenants of the Building, provided that County agrees not to use in excess of its proportionate share of parking facilities, which is approximately 3.0 spaces for each 1,000 rentable square feet of the Premises, and agrees to cooperate with Landlord and the other tenants in the use of the parking facilities. 1.7 Rentable Area of Premises(Section 2.1): Approximately 1,000 rentable square feet, subject to final measurement in accordance with BOMA standards pursuant to Section 2.1 1.8 Initial Term (Section 3): Twelve (112) full calendar months, plus the partial month, if any, at the commencement of the term. The Effective Date shall be as set forth in Section 3.2 hereof. Estimated Commencement Date:August 1, 2015 P8 Estimated Expiration date: July 31, 2016 1.9 Extension Option(Section 3.4): Two(2)additional terms of twelve(112)months each exercisable by County by notice to Landlord given not less than ninety(90)days in advance, at the same terms. 1,10 Base Rent(Section 4.1): Base Rent of$400.00/rno.or$4,800.00/yr. ($0.40 per sq.ft. per mo. or$4.80 per sq.ft. per year) payable in monthly installments. Said Base Rent is on a gross basis. 1.11 Use(Section 5.1): The premises shall be used for medical office and related use. 1.12 Improvements (Section 6) Landlord shall, at Landlord's sole cost and expense, make improvements necessary to the Premises to remediate any hazardous materials, meet all CCR Title 24, ADA, Life Safety and other building codes, and to ensure that the building systems are adequate to provide quality heating, ventilation and air-conditioning to the Premises. Landlord shall also, at Landlord's sole cost and expense, replace missing flooring, drywall, and ceiling finishes throughout the Premises. 1.13 Utilities (Section 9.1): County shall pay for all separately metered utilities provided to the Premises for the benefit of County, 1.14 Services(Section 9.2): None 1,15 Notice Address of Landlord City of South San Francisco Finance Department (Section 23.1): 400 Grand Avenue, P.O. Box 711 South San Francisco, California 94080 Fax No.: (650)829-6614 1.16 Key Contact for Landlord: Armando Sanchez Landlord Contact Telephone No., (650)829-6620 1.17 Notice Address for Tenant(Section 23.1): Deputy County Manager 400 County Center Redwood City, CA 94063 Fax No.: (650)3634832 1.18 Key Contact for Tenant: Real Property Services Manager Tenant Contact Telephone No.: (650)363-4047 1.19 Brokers (Section 23.8): one P9 2. PREMISES 2.1. Lease Premises Landlord leases to County and County leases from Landlord, subject to the provisions of this Lease, those premises in the building identified in the Basic Lease Information (the"Building") and shown on the floor plan(s) attached hereto as Exhibit A (the "Premises"). The Premises contain the rentable area and are located on the floor(s) of the-Building specified in the Basic Lease Information. As used in this Lease, the term"rentable area" shall mean that measurement of interior floor area, including County's pro rata share of the Building Common Areas as defined in Section 2.2, computed in accordance with the "Standard Method for Measuring Floor Area in is Buildings, the American National Standard" (ANSI Z65.1 2010), adopted by the Building Owners and Managers Association (BOMA). The Building, land upon which the Building is located and all other improvements on or appurtenances to such land are referred to collectively as the"Property." County shall have the right, within thirty(30)days following acceptance of the Premises, to use the Premises to be remeasured in accordance with the BOMA standards specified above, to confirm the rentable area of the Premises. If as a result of such remeasurement the Premises contain more or less than the total rentable square feet specified in the Basic Lease Information, and Landlord reasonably agrees with such determination, the Base Rent shall be adjusted accordingly. Landlord and County agree to enter into an amendment to this Lease confirming any such adjustment. In the event Landlord disagrees with such determination, Landlord and County shall use their best efforts to meet and confer with one another in an attempt to agree upon the proper measurement of the Premises within thirty (30) days thereafter. If, following such period, Landlord and County are still unable to agree, Landlord and County shall jointly select an independent consultant, experienced in measurements of leased space under BOMA standards, to remeasure the space, and the determination of such consultant shall be binding upon the parties. Landlord and County shall share equally the cost of such consultant. 2.2. Common Areas County shall have the non-exclusive right to use, together with other tenants in the Building, the lobbies, corridors, elevators, stairways and other public areas of the Building and the Property (collectively, the"Common Areas"), and the non-exclusive right of access to and from the Premises by the main entrances to the Building and the Property. 2.3. Parking County shall have the non-exclusive right to park in the Building's parking facilities, in common with other tenants of the Building, provided that County agrees not to use in excess of its proportionate share of parking facilities, which is approximately 3.0 spaces for each 1,000 rentable square feet of the Premises, and agrees to cooperate with Landlord and the other tenants in the use of the parking facilities. 3. TERM 3.1. Term of Lease The Premises are leased for an initial term (the "Term") commencing on the date specified in the Basic Lease Information as the estimated commencement date (the "Estimated Commencement Date"), or such later date as the County Board of Supervisors authorizes the execution of this Lease. The term of the Lease shall end on the expiration date specified in the Basic Lease Information, or such earlier date on which this Lease terminates pursuant to the provisions of this Lease. 3.2. Effective Date, Commencement Date and Expiration Date The date on which this Lease shall become effective (the "Effective Date") is the date upon which (i)the County Board of Supervisors, in its sole and absolute discretion, adopts a resolution approving this Lease in accordance with all applicable laws and (ii)this Lease is duly executed by the parties hereto. 3 ro The dates on which the Term commences and terminates pursuant hereto are referred to respectively as the"Commencement ate" and the"Expiration ate." If the Commencement Date occurs on a date other than the Estimated Commencement Date, then promptly thereafter Landlord shall deliver to County a notice substantially in the form of Exhibit B attached hereto, confirming the actual Commencement Date and the Expiration Date, but Landlord's failure to o so shall not affect the commencement of the Term. County shall countersign a copy of said notice confirming the Commencement Date and Expiration Date. 3.3. Delay in liv Possession Landlord shall use its best efforts to deliver possession of the Premises with all of the Base Building Improvements substantially completed and accepted by County Manager of the County of San Mateo, or the County Manager's designee, pursuant to Section 6.1 (Landlord's Obligation to Construct Improvements) on or before the Commencement Date. However, if Landlord is unable to deliver possession of the Premises as provided above, then, subject to the provisions of this Section below, the validity of this Lease shall not be ct by such inability to deliver possession. If Landlord is unable to deliver possession of the Premises to County as required hereunder within ninety ( 0) days after the Commencement Date, then County may, at its option, terminate this Lease, without any further liability under this Lease, upon written notice to Landlord. Extension tins County shall have the right to extend the Initial Term of this Lease (the "Extension Options") for the additional terms specified in the Basic Lease Information (the "Extended Terms"). Such Extension Options shall be on all of the terms and conditions contained in this Lease except that there shall be no additional option to extend. County, at its sole discretion, may exercise the Extension Options, if at all, by giving written notice to Landlord no later than 90 days prior to expiration of the prior term; provided, however, if County is in material default under this Lease on the date of giving such notice and fails to cure such default as set forth in Section 15.1, Landlord may reject such exercise by delivering written notice thereof to County promptly after such failure to cure. The Extension Options are personal to the County and shall not be exercisable by any assignee of this Lease or by any subtenant under a Sublease that requires Landlord's prior written consent under Section 1 . 4. RENT 4.1.13ase Rent Beginning on the Commencement Date, County shall pay to Landlord during the Term the Base Rent specified in Section 1.11 of the Basic Lease Information (the "Base t"). The Base Rent shall be payable in equal consecutive monthly payments on or before the first day of each month, in advance, at the address specified for Landlord in Section 1.17 of the Basic Lease Information, or such other place as Landlord may designate in writing upon not less than thirty ( ) days' advance notice. County shall pay the Base Rent without any prior demand and without any deductions or setoff except as otherwise provided in this Lease. If the Commencement Date occurs on a day other than the first day of a calendar month or the Expiration Date occurs on a day other than the last day of a calendar month, then the monthly payment of the Base Rent for such fractional month shall be prorated based on a thirty( ) day month. The Base Rent is on a gross basis. 5. USE .1. Permitted County may use the Premises for medical office use and such other uses as may be specified in the Basic Lease Information, and for no other use without the prior written consent of Landlord, which shall not be unreasonably withheld or delayed. PH 5.2. Observance of Rules I i County shall observe Landlord's reasonable rules and regulations for the Building subject to the provisions of this Lease. County acknowledges and agrees to the current Building rules and regulations attached hereto as Exhibit C (the "Rules and Regulations"). Landlord may rnake reasonable iti or modifications thereto, which shall be binding upon County within a reasonable implementation period upon Landlord's delivery to County of a copy thereof, provided that such additions or modifications shall not reduce Landlord's obligations hereunder nor interfere with County's business in the Premises, and such additions or modifications must be applicable to the other Building tenants are not in conflict with the provisions of this Lease, do not materially increase the burdens or obligations upon County, do not impose a change upon County for services which this Lease expressly states are to be provided to County at no charge, and do not materially adversely affect the conduct of any business in the Premises which County is permitted to conduct pursuant to ection 5.1 hereof. Landlord shall administer the Rules and a ulations in a fair and nondiscriminatory manner and use reasonable rt to cause other Building tenants to comply with them. County shall be entitled upon request to any waiver or special dispensation granted by Landlord to any other tenant in the Building with respect to the Rules and Regulations, and Landlord shall notify County of any such waiver or special dispensation. 5.3. Interference i Landlord shall provide to County at all times use of the Premises and uninterrupted access thereto to the maximum extent possible, including, without limitation, during any power outages affecting the Premises or any portion of the Building; provided, however, that Landlord , after consultation with the Deputy County Manager, interrupt County's access to the Premises or the uildin in the event of an immediate risk of danger to the Premises, the Common Areas or any other portion of the Building being rendered unsafe for human occupancy. If County's use f any of the Premises or access thereto is interrupted as a result of the Premises, the Common Areas or any other portion of the Building being rendered unsafe for human occupancy due to Landlord's ilr to comply with its obligations under this Lease or for any other reason other than County's default hereunder, then Landlord shall immediately undertake all necessary steps to correct such condition. In the event such condition continues for more than twenty-four ( ) hours after written notice from County to Landlord and substantially impairs County's ability to carry on its business in the Premises, the Rent payable hereunder shall be t based on the extent to which such condition interferes with County's ability to carry on its business at the Premises. If any such condition shalt continue for thirty ( ) days or more after County gives Landlord written notice that County's use is interrupted and substantially impairs County's ability to carry on its business in the Premises, then County shall have the right, without limiting any of its other rights under this Lease to terminate this Lease, unless Landlord supplies County with evidence reasonably satisfactory to ny that County's normal and safe use will be restored within sixty(6 )days of the date County's use was interrupted, and such use is ct lly restored within such -day period. Nothing in this Section shall limit County's rights with respect to any disruption due to casualty pursuant to Section 1 (Damage and Destruction)hereof. 6. LEASEHOLDIMPROVEMENTS 6.1.1-andlord's Obligation Construct Building Improvements Landlord, through its general contractor, shall construct certain improvements, perform the work and e the installations in the Premises and the Common Ares ("Base it in Improvements") t Landlord's sole cost, which cost shall not be subject to reimbursement. The Base Building Improvements shall include, without limitation, any improvements required in order to make the Building, Common Areas, rin and path of travel compliant with the Americans with Disabilities Act (" "), Title 24 of the California Code of Regulations ("CCR Title "), Life Safety and other building codes. Landlord shall Is , at Landlord's sole cost and expense, replace missing flooring, drywall, and ceiling finishes throughout the r ises. 5 P12 6.2.11ristallation of Telecommunications and r Equipment County shall be responsible for the installation of telecommunications, data and computer cabling facilities and equipment, provided that Landlord shall furnish access to County and its consultants and contractors to the main telephone service serving the Premises and all other parts of the Property for which access is needed for proper installation of all such facilities and equipment including, but not limited to, wiring. County shall have the right to enter the Premises and such other portions of the Property at reasonable times during the course of construction of the Base Building Improvements in order to install such facilities and equipment. County and Landlord shall use their good faith efforts to coordinate any such activities to allow the Base Building Improvements and the installation of such facilities and equipment to be completed in a timely and cost-effective manner. 7. ALTERATIONS . . Alterations County shall not make or permit any alterations, installations, additions or improvements (collectively, "Alterations") to the Premises without first obtaining Landlord's written consent, which Landlord shall not unreasonably withhold or delay. However, the installation of furnishings, fixtures, equipment or decorative improvements, none of which affect the Building Systems or structural integrity of the Building, and the repainting and recarpeting of the Premises shall not constitute Alterations requiring Landlord's consent. Any Alterations permitted hereunder shall be made at County's cost in compliance with applicable Laws as defined in Section 15. Landlord shall, without cost to itself, cooperate with County in securing building and other permits and authorizations needed in connection with any permitted Alterations. Landlord shall not be entitled to any construction or other administrative fee in connection with any Alteration. County shall not be required to remove any Alterations upon the expiration or earlier termination of this Lease unless Landlord notifies County in writing at the time Landlord approves such Alterations that they must be removed at the Expiration Date in which event County shall, at County's sole cost and expense, remove such Alterations on or before the Expiration Date and restore the Premises to its condition prior to the construction of the Alterations, normal wear and tear excepted. . . Title to Improvements Except for County's Personal Property (as defined in the next Section), all appurtenances, fixtures, improvements, equipment, additions and other property permanently installed in the Premises as of the Commencement Date or during the Term by either Landlord or County shall be and remain Landlord's property. County may not remove such property unless Landlord consents thereto in writing. . . County's I Property All furniture, furnishings, equipment, trade fixtures and articles of movable personal property installed in the Premises by or for the account of County and that can be removed without structural damage to the Premises (collectively, "County's Personal Property") shall be and remain County's property. At any time during the Term or at the expiration thereof, County may remove any of County's Personal Property provided County shall repair any damage to the Premises resulting therefrom. Upon the expiration or earlier termination of this Lease, County shall remove County's Personal Property from the Premises in accordance with Section 20 (Surrender of Premises), below. Landlord acknowledges that some of County's Personal Property may be financed by an equipment lease financing otherwise subjected to a security interest, or owned by an equipment company and leased to County. Landlord, upon County's reasonable request, shall execute and deliver any document required by any supplier, lessor, or lender in connection with the installation in the Premises of any items of County's Personal Property, pursuant to which Landlord waives any rights it may have or acquire with respect to County's Personal Property, so long as the supplier, equipment lessor or lender agrees that it (i) will remove the Property from the Premises within thirty ( ) days after the Expiration Date (but if it does not remove County's Personal Property within such time it shall have waived any rights it may have had to County's Personal Property), and (ii)will repair any damage caused by the removal of County's Personal Property. Landlord shall recognize the rights of an supplier, lessor or lender who has an interest in any items of 6 P13 County's Personal Property to enter the Premises and remove such property at any time during the Term or within thirty(30)days after the Expiration Date. 7.4. Alteration by Landlord Landlord shall use its best efforts to minimize interference with or disruption to County's use and occupancy of the Premises during any alterations, installations, additions or improvements to the Building, including without limitation any leasehold improvement work for Other tenants in the Building. Landlord shall promptly remedy any such interference or disruption upon receiving County's notice thereof. 8. REPAIRS AND MAINTENANCE 8.1. Landlord's Repairs Landlord shall repair and maintain, at its cost and in first-class condition, the exterior and structural portions of the Building, including, without limitation, the roof, foundation, bearing and exterior walls and subflooring, and the heating, ventilating, air conditioning, plumbing, electrical, fire protection, life safety, security and other mechanical, electrical and communications systems of the Building (collectively, the "Building Systems") and the Common Areas. Without limiting the foregoing, Landlord shall maintain the Building in a clean, safe and attractive manner and shall not permit any other tenants of the Building to disturb or interfere with County's use of the Premises or permit to be done in or about the Building or anything that is illegal, is dangerous to persons or property or constitutes a nuisance. 8.2. County's Repairs Subject to Landlord's warranty under Section 10.1 (Premises Condition and Landlord's Compliance), any construction warranties or guaranties received in connection with Landlord's completion of the Leasehold Improvements, and Landlord's repair and maintenance obligations hereunder, County shall repair and maintain at its cost the interior portions of the Premises and shall keep the Premises in good working order and in a safe and sanitary condition, except for ordinary wear and tear and damage by casualty. County shall make any such required repairs and replacements that Landlord specifies in writing (i) at County's cost, (ii) by contractors or mechanics selected by County and reasonably approved by Landlord, (iii) so that same shall be at least substantially equal in quality, value and utility to the original work or installation prior to damage thereof, (iv) in a manner and using equipment and materials that will not materially interfere with or impair the operations, use or occupation of the Building or the Building Systems, and (v) in compliance with all applicable Laws, including, without limitation, any applicable contracting requirements under the Ordinance Code or the Charter of the County of San Mateo. At all times during the Term of the Lease, Landlord shall, upon reasonable notice by County, afford County and its Agents with access to those portions of the Building which are necessary to maintain or repair the telecommunications and data and computer cabling facilities and equipment installed by County. 8.3. Liens County shall keep the Premises free from liens arising out of any work performed, material furnished or obligations incurred by County during the Term. Landlord shall have the right to post on the Premises any notices permitted or required by law or that are needed for the protection of Landlord, the Premises, or the Building, from mechanics' and material suppliers' liens. County shall give Landlord at least ten (10) days' prior written notice of commencement of any repair or construction by County on the Premises. 9. UTILITIES AND SERVICES County shall pay for all separately metered utilities provided to the Premises for the benefit of Tenant, including water, gas, heat, light, power, telephone, trash, recycling and other utilities and services requested by or provided for the benefit of Tenant, together with any taxes thereon. 7 P14 COMPLIANCE I CONDITION 10.1. Promises Condition Landlord's li ance with LavvS; indemnity Landlord represents and warrants to County that, to the best of Landlord's knowledge, the Building is in compliance with all applicable building safety codes and regulations and that all portions of the Property and the Building along the path of travel to the Premises (including, but not limited to, the Building entrances, Common Areas, rtroo , elevators, lobbies, telephone banks, drinking fountains and parking areas are now, or as of the completion of the Base Building improvements will b , in compliance with the requirements of the Americans With Disabilities Act of 1990 as amended by the ADA Amendments Act of 2008 and Title 24 of the California Code of Regulations and all other applicable federal, state, local and administrative laws, rules, regulations, orders and requirements intended to provide equal accessibility for persons with disabilities (collectively, "Disabilities Laws"). To best of Landlord's knowledge, the Building Systems are in working order and there are no material latent structural defects in the Building, the Premises or the Property which would render the Building or the Premises unsafe for occupancy. . Compliance with County shall use the Premises during the Term in compliance with applicable Laws, except that County shall not be required to make any structural alterations, additions or other modifications in order to comply therewith unless such modifications are necessary solely because of any Alterations to the Premises made by County pursuant to Section 7 hereof and such modifications are not otherwise Landlord's responsibility under this Lease. County shall be responsible for complying with any requirement of the Disabilities Laws relating to the placement of County's furniture or other County Personal Property and the operation of any programs in the Premises, other than any requirement relating to the physical structure,fixtures and permanent improvements of the remises or portions of the Property or Building along the path of travel to the Premises, which are Landlord's obligation as provided in Section 10.1 above. 10.3. Compliance with Insurance Requirements County shall not conduct any use in or about the Premises that would: ( ) invalidate or be in conflict with any fire or other casualty 'insurance policies covering the Building or any property located therein, (b) result in a refusal by fire insurance companies of good standing insure the Building or any such property in amounts reasonably satisfactory to Landlord or the holder of any mortgage or deed of trust encumbering the Building, (c) cause an increase in the fire insurance premium for the Building unless County agrees to pay such increase, or ( ) subject Landlord to any liability or responsibility for injury to any person or property by reason solely of any business operation being conducted by County in the Premises; provided, however, Landlord shall provide County with reasonable prior written notice of any applicable insurance requirements and no such insurance requirements shall materially and adversely interfere with County's normal business in the Premises. 11. SUBORDINATION This Lease is shall be subject and subordinate to the following (each an "Encumbrance"): ( ) any reciprocal easement agreements and ground leases or other underlying leases that may now exist or hereafter be executed affecting Landlord's interest in the Property, or any portion thereof, and ( ) the lien of any mortgage or deed of trust that may now exist or hereafter be executed by Landlord in any amount for which any part of the Property, any ground leases or underlying leases, or Landlord's interest or estate therein, is specified as security; provided that as a condition to any such Encumbrance, the holder of the Encumbrance shall, at County's request, enter into a subordination and nondisturbance agreement with County in a form then commercially reasonable, Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any Encumbrance. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, County shall pay subsequent Rent and attorn to and become the tenant of such successor Landlord, at the option of such successor-in-interest, provided that County has received proper written notice of such succession and the name and address of PI5 the successor landlord, and further provided that, in the case any Encumbrance hereafter executed, as condition to such attornment the holder of such Encumbrance shall, at County's request, agree that s long as County is not in default hereunder, such holder shall recognize this Lease and shall not disturb County in its possession of the Premises for any reason other than one that would entitle Landlord to terminate this Lease or otherwise i County of the remises in c r c with the terms hereof. The provisions of this Section shall be self-operative and no further instrument shall be required other than as provided in this Section. County agrees, however, to cu upon request by Landlord and in a form commercially reasonable, any additional documents evidencing the priority or subordination of this Lease with respect to any such Encumbrance as provided herein. Landlord shall use its best efforts to provide to ount , before the Effective Date, executed non- disturbance and attornment agreements from the holder of any existing Encumbrance. The form of such agreement shall be subject to ' reasonable approval. 12. DAMAGE AND DESTRUCTION If the Premises, the Building or any Building Systems are damaged by fire or other casualty, Landlord shall repair the same without delay(and if for is then carrying insurance on the Leasehold Improvements or if t at its sole option makes funds available to Landlord, Landlord shall also repair the Leasehold Improvements), provided that such repairs can be made under applicable laws within reasonable period after Landlord obtains all necessary permits for such repairs but not later than two hundred ten (210) days after the date of such damage ( "Repair Period"). In such event, this Lease shall remain in full force and effect, except that County shall be entitled to ate ent of Rent it such repairs are being made based upon the extent to hich such repairs interfere wit 's use of the Premises. Such abatement in Rent shall be based upon the extent to hich such damage and the making of such repairs interfere with County's business in r i lord's repairs shall not include, and the Rent shall not be abated result of, any damage by fire or other caul 's Personal Property or any damage caused the negligence r willful misconduct of County or its Agents. Within twenty ( ) days after the date of such damage, Landlord Il notify County whether or not, in Landlord's reasonable judgment a in o it , such repairs can e within the Repair Period. If such repairs cannot be made within the Repair Period, then either party hereto may, by written notice to the other given within thirty ( ) days after the date of such damage, terminate this Lease as of the date specified in such notice, which date shall be not less than ti ( ) nor more than sixty ( ) days after notice is iven by Landlord. In case of termination, the Rent shall be reduced a proportionate amount based upon the extent to hich such damage interferes it the conduct of County's business in the Premises, and County shall pay such reduced n the date of termination. Landlord shall refund to nt any Rent previously paid for any period of time subsequent to such date of termination. Notwithstanding the foregoing, in the event the Premises are damaged or destroyed by reason of flood or earthquake, and such damage or destruction is not fully covered insurance proceeds payable under the insurance policies Landlord is required to carry hereunder (excluding any deductible, for which Landlord shall be responsible), Landlord may terminate this Lease by written notice to ount within thirty ( ) days of the date Landlord receives i en notice that such damage is not covered insurance. Such notice from Landlord shall include equate written evidence of the denial of insurance coverage. If Landlord does not elect terminate this Lease as provided above, the Lease shall remain in full force and effect, and Landlord shall repair and restore the Premises as provided in this paragraph. If at any time uri the last six ( ) months of the Term of this Lease there is substantial damage that Landlord would be required to repair hereunder, Landlord or County may, at the respective option of ac , terminate this Lease as of the date such damage occurred giving written notice the other party of its election to iti thirty( ) days after the date of such provided, however, Landlord may terminate this Lease only if it would take more than thirty( )days to repair such damage. P16 The parties intend that the provisions of this Section govern fully their rights and obligations in the event of damage or destruction, and Landlord and County each hereby waives and releases any right to terminate this Lease in whole or in part under Section 1932, subdivision 2, Section 1933, subdivision 4, and Sections 1941 and 1942 of the Civil Code of California or under any similar law, statute or ordinance now or hereafter in effect, to the extent such rights are inconsistent with the provisions hereof. 13. EMINENT DOMAIN 13.1. Definitions (a) "Taking" means a taking or damaging, including severance damage, bye inent domain, inverse condemnation or for any public or quasi-public use under law. A Taking may occur pursuant to the recording of a final order of condemnation, or by voluntary sale or conveyance in lieu of condemnation or in settlement of a condemnation action. (b) "Date of Taking" means the earlier of(i)the date upon which title to the portion of the Property taken passes to and vests in the condemnor or(H)the date on which Tenant is dispossessed. (c) "Award" means all compensation, sums or anything of value paid, awarded or received for a Taking, whether pursuant to judgment, agreement, settlement or otherwise. 13.2. General If during the Term or during the period between the execution of this Lease and the Commencement Date, there is any Taking of all or any part of the Premises or any interest in this Lease, the rights and obligations of the parties hereunder shall be determined pursuant to this Section. County and Landlord intend that the provisions hereof govern fully in the event of a Taking and accordingly, the parties each hereby waive any right to terminate this Lease in whole or in part under Sections 1265.110, 1265.120, 1265.130 and 1265.140 of the California Code of Civil Procedure or under any similar law now or hereafter in effect. 13.3. Total Taking; Automatic Termination If there is a total Taking of the Premises, then this Lease shall terminate as of the Date of Taking. Partial Taking; Election to Terminate (a) If there is a Taking of any portion (but less than all)of the Premises, then this Lease shall terminate in its entirety if all of the following exist: (A)the partial Taking, in County's reasonable judgment, renders the remaining portion of the Premises untenantable or unsuitable for continued use by County for its intended purposes or otherwise materially adversely affect County's normal operations in the Premises, (B)the condition rendering the Premises untenantable or unsuitable either is not curable or is curable but Landlord is unwilling or unable to cure such condition, and (C) County elects to terminate. (b) in the case of a partial taking of a substantial portion of the Building, and if subsection (a)above does not apply, County and Landlord shall each have the right to terminate this Lease by written notice to the other within thirty(30)days after the Date of Taking, provided that, as a condition to County's right to terminate, the portion of the Building taken shall, in County's reasonable judgment, render the Premises unsuitable for continued use by County for its intended purposes or otherwise materially adversely affect County's normal operations in the Premises. (c) Either party electing to terminate under the provisions of this Section 13.4 shall do so by giving written notice to the other party before or within thirty(3 0)days after the Date of Taking, and thereafter this Lease shall terminate upon the later of the thirtieth (30th)day after such written notice is given or the Date of Taking. 13.5. Rent; Award pan termination of this Lease pursuant to an election under Section 13.4 above, then: (i) County's obligation to pay Rent shall continue up until the date of termination, and thereafter shall cease, except that Rent shall be reduced as provided in Section 13.6 below for any period during which this 10 P17 Lease continues in effect after the Date of Taking, and (ii) Landlord shall be entitled to the entire Award in connection therewith, except that County shall receive any Award made specifically for County's relocation expenses, the interruption of or damage to County's business, County's improvements pertaining to realty or damage to County's Personal Property. Partial Taking; Continuation of Lease If there is a partial Taking of the Premises under circumstances where this Lease is not terminated in its entirety under Section 13.4 above, then this Lease shall terminate as to the portion of the Premises so taken, but shall remain in full force and effect as to the portion not taken, and the rights and obligations of the parties shall be as follows: (a) Rent shall be reduced by an amount that is in the same ratio to the Rent as the area of the Premises taken bears to the area of the Premises prior to the Date of Taking, and (b) Landlord shall be entitled to the entire Award in connection therewith, provided that County shall receive any Award made specifically for County's relocation expenses or the interruption of or damage to County's business or damage to County's Personal Property. 13.7. Temporary Taking Notwithstanding anything to contrary in this Section, if a Taking occurs with respect to the Premises for a limited period of time not in excess of sixty(60) consecutive days, this Lease shall remain unaffected thereby, and County shall continue to pay Rent and to perform all of the terms, conditions and covenants of this Lease. In the event of such temporary Taking, County shall be entitled to receive that portion of any Award representing compensation for the use or occupancy of the Premises during the Term up to the total Rent owing by County for the period of the Taking. 14. ASSIGNMENT AND SUBLETTING Except as provided in this Section below, County shall not directly or indirectly sell, assign, encumber, pledge or otherwise transfer or hypothecate all or any part of its interest in or rights with respect to the Premises or its leasehold estate hereunder or permit all or any portion of the Premises to be occupied by anyone other than itself or sublet all or any portion of the Premises, without Landlord's prior written consent in each instance, which shall not be unreasonably withheld or delayed; provided that the Extension Option granted to the County in Section 3.4 shall not be exercisable by any assignee of this Lease or by any subtenant under a sublease that requires Landlord's prior written consent. The County hereby agrees that the foregoing limitation is reasonable. County shall have the right from time to time, upon notice to but without the consent of Landlord, to transfer this Lease or use and occupancy of all or any of the Premises to any department, commission or agency of the County of San at for uses permitted under this Lease. 15. DEFAULT; REMEDIES 15.1. Events of Default by County Any of the following shall constitute an event of default by County hereunder: (a) County's failure to make any timely payment of Rent and to cure such nonpayment within five(5) business days after receipt of written notice thereof from Landlord, provided that for the first monthly payment of Rent at the beginning of the Term and for the first monthly payment of Rent after the beginning of each new fiscal year for County, County shall have twenty(20)days to cure any such nonpayment after written notice thereof from Landlord; (b) County's abandonment of the Premises (within the meaning of California Civil Code Section 1951.3); or (c) County's failure to perform any other covenant or obligation of County hereunder (not involving the payment of money)and to cure such non-performance within thirty(30)days of the date of receipt of notice thereof from Landlord, provided that if more than thirty(30) days are reasonably required for such cure, no event of default shall occur if County commences such cure within such period and diligently prosecutes such cure to completion. P18 15.2. Landlord's Remedies Upon the occurrence of any event of default by County that is not Cured within the applicable grace period as provided above, Landlord shall have all rights and remedies available pursuant to law or granted hereunder, including the following: (a) The rights and remedies provided by California Civil Code Section 1951.2 (damages on termination for breach), including, but not limited to, the right t o t erminate County's right to possession of the Premises and to recover the worth at the time of award oft amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the a mount of rental loss for the same period that County proves could be reasonably avoided, as computed Pursuant to subsection(b)of such Section 1951.2. (b) The rights and remedies provided by California Civil Code Section 1951.4 (continuation of lease after breach and abandonment),which allows Landlord to continue this Lease in effect and to enforce all of its rights and remedies under this Lease, including the right to recover Rent as it becomes due, for so long as Landlord does not terminate County's right to Possession, if County has the right to sublet or assign, subject only to reasonable limitations. 15.3. Landlord's Default If Landlord fails to perform any of its obligations under this Lease, then (without limiting any of County's other cure rights under this Lease) County may, at its sole option, cure such default at Landlord's expense if such default continues after thirty (30) days from the date County gives notice to Landlord of County's intention to perform such cure. However, in the case of a default which for causes beyond Landlord's control (excluding any financial inability to perform) cannot with due diligence be cured within such 10-day period, such 10-day period shall be extended if Landlord, promptly upon receipt of County's notice, advises County of Landlord's intention to take all steps required to cure such default, and Landlord promptly commences such cure and diligently prosecutes the same to completion. Subject to the other provisions of this Lease relating to abatement of Rent, if Landlord fails to cure any default within the cure period provided above, then, whether or not County elects to cure Landlord's default as provided herein, the Base Rent and any other charges hereunder shall be abated based on the extent to which such default interferes with County's ability to carry on its business at the Premises. Notwithstanding the foregoing, if any such default by Landlord continues for sixty (60) days and impairs County's ability to carry on its business in the Premises, then County shall have the right to terminate this Lease upon written notice to Landlord within thirty (30) days after the expiration of such 60-day period. County's rights hereunder and under Section 3.3 (Delay in Delivery of Possession), Section 5.3 (interference with Access), and Section 9.4 (Disruption in Essential Services), shall not limit in any way any of its other rights and remedies hereunder or at law or in equity. 16. INDEMNITIES 16.1. County's Indemnity County shall indemnify, defend and hold harmless("Indemnify") Landlord and its Agents from and against any and all claims, costs and expenses (collectively, "Claims"), incurred as a result of(a) County's use of the Premises, (b) any default by County in the performance of any of its material obligations under this Lease, or (c) any negligent acts or omissions of County or its Agents in, on or about the Premises or the Property; provided, however, County shall not be obligated to Indemnify Landlord or its Agents to the extent any Claim arises out of the negligence or willful misconduct of Landlord or its Agents. County shall have the right to control the defense and to determine the settlement or compromise of any action or proceeding, provided that Landlord shall have the right, but not the obligation, to participate in the defense of any such Claim at its sole cost. County's obligations under this Section shall survive the termination of the Lease. Landlord's Indemnity Landlord shall Indemnify County and its Agents against any and all Claims incurred as a result of (a) any default by Landlord in the performance of any of its obligations under this Lease or any material 12 P19 breach of any representations or warranties made by Landlord under this Lease, or(b)any negligent acts or omissions of Landlord or its Agents in, on or about the Premises or the Property; provided, however, Landlord shall not be obligated to Indemnify County or its Agents to the extent any Claim arises out of the negligence or willful misconduct of County or its Agents. In any action or proceeding brought against County or its Agents by reason of any Claim Indemnified by Landlord hereuncier, Landlord may, at its sole option, elect to defend such Claim by attorneys selected by Landlord. Lan lord shall have the right to control the defense and to determine the settlement or compromise of any action or proceeding, provided that County shall have the right, but not the obligation, to participate in the defense of any such Claim at its sole cost. Landlord's obligations under this Section shall survive the termination of the Lease. 16.3. Concurrent Negligence In the event of concurrent negligence of County, its officers and/or employees, and Landlord, its officers and/or employees, then the liability for any and all claims for injuries or damage to persons and/or property which arise out of terms and conditions of this Agreement shall be apportioned according to the California theory of comparative negligence. 17. INSURANCE 17.1. County's Self-insurance Landlord acknowledges that County maintains a program of self-insurance and agrees that County shall not be required to carry any insurance with respect to this Lease. County assumes the risk of damage to any of County's Personal Property, except for damage caused by Landlord or its Agents. County is presently self-insured in the amount of $300,000 each occurrence giving rise to personal injury and property damage liabilities for which County could be held responsible. In addition, County presently has in force excess insurance in the amount of $4,750,000 per occurrence with an annual aggregate of $54,750,000. Said self-insurance and excess insurance provide coverage for personal injury and property damage liabilities arising out of the acts and/or omissions of Tenant, its officers, agents, contractors and employees, while on the Premises. Tenant upon request of Landlord shall furnish Landlord with a Certificate of Insurance which shall provide that Landlord would receive ten (10) days' prior notice of cancellation, change in scope or modification in coverage of such coverage. Nothing herein shall be interpreted to require Tenant or its insurer to provide a defense for, to provide insurance for, or to indemnify Landlord except as may be otherwise required by law. 18. ACCESS BY LANDLORD Landlord reserves for itself and any designated Agent the right to enter the Premises at all reasonable times and, except in cases of emergency (in which event Landlord shall give any reasonable notice), aft er giving County at least twenty four (24) hours' advance written or oral notice, for the purpose of (1) inspecting the Premises, (ii) supplying any service to be provided by Landlord hereunder, (M) showing the Premises to any prospective purchasers, mortgagees or, during the last six(6) months of the Term of this Lease, tenants, (iv) posting notices of non-responsibility, and (v) altering, improving or repairing the Premises and any portion of the Building, and Landlord may for that purpose erect, use and maintain necessary structures in and through the Premises where reasonably required by the character of the work to be performed, provided that the entrance to the Premises shall not be blocked thereby, and further provided that County's use shall not be interfered with. 19. ESTOPPEL CERTIFICATES Either party, from time to time during the Term upon not less than ten (10) days' prior written notice from the other party, shall execute, acknowledge and deliver to the other party, or such persons or entities designated by such other party, a certificate stating: (a) the Commencement Date and Expiration Date of this Lease, (b) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications), (c) that 13 P20 there are no defaults under this Lease( r if so, specifying the same), ( )the cJate to which Rent has been paid, and ( )any other information that may be reasonably required. 20. SURRENDER OF PREMISES Upon the expiration or sooner termination of this Lease, County shall surrender the Premises to Landlord in good order and condition, reasonable use and wear and damage by fire or other casualty excepted. Within ten (1 0) days after the Expiration Date, County shall remove from the Premises all of County's Personal Property, County's telecommunications, data and computer facilities and any Alterations County desires or is required to remove from the Premises pursuant to the provisions of Section 7.1 (Alterations by County), above; and with respect to Alterations that County is required to remove pursuant to Section 7.1, County shall restore the Premises to substantially the condition existing prior to such Alterations, reasonable wear and tear excepted. County shall repair or pay the cost of repairing any damage to the Premises or the Building resulting from uc removal. Notwithstanding anything to the contrary in this Lease, County shall not be required to li or remove from the Premises any of the Leasehold Improvements. County's li tion under this Section shall survive the expiration or earlier termination of this Lease. 21. HAZARDOUS MATERIALS 21.1. Definitions As used in this Lease, the following terms shall have the meanings hereinafter set forth: (a) "Environmental Laws" shall mean any federal, state, local r administrative law, rule, regulation, order or requirement relating to industrial hygiene, environmental conditions or Hazardous Material, whether now in effect or hereafter adopted. "Hazardous Material"shall mean any material that, cause of its quantity, concentration or physical or chemical characteristics, is deemed by any federal, state or local governmental authority to pose a present or potential hazard to human health or safety or to the environment. Hazardous Material includes,without limitation, any material or substance defined as "hazardous substance,"or"pollutant" or"contaminant" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1 (" ", also commonly known as the" e un " law), as amended, ( Sections 601 et .}, or pursuant to ection 25316 of the California Health f ty Code; any"hazardous waste" listed pursuant to ection 25140 of the California Health Safety ode; any asbestos and asbestos containing materials whether or not such materials are part of the structure of the Building or are naturally occurring substances on or about the Property; and petroleum, including crude oil or any fraction thereof, natural gas or natural gas liquids. (c) "Release"when used with respect to r ou Material shall include any actual or imminent spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into or inside the Building, or in, on, under or about the Property. 21.2. I Representations Landlord represents and warrants to County that, to the best of Landlord's knowledge, the following statements are true and correct and will be true and correct as of the Commencement ate: (a) the Property is not in violation of any Environmental Laws; ( ) the Property is not now, nor has it been, used for the manufacture, use, storage, discharge, deposit, transportation or disposal of any Hazardous Material, except for the use of such substances in such limited quantities as are customarily used in offices, which limited use has been and is in compliance with Environmental Laws; (c) the Property does not consist of any landfill or contain any underground storage tanks; ( ) the Building does not consist of any asbestos-containing materials or building materials that contain any other Hazardous Material, nor do the Premises or the common areas of the Building contain any lead-based paints; ( )there has been an is no Release of any Hazardous Material in the Building or in, on, under or about the Property; and ( ) the Property is not subject to n claim by any governmental regulatory agency or third party related to the Release of any Hazardous Material, and there is no inquiry by any governmental agency (including, without limitation, the California Department of Toxic Substances Control or the Regional Water Quality 1 P21 Control Board) with respect to the presence of Hazardous Material in the E3uilding or in, on, under or about the Property, or the migration of Hazardous Material from or to other real property. Subject to County's obligations under this Section below, Landlord shall maintain the Property, at its cost, throughout the Term in compliance with all Environmental Laws that could affect the health, safety and welfare of County's employees or County's use, occupancy or enjoyment of the Premises for their intended purposes. 21.3. Landlord's Environmental Indemnity Without limiting Landlord's Indemnity in Section 16.2 (Landlord's Indemnity), above, Landlord shall Indemnify County and its Agents against any and all Claims arising during or after the Term of this Lease (a) as a result of any breach of any of Landlord's representations, warranties or covenants in the preceding Section, or (b) in connection with any presence or Release of Hazardous Material in the Building or on, under or about the Property, unless County or its Agents, or some other third party, other than Landlord or Landlord's agents, used such Release. 21.4. County's Covenants Neither County nor its Agents shall cause any Hazardous Material to be brought upon, kept, used, stored, generated or disposed of in, on or about the Premises or the Property, or transported to or from the Premises or the Property, in violation of any Environmental Laws, provided that County may use such substances in such limited amounts as are customarily used in offices so long as such use is in compliance with all applicable Environmental Laws. 21.5. County's Environmental Indemnity If County breaches its obligations contained in the preceding Section 21.4, or if County or its Agents cause the Release of Hazardous Material from, in, on or about the Premises or the Property, then County shall Indemnify Landlord against any and all Claims arising during or after the Term of this Lease as a result of such Release, except to the extent Landlord or its Agents is responsible for the Release. The foregoing Indemnity shall not include any Claims resulting from the non-negligent aggravation by County, its Agents or Invitees of physical conditions of the Premises, or other parts of the Property, existing prior to County's occupancy. 22. SPECIAL PROVISIONS one 23. GENERAL PROVISIONS 23.1. Notices Except as otherwise specifically provided in this Lease, any notice given under this Lease shall be in writing and given by delivering the notice in person or by commercial courier, or by sending it by first-class mail, certified mail, return receipt requested, or Express Mail, return receipt requested, with postage prepaid, to: (a) County at Tenant's address set forth in the Basic Lease Information; or (b) Landlord at Landlord's address set forth in the Basic Lease Information; or (c) such other address as either Landlord or County may designate as its new address for such purpose by notice given to the other in accordance with this Section. Any notice hereunder shall be deemed to have been given and received two (2) days after the date when it is mailed if sent by first-class, certified mail, one day after the date when it is mailed if sent by Express Mail, or upon the date personal delivery is made. For convenience of the parties, copies of notices may also be given be telefacsimile to the telefacsimile number set forth in the Basic Lease Information or such other number as may be provided from time to time; however, neither party may give official or binding notice by telefacsimile. 23.2. No Implied Waiver No failure by either party to insist upon the strict performance of any obligation of the other party under this Lease or to exercise any right, power or remedy consequent upon a breach thereof shall 15 P22 constitute a waiver of any such breach or of such term, covenant or condition. No acceptance of full or partial Rent by Landlord while County is in default hereunder shall constitute waiver of such default by Landlord. No express written waiver of any default or the performance of any provision hereof shall affect any other default or performance, or cover any other period of time, other than the default, performance or period of time specified in such express waiver. One or more written waivers of default or the performance of any provision hereof shall not be deemed to be a waiver of a subsequent default or performance. The consent of Landlord or County given in one instance under the terms of this Lease shall not relieve the other party of any obligation to secure the consent to any other or future instance under the terms of the Lease. 23.3. Amendments Neither this Lease nor any terms or provisions hereof may be changed, waived, discharged or terminated, except by a written instrument signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. No waiver of any breach shall affect or alter this Lease, but each and every term, covenant and condition of this Lease shall continue in full force and effect with respect to any other then-existing or subsequent breach thereof. Whenever this Lease requires or permits the giving by County of its consent or approval, the Deputy County Manager, or his or her designee shall be authorized to provide such approval, except as otherwise provided by applicable law, including the County's Ordinance Code and Charter. Any amendments or modifications to this Lease, including, without limitation, amendments to or modifications to the exhibits to this Lease, shall be subject to the mutual written agreement of Landlord and County and may be made upon the sole approval of the Deputy County Manager, or his or her designee; provided, however, material amendments or modifications to this Lease (i) changing the legal description of the Premises, (ii) increasing the Term, (iii) increasing the Rent, (iv)changing the general use of the Premises from the use authorized under Section 5.1 of this Lease, and (vi) any other amendment or modification which materially increases the County's liabilities or financial obligations under this Lease shall additionally require the approval of the County's Board of Supervisors. 23.4. Authority Landlord represents and warrants to County that the execution and delivery of this Lease by Landlord has been duly authorized and does not violate any provision of any agreement, law or regulation to which Landlord or the Property is subject. Parties it Approvals If applicable, the word "Landlord" as used in this Lease shall include the plural as well as the singular. As used in this Lease, the term "Agents"when used with respect to either party shall include the agents, employees, officers and contractors of such party, and the term "Invitees"when used with respect to County shall include the clients, customers, invitees, guests, licensees, assignees or subtenants of County. All approvals, consents or other determinations permitted or required y County under this Lease shall be made by or through County's uty County Manager unless otherwise provided in this Lease, subject to any applicable limitations in the Ordinance Code or the Charter of the County of San Mateo. 23.6. Interpretation The captions preceding the articles and sections of this Lease and in the table of contents have been inserted for convenience of reference only and such captions shall in no way define or limit the scope or intent of any provision of this Lease. This Lease has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with herein and shall be interpreted to achieve the intent and purposes of the parties, without any presumption against the party responsible for drafting any part of this Lease. Except as otherwise specifically provided herein, wherever in this Lease Landlord or County is required or requested to iv its consent or approval to any matter or action by the other, such consent or approval shall not be unreasonably withheld or delayed and the reasons for disapproval of consent shall be stated in reasonable detail in writing. Provisions in this Lease relating to number of days shall be calendar days, unless otherwise specified, provided that if the last day of any period to give notice, reply to a notice or to undertake any other action occurs on a Saturday, 1 P23 Sunday or a bank or County holiday, then the last day for undertaking the action or giving or replying to the notice shall be the next succeeding business day. Use of the word "including" or similar words shall not be construed to limit any general term, statement or other matter in this Lease, whether or not language of non-limitation, such as "without limitation"or similar words, are used. 23.7. Successors and Assigns Subject to the provisions of Section 14 relating to assignment and subletting, the terms, covenants and conditions contained in this Lease shall bind and inure to the benefit of Landlord and County and, except as otherwise provided herein, their personal representatives and successors and assigns. There are no third-party beneficiaries to this Lease. Brokers Neither party has had any contact or dealings regarding the leasing of the Premises, or any communication in connection therewith, through any licensed real estate broker or other person who could claim a right to a commission or finder's fee in connection with the lease contemplated herein, except for the broker, if any, identified in the Basic Lease Information, whose commission, if any is due, shall be the sole responsibility of Landlord pursuant to a separate written agreement between Landlord and such broker, and County shall have no liability therefor. In the event that any other broker or finder perfects a claim for a commission or finder's fee based upon any such contact, dealings or communication, the party through who the broker or finder makes his claim shall be responsible for such commission or fee and shall Indemnify the other party from any and all Claims incurred by the indemnified party in defending against the same. The provisions of this Section shall survive any termination of this Lease. Severabillity If any provision of this Lease or the application thereof to any person, entity or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to persons, entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each other provision of this Lease shall be valid and be enforceable to the full extent permitted by law. 23.10. Governing Law This Lease shall be construed and enforced in accordance with the laws of the State of California. 23.11. Entire Agreement The parties intend that this Lease (including all of the attached exhibits, which are made a part of this Lease) shall be the final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous written or oral agreements or understandings. The parties further intend that this Lease shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever (including prior drafts hereof and changes therefrom) may be introduced in any judicial, administrative or other legal proceeding involving this Lease. 23.12. Holding Over Should County hold over in possession of the Premises after the expiration of the Term with Landlord's consent, such holding over shall not be deemed to extend the Term or renew this Lease, but such tenancy thereafter shall continue as a month-to-month tenancy. Such tenancy shall be on all the terms and conditions set forth in this Lease and at the monthly Base Rent in effect during the last month of the Term of the Lease or such other rental as Landlord and County may mutually agree in writing as a condition to Landlord's consent to such holding over, and County shall continue as a month-to-month tenant until the tenancy shall be terminated by Landlord giving County or County giving Landlord at least thirty (30) days' prior written notice of termination. The County shall not be permitted to hold over without Landlord's consent and Landlord reserves the right to commence eviction proceedings Should County hold the rent payable by County during the period of such holding over shall be one hundred ten percent 17 P24 (110%) of the monthly Base Rent in effect during the last month of the Term of this Lease, and such tenancy shall otherwise be on the terms and conditions contained herein. 23.13. Cumulative Remedies All rights and remedies of either party hereto set forth in this Lease shall be cumulative, except as may otherwise be provided herein. 23.14. Time of Essence Time is of the essence with respect to all provisions of this Lease in which a definite time for performance is specified. 23.15. Survival of Indemnities Termination of this Lease shall not affect the right of either party to enforce any and all indemnities and representations and warranties given or made to the other party under this Lease, nor shall it effect any provision of this Lease that expressly states it shall survive termination hereof. Each party hereto specifically acknowledges and agrees that, with respect to each of the indemnities contained in this Lease, the indemnitor has an immediate and independent obligation to defend the indemnitees from any claim which actually or potentially falls within the indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at the time such claim is tendered to the indemnitor by the indemnitee and continues at all times thereafter. 23.16. Signs County may erect or post signs on or about the Premises subject to Landlord's prior approval as provided below. Landlord reserves the right to review the placement, design, and plan for any such sign prior to its erection or posting and agrees that the approval thereof shall not be unreasonably withheld or delayed. 23.17. Quiet Enjoyment and Title Landlord covenants and represents that it has full right, power and authority to grant the leasehold estate hereunder, and covenants that County, upon paying the Rent hereunder and performing the covenants hereof, shall peaceably and quietly have, hold and enjoy the Premises and all appurtenances during the full Term of this Lease as against all persons or entities claiming by and through Landlord or on account of any action, inaction or agreement of Landlord or its Agents. Without limiting the provisions of Section 16.2 (indemnities), Landlord agrees to Indemnify County and its Agents against Claims arising out of any assertion that would interfere with County's right to quiet enjoyment as provided in this Section. 23.18. Bankruptcy Landlord represents and warrants to County that Landlord has neither filed nor been the subject of any filing of a petition under the federal bankruptcy law or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors, and, to the best of Landlord's knowledge, no such filing is threatened. Landlord and County agree that County's leasehold estate created hereby includes, without limitation, all rights to receive and enjoy all services, facilities and amenities of the Premises and the Building as provided herein, and that if any of such services, facilities or amenities are terminated, or materially limited or restricted on account of any such case or proceeding, or for any other reason, County shall have the right to (i) contract directly with any third-party provider of such services, facilities or amenities to obtain the same, and (ii) offset against the Base Rent or other charges payable hereunder any and all reasonable costs and expenses incurred by County in obtaining such services,facilities or amenities. 23.19. Transfer of Landlord's Interest Landlord shall have the right to transfer its interest M the Property, the Building or this Lease to any other financially responsible person or entity. In the event of any such transfer, Landlord shall be 18 P25 relieved, upon notice to County of the name and address of Landlord's successor, of any obligations accruing hereunder from and after the date of such transfer. 23.20. Non-Liability of County Officials, Employees and Agents Notwithstanding anything to the contrary in this Agreement, no elective or appointive board, commission, member, officer, employee or agent of County shall be personally liable to Landlord, its successors and assigns, in the event of any default or breach by County or for any amount which may become due to Landlord, its successors and assigns, or for any obligation of County under this Lease. 23.21. Counterparts This Lease may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 23.22. Certification by Landlord By executing this Lease, Landlord certifies that Landlord is not suspended, debarred or otherwise excluded from participation in federal assistance programs. Landlord acknowledges that this certification of eligibility to receive federal funds is a material term of this Lease. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, LANDLORD ACKNOWLEDGES AND AGREES THAT NO OFFICER OR EMPLOYEE OF COUNTY HAS AUTHORITY TO COMMIT COUNTY HERETO UNLESS AND UNTIL THE COUNTY'S BOARD OF SUPERVISORS SHALL HAVE DULY ADOPTED A RESOLUTION OR ENACTED AN ORDINANCE APPROVING THIS LEASE AND AUTHORIZING CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY. THEREFORE, ANY OBLIGATIONS OR LIABILITIES OF COUNTY HEREUNDER ARE CONTINGENT UPON ADOPTION OF SUCH A RESOLUTION, AND THIS LEASE SHALL BE NULL AND VOID UNLESS COUNTY'S BOARD OF SUPERVISORS APPROVE THIS LEASE, IN THEIR RESPECTIVE SOLE AND ABSOLUTE DISCRETION, AND IN ACCORDANCE WITH ALL APPLICABLE LAWS. APPROVAL OF THIS LEASE BY ANY DEPARTMENT, COMMISSION OR AGENCY OF COUNTY SHALL NOT BE DEEMED TO IMPLY THAT SUCH RESOLUTION WILL BE ADOPTED NOR WILL ANY SUCH APPROVAL CREATE ANY BINDING OBLIGATIONS ON COUNTY, 19 P26 Landlord and County have executed this Lease as of the date first written abo\fe. LANDLORD: Successor Agency to the Redevelopment Agency of the City of South San Francisco, a public entity BY: Armando Sanchez Development Consultant COUNTY. COUNTY OF SAN MAT O, a political subdivision of the State of California BY: Carole Groom President, Board of Supervisors ATTESTED: Clerk of Said Board 20 P27 OFFICE EXHIBIT FLOOR ) CONSISTING PAGE(S) P28 EXHIBIT B [Date] Mr. Michael Callagy Deputy County Manager County of San Mateo 400 County Center Redwood City, CA 94063 RE: Acknowledgement of Commencement Date, Lease Between the Successor Agency of the City of South San Francisco Redevelopment Agency(Landlord), and the COUNTY OF SAN MATEO (Tenant),for the premises known as 306 Spruce Avenue, South San Francisco. Dear Mr. Callagy: This letter will confirm that for all purposes of the Lease, the Commencement Date (as defined in Section 3.2 of the Lease) is 2015. Please acknowledge your acceptance of this letter by signing and returning a copy of this letter. Very truly yours, B Title Accepted and Agreed: By Deputy County Manager P29 EXHIBIT BUILDING L REGULATIONS PROVIDED TO BE REVIEW P30 EXHIBIT County's ADA Work Plan 2514832.1