HomeMy WebLinkAbout10 - CC-10 - Mesa Verde Library Lease Agreement - 10/17/2017CITY COUNCIL AGENDA REPORT
MEETING DATE: OCTOBER 17, 2017 ITEM NUMBER: CC -10
SUBJECT: MESA VERDE LIBRARY LEASE AGREEMENT BETWEEN THE CITY OF COSTA
MESA AND COUNTY OF ORANGE FOR THE OPERATION OF THE MESA
VERDE LIBRARY
DATE: OCTOBER 6, 2017
FROM: TAMARA S. LETOURNEAU, ASSISTANT CITY MANAGER
PRESENTATION BY: TAMARA S. LETOURNEAU, ASSISTANT CITY MANAGER
FOR FURTHER INFORMATION CONTACT: TAMARA S. LETOURNEAU, ASSISTANT CITY
MANAGER AT (714) 754-5122
RECOMMENDATION
Staff recommends that the City Council approve the 10 -year lease between the City of Costa Mesa
and the County of Orange for the lease of the Mesa Verde Branch Library site and authorize the
Mayor to sign the agreement.
BACKGROUND
The City of Costa Mesa is a member of the Orange County Public Libraries (OCPL) system.
Orange County operates libraries throughout Orange County on behalf of its member cities. The
City and the County of Orange entered into a lease for the operation of the Mesa Verde Library
(2969 Mesa Verde Drive East) on October 16, 2007. The lease was for 10 years and terminates on
October 31, 2017.
OCPL relies on property tax revenues as their primary funding source. In July 2011, the County
requested that the City eliminate the rent requirements in the lease because the County was facing
significant reductions in property tax revenues and needed to reduce its operating budgets. At that
time the City and County entered into the first and only amendment to the 2007 lease for the Mesa
Verde library, which eliminated the lease payment provisions. This has been the only change to
the lease in the last 10 years.
ANALYSIS
The County has requested another 10 -year lease for the continued operation of the Mesa Verde
Library with the same terms. Attachment A is the proposed lease between the City and OCPL
from November 1, 2017 through October 31, 2027. The terms of the lease include the City being
responsible for the maintenance of the facility (e.g. carpeting, painting, heating/air conditioning)
and the County being responsible for the utilities. Consistent with the 2011 amendment the lease
payments from the County to the City are not included in this new 10 -year lease.
The City and County have enjoyed a good working relationship, especially in relation to the
operation of the Libraries in the City. Specifically, the County has done a great job of operating the
Mesa Verde Library. All of the programs from children's programs to adult programs are very well
attended. On any given day you can walk into the Library and find the computer terminals all being
used, children's programs with maximum attendance and people asking for assistance at the
counter from the friendly staff. There is good cooperation and a spirit of working together to
achieve the common goal of providing quality library services to this community. Staff
recommends that the City Council approve this new 10 -year lease for the operation of the Mesa
Verde Library.
As required in the current lease, the City has been responsible for the maintenance of the Library and
will continue to be in the new lease. This new lease requires the City to paint and carpet the facility in
2023. The Public Services Department has reviewed this lease and approves of the terms. Staff will
include this in the Capital Improvement Program (CIP) budget for FY 2022-23.
ALTERNATIVES CONSIDERED
1. The City Council could request amendments to the terms of the lease.
2. The City Council could decide not to approve the new lease and if it was the City Council's
desire to continue to have the Mesa Verde Library operational the City would have to find a
new operator or operate the Library with City staff, both of which would have a significant
negative impact on the City's budget.
FISCAL REVIEW
The terms of this lease does not change the fiscal impact to the City of Costa Mesa. The City has
included the maintenance costs in the CIP budget in the past and will continue to do so moving
forward. The County will continue to pay for the staffing and the utility costs.
LEGAL REVIEW
The City Attorney's office has review and approved this lease agreement.
CONCLUSION
Staff recommends that the City Council approve the 10 -year lease between the City of Costa Mesa
and the County of Orange for the lease of the Mesa Verde Branch Library site and authorize the
Mayor to sign the agreement.
TAMARA S. LETOURNEAU STEVE DUNIVENT
Assistant City Manager Interim Finance Director
THOMAS DUARTE
City Attorney
Attachment A: Mesa Verde Library Lease Agreement
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' CM22-L-BR2
Costa Mesa/Mesa Verde Library
Attachment A
LEASE AGREEMENT
THIS LEASE AGREEMENT ("Lease") is made and entered into November 1, 2017 ("Commencement
Date"), by and between the CITY OF COSTA MESA, a municipal corporation (hereinafter referred to as
"CITY"), and the COUNTY OF ORANGE, a political subdivision of the State of California (hereinafter
referred to as "COUNTY") without regard to number and gender. The CITY and COUNTY may individually
be referred to herein individually as a "Party" or collectively as the "Parties."
RECITALS
WHEREAS, CITY is the owner of the property located at 2969 Mesa Verde Drive East, Costa Mesa,
California and all appurtenances thereon known as Mesa Verde Library, which property is more particularly
described and depicted in Exhibit "A" and Exhibit "B," both attached hereto and incorporated herein by this
reference (the "Premises"); and
WHEREAS, COUNTY desires to lease from City the Premises; and
WHEREAS, COUNTY and CITY desire to set forth their respective obligations in connection with
such lease.
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions set forth herein,
the Parties agree as follows:
1. DEFINITIONS (1.0 SA)
"Board of Supervisors" means the Board of Supervisors of the County of Orange, a political subdivision of
the State of California.
"Building" means the building commonly known as the Mesa Verde Branch Library constituting a portion of
the Premises.
"Chief Real Estate Officer" means the Chief Real Estate Officer, County Executive Office, County of
Orange, or upon written notice to CITY, such other entity as shall be designated by the County Executive
Officer.
"City Manager" means the City Manager of the City of Costa Mesa.
"County Counsel" means the County Counsel, County of Orange, or designee, or upon written notice to
CITY, such other person or entity as shall be designated by the County Executive Officer or the Board of
Supervisors.
"County Executive Officer" means the County Executive Officer, County Executive Office, County of
Orange, or designee, or upon written notice to CITY, such other person or entity as shall be designated by the
Board of Supervisors.
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"County Librarian" means the County Librarian of the Orange County Public Library of the County of
Orange, or designee, or such other person or entity as shall be designated by the County Executive Officer or
the Board of Supervisors.
"Risk Manager" means the Risk Manager, County Executive Office, Risk Management, County of Orange,
or designee, or upon written notice to CITY, such other person or entity as shall be designated by the County
Executive Officer or the Board of Supervisors.
2. LEASE
CITY shall lease to COUNTY the Premises, subject to the terms and conditions set forth herein.
3. USE (2.1 S)
COUNTY shall use the Premises to provide free public library services. COUNTY shall not use the Premises
or any portion thereof for any illegal or unlawful purpose and shall not cause or permit a nuisance to be created
or maintained therein.
4. RENT (3.1 S)
In exchange for the valuable consideration of providing free public library services, COUNTY's use of the
Premises shall be rent-free throughout the term of this Lease and shall continue to be rent-free as long as
COUNTY uses the Premises to provide free public library services.
5. TERM (2.2A S)
The term of this Lease shall be ten (10) years ("Term"), commencing November 1, 2017 and terminating on October
31, 2027, unless previously terminated as provided herein or as otherwise agreed to in writing by the Parties.
6. PARKING (1.4 S)
CITY, throughout the term of this Lease, shall provide thirty (30) parking spaces for COUNTY's free and
exclusive use. Said parking spaces are to be located in the parking area shown on Exhibit `B." COUNTY's
use of said parking spaces shall be subject to all reasonable rules and regulations which are prescribed by CITY
from time to time for the efficient operation of the parking areas for the Building and provided to COUNTY
in writing.
In addition to said parking spaces, CITY shall also provide parking for disabled persons in accordance with
the Americans with Disabilities Act, Section 7102 of the California Uniform Building Code and the applicable
codes and/or ordinances relating to parking for disabled persons as established by the local jurisdiction in
which the Premises is located where the provisions of such local codes and/or ordinances exceed or supersede
the State requirements.
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7. OPTION TO TERMINATE LEASE (2.4 N)
Unless earlier terminated as set forth herein, this Lease may be terminated at any time by either Party by giving
written notice to the other Party at least one hundred and eighty (180) days prior to said termination date. Upon
termination of this Lease, COUNTY shall remove all COUNTY -owned property and equipment from the
Premises in a timely manner.
8. IMPROVEMENTS BY CITY (4.2 N)
CITY, at its sole expense, agrees to maintain all painted surfaces and all carpeted surfaces within the Premises
in accordance with CITY's maintenance schedule, attached herein as Exhibit "C." If required during the term
of this Lease, CITY, at its sole expense, will repaint and/or recarpet the Premises on a date agreed upon by the
Parties.
9. ALTERATIONS
COUNTY may make improvements and changes in the Premises, including but not limited to the installation
of fixtures, partitions, counters, shelving, and equipment as deemed necessary or appropriate. It is agreed that
any such fixtures, partitions, counters, shelving, or equipment attached to or placed upon the Premises by
COUNTY shall be considered as personal property of COUNTY, which shall have the right to remove same.
COUNTY agrees that the Premises shall be left in as good condition as when received, reasonable wear and
tear excepted.
10. ORANGE COUNTY TELECOMMUNICATIONS NETWORK (2.7 SA)
CITY agrees that COUNTY may install, at COUNTY's sole cost and expense, telecommunication devices in,
on, or around the Premises and Building in accordance with the relevant and applicable COUNTY
telecommunications network plans and specifications, provided that the provisions of Section 9
(ALTERATIONS), shall be applicable to such work. It shall be COUNTY's responsibility to obtain all
governmental permits and/or approvals required for such installation; however, CITY shall reasonably
cooperate with COUNTY as necessary or appropriate, to obtain said permits and/or approvals. Additionally,
COUNTY or COUNTY's subcontractor may enter the Premises and/or Building to maintain, repair or replace
the COUNTY telecommunications network consistent with said contract between COUNTY and service
provider. COUNTY may, in its discretion, remove any cabling, conveyance systems or cabling conduit
installed by COUNTY. Upon the expiration or termination of this Lease, COUNTY reserves all rights to
remove, in its discretion, any such telecommunication improvements from the Premises and/or Building.
11. COUNTY PROPERTY (4.3 SA)
All trade fixtures, merchandise, inventory, telecommunications equipment, supplemental air conditioning
equipment and all personal property placed in or about the Premises by, at the direction of or with the consent
(express or implied) of the COUNTY, its employees, agents, licensees or invitees, shall be at the sole risk of
the COUNTY, and CITY shall not be liable for any loss of or damage to said property resulting from any cause
whatsoever unless such loss or damage is the result of CITY's negligence or willful misconduct. CITY hereby
waives any and all lien rights, whether statutory or common law or established pursuant to this Lease, that
CITY may have as "landlord" with respect to any and all goods, wares, equipment, fixtures, furniture,
improvements and other personal property of COUNTY presently or which may hereafter be situated within
the Premises.
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12. REPAIR AND MAINTENANCE (5.1 A N)
COUNTY shall provide, at its own cost and expense, all janitorial supplies and services to the Premises,
including the supplying of restroom expendables and replacement of light bulbs and fluorescent tubes.
COUNTY shall also provide, at its own cost and expense, the cleaning and refinishing of interior surfaces and
repair of all damage caused by COUNTY's patrons' use and misuse of the Premises.
CITY shall provide, at its own cost and expense, all other repair and maintenance items, including, but not
limited to, maintenance of the Heating, Ventilation, Air Conditioning ["HVAC"] system. The HVAC system
serving the Premises shall be capable of maintaining the Premises at 78° Dry Bulb at a maximum range of 40%
to 60% relative humidity during the summer when the outdoor temperature is 95° Dry Bulb, and at 68° Dry
Bulb in the winter when the outside temperature is 35° Dry Bulb.
In order for the COUNTY to comply with the California Code of Regulations, Title 8, Section 5142, and as it
may be subsequently amended, CITY shall inspect the HVAC system at least once every month or on a
schedule agreed to in writing by CITY and COUNTY, and provide repair and maintenance accordingly.
CITY's inspections and maintenance of the HVAC system shall be documented in writing. CITY shall at a
minimum maintain a record of. (a) the name of the individual(s) inspecting and/or maintaining the system, (b)
the date of the inspection and/or maintenance, and (c) the specific findings and actions taken. CITY shall
ensure that such records are retained for at least five (5) years. CITY shall make all HVAC records required
by this section available to COUNTY for examination and copying, within forty-eight (48) hours of a written
request. CITY acknowledges that COUNTY may be subject to fines and/or penalties for failure to provide
said records to regulatory agencies within the given timeframes. Should COUNTY incur fines and/or penalties
as a direct result of CITY's failure to provide said records to COUNTY, CITY shall reimburse COUNTY for
said fines and/or penalties within thirty (30) days of receipt of written notice from COUNTY of such fines
and/or penalties.
13. UTILITIES (5.2 N)
COUNTY shall be responsible for and pay, prior to the delinquency date, all charges for utilities supplied to
the Premises.
14. INSURANCE (5.3 S)
14.1 CITY shall obtain and keep in force during the term of this Lease a program of self-insurance
to cover CITY's liability arising from CITY's performance of its obligations hereunder and a policy or policies
of commercial property insurance written on ISO form CP 00 10 10 12, or a substitute form providing coverage
at least as broad, to cover the loss or damage to the Premises to the full insurable value of all improvements
and fixtures owned by CITY, at least in the amount of the full replacement cost thereof.
CITY agrees to and shall include in the policy or policies of commercial property insurance a standard
waiver of right of subrogation against the County of Orange, its elected and appointed officials, officers, agents
and employees by the insurance company issuing said policy or policies. CITY further agrees to include in
the policies required hereunder an Additional Insured endorsement naming the County of Orange, its elected
and appointed officials, officers, agents and employees as an additional insured. CITY shall provide COUNTY
with a Certificate of Insurance as evidence of compliance with these requirements.
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14.2 COUNTY shall obtain, maintain, and keep in full force and effect during the life of this Lease
insurance or a program of self-insurance against claims for injuries to persons or damages to property which
may arise from or in connection with the COUNTY's operation and use of the Premises. The cost of such
insurance or a program of self-insurance shall be borne by the COUNTY.
Coverage shall be at least as broad as:
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering
CGL on an "occurrence" basis, including products and completed operations, property damage,
bodily injury and personal & advertising injury with limits no less than Two Million Dollars
($2,000,000.00) per occurrence. If a general aggregate limit applies, either the general
aggregate limit shall apply separately to this location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
2. Workers' Compensation insurance as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limits of no less than One Million Dollars
($1,000,000.00) per accident for bodily injury or disease.
3. Property insurance against all risks of loss to any tenant improvements or betterments, at full
replacement cost with no coinsurance penalty provision.
If the COUNTY maintains broader coverage and/or higher limits than the minimums shown above, the
CITY requires and shall be entitled to the broader coverage and/or higher limits maintained. Any available
insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to
the CITY.
14.3 Endorsements. COUNTY's insurance policies are to contain, or be endorsed to contain,
the following provisions:
(a) Additional Insured Status. The City of Costa Mesa and its elected and appointed
boards, officers, officials, agents, employees, and volunteers are to be covered as additional insureds on the
CGL policy with respect to liability arising out of work or operations performed by or on behalf of the County
of Orange including materials, parts, or equipment furnished in connection with such work or operations.
General liability coverage can be provided in the form of an endorsement to the County of Orange's insurance
(at least as broad as ISO Form CG 20 10).
(b) Notice of Cancellation. Each insurance policy required above shall provide that
coverage shall not be canceled, suspended, voided, nor the coverage or limited reduced, except with thirty (30)
days written notice to the City.
14.4 Waiver of Subrogation. COUNTY and CITY hereby waive all rights of subrogation.
14.5 Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct
business in the State of California with a current A.M. Best's rating of no less than A: VII, unless otherwise
acceptable to the City.
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14.6 COUNTY shall provide to City a Certificate of Self-insurance to comply with the insurance
requirements stated herein.
14.7 Special Risks or Circumstances. CITY reserves the right to modify these requirements at
any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special
circumstances.
15. INDEMNIFICATION (5.5 S)
COUNTY hereby agrees to indemnify, hold harmless, and defend CITY, its elected officials, officers, agents,
and employees, from and against any and all claims, loss, demands, damages, cost, expenses or liability arising
in connection with the occupancy and use of the Premises by COUNTY, except for liability arising out of the
sole negligence or willful misconduct of CITY, its officers, agents, or employees, including the cost of defense
of any lawsuit arising therefrom.
CITY hereby agrees to indemnify, hold harmless, and defend COUNTY, its elected and appointed officials,
officers, agents, and employees, against any and all claims, loss, demands, damages, cost, expenses or liability
arising out of the ownership or maintenance of the Premises, except for liability arising out of the sole
negligence of COUNTY, its officers, agents, or employees, including the cost of defense of any lawsuit arising
therefrom.
16. TAX EXEMPTION (5.6A S)
It is mutually understood and agreed that this Lease is made in anticipation that the Premises will be used as a
public library and as such will be exempt from real property taxes (but not from special assessments and special
assessment district levies) as provided for in Section 202 of the Revenue and Taxation Code. It is also
understood and agreed that it is CITY's responsibility to properly claim said exemption through the Orange
County Assessor's Office. If CITY has properly claimed said tax exemption and the Premises fails to qualify
for said tax exemption under the above-mentioned code section, the CITY agrees to pay the real property taxes
prior to delinquency, and the COUNTY agrees to reimburse the CITY for the amount of any such taxes, but
not for any delinquent or other penalties thereon.
Any reimbursement made under the provisions as set forth herein will not include payment of special
assessments and special assessment district levies.
17. BUILDING AND SAFETY REQUIREMENTS (5.7 S)
During the Term of this Lease, CITY, at CITY's sole cost, agrees to maintain the Premises in compliance with
all applicable laws, rules, regulations, building codes, statutes, and orders, including but not limited to the
California Building Code, Title 24, Seismic Code, fire and life safety requirements and, if applicable,
California Green Building Standard Code, the Americans with Disabilities Act ("ADA") and all other
applicable federal, state, and local codes, statutes, and orders relating to disabled access. However, CITY shall
not be responsible for any ADA violations resulting from alterations made by COUNTY or the placement of
COUNTY's furniture, fixtures or equipment by COUNTY.
CITY and COUNTY shall use commercially reasonable efforts to repair and maintain the Premises as a safe
place of employment, as defined in the California Occupational Safety and Health Act (California Labor Code
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§§ 6300 etseq.,) and, as applicable, the Federal Occupational Safety and Health Act (29 U.S.C. §§ 651 etseq.).
COUNTY agrees to notify CITY of any repair or maintenance for which CITY is responsible, pursuant to
Section 12 of this Lease, necessary within the Premises or Building to comply with such Acts and CITY agrees
to take such steps necessary to repair or maintain the Premises or Building. In the event that such repair or
maintenance is necessary and is the result of COUNTY's acts or omissions, provided that COUNTY approves
a work order with associated expense estimate, CITY agrees to perform such repair or maintenance and
COUNTY agrees to reimburse CITY within thirty (30) days.
In the event CITY neglects, fails, or refuses to maintain said Premises as set forth herein, following thirty (30)
days after written notice from COUNTY to CITY providing notice of such neglect or failure or refusal,
COUNTY may, notwithstanding any other termination provisions contained herein, terminate this Lease with
written notice to the CITY thirty (30) days following a second written notice of such neglect, failure, or refusal.
18. TOXIC MATERIALS (5.9 S)
COUNTY hereby warrants and represents that COUNTY will comply with all applicable laws and regulations
relating to the storage, use and disposal of hydrocarbon substances and hazardous, toxic or radioactive matter,
including, but not limited to, those materials identified in Title 26 of the California Code of Regulations
(collectively "Toxic Materials"). COUNTY shall be responsible for and shall defer indemnify and hold
CITY, its elected officials, officers, directors, employees, agents, and representatives, harmless from and
against all claims, costs and liabilities, including attorneys' fees and costs arising out of or in connection with
the storage, use, and disposal of Toxic Materials on the Premises by COUNTY. If the storage, use, and disposal
of Toxic Materials on the Premises by COUNTY results in contamination or deterioration of water or soil
resulting in a level of contamination greater than maximum allowable levels established by any governmental
agency having jurisdiction over such contamination, COUNTY shall promptly take any and all action
necessary to clean up such contamination.
CITY hereby warrants and represents that CITY has in the past and will hereafter comply with all applicable
laws and regulations relating to the storage, use and disposal of Toxic Materials. If the previous, current and
future storage, use, and disposal of Toxic Materials on the Premises by CITY results in contamination or
deterioration of water or soil resulting in a level of contamination greater than maximum allowable levels
established by any governmental agency having jurisdiction over such contamination, and such violation does
not arise out of any acts or omissions of COUNTY, its agents, employees or contractors, CITY shall promptly
take any and all action necessary to clean up such contamination.
19. ASSIGNMENT AND SUBLETTING (3.1 SA)
COUNTY shall not assign this Lease or sublet the Premises or any part thereof without the prior written
consent of CITY.
20. DEFAULTS AND REMEDIES (6.8 S)
20.1 COUNTY Default:
COUNTY shall be deemed in default of this Lease if. (a) in the event of any monetary breach of this Lease by
COUNTY, CITY shall notify COUNTY in writing of such breach, and COUNTY shall have ten (10) days
from such notice in which to cure said breach; or (b) in the event of any non -monetary breach of this Lease,
within fifteen (15) days after receipt by COUNTY of written notice from CITY specifying wherein such
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obligation of COUNTY has not been performed, COUNTY fails to cure said breach; provided however, that
if the nature of COUNTY's obligation is such that more than fifteen (15) days after such notice are reasonably
required for its performance, then COUNTY shall not be in breach of this Lease if performance is commenced
as soon as reasonably possible within such fifteen (15) day period and thereafter diligently pursued to
completion (each, a "COUNTY Default").
20.2 CITY Default:
CITY shall be deemed in breach of this Lease if. (a) in the event of any monetary breach of this Lease by
CITY, COUNTY shall notify CITY in writing of such breach, and CITY shall have ten (10) days from such
notice in which to cure said breach or (b) in the event of any non -monetary breach of this Lease, within fifteen
(15) days after receipt by CITY of written notice from COUNTY specifying wherein such obligation of CITY
has not been performed, CITY fails to cure said breach; provided however, that if the nature of CITY's
obligation is such that more than fifteen (15) days after such notice are reasonably required for its performance,
then CITY shall not be in breach of this Lease if performance is commenced as soon as reasonably possible
within such fifteen (15) day period and thereafter diligently pursued to completion (each, a "CITY Default").
20.3 COUNTY Remedies:
COUNTY's remedies as the result of CITY Default shall be the right to damages, injunctive relief, and/or any
other rights at law or in equity.
20.4 CITY Remedies:
CITY's remedies as the result of COUNTY Default shall be the right to damages, injunctive relief, and/or any
other rights at law or in equity.
In addition to the remedies set forth herein, in the event of a CITY Default or a COUNTY Default, the non -
defaulting Party may immediately terminate this Lease. Such termination shall be deemed effective thirty (30)
days after the non -defaulting party provides written notice to the defaulting party that it is terminating this
Lease pursuant to this Section. Upon termination of this Lease, COUNTY shall remove all COUNTY -owned
property and equipment from the Premises in a timely manner.
21. LABOR CODE COMPLIANCE (6.10 S)
CITY acknowledges and agrees that all improvements or modifications required to be performed as a condition
precedent to the Commencement Date of the term of this Lease or any such future improvements or
modifications performed by CITY at the request of COUNTY shall be governed by, and performed in
accordance with, the provisions of Sections 1770, et seq., of the California Labor Code, as applicable. These
provisions may be applicable to improvements or modifications costing more than $1,000, unless an exception
applies, including but not limited to the exception to the definition of public works under Section 1720.2.
Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, CITY shall, as
applicable, comply with the general prevailing rate of per diem wages and the general prevailing rate for
holiday and overtime work in the locality applicable to this Lease for each craft, classification, or type of
workman needed to execute the aforesaid improvements or modifications. The rates are available at the
following website: http://www.dir.ca.gov/dlsr/DPreWaReDetermination.htm from the Director of the State
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Department of Industrial Relations. As required by applicable law, CITY shall post a copy of such wage rates
at the job site and shall pay the adopted prevailing wage rates at all times for all improvements or modifications
to be completed for COUNTY within the Premises. As applicable, CITY shall comply with the provisions of
Sections 1775 and 1813 of the Labor Code.
As required by applicable law, CITY shall maintain payroll records for all workers that will be assigned to the
improvements or modifications. Said payroll records shall contain, but not be limited to, the complete name,
address, telephone number, social security number, job classification, and prevailing wage rate for each
worker. Upon request, CITY shall provide the County Librarian updated, certified payroll records for all
workers that shall include, but not be limited to, the weekly hours worked, prevailing hourly wage rates, and
total wages paid.
Except as expressly set forth in this Lease, nothing herein is intended to grant authority for CITY to perform
improvements or modifications on space currently leased by COUNTY or for which COUNTY has entered
into a lease or lease amendment.
22. RIGHT TO WORK AND MINIMUM WAGE LAWS (4.1 SA)
In accordance with the United States Immigration Reform and Control Act of 1986, CITY shall require its
employees that directly or indirectly service the Premises, pursuant to the terms and conditions of this Lease,
in any manner whatsoever, to verify their identity and eligibility for employment in the United States. CITY
shall also require and verify that its contractors or any other persons servicing the Premises, pursuant to the
terms and conditions of this Lease, in any manner whatsoever, verify the identity of their employees and their
eligibility for employment in the United States.
Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and Section 1178.5
of the California Labor Code, CITY shall pay no less than the greater of the Federal or California Minimum
Wage to all its employees that directly or indirectly service the Premises, in any manner whatsoever. CITY
shall require and verify that all its contractors or other persons servicing the Premises on behalf of the CITY
also pay their employees no less than the greater of the Federal or California Minimum Wage.
CITY shall comply and verify that its contractors comply with all other Federal and State of California laws
for minimum wage, overtime pay, record keeping, and child labor standards pursuant to the servicing of the
Premises or terms and conditions of this Lease.
123
EXECUTION IN PART (N)
This Lease may be executed in counterparts, each of which, when both the Parties hereto have signed this
Lease, shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
24. NOTICES (8.1 S)
Any written notices pursuant to this Lease may be provided by personal delivery or regular mail and shall be
addressed as set forth below or as either party may hereafter designate by written notice and shall be deemed
delivered upon personal delivery or seventy-two (72) hours after deposit in the United States Mail.
COUNTY CITY
Orange County Public Library City of Costa Mesa
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1501 E. St. Andrew Place 77 Fair Drive
Santa Ana, CA 92705 Costa Mesa, CA 92628
Attention: County Librarian Attention: City Manager
County Executive Office
333 W. Santa Ana Blvd., Yd Floor
Santa Ana, CA 92701
Attention: Scott Mayer, Chief Real Estate Officer
25. ATTACHMENTS (8.2 S)
This Lease includes the following, which are attached hereto and made a part hereof:
I. GENERAL CONDITIONS
II. EXHIBITS
A. Description - Premises
B. Plot Plan — Premises
C. City's Maintenance Schedule
26. ENTIRE AGREEMENT
This Agreement, and any other documents specifically incorporated into this Agreement, shall constitute the
entire agreement between COUNTY and CITY relating to the use of the Premises. As used herein, Agreement
refers to and includes any documents incorporated herein by reference and any exhibits or attachments. This
Agreement supersedes and merges all previous understandings, and all other agreements, written or oral,
between the parties and sets forth the entire understanding of the parties regarding the subject matter thereof.
The Agreement may not be modified except by a written document signed by both parties.
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IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above
written.
APPROVED AS TO FORM: CITY OF COSTA MESA
OFFICE OF COUNTY COUNSEL
ORANGE COUNTY, CALIFORNIA By
Deputy
Date
RECOMMENDED FOR APPROVAL:
OC Public Libraries
By
Helen Fried, County Librarian
SIGNED AND CERTIFIED THAT A
COPY OF THIS DOCUMENT HAS BEEN
DELIVERED TO THE CHAIRWOMAN OF THE
BOARD PER GC § 25103, RESO. 79-1535
Attest:
Katrina Foley, Mayor
APPROVED AS TO FORM:
By
Thomas Duarte, City Attorney
ATTEST:
By
Brenda Green, City Clerk
COUNTY
COUNTY OF ORANGE
ROBIN STIELER Chairwoman of the Board of Supervisors
Clerk of the Board of Supervisors Orange County, California
of Orange County, California
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GENERAL CONDITIONS (9.1 S — 9.18 S)
SIGNAGE (4.5 SA)
CITY agrees to allow COUNTY to install and maintain any sign or display upon or in front of the Premises
and/or Building. Such signage shall comply with all applicable laws and zoning and site plan requirements.
2. LEASE ORGANIZATION (9.1 S)
The various headings in this Lease, the numbers thereof, and the organization of the Lease into separate
sections and paragraphs are for purposes of convenience only and shall not be considered otherwise.
INSPECTION (9.2 S)
Upon reasonable verbal notice (which shall not be less than forty-eight (48) hours) to COUNTY (except in an
emergency [which shall mean immediate risk of injury to person or property] in which case no notice shall be
required, provided that CITY shall first call COUNTY) and in the presence of COUNTY, CITY, its agents,
employees and contractors and any mortgagee of the Premises shall have the right to enter the Premises during
regular business hours (a) to inspect the Premises; (b) to exhibit the Premises to prospective tenants during the
last six (6) months of Term, as applicable, or any time COUNTY is in material default hereunder, or purchasers
of the Premises; (c) for any purpose which CITY shall deem necessary for the operation and maintenance of
the Premises; and (d) to abate any condition which constitutes a violation of any covenant or condition of this
Lease.
4. SUCCESSORS IN INTEREST (9.3 S)
Unless otherwise provided in this Lease, the terms, covenants, and conditions contained herein shall apply to
and bind the heirs, successors, executors, administrators, and assigns of all the parties hereto, of whom all shall
be jointly and severally liable hereunder.
DESTRUCTION OF OR DAMAGE TO PREMISES (9.4 S)
"Partial Destruction" of the Premises shall mean damage or destruction to the Premises, for which the repair
cost is less than 25 percent (25%) of the then replacement cost of the Premises (including tenant
improvements), excluding the value of the land.
"Total Destruction" of the Premises shall mean damage or destruction to the Premises, for which the repair
cost is 25 percent (25%) or more of the then replacement cost of the Premises (including tenant improvements),
excluding the value of the land.
In the event of a Partial Destruction of the Premises, CITY shall immediately pursue completion of all repairs
necessary to restore the Premises to the condition which existed immediately prior to said Partial Destruction.
Said restoration work (including any demolition required) shall be completed by CITY, at CITY's sole cost,
within sixty (60) days of the occurrence of said Partial Destruction or within an extended time frame as may
be authorized, in writing, by COUNTY. The Partial Destruction of the Premises shall in no way render this
Lease null and void; however, reimbursement payable by COUNTY under the Lease shall be abated in
proportion to the extent COUNTY's use and occupancy of the Premises is adversely affected by said Partial
Destruction, demolition, or repair work required thereby. Should CITY fail to complete necessary repairs, for
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any reason, within sixty (60) days, or other time frame as may be authorized by COUNTY, COUNTY may, at
COUNTY's sole option, terminate the Lease.
In the event of Total Destruction of the Premises or the Premises being legally declared unsafe or unfit for
occupancy, this Lease shall in no way be rendered null and void and CITY shall immediately instigate action
to rebuild or make repairs, as necessary, to restore the Premises (including replacement of all tenant
improvements) to the condition which existed immediately prior to the destruction. All reimbursement payable
by COUNTY shall be abated until complete restoration of the Premises is accepted by COUNTY. In the event
CITY refuses to diligently pursue or is unable to restore the Premises to a condition suitable for being occupied
(including replacement of all tenant improvements) within 180 days of the occurrence of said destruction or
within an extended time frame as may be authorized, in writing, by COUNTY, COUNTY may, at COUNTY's
sole option, terminate this Lease.
Further, CITY, at COUNTY's request, shall provide a suitable, COUNTY -approved temporary facility
("Facility") for COUNTY's use during the restoration period for the Premises. The Facility may be leased, at
market rate, under a short term lease, for which the COUNTY will reimburse CITY the cost thereof, on a
monthly basis.
6. AMENDMENT (9.5 S)
This Lease sets forth the entire agreement between CITY and COUNTY and any modification must be in the
form of a written amendment.
7. PARTIAL INVALIDITY (9.6 S)
If any term, covenant, condition, or provision of this Lease is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and
shall in no way be affected, impaired, or invalidated thereby.
CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (9.7 S)
If either party hereto shall be delayed or prevented from the performance of any act required hereunder by
reason of acts of God, performance of such act shall be excused for the period of the delay; and the period for
the performance of any such act shall be extended for a period equivalent to the period of such delay. Financial
inability shall not be considered a circumstance excusing performance under this Lease.
STATE AUDIT (9.8 S)
Pursuant to and in accordance with Section 8546.7 of the California Government Code, in the event that this
Lease involves expenditures and/or potential expenditures of State funds aggregating in excess of Ten
Thousand Dollars ($10,000), CITY shall be subject to the examination and audit of the Auditor General of the
State of California for a period of three (3) years after final payment by COUNTY to CITY under this Lease.
The examination and audit shall be confined to those matters connected with the performance of the contract,
including, but not limited to, the costs of administering the contract.
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10. WAIVER OF RIGHTS (9.9 S)
The failure of CITY or COUNTY to insist upon strict performance of any of the terms, conditions, and
covenants in this Lease shall not be deemed a waiver of any right or remedy that CITY or COUNTY may
have, and shall not be deemed a waiver of any right or remedy for a subsequent breach or default of the terms,
conditions, and covenants herein contained.
11. HOLDING OVER (9.10 S)
In the event COUNTY shall continue in possession of the Premises after the term of this Lease, such possession
shall not be considered a renewal of this Lease but a tenancy from month to month and shall be governed by
the conditions and covenants contained in this Lease.
12. HAZARDOUS MATERIALS (9.11 S)
CITY warrants that, to the best of CITY's knowledge, the Premises is free and clear of all hazardous materials
or substances.
13. EARTHQUAKE SAFETY (9.12 S)
CITY hereby confirms that to the best of CITY's knowledge, the Premises is in compliance with all applicable
seismic safety regulations and building codes.
14. QUIET ENJOYMENT (9.13 S)
CITY agrees that, subject to the terms, covenants and conditions of this Lease, COUNTY may, upon observing
and complying with all terms, covenants and conditions of this Lease, peaceably and quietly occupy the
Premises.
15. WAIVER OF JURY TRIAL. (9.15 S)
Each party acknowledges that it is aware of and has had the advice of Counsel of its choice with respect to its
rights to trial by jury, and each party to the extent permitted by applicable law, for itself and its successors and
assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action,
proceeding or counterclaim brought by any party hereto against the other (and/or against its officers, directors,
employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out
of or in any way connected with this agreement and/or any claim of injury or damage.
16. GOVERNING LAW AND VENUE. (9.16 N)
This agreement has been negotiated and executed in the State of California and shall be governed by and
construed under the laws of the State of California. In the event of any legal action to enforce or interpret this
agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County,
California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court,
notwithstanding Code of Civil Procedure section 394.
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17. TIME (9 S)
Time is of the essence of this Lease.
18. COOPERATION (N)
COUNTY and CITY agree to mutually cooperate and take any and all action necessary to achieve the purposes
of this Lease.
19. INTEGRATION (N)
This agreement, together with any exhibit(s) attached hereto (which are incorporated by reference), fully
expresses all understandings between COUNTY and CITY with respect to the subject matter herein and
supersedes all prior and contemporaneous understandings or agreements regarding this subject matter.
20. INSPECTION OF PREMISES BY A CERTIFIED ACCESS SPECIALIST (N)
In accordance with California Civil Code section 1938, CITY represents that the Premises has undergone an
inspection by a Certified Access Specialist (CASp) and that there have been no modifications or alterations
completed or commenced between the date of inspection and the Commencement Date of this Lease which
have impacted the Premises' compliance with constructed -related accessibility standards. CITY shall not be
required to correct violations of construction -related accessibility standards that are noted in the CASp report,
unless required to do so pursuant to applicable law.
In accordance with California Civil Code section 1938(e), "A Certified Access Specialist (CASp) can inspect
the subject premises and determine whether the subject premises comply with all of the applicable
construction -related accessibility standards under state law. Although state law does not require a CASp
inspection of the subject premises, the commercial property owner or CITY may not prohibit the lessee or
tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of
the lessee or tenant, if requested by the lessee or tenant. The Parties shall mutually agree on the arrangements
for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost
of making any repairs necessary to correct violations of construction -related accessibility standards within the
premises."
21. FORCE MAJEURE (6.5 SA)
For purposes of this Lease, the term "Force Majeure" means any of the following events which are beyond
the control of either Party: act of God, unavailability of equipment or materials (but only if such equipment
and materials were ordered in a timely fashion), enemy or terrorist act, act of war, riot or civil commotion,
strike, lockout or other labor disturbance, fire, earthquake, explosion, governmental delays (including
nonstandard delays in issuance of any permit or other necessary governmental approval or the scheduling of
any inspections or tests), nonstandard delays by third party utility providers, or any other matter of any kind
or character beyond the reasonable control of the Party delayed or failing to perform under this Lease despite
such Party's best efforts to fulfill the obligation. "Best Efforts" includes anticipating any potential force
majeure event and addressing the effects of any such event (a) as it is occurring and (b) after it has occurred,
to prevent or minimize any resulting delay to the greatest extent possible. Force Majeure shall not include
inability to obtain financing or other lack of funds. CITY and COUNTY shall be excused for the period of
any delay in the performance of any obligation hereunder when such delay is occasioned by causes beyond its
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control.
22. CONDEMNATION (6.6 SA)
If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of
the exercise of said power (collectively, "Condemnation"), this Lease shall terminate as to the part taken as
of the date the condemning authority takes title or possession, whichever first occurs. If all or a material
portion of the rentable area of the Premises are taken by Condemnation, COUNTY may, at COUNTY's option,
to be exercised in writing within ten (10) days after CITY shall have given COUNTY written notice of such
taking (or in the absence of such notice, within ten (10) days after the condemning authority shall have taken
possession) terminate this Lease as of the date the condemning authority takes such possession. CITY shall
also have the right to terminate this Lease if there is a taking by Condemnation of any portion of the Building
or property which would have a material adverse effect on CITY's ability to profitably operate the remainder
of the Building. If neither Party terminates this Lease in accordance with the foregoing, this Lease shall remain
in full force and effect as to the portion of the Premises remaining, except that the rent shall be reduced in
proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards
and/or payments shall be the property of CITY, whether such award shall be made as compensation for
diminution in value of the leasehold, the value of the part taken or for severance damages. COUNTY hereby
waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil
Procedure, or any similar or successor Laws.
23. CONSENT OR APPROVAL (6.7 SA)
Unless expressly stated otherwise, where the consent or approval of a Party is required, such consent or
approval will not be unreasonably withheld, conditioned or delayed.
24. UNENFORCEABLE PROVISIONS (6.8 SA)
If any paragraph or clause hereof shall be determined illegal, invalid or unenforceable, it is the express intention
of the Parties hereto that the remainder of the Lease shall not be affected thereby, and it is also the express
intentions of the Parties hereto that in lieu of each paragraph or clause of this Lease which may be determined
to be illegal, invalid or unenforceable, there may be added as a part of this Lease a paragraph or clause as
similar in terms to such illegal or invalid or unenforceable paragraph or clause as may be possible and may be
legal, valid and enforceable.
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EXHIBIT A
LEASE DESCRIPTION (10.1 S)
PROJECT NO: CM22-L-B.R2 DATE: October 4, 2017
PROJECT: Costa Mesa/Mesa Verde Branch Library VERIFIED BY: Heather Condon
All the Premises shown crosshatched on a plot plan marked Exhibit B, attached hereto and made a part hereof,
being that certain one (1) story building located at 2969 Mesa Verde Drive East, in the City of Costa Mesa,
County of Orange, State of California, and located on Lot 170 of Tract No. 3487 per map recorded in Book
122, pages 6 through 16, inclusive, of Miscellaneous Maps in the office of the County Recorder of the County
of Orange together with exclusive use of thirty (30) parking spaces in the parking areas shown on Exhibit B.
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EXHIBIT B
EM,
CM22-L-B.R2 COUNTY OF ORANGE
Costa Mesa/Mesa Verde Library OC Community Resources
2969 Mesa Verde Drive East Date: 10/4/2017 OC Public Libraries
Costa Mesa. CA
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EXHIBIT C
CITY MAINTENANCE SCHEDULE
MESA VERDE LIBRARY HEATING -VENTILATION -AIR CONDITIONING (HVAC) MAINTENANCE
BY CITY CONTRACTOR
• Respond to indoor temperature complaints and provide expeditious correction and record complaints
and corrections.
• Inspect all HVAC systems at least twice a year, with seasonal start-up and run inspections performed
and documented.
• Provide oversight and documentation of Seasonal Preventative Maintenance on all HVAC systems and
provide that data to the City representative at the first of every month.
• Inspect all support structures, and provide documentation of maintenance and repairs to the City
Representative.
• Inspect all moving parts or components, investigate noises; belts; bearings; drives; and fans, and
lubricate and adjust as recommended per manufacturers' specifications.
• Perform air -handling unit maintenance which includes but is not limited to; all services recommended
by manufacturer; replacing air filters at least quarterly.
• Inspect, provide oversight and documentation that the facility is receiving required work.
• Perform monthly walkthroughs of HVAC systems for preventative maintenance work requests.
MESA VERDE LANDSCAPE MAINTENANCE BY CITY CONTRACTOR
• Mowing — weekly
• Planter weeding — minimum one time per month or more often as needed
• Shrub trimming — minimum one time per month or more often as needed
• Turf Fertilization — two times per year
• Planter Fertilization — two times per year
• Planter Pre -emergent — two times per year
• Irrigation inspection — one time per month. Repairs made on an as needed basis.
• Trimming of seven (7) trees on an as needed basis
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