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      CITY COUNCIL AGENDA ITEM NO. 16

Meeting Date:  June 27, 2000

Subject/Title:    Los Medanos College Lease

Submitted by:   Jon Elam, City Manager; Dennis Beougher, City Attorney; Howard Sword, Economic Development Manager

Approved by:    Jon Elam, City Manager

RECOMMENDATION

Authorize the City Manager to execute the attached Lease Brentwood Education and Commerce Center (“Lease”) and direct the City Clerk to record a copy of the Lease.

PREVIOUS ACTION

City Council discussed this item and May 30, 2000 and directed Staff to return with further information on the following items:

Adjacent building owners’ and tenants’ input on the proposed façade design.

Clarification regarding property tax status when leasing to another state agency.

 

Addition of a re-opening clause in the lease to review the financial status of the arrangement if LMC is not satisfying minimum enrollment projections.

 

Clarify the language regarding future options.

BACKGROUND

City Staff, Los Madanos College and the Contra Costa College District have prepared a lease for your consideration. The following financial information is to assist you in the evaluation of the leases.

Project Budget:

Property Acquisition                $1,350,000

Soft or Pre-construction costs                       $     85,000

Demolition                               $     40,000

Façade                                    $   130,000

Fill Loading Dock                                $     20,000

Base Building Electrical / Mechanical             $   409,000

Lobby / Toilets                         $   160,000

LMC Tenant Improvements                $   402,000

Business Incubator Tenant Improvements                $   402,000

Total                            $3,000,000

Financial Analysis:

Please refer to the attached spreadsheet titled Brentwood Education and Commerce Center Financial Analysis. The purpose of this analysis is to examine the cash flow of the building to determine the project’s ability to reduce the outstanding principal after payment of interest. The proposed lease is not the typical triple net lease but instead a hybrid full service lease.

1.      Expenses: This category accounts for the out of pocket costs the City will incur in the operation of the building. These numbers are estimates derived from historical information or potential suppliers and venders. The difference in expenses between LMC and the Business Center reflect different hours of operation and levels of service.

2.      Revenues: There are two analyses, Worst Case and Reasonable Expectation. The Worst Case analysis is based on the following table that describes LMC minimum payment as proposed in the lease.

 

Year

LMC Minimum

LMC

 

Base Payment

Projected Payment

 

 

 

1

$70,000

$85,000

2

$75,000

$90,000

3

$80,000

$105,000

4

$90,000

$115,000

5

$100,000

$125,000

6

$105,000

$150,000

7

$110,000

$175,000

8

$115,000

$210,000

9

$120,000

$245,000

10

$120,000

$245,000

Total

$985,000

$1,545,000

 The revenues generated by the Business Center are the same in both analyses. These are based on full service rent plus business services of $2.00 per square foot of usable space of which $1.50 will be directly attributed to the building loan and operation.

The analysis is structured to identify the Total Revenue, subtract the Expenses, subtract the Interest (5.5% per annum) and determine the Net Cash Flow.

The result of this analysis is that the Worst Case scenario operates like an interest only loan during the first ten years. The City’s equity in the property will likely increase due to inflation and maturity of the market.

 The following discussion addresses the City Council direction given May 30, 2000.

 

The adjacent property owners have been presented the facade design. They have concerns regarding the designs compatibility with the rest of the Center. The architects are preparing new design sketches that will show how elements of the proposed facade would be incorporated in the anticipated remodel of other buildings in the Center. It should also be noted that it is historically consistent to have institutions of education and commerce be distinct buildings in the context of a street or neighborhood. The facade design also must go before the Planning Commission for review and approval. Staff will report back to the Council on the progress of this issue.

 

Any lease that may create a possessory interest subject to property taxation must include statement that the property interest may be subject to property taxes and that the lease may be subject to the payment of such property tax. Ca. Rev. and Taxation Code section 107.6. In this case, the City has assumed payment of all taxes, if any, including the possessory tax subject to property taxation.

 

A re-opening clause in the fifth year has been added to the lease and approved by the College District..

 

The option language in the lease has been clarified.

 Staff believes this is a wonderful opportunity for the community of Brentwood to gain an institution of higher education. The spin-off benefits of education and training will greatly foster our economic development efforts. This will bring a resource to our community that compliments our High School program (more Liberty graduates attend LMC than any other educational institution). Staff has carefully evaluated the costs and income for the project and feels it is a very viable plan. The Contra Costa College District approved this lease at their June Board meeting. Staff recommends City Council Approval.

LEASE

BRENTWOOD EDUCATION

AND BUSINESS CENTER

        THIS LEASE, is made as of this ________ day of __________, 2000 ("Effective by and between CITY OF BRENTWOOD, a municipal corporation, (“Landlord"), and CONTRA COSTA COMMUNITY COLLEGE DISTRICT, a Public Community College District established under the laws of the State of California, (“Tenant").

WlTNESSETH:

 In consideration of the rents and covenants and subject to the terms herein set forth, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord those certain premises, to be tenant improvements to be constructed at 7391 Brentwood Boulevard, Brentwood, California, Contra Costa County, a portion of Assessor's Parcel No 016-110-016 ("Property") containing approximately 3.08 acres, and 17,000 square feet of Floor Area (as hereinafter defined) (the "Demised Premises''), subject to Paragraph 2(a)(iii) and (iv) below, as more particularly designated and  outlined on a plat labeled Exhibit A and described on Exhibit B each attached hereto and incorporated herein by reference.

Thc Demised Premises, consisting of approximately 17,000 square feet, shall be located in the Shopping Center commonly known as the Brentwood Center and consisting of approximately thirty four thousand five hundred (34,500) square feet of floor area and approximately one hundred thirty one thousand twenty eight (131,028) square feet of land including supporting improvements (the "Shopping Center") Tenant acknowledges that said tenancy is subject to restrictions ("Restrictions") of record as of the date of this Lease, if any, attached to this Lease as Exhibit C and incorporated    herein by reference as though fully set forth.

          1.    Term

 (a) The Term of this Lease shall be a period of ten (10) years commencing on the last to occur of the enumerated events outlined below, (hereinafter referred to as the    "Commencement Date''), and ending on the last day of the semester immediately preceding the tenth (10th) anniversary of the Commencement Date of this agreement, subject to Tenant's exercise of its option(s) as provided below:

 (i) Execution of this Lease by both parties;

 (ii) Approval of Landlord's construction drawings by Tenant as provided in the Landlord and Tenant's Work Letter attached hereto as Exhibit E and incorporated herein by reference;   

 (iii) Completion of Landlord’s Work (as hereinafter defined) as certified by Tenant's project manager and Landlord's project architect, subject only to minor punchlist items as defined in Paragraph 4 below, and mutually approved plans as provided in Exhibit E;

 (iv) The issuance of building permits for the Tenant buildout of the Demised Premises, which permits shall be obtained by Landlord

  (v)   So long as the Landlord provides the Demised Premises by November 15, 2000, the first year of tenancy shall end on June 30, 2001 and the second year of this Lease shall begin on July 1, 2001, the new fiscal year for the Tenant.

(b) Provided Tenant is not in default beyond any applicable cure period at the time Tenant delivers an Option Notice (as defined below), and as of the commencement date of the respective option period, Tenant shall have two (2) options to renew this Lease for a term of five (5) years each option, upon all the terms, covenants and conditions set forth herein except for Minimum Yearly Rent ("Extended Term"). Minimum Yearly Rent for the Extended Term shall be as provided in Paragraph 2, below. The right to exercise such options shall be conditioned upon Tenant's giving Landlord written notice of its election to renew ("Option Notice") not less than six (6) months nor more than twelve (12) months prior to the expiration of the initial Lease Term. After the exercise of an option, all references to Term of this Lease shall be deemed to mean the Term as extended pursuant to this Paragraph.

Notwithstanding any other provision of this Lease, the Landlord retains the right to terminate this Lease after five years from the Effective Date of this Agreement or no later than July 1, 2006 by providing a 120 day termination notice to the Tenant as provided in Paragraph 21 and subject to review based on the following factors:

(i)         Whether the Tenant’s enrollment has exceeded 200 FTES by September

1, 2005;

(ii)        Whether the Tenant’s curriculum is equivalent in type to other local

                        community colleges in Alameda County and Contra Costa County; or

            (iii)       The Landlord costs do not materially exceed those projected at the

time this Lease, as described in Exhibit D incorporated herein by this reference, was executed and that the Landlord’s losses are not

                        excessive.

2. Rentals

             Tenant agrees to pay the greater of the following two amounts as Base Rent:  (a)  Minimum Yearly Rent as listed below or (b) $500 per FTES, as verified by an annual FTES or its equivalent up to a maximum of $243,000 per year.    It is understood between the Tenant and Landlord that after ten years this alternative method of rent payment shall be reopened for review as to the method of rent payment based upon $500 FTES in order to determine an equitable alternative that accurately reflects actual costs and income for both Tenant and Landlord.

             The Tenant and Landlord also agree to reopen this agreement on January 1st of any calendar year concerning rent payment after the initial 12 months of Tenant occupancy if the Landlord’s actual utility costs exceed the projected utility costs.   If the Landlord’s actual utility costs exceed the projected utility costs, Tenant agrees to pay the amount of the actual costs over the projected utility costs for the next year.   If the actual utility costs fall below the Landlord’s projected utility costs for the past calendar, then Tenant will not be obligated to pay the amount over the projected utility costs on January 1st as part of the Tenant’s Minimum Yearly Rent payment.         

          Tenant covenants and agrees to pay Minimum Yearly or Base Rent as described below, without offset or deduction, except as expressly authorized elsewhere in this Lease, to the Landlord, its successors: and assigns at the following rates and times:

 (a) Minimum Yearly Rent.

                      (i) Tenant shall pay Minimum Yearly Rent as follows:

 Lease Year(s)                                                               Minimum Yearly Rent                                

                  1                                                                                         $70,000

2                                                                                                                                                                                  $75,000

3                                                                                                                                                                                  $80,000

4                                                                                                                                                                                  $90,000

5                                                                                                                                                                                  $100,000

6                                                                                                                                                                                  $105,000

7                                                                                                                                                                                  $110,000

8                                                                                                                                                                                  $115.000

9                                                                                                                                                                                  $120,000

10                                                                                                                                                                              $120,000        

                         (ii)  The Minimum Yearly Rent shall be paid pro-rata (one half the Minimum Yearly Rent)  every 6 months, on January 15th, and July 15th of each calendar year, during the Term.  The first such payment shall include any pro-rated Rent from the Rent Commencement Date until the first full calendar month following the Rent Commencement Date.

                         (iii) Landlord and Tenant shall execute a Commencement Date Memorandum confirming the Commencement Date, Rent Commencement Date, Termination Date and total square footage of the Floor Area of the Demised Premises upon the commencement of this Lease in substantially the same form as Exhibit F. Landlord and Tenant hereby acknowledge and agree that all Rent payable by Tenant pursuant to this Lease is calculated on the assumption that the Floor Area of the Demised Premises consist of approximately seventeen thousand (17,000) square feet.

                         (iv) The term Floor Areas as used throughout this Lease shall be deemed to mean and include all areas for the exclusive use and occupancy by a tenant of Landlord, or by any other occupant of the Shopping Center, whether actually occupied or not, measured from the exterior surface of exterior walls (and from the extensions thereof, in the case of openings) and from the center of interior demising partitions, and shall include, but not be limited to, restrooms, mezzanines, warehousing or storage areas, clerical or office areas and   employees areas within the tenant' s premises and a prorata share of any enclosed common area.

(b)      Option Rent

First Five Year Option

                 During the First Option Period, the Minimum Yearly Rent shall be based  equally between the last Yearly Rent ($120,000 per year) and the then prevailing market rental rate, as agreed to by the parties, but shall not ever exceed 85% of the prevailing market rental rate during this First Five Year Option period.  Commencing on the first (1st) day of the First Option Term and continuing, if exercised by Tenant, Minimum Yearly Rent of $120,000 shall remain plus an amount consisting of at least Twenty percent (20%) of the prevailing market rate shall be added to the Minimum Yearly Rent of $120,000, but shall not exceed 85% of the prevailing market rental rate (“FMR”).   The following year Rent during the Extended Term shall be the increased by an additional twenty percent (20%) of Fair Market Rent plus the last Yearly Rent of the original term period ($120,000), as determined in this Lease, as follows:

First Year of Option                                    $120,000 plus 20% of the Fair .

                                                                                                  Market Rent Rate (But not

                                                                                                  Exceeding 85% of FMR)

                        Second Year of Option                                $120,000 plus 40% of the Fair

Market Rent Rate ( But   

Not exceeding 85% of  

FMR)

                        Third Year of Option                                   $120,000 plus 60% of the Fair

                                                                                                    Market Rent Rate (But

                                                                                                                        Not exceeding 85% of FMR)

                        Fourth Year of Option                                 $120,000 plus 80% of the Fair

                                                                                                    Market Rent Rate (But

                                                                                                    Not exceeding 85% of

                                                                                                    FMR)                                                                                                          

                        Fifth Year of Option                                      85%of FMR

 Notwithstanding any provision or term stated in this Lease, Landlord and Tenant agree that the Minimum Yearly Rent during the First Year of this Option through the Fifth Year of this Option shall be $243,000 plus the percentage of FMR stated and provided above, but under no circumstances shall the Yearly Rent exceed 85% of the Fair Market Rental Rate.     

                         Second Five Year Option

                 Minimum Yearly Rent for the Second Five Year Option Period shall be the Fair Market Rent

(c) Fair Market Rent

(i) For purposes of this Paragraph 2 Fair Market Rent ("FMR") is the amount of  Rent a Landlord would receive for a similar use for comparably sized premises in a comparably sized shopping center located in Eastern Contra Costa County with comparable ingress/egress and exposure to public streets and with comparable tenant improvements.

(ii) In the event the parties cannot agree upon the FMR then each shall name a real estate agent or broker with at least five (5) years experience, of which at least five (5) years include negotiating leases with major tenants, familiar with the commercial rents in the above stated Eastern Contra Costa County and the two (2) so named shall agree upon a third agent or broker with similar qualifications. Each shall then opine in writing no later than four (4) months prior to the date the applicable Term would otherwise expire, the FMR for purposes of determining the Rent for the applicable option period.  FMR shall be the average of the two (2) closest opinions.  Each party shall pay the agent or broker it selects any fees relating to obtaining the FMR of the Demised Premises and one-half (1/2) of the third agent or broker's charges in connection with same.

(d) Definition of Rent

Any and all payments of Minimum Yearly Rent shall constitute "Rent" for purposes of this Lease. Any Rent payable to Landlord by Tenant for any fractional year shall be prorated based on a three hundred sixty-five (365) day year. Any and all Rent payments shall commence on the Rent Commencement Date.

       3. Possession

        Possession of the Demised Premises will be given to Tenant upon completion of Landlord’s Work pursuant to Exhibit D of this Lease and as outlined in Paragraph 4  ("Delivery Date"). Landlord shall give at least thirty (30) days notice of projected date of possession.   In no event shall Landlord defer possession or shall Tenant be required to accept possession of the Demised Premises between December 1, 2000 and January 2, 2001.  In the event Landlord fails to deliver possession to Tenant by the April 1, 2001, the Commencement Date shall be extended by one (1) day for every day after the Delivery Date until Landlord delivers possession to Tenant.   Notwithstanding the Commencement Date, Landlord agrees to provide Tenant with complete access to the Demised Premises upon completion of Landlord’s Work (as hereinafter defined) and in order to commence and complete Tenant’s Work  (as hereinafter defined.

        Notwithstanding any provision of this Lease to the contrary, if for any reason Landlord cannot deliver possession of the Demised Premises to Tenant by April 1, 2001, Tenant may terminate this Lease upon written notice to Landlord hereunder.

       4. Construction Work

         Landlord shall deliver the Demised Premises vacant and in  "broom clean” condition and otherwise "as-is" condition except for the Improvements specified in the attached Exhibit D ("Landlord’s Work").   Landlord has submitted to Tenant a full set of as-built plans depicting the construction of thc shell and exterior of the Demised Premises in accordance with Exhibit D attached hereto and incorporated herein by reference.

          Tenant shall accept the Demised Premises upon satisfactory completion of Landlord’s Work as certified by Tenant’s project manager and Landlord’s project architect in accordance with Exhibit D, subject only to minor punchlist items, and ready for commencement of any of Tenant’s work  ("Tenant’s Work") to be done pursuant to Exhibit E attached hereto and incorporated herein by reference.  Tenant’s acceptance of the Demised Premises shall be evidenced by execution of the attached Acceptance of the Premises attached hereto as Exhibit H and incorporated herein by reference. For purposes of this Lease, completion of Landlord’s Work in accordance with Exhibit D and subject only to minor punchlist items shall be defined as items which shall in no event exceed Four Thousand Dollars  ($4,000.00) and which do not interfere with Tenant’s ability to commence and complete Tenant’s Work.  Notwithstanding the foregoing, Landlord shall complete such minor punchlist items no later than thirty (30) days after Tenant’s acceptance of possession in accordance with this Paragraph 4.

          Furthermore, Landlord acknowledges and agrees that Tenant shall have complete access to the Demised Premises for delivery and installation of all equipment, fixtures and other personal property upon delivery of possession to Tenant in accordance with this Lease. In the event Landlord does not provide complete access to the Premises as outlined herein and/or a final Certificate of Occupancy is not issued due to causes within the Landlord’s’ control, the Commencement Date shall be extended by the number of days necessary for Landlord to provide complete access and/or complete its obligations to enable Tenant to obtain a Certificate of Occupancy.

Landlord warrants to Tenant that as of the date of delivery of possession, the fire suppression system  (as installed) and any other systems installed by Landlord or otherwise existing at the Demised Premises, shall be in good operating condition, and the Demised Premises shell and Landlord’s Work thereto shall have been constructed in compliance with plans approved by Tenant and in a workmanlike manner free of defects as to materials, workmanship and/or design. If a noncompliance with said warranty exists at anytime during the Term of this Lease, Landlord shall, except as otherwise provided in this Lease, promptly after receipt of written notice from Tenant setting forth with specificity, the nature and extent of such noncompliance, repair same at Landlord’s expense.  In the event such noncompliance occurs prior to the Rent Commencement Date, the Rent Commencement Date shall be extended by the number of days necessary for Landlord to repair any noncompliance under this Paragraph

Tenant shall commence Tenant’s Work and shall diligently pursue such installation and work to completion.  At expiration or termination of this Lease, Tenant agrees to remove at Tenant’s expense, Tenant’s fixtures and those interior and other improvements made by Tenant which Landlord designates in writing not less than thirty  (30) days prior to such expiration that Tenant shall be required to remove, and shall otherwise return the Demised Premises to Landlord in good condition, ordinary wear and tear, damage by casualty, condemnation act of god and/or failure to make repairs by Landlord excepted,  Notwithstanding any provision of this Lease to the contrary, in no  event  shall  Tenant  be  required  to  remove  any    improvements  and/or  alterations  which  are  incorporated  into   the   building   structure   and/or    enclosed in any exterior or interior  wall  of  the  Demised  Premises,  Landlord  shall  be  permitted    to  post  Notices  of  Non-Responsibility  in  connection  with  completion  of   Tenant's   Work   by    Tenant' s contractor and subcontractors at the Demised Premises.          

        5.    Use

Tenant may engage in any lawful use of the Demised Premises not in conflict with  its approved conditional use permit and any applicable zoning ordinance.  During the Term of this Lease and any extension thereof, Tenant shall have the exclusive right to operate a general office purposes and/or operation of school which offers higher education classroom instructions generally offered at public or private schools or colleges in the State of California, but excluding cosmetology schools, and shall not use or permit the Premises to be used for any other purpose without the prior written consent of the Landlord and applicable compliance with City of Brentwood regulations.

         6.  Lease Year

The term "Lease Year" as used herein shall mean a period of twelve (12) consecutive full calendar months. The first (1st) Lease Year shall begin on the Rent Commencement Date if the Rent Commencement Date of the Term thereof shall occur on the first  (1st) day of a calendar month; if not, then the first (1st) Lease Year shall commence upon the first (lst) day of the calendar month next following the Rent Commencement Date of the Term hereof.   Each succeeding Lease Year shall commence on July 1st .

         7. Termination

            This Lease shall terminate on the last day of the semester immediately following the tenth (10th) anniversary of the Rent Commencement Date (June 30, 2010), unless Tenant notifies Landlord of its intent to exercise its option(s) to renew as provided in Paragraph l (b) above in which event this Lease shall terminate on the day preceding the fifteenth (15th), nineteenth (19th) anniversary of the Rent Commencement Date as the case may be.

        8. Force Majeure

Anything in this Lease to the contrary notwithstanding, providing such cause is not due to the willful act or neglect of the party charged, that party shall not be deemed in default with respect to the performance of any of the terms, covenants and conditions of this Lease other than the payment of Rent if same be due to any strike, lockout, civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, sabotage, governmental regulations or controls, through act of god or other cause beyond the control of the said party. If, however, Tenant is unable to carry on its operation due to such occurrence of force majeure, Tenant’s obligations under this Lease (including the payment of Rent) will abate until the condition of the Demised Premises is corrected to allow the contemplated use of' Tenant.  Should the abatement continue for a period of one hundred and eighty (180) days, and provided Tenant is not in default of this Lease beyond any applicable cure period, Landlord or Tenant shall have the right to terminate this Lease on written notice to Landlord hereunder.

            9.      Payments at the Landlord's Direction

         All Rent payable and all statements deliverable by the Tenant to the Landlord under this Lease shall be paid and delivered to the Landlord at the place designated by the Landlord for notices under this Lease, or any place it so designates in writing in the future.

10.      Roof and Walls         

Landlord shall have the exclusive right to use all or any part of the roof of the Demised Premises for any purpose, to erect additional structures on or over all or any part of the leased Demised Premises, to remodel, expand, contract or otherwise alter or change any portion or portions of the Shopping Center; and to erect scaffolding in connection with the construction on the exterior of the Demised Premises and/or Shopping Center, provided that such activities shall not materially interfere with Tenant's use, access, ingress and egress to and from visibility or parking. If the exercise by Landlord of its rights under this Paragraph materially and adversely affect tenant’s operation, Rent shall proportionately abate until the earlier of (i) the day on which Tenant’s operation is no longer affected, or (it) completion of the activities in question.

            11.   Past Due Rent and Additional Sums

         If the Tenant shall fail to pay within ten (10) days of the due date thereof, any Rent, additional Rent or any other amounts or charges, such unpaid amount shall accrue a late charge in the amount of ten percent (10%) of the unpaid amount, and shall in addition thereto bear interest from the eleventh (11th) day following the due date until the date of payment at the rate of twelve percent (12%) per annum, which equals one (1) percent per month.

12. The Tenant's Covenants

      The Tenant covenants and agrees as follows:

           (a) Prompt Payment

       Tenant  shall pay when due all Rent and other charges herein described including utility costs above projected costs as provided in Paragraph 2 of this Lease attributable to the Demised Premises as the same shall become due. If the Landlord shall pay any money or incur any expenses in correction of violations of the Tenant's covenants herein set forth, the amounts so paid or incurred shall, at the Landlord's option, bear interest at the annual rate of 12%. Charges for the foregoing shall commence on the Rent Commencement Date.

           (b) No Disorderly or Unlawful Purpose

         That it will not use or permit the Demised Premises or any part thereof, to be used for any disorderly or unlawful purpose.

           (c) No Assignments or Subletting

         That it will not transfer or assign this Lease nor let or sublet the whole or any part of the Demised Premises without the written consent of Landlord, which consent shall not be unreasonably withheld. In the event of a proposed assignment or sublease, Landlord may terminate this Lease and repossess the Demised Premises by written notice to Tenant within thirty (30) days of notice of such proposed assignment or sublease. In the event of such termination, Landlord and Tenant shall be released of all obligations under this Lease. Consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for such consent to any subsequent assignment or subletting. Notwithstanding any provision of this Lease to the contrary, Tenant may assign or sublease the Demised Premises without Landlord's consent to an entity controlling, controlled by, or under common control with Tenant, to the, surviving entity in a merger or other corporate reorganization in which Tenant is involved, or to a purchaser of all or substantially all of the assets of Tenant (collectively "Tenant Affiliate"). In the event of such an assignment or sublease to a Tenant Affiliate, Tenant shall be released of all obligations under this Lease effective the date of the assignment or sublease. Except for an assignment of sublease to a Tenant Affiliate in accordance with this Paragraph, Tenant shall at all times remain liable for the payment of Rent herein and for compliance with all of its other obligations under this Lease. Notwithstanding any provision of this Lease to the contrary, Tenant may sublease the Demised Premises without the Landlord's consent to licensees or concessionaires provided such sub-tenant appears as integrated part of Tenant's operation and otherwise complies with the provisions of this Lease. No sublease shall relieve Tenant of any obligations hereunder.

              (d) Repairs and Maintenance

         That it will operate, maintain, repair, and keep the interior of the Demised Premises, together with all interior electrical, plumbing, heating, air conditioning up to the point of departure from the Demised Premises, and all interior doors, and other mechanical installations therein, in good order and condition, and make necessary repairs, replacements, alterations and additions thereto whether or not required by Tenant' s particular use.

Subject to the Landlord's obligations under Paragraph 15 and the provisions of Paragraph 21, the Demised Premises, the interior, together with all items referred to herein, shall be surrendered by Tenant at the expiration of the Term hereof, and any extension or renewal thereof, in the good condition, reasonable wear and tear, damage by casualty, condemnation, act of god and/or failure to make repairs by Landlord excepted.

            (e) No Refuse

           That it will not permit refuse to accumulate on the Demised Premises, but will remove same and will keep such refuse in proper appropriate containers as provided by Landlord until so removed and it will keep the sidewalks and alleys contiguous to the Demised Premises free of rubbish, refuse, empty boxes, and the like and insects, rodents, vermin and other pests, including spraying if necessary. If Tenant's operation or uses any chemicals that are classified as hazardous or toxic, Tenant shall immediately comply with all regulations governing their use and disposal-

            (f) Personal Property insurance/Indemnity by Tenant/Public Liability Insurance/Fire Insurance/Insurance Certificates

            That all personal property, improvements, and betterment's of Tenant in the Demised Premises, shall be and remain at its sole risk, and Landlord shall not be liable for any damage to or loss of such personal property arising from or out of the occupancy or use by Tenant of the Demised Premises, or any part thereof or any other part of Landlord's property comprising the Property, from vandalism or theft, or from bursting, leaking, or overflowing of water, sewer, sprinklers, or steam pipes, or from the heating or plumbing fixtures, except as due to Landlord's negligence and/or willful misconduct or that of its agents, employees, contractors, invitees or licensees.

            Except in the case of its own negligence and/or willful misconduct or that of its agents, employees contractors, invitees or licensees, Landlord shall not be liable for any injury or loss of life to the person of Tenant or other persons in the Demised Premises and, except in the case of Landlord’s negligence or that of its agents, employees, contractors, invitees or licensees, Tenant shall protect, defend and indemnify and save Landlord, his agents and employees harmless from any and all liability, damage, expense, cause of action, suits, loss, costs, penalties, attorneys fees, claims or judgments arising from injury to the person of Tenant or other persons, in the Demised Premises or to personal property in the Demised Premises.  The Tenant’s indemnity obligation and duty to defend the Landlord contained in this subsection shall survive the expiration or other termination of this Lease.

Except in the case of Tenant’s own negligence and/or willful misconduct or that of its agents, employees, contractors, invitees or licensees, Landlord shall protect, defend and indemnify, and save Tenant, his agents and employees harmless from any and all liability, damage, expense, cause of action, suits, loss, costs, penalties, attorneys fees, claims or judgments arising from any injury or loss of life to the person of Tenant or other persons or damage to property caused by Landlord’s negligence and/or willful  misconduct  or  that  of  its  agents,  employees, contractors, invites or licensees.

Landlord shall maintain Special Form Causes of Loss insurance which includes fire insurance and extended coverage insuring the Building in which the Demised Premises are located from fire and other covered risks in accordance with Paragraph 10(c) infra.   Notwithstanding any other provision of this Lease, Tenant, at its own expense, shall carry insurance with extended coverage, on its Premises, improvements or fixtures, equipment, stock, and trade furnishings. Tenant further shall not do or suffer to be done, or keep or suffer to be kept, anything, in the Demised Premises which will contravene Landlord’s policies insuring against loss or damage by fire or other hazards.

            Tenant shall annually furnish Landlord with a certificate of all insurance required in this provision of the Lease, showing same to bc in full force and effect, and naming Landlord as an additional insured as to liability coverage.  If Tenant shall not comply with its covenants to maintain insurance as provided herein, Landlord may, at its option, cause such insurance to be issued and, in such event, Tenant agrees to pay the premiums for such insurance promptly upon: Landlord's demand therefor.

            (g) Compliance with Laws, Etc.

           That it will, at its own expense, promptly comply with all lawful statutes, ordinances, rules, orders, regulations, and requirements of the federal, state, county or municipal government now in force or hereafter enacted insofar as the conduct of its operation in the Demised Premises shall pertain to the same. Landlord shall bear sole responsibility for all other compliance measures affecting the exterior of the Shopping Center, the common areas and paths of ingress and egress to the Demised Premises, Landlord’s Work, ownership of the Demised Premises and/or the Shopping Center, Landlord’s repair obligations under this Lease, Americans With Disabilities Act  ("ADA") requirements and any other compliance measures not related to Tenant’s use and/or occupancy of the Premises.

           Landlord and Tenant hereby agree to indemnify; defend and hold the other party harmless from and against any and all claims, judgments, damages, penalties, fines costs, liabilities, losses or expenses (including reasonable attorneys' fees) which arise during the Term of this Lease as a result of either party's failure to perform its obligations under this subparagraph (g).

            (h) Inspections by Landlord

          That it will make all interior repairs, replacements, and decorations at tenant’s own cost, and that Tenant will permit Landlord, or its agent, upon reasonable written notice and accompanied by the Tenant’s Manager of the Demised Premises, to enter the Demised Premises at all reasonable times during the Term of this Lease for the purpose of inspecting same.

            (i) Compliance with Rules and Regulations

          That it will comply with all reasonable rules and regulations as may be established by Landlord from time to time pertaining to the appearance and operation of the Demised Premises provided such rules and regulations are reasonable and customary for the operation of a shopping center in the Eastern Contra Costa County, California area, are uniformly enforced among all tenants, do not require the expenditure of more than nominal sums by Tenant and do not otherwise materially interfere with Tenant's use, access, visibility or parking, and will conduct its operation in the Demised Premises in all respects in a dignified manner and in accordance with high standards of a higher education operation.

(j) Vacation of Demised Premises         

That should it at any time remove from and vacate the Demised Premises, then even though the Rent herein provided for is tendered, Landlord shall have the right, privilege, and option of either accepting such tender of Rent or terminating this Lease at no expense to Tenant and re-leasing the Demised Premises to another tenant at the risk, cost, and expense of Landlord.  Notwithstanding anything contained or set forth in this Lease to the contrary, nothing set forth in this Lease shall be constructed, in any manner whatsoever, as an express or implied covenant of continuous operation on the part of Tenant, and Landlord acknowledges that there is no covenant of continuous operation with respect to the Demised Premise  arising hereunder or otherwise, express or implied, on the part of Tenant. In the event that Tenant elects, at its sole discretion, to cease its  operations at the Demised Premises for a period of one (1) month or more, or a period of forty (40) days, or more within any three hundred and sixty (360) day period (excepting time for normal suspension of higher education operations for term breaks, Christmas, or Easter breaks,  temporary closings for remodeling, alterations or restoration work and further excepting Tenant's closing in conjunction with any assignment or subletting permitted under the Lease) during the Term of the Lease, such cessation shall not be     deemed a Tenant Default, nor shall such cessation relieve Tenant of any of its liabilities or obligations under and pursuant to the Lease; provided that Landlord shall have the option  thereafter, after each such one (1) month period or forty (40) days (if any) of nonoperation, of recapturing the Demised Premises and terminating the Lease.  If Landlord elects under such circumstances to terminate this Lease and recapture the Demised Premises, Landlord shall provide Tenant with thirty (30) days prior written notice of such election. Upon the effective date of termination, the parties shall be relieved of and from any and all liability or obligations accruing after the effective date of termination. During the thirty (30) day period, however, Tenant' shall have the option of continuing the Lease (and negating Landlord's said election to terminate this Lease) by notifying Landlord within such period of Tenant's bona fide intent to resume its operations at the Demised Premises not later than ten (10) days following Tenant's notice.

           (k) Landlord's Sign

         That it will permit Landlord to post a “For Rent" sign and to show the Demised Premises at reasonable hours to prospective tenants during the last three (3) months of the Term hereof or any extension or renewal thereof, it being understood and agreed that this Lease and the tenancy hereby created shall cease and terminate at the end of the Term hereof without the necessity of any notice from either the Landlord or the Tenant to terminate the same.

            (l) Exterior and Structural Changes

         That it will not alter the exterior of the Demised Premises and will not make any changes of a structural nature without first obtaining the Landlord's written approval, such approval may be withheld in Landlord' s' sole discretion, and Tenant agrees that any permanent improvements made by it shall immediately become the property of the Landlord and shall remain upon the Demised Premises in the absence of an agreement to the contrary.

            (J)    Waiver of Civil Code Section 1542

            Tenant hereby waives its rights under Civil Code Section 1542 that provides as follows:

            “A general release does not extend to claims which the creditor does not know

              or suspect to exist in his favor at the time of executing the release, which if

              known by him must have materially affected his settlement with the debtor.”

13.  Removal of Tenant's Property

            Landlord agrees that although affixed to the Demised Premises, Tenant's fixtures which include without limitation all machinery and equipment, used in the operation of Tenant's operation, telephone, alarm systems, attached and unattached furniture  are placed on the Demised Premises by Tenant from time to time during the Term of this Lease shall be the property of Tenant and at the expiration of termination of this Lease may be removed from the Demised Premises by Tenant.   Tenant agrees to be responsible and perform repairs occasioned by the removal of Tenant’s fixtures and equipment from the Demised Premises in accordance with the provisions of this Paragraph. Tenant shall repair and restore the Demised Premises to good condition, reasonable wear and tear, and damage by casualty, condemnation, act of god and/or failure of Landlord to make repairs excepted.

           14. Quiet Possession

       Landlord represents to and covenants with tenant that:

              (a)    There are no agreements or restrictive covenants to which Landlord is a party or affecting the Demised Premises which in any way prohibit or restrict Tenant's proposed use of the Demised Premises; and

  (b)   Landlord shall not enter into any covenants, easements or other agreements after the date of this Lease which prohibit or restrict Tenant's proposed use of the Demised Premises or otherwise change the terms of this Lease without Tenant prior written consent which may be withheld in Tenant's sole discretion.

               (c) Landlord shall warrant and defend Tenant in the quiet enjoyment and possession of the Demised Premises during the Term.

            15. Landlord's Repairs

Landlord covenants and agrees to make all necessary repairs and/or replacements within ten (10) days following written notice from Tenant during the Term of this Lease and any extensions or renewals therefor at Landlord’s sole cost and expense to the structural elements and exterior surface of the Demised Premises including, but not limited to, the roof, roof covering, and all necessary structural repairs to the walls, concrete slab, footing, and foundation of the demised Premises. Furthermore, Landlord covenants and agrees to make all necessary repairs and/or replacements within ten (10) days following written notice from Tenant to the electrical and plumbing exterior to the Demised Premises, gutters, sprinkler system (if any), parking areas, access roads, curbs and sidewalks which make up the common areas and all other reasonable maintenance to the common areas of the Shopping Center, provided such repairs are not made necessary through negligence or willful misconduct of Tenant.

In the event Landlord fails to make necessary repairs to the Demised Premises and/or the common areas within ten (10) days following written notice or to commence such repairs and diligently pursue them to completion in the case of repairs that cannot be completed within said ten (10) day period, Tenant shall be permitted to make such repairs and bill Landlord for the reasonable costs of same. In the event of an emergency, Tenant shall attempt to provide Landlord with prompt notice, but shall be permitted to make necessary repairs and bill Landlord for the reasonable cost of it. In the event Landlord fails to pay any bonafide bill, Tenant shall have the right to deduct such costs and expenses from the next Minimum Yearly installment(s) of Rent due and payable under this Lease.

        16.    Hazardous Materials/ADA Compliance

         Landlord represents and warrants that as of the date of this Lease, Landlord has no knowledge, nor has reasonable cause to believe that a release (as hereinafter defined) of Hazardous Materials  (as hereinafter defined) has occurred in the Demised Premises and/or the Property or that Hazardous Materials are otherwise present in the Demised Premises and/or the Property.  Landlord agrees to indemnify, defend and hold Tenant harmless from any and all claims, judgments, penalties, fines, costs, liabilities, losses or expenses  (including but not limited to attorneys’ and consultants’ fees) which may arise as a result  of  contamination  and  any  remediation  efforts   relating  to  same.

         Except as otherwise provided above, Landlord represents and warrants to the best of its knowledge as of the date of this Lease that the Demised Premises are in compliance with all federal, state and/or local statutes, regulations, rules and/or ordinances, and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, generation, manufacture, collection, treatment, disposal, storage, control, removal or clean up of Hazardous Materials  ("Environmental  Laws").  To the extent any Hazardous Materials are present in, at, on or about the Demised Premises and/or the Property through no fault of Tenant, Landlord shall be responsible for removing or otherwise remediating such Hazardous Materials as required by, and in full compliance with, all Environmental Laws at no cost to Tenant

           In the event Tenant incurs any costs, fees, damages, losses, expenses, and/or liabilities in connection with Hazardous Materials present or released in, at or about the Demised Premises and/or the Property through no fault of Tenant or any of Tenant’ s agents, employees, contractors, invitees and licensees, Landlord shall pay such costs, fees and/or expenses within ten  (10) days of a written request from Tenant.  Tenant shall not incur any fees or costs before notifying Landlord that it is likely to incur such fees and costs unless Landlord takes corrective action. Furthermore, Landlord shall indemnify, protect, defend and hold Tenant harmless from and against any and all costs, fees, damages, losses, expenses and/or liabilities of any kind or nature in any way related to the existence, removal, transportation or disposal of any Hazardous Materials in, at, on or about the Demised Premises and/or the Property unless caused by Tenant.

            If any action or proceeding were brought against Tenant by reason of such claim, Landlord upon notice from Tenant shall defend the same at Landlord’s expense by counsel reasonably satisfactory to Tenant.

            Neither Tenant, its successors or assigns, nor any permitted assignee, permitted subleases or other person acting at the direction of Tenant shall (i) manufacture, treat, use, store or dispose of any Hazardous Materials on the Demised Premises or any part thereof in violation of any applicable Environmental Laws, or (it) permit the release of a Hazardous Material on or from Demised Premises or any part thereof.

          In the event of a release of Hazardous Material by Tenant or its subleasees or assigns, Tenant shall indemnify, protect, defend and hold Landlord harmless from and against any and all costs, fees, damages, losses, expenses and/or liabilities of any kind or nature in any way related to the release, removal, transportation and/or disposal of such Hazardous Materials.  If  any action  or  proceeding were brought against  Landlord  by  reason  of  such  claim,  Tenant  upon  notice  from  Landlord  shall defend the same  at  Tenant's  expense  by  counsel  reasonably  satisfactory  to  Landlord.  In the event Landlord incurs any costs, fees, damages, losses, expenses, and/or liabilities in connection with a release of Hazardous Materials by Tenant, Tenant shall pay such costs, fees and/or expenses within ten (10) days of written request from Landlord, Landlord shall not incur any fees or costs before notifying Tenant that it is likely to incur such fees and costs unless Tenant takes corrective action.

         The term  "Hazardous Material” shall mean any waste, substance, or material   (i) identified in Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as the same may be amended from time to time   (herein called   "CERCLA"), or  (ii) determined to be hazardous, toxic, a pollutant or contaminant, under federal, state, or local law, including, but not limited to, petroleum and petroleum products.  The term "release" shall have the meaning given to such term in Section 101(22) of CERCLA.   Notwithstanding any provision of this Lease to the contrary, all exterior areas of the Demised Premises, including without limitation, customer parking areas, walkways, ramps, exterior of the buildings and ingress to and egress from the Demised Premises shall be constructed and maintained by Landlord at all times during the Term of this Lease and any renewal (s) in strict compliance with the ADA requirements.  Landlord shall indemnify, protect, defend and hold Tenant harmless from any and all costs, fees, damages, losses, expenses end/or liabilities of any kind or nature, in any way related to Landlord’s obligations under this Paragraph.

         17. Landlord's Services

            Landlord agrees to pay for and to provide, as reasonably necessary,  (a) sweeping and upkeep for the common areas, (b) trash and garbage service,  (c) adequate parking lot lighting, (d) maintenance of the landscaping, and (e) the keeping the parking area clear of debris or abandoned vehicles..

         18. Estoppel Certificate

            Within fifteen (15) business days after receipt of request therefore by Landlord, or in the event that upon any sale, assignment or hypothecation of the Demised Premises and/or the land there under by Landlord an Estoppel Certificate shall be required from Tenant, Tenant agrees to deliver a certificate to any proposed mortgagee or purchaser, or to Landlord, certifying (if such be the case) that this Lease is in full force and effect, that there are no defenses or offsets thereto, or stating those claimed by Tenant and certifying such other matters directly related to this Lease   which may be reasonably requested by Landlord.

        19. Attornment

          Tenant shall, in the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage made by Landlord covering the Demised Premises, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under Lease provided such purchaser expressly assumes all of the Landlord’s obligations hereunder in writing.

        20. Subordination

           The rights of Tenant under this Lease shall be and are subject and subordinate at all times to the lien of any bank or institutional deed of trust or deeds of trust now or hereafter in force against the Property of which the Demised Premises are a part or upon any buildings hereafter placed upon the land of which the Demised Premises are a part, and to all advances made or hereafter to be made upon the security thereof, provided the note holder and beneficiary secured by such deed of trust or deeds of trust shall agree to recognize the Lease of Tenant in writing in  the event of foreclosure if Tenant is not then in default beyond any applicable cure period.    Within fifteen (15) business days after receipt of request therefor by Landlord, Tenant shall deliver to Landlord such subordination agreement in a form acceptable to Tenant as may be required by any lender or proposed lender to evidence such subordination.

         21. Fire or Other Casualty

 a. Notice of Destruction. If the building which comprises the Demised Premises should be damaged by fire, the elements, unavoidable accident or other casualty to the extent that the Demised Premises are totally or partially inaccessible or unusable by Tenant in the ordinary course of Tenant’s operation, Tenant shall give immediate written notice thereof to Landlord. Landlord shall thereafter, within forty-five (45) days after receipt of written notice of such damage, notify Tenant of the amount of time Landlord estimates it will take to repair such damage ("Landlord's Estimate").

b. Loss Covered by Insurance. If the loss to Landlord is fully (exclusive of any deductible) covered by insurance maintained by Landlord or for Landlord's benefit, which loss renders the Demised Premises totally or partially inaccessible or unusable by Tenant in the ordinary conduct of Tenant' s operation, then:

(i) If in Landlord's Estimate is equal to or less than one hundred eighty   (180) days from the date of such casualty; (ii) such damage or destruction is not the result of negligence or willful misconduct of Tenant; and (iii) Landlord is not prevented by applicable Laws from rebuilding the building to its preexisting condition, Landlord shall, at Landlord’s expense, repair the same and this Lease shall remain in full force and effect and a proportionate reduction of the Minimum Monthly Rent and additional Rent shall be allowed Tenant for such portion of the Demised Premises as shall be rendered inaccessible or unusable to Tenant during the period of time that such portion is unusable or inaccessible.

                      (ii) If Landlord's Estimate exceeds one hundred eighty (180) days, then either party may terminate this Lease by written notice to the other

c. Loss Net Covered by Insurance.  If, at any time prior to the expiration or termination of the Lease, the Demised Premises is totally or partially damaged or destroyed from a risk, the loss to Landlord which is not fully (exclusive of any deductible) covered by insurance maintained by Landlord or for Landlord's benefit, Landlord may, at its option, upon written notice to Tenant within forty-five (45) days after notice to Landlord of the occurrence of such damage or destruction, elect to repair or restore such damage or destruction, or Landlord may elect to terminate this Lease. If Landlord elects to repair or restore such damage or destruction, this Lease shall continue in full force and effect provided that such repairs or restorations are completed within one hundred eighty (180) days of the casualty and the Minimum Monthly Rent and additional Rent shall be proportionately reduced as provided in Paragraph 23-b (i). In the event such repairs are not complete with one hundred eighty (180) days; Tenant shall have the right to terminate.

d. Destruction near End of Term. Notwithstanding the foregoing, if the Demised Premises is wholly or partially damaged or destroyed within the final six (6) months of the Term, Landlord or Tenant may, at its option, elect to terminate this Lease.

e. Destruction of Improvements and Personal Property. In the event Of any damage to or destruction of the Demised Premises, under no circumstances shall Landlord be required to repair, replace or compensate anyone for the personal property, trade fixtures, alterations, machinery, equipment or furniture of Tenant and Tenant shall repair and replace all such personal property at Tenant’s sole cost and expense provided such damage or destruction is not caused by Landlord's negligence and/or willful misconduct or of its agents, employees, contractors, invitees or licensees.

            22.    Notices.             All notices from Landlord to Tenant so required or permitted shall be in writing and sent by registered or certified mail, postage prepaid and directed to Tenant as follows:

    Contra Costa County Community

                             College District

                             500 Court Street

                             Martinez, California 94533

 All notices and payments from Tenant to Landlord so required or permitted shall be in writing and sent by registered or certified mail, postage prepaid and directed to Landlord as follows:

                              City of Brentwood

                               Attn:   City Manager

                               150 City Park Way

                               Brentwood, CA  94513    

Either party may, at any time or from time to time, designate in writing a substitute address for that above set forth and thereafter notices shall be directed to such substitute address for that above set forth. Notices to either party shall be effective three (3) business days after depositing in the United State Postal system or on the next business day if sent by overnight courier in accordance with this Paragraph.

      23. Right of First Refusal

          During the term of this Lease and any renewal(s), Tenant shall have a right of first refusal to lease any adjacent space in the Shopping Center. Landlord shall notify Tenant in writing of the availability of such adjacent space and Tenant shall have fifteen (15) days from receipt of said written notice to notify Landlord of its election to lease such space. The Rent for the adjacent space shall be as agreed upon by the parties. In the event Tenant fails or refuses to exercise its option to lease the adjacent space, Landlord shall have no further obligation to offer the space to Tenant until a subsequent termination or expiration of the lease for said space.

       24. Successors and Assigns

This Lease and the covenants and conditions herein contained shall inure to the benefit of and be binding upon Landlord, its successors, and assigns, and shall be binding upon Tenant, its successors, assigns, heirs, executors, administrators, and legal representatives, and shall inure to the benefit of Tenant and only such assigns of Tenant to whom the assignment by Tenant has been consented to by Landlord.

       25.   Waiver

The failure of either party to insist, in any one or more instances, upon a strict performance of any covenant of this Lease or to exercise any option or right herein contained shall not be construed as a waiver or relinquishment for the future of such covenant, right, or option, but the same shall remain in full force and effect unless the contrary is expressed in writing.

       26.   Short Form of Lease

          The parties agree that upon the request of either party, they will execute, acknowledge, and deliver a short form of Lease to the end that the same may be recorded at the expense of the requesting party. Upon the expiration or earlier termination of the Lease and within ten  (10) days following written notice from Landlord, Tenant agrees to execute a Memorandum of Lease Termination or Quitclaim Deed discharging any recording made pursuant to this Paragraph.

        27.    Holding Over

          This Lease shall terminate without further notice at the expiration of the Lease Term or option term if Tenant has such option terms and elected to exercise it.  Any holding over by Tenant after expiration of the Lease Term shall not constitute a renewal or extension of the Lease or give Tenant any rights in or to the Demised Premises except as expressly provided in this Lease. Any holding over after the expiration of the Lease without the consent of Landlord shall be construed to be a tenancy from month to month on the same terms and conditions herein specified except for the pro-rata of the Minimum Yearly Rent which shall be one hundred and fifty percent (150%) the pro-rata of the Minimum Yearly Rent payable for the last month of the previous Lease Term  (initial or renewal, as applicable).

        28.  Signage

          Tenant shall have the right to signage available under local law.   Tenant,   upon   written   request   from   Landlord,   shall    immediately  remove  any  sign,  decoration,  marquee  or  awning  which   Tenant   has   placed   or    permitted to be placed in, on or  about  the  Demised  Premises  which  does  not  comply  with  the terms of this  Paragraph or is objectionable or  offensive  in  Landlord's  reasonable  opinion,  and  if  Tenant fails so to do, Landlord may enter upon the Demised Premises and remove the objectionable signs.

         At the termination of this Lease, or any extension thereof Tenant shall remove all    signs, and any damage caused by removal shall be repaired at Tenant's expense. All signs shall be maintained by Tenant at its own expense unless repair is required as a result of Landlord's action without advance notice, and all amendments shall be effective upon delivery of a copy of them to Tenant.

        29.   Entire Agreement

          This Lease sets forth all the promises, agreements, conditions, and understandings between Landlord and Tenant relative to the Demised Premises, and there are not promises, agreements, conditions, or understandings, either oral or written, expressed or implied, between them other than set forth herein. Except as herein otherwise provided, no subsequent alterations, amendment, change, or additions to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by them.

       30. Construction of Agreement

            All headings preceding the text of the several provisions and sub provisions are inserted solely for convenience of reference and none of them shall constitute a part of this Lease or affect its meaning, construction, or effect. Venue for any action brought by Landlord and Tenant in relation to this Lease shall be in the courts of  Contra Costa County.

       31. Broker's Commissions

         Each party represents that it has not had dealings with any real state broker, finder, or other person in any manner. Each party shall hold harmless the other party from all damages resulting from any claims that may bc asserted against the other party by any broker, finder, or other person, with whom the other party has or purportedly has dealt.

       32.  Parking and Janitorial Services

The Shopping Center has approximately 175 parking spaces.   Tenant’s users shall have the right of first come, first served basis to these 175 parking spaces.  Tenant acknowledges Landlord’s right to schedule events in which the parking shall be controlled by Landlord on weekends and holidays, notwithstanding the above provisions.         

For the first ten years of this Lease, the Landlord agrees to provide janitorial services after 10:00 p.m. Monday through Friday but this janitorial service shall be limited to maintaining adequate toilet supplies, cleaning toilet areas, vacuuming once a week the common hallways, cleaning classrooms, and waste paper collection.   

 33.  Covenant Against Liens

      Tenant shall keep the Demised Premises free from any and all mechanics’, materialmen’s and other liens and claims thereof, arising out of any work performed, materials furnished or obligations incurred by the Tenant.  Landlord shall be entitled to post a lien release bond in the event Tenant does not remove the mechanics’ lien form the Premises and to assess the cost of such bond as additional Rent.             

        34. Attorneys Fees

         If any action at law or equity  is  commenced  between  the  parties  hereto,  the  prevailing party shall be entitled to reasonable attorney’s fees and  costs.  In the event any dispute arising between the parties is resolved without court proceedings, the prevailing party shall be entitled to recover reasonable attorneys' fees, including fees for in-house counsel, in connection with such dispute

        35.   Authority of Parties

Landlord represents that it is a municipal corporation and the individual executing this Lease on behalf of said municipal corporation represent and warrants that he is duly authorized to execute and deliver this Lease on behalf of said municipal corporation, in accordance with a duly adopted resolution of the City Council.

Tenant acknowledges that it is a Public Community College District (“District”) established under the laws of the State of California and the individual(s) executing this Lease on behalf of the District represents and warrants that he/she is duly authorized to execute the Lease on behalf of the District, in accordance with a duly authorized resolution of its Board of Trustees and that this Lease is binding upon said District in accordance with its terms

       36.   Severability

 Any provision of this Lease which shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate the other provisions of this Lease and shall remain in full force and effect.   

     

IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed in their   names by their duly authorized officers under their seals.

  LANDLORD:                                  TENANT:

CITY OF BRENTWOOD                   CONTRA COSTA COMMUNITY COLLEGE DISTRICT

                                                      500 Court Street

                                                      Martinez, CA 94553   (925) 229-1000     

                  

Jon Elam                             By: _______________________

      City Manager                             John Hendrickson

                                                      Vice Chancellor, Finance and Administration 

City Administration
City of Brentwood City Council
150 City Park Way
Brentwood, CA 94513
(925) 516-5440
Fax (925) 516-5441
E-mail allcouncil@brentwoodca.gov