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HomeMy WebLinkAbout2223Ordinance No.~ AN ORBINANCE APPRDVING AIV17 AUTHDRIZING THE EXECUTION OF A k'ACILITY LEASE WITH BUTTE COUNTY LIBRARY FACILITIES CORPORATION TO FINANCE THE CDIVSTRUCTIUN OF YUBLIC LIBRtaRY BUILDINGS AiV~7 FACILITIES 1 2 3 4 6 6 7 8 9 10 11 12 13 14 15 is 17 18 19 20 21 22 23 24 2;5 28 The f~oartl o~ Supervisors of the County of Butte, State of California, UU ORDAIN as follows: Section 1. The Butte Gounty T~ibrary Corporation (herein called the "Corporation") is a nonprofit public benefit cvrporat.ion formed to render financial assistance to the County of Butte (herein called .the "County") ~by financing the acquisi- tion, construction and improvement of public library buildings and facilities for the Gounty. The County now has a need for and desires to obtain the use of new public library buildings and facilities in Chico and in Gridley, together with parking facilities, site development, landscaping, utilities, equipment, furnishings, improvements and appurtenant and related facilities (herein called the "Project"), and the County ..proposes to lease the site for the Project to the Corporation and to lease back the site and the Project to be constructed thereon. Section 54241 of the California Government Code empowers this Board of Supervisors to approve the act of entering a public leaseback (as such term is defined in Section 54240 of the Government Code) by ordinance. -Section 2.-: ,I,t is hE:re~b,y fopnd and. de.te~mined .that it is in the public interest, convenience and welfare aid for t e _. common benefit of the in~iabitants of the County that the Gounty lease the Project from the Corporation. 1 2 3 4 5 8 7 s 10 1~ 12 13 I4 15 16 i7 18 xs 20 =21. 22 23 24 2S 28 Section 3. The act of entering into a lease of the Project by the County from the Corporation be and it is hereby approved. The form of proposed Facility Lease, dated as of July la,l98i., from the Corporation to the County, Submitted to this Board of Supervisors and on file in the office of the County Clerk of the County and to which reference is hereby made, and the terms and conditions thereof, are hereby approved. The Chairman of this Board and the Clerk of this Board are authorized and directed to execute and deliver said Facility Lease in substantially said form, as completed to include the base rental to be paid under Section 3(a) thereof; provided, however, that the amount of such -base rental payable in any one year shall not exceed dollars Four Hundred and Eighty- Five Thousand Dollars (~4s5,aaa.aa )- The Clerk of this Board is directed to file a copy of said proposed form of Facility Lease with the minutes of this meeting. Section 4. The Chairman of the Board of Supervisors and the Clerk of the Board of Supervisors are authorized to make such changes to said Facility Lease prior to the execution thereof- as 'may be required in •the. interest.:of::the,:Gounty if such changes do not materially increase the obligation of the County or if such changes are first approved by resolution of this Board of Supervisors. -2- 1 2 3 4 5 8 7' 8 9 10 3.~. 12 1,3 34 ].5 1B i~ 18 19 2d 2~ ~ ~~~ 22 23 24 2S 28 Section 5. This-ordinance shall take effect and be in force thirty days from and after the date of its adoption. Pursuant to Section 54242 of the California Government Code, this ordinance is subject to the provisions for referendum ~~i:plicable to ordinance of the County as such provisions are set forth in Sections 3750 through 3756 of the California Elections Code. Section b. This ordinance shall be and it is hereby declared to be in full force and effect from and after thirty (30) days after the date of its passage, and before the expiration of fifteen (15) days after its passage, this ordinance shall be published once caith the names of the members of the tsoard of Supervisors voting for and against it in the G~~idle.y :- .. Herald, a newspaper published in the County of Butte, State of California. PASSED AND ADOPTED by the Bvard of Supervisors of the County of Butte, State of California, this 2nd day of June , 1981, by the following AYES: Supervisors Dolan, Saraceni, Wheeler and Chairman ~. Moseley NOES: None ABSENT: Supervisor.Lemke_ :. ...• _. NOT VOTING: None ~ BERTH [~OSELEY, Ch rman o- Butte County Board of Supervisors ATTEST: CLARK A. 1V LSON County Clerk and ex-of f is ' Cl r of the i3aard By _~_ Proof of becember 31,1880, Marker/Aasocfates, San Frariciaco, (415) 421-315. F1 FACiL~'Y LEASE This Lease, dated as of July 1, 1981, by and between BvTT~ COUNTx Lzazwxx COZtPOZUrzoN (herein called the "Corporation"), as sublessor, and the CovxTx o~ BvTTE, a political subdivision of the State of Cali- fornia (herein called the "County"), as sublessee; WITNESSETIi: In consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: 5z?cTZON 1. De finitio~rs. Unless the context otherwise requires, the terms defined in this section shall, for all purposes of this lease, have the meanings herein specified, the following definitions to be equally applicable to both the singular and plural forms of any of the terms herein defined: The term "Bonds" means any bonds ar notes issued by the Corpo- ration to finance the construction of the Project and authorized under and secured by the Indenture, and any other indebtedness incurred by the Cor- poration to finance the construction of the Project. The term "Demised Premises" means that certain real property situ- ated in the County of Butte, State of California, described in Exhibit A attached hereto and made a part hereof. The term "Indenture" means the indenture, dated as of July 1, 1981, between the Corporation and the Trustee, as originally executed or as it may from time to time be supplemented or amended by aay supplemental indenture entered into pursuant to the provisions thereof. The .term "Project" means public library buildings and facilities for the County, including parking facilities, site develogmant, landscaping, utilities, equipment, furnishings, improvements and all appurtenant and xelated facilities, all to be constructed by the Corporation on the Demised. Premises pursuant to Section 4 hereof ; ~x~~z~z~ ~ Proof of Daceaet~er 31,1580, Marker/Associates, San Francisco, {415) 42'i-8315. F2 The term "Site Lease" means that lease, entitled "Site Lease" and dated as of July 1, 1981, between the County, as lessor, and the Corpora- tion, as lessee. . The term "'lYustee" means the trustee wader and as defined by the Iadeature. S$crtox 2. Term; Commencement o f Rental. The Corporation hereby leases to the County and the County hereby hires from the Corporation, on the terms and conditions hereinafter set forth, the Demised Premises and the Project. to be located thereon. The term of this lease shall commence on the date of recordation of this lease in the office of the County Recorder of Butte County, State of California, or on September I, 1981, whichever is earlier, and shall end on June 34, 2442, carless such term is extended or loaner terminated as hereinafter provided. If on June 30, 2002, the Bonds or any other indebt- edness of the Corporation incurred to finance the construction of the Project shall not be fully paid and retired, ar if the rental payable here- under shall have been abated at any time and for any reason, then the term of this lease shall be extended until ten (10) days after all Bonds and any other indebtedness of the Corporation incurred to finance the construction of the Project shall be fully paid and retired, except that the term of this lease shall in no event be extended beyond June 34, 2012. If prior to June 30, 2402, all Bands and any other indebtedness of the Corporation in- curred to finance the construction of the Project shall be fully paid and retired, the term of this lease -shall end tea (10) days thereafter or ten { 14) days after written notice by the County to the Corporation, whichever is earlier. It is contemplated that. the County will take possession of the Demised Premises and the Project and each and every part thereof on ar before December 15, 1982, and the first payment of rental shall be due on De- cember 15, 1982, as provided in Section 3 hereof. If the Project or any part thereof shall be substantially completed before December 15, 1982, the County may take possession of the Demised Premises and the Project or such part thereof upon such substantial completion. If the Corporation, for any reason whatsoever, cannot deliver pos- session of the Demised Premises and the Project or any part thereof to the County by December 15, 1982, this lease shall not be void or voidable, nor Proof of Decarn~r 31,190, Marker/Associatgs, Sari Frsnc[sco, (4t5) ~-$;3t5. F3 shall the Corporation be liable to the County far any loss or damage resulting therefrom; but in that event the rcnt payable hereunder shall be abated proportionately, in the proportion which the construction cast of the part or parts of the Project not yet delivered to the County bears to the construction cost of the entire Project, with respect to the period between January 1, 1982 and the time when the Gorporatian delivers such possession. S~c~.zox 3. Rental. The County agrees to pay to the Corporation, its successors or as- signs, as rental for the use and occupancy of the Demised Premises and the Project, the following amounts at the following times (but subject to the provisions of Sections 20 and 24 hereof) (a) Base Rental. The County shall pay to the Corporation as abase rental semiannually the amount of Dollars ($ .~ on December 15, 1982 and on each June 15 and December l S thereafter to .and including June l 5, 2002, or, if the term of this lease shall have been ,extended pursuant to Section 2 hereof, continuing to and including the date of termination of this Iease. Each semiannual payment of base rental shall. be for the use of the Demised Premises and the Project for the six-month period com- mencing an the first day of the month fallowing the month in which such rental is due. (b) Additional Rental. The County shall also pay to the Cor- poration, as rental hereunder in addition to the base rental, such amounts in each year as shall be required by the Corporation for the payment of all administrative costs of the Corporation attnibutabie to the Project and the Bonds, :including, without limiting the generality of the foregoing, salaries and wages o€ employees, all expenses, com- pensation and indemnification of the Trustee payable by the Corpo- ration under the Indenture, fees of auditors, accountants, attorneys or engineers, insurance premiums and all other necessary administra- tive costs of the Corporation or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Bonds or of the Indenture. Such additional rental shall be billed to the County by the Cor- poration or the Trustee from time to time, together with a statement certifying that the amount so billed has been paid by the Corporation or by the 'Trustee vn behalf of the Corporation, for one ar more of tine proof n# pecentber 31,1980, Marker/Associates, San Francisco, (415) 421-8315. F4 items above described, or that such amount is then payable by the Corporation or the Trustee far such items. Amounts so billed shall be due and payable by the County within thirty (30) days after receipt of the bill by the County. Such payments of base rental and additional rental for each rental payment period during the term of this lease shall constitute the total rental for said rental payment period, and shall be paid by the County in each rental payment period for and in consideration of the right of the use and occupancy of, and the continued quiet use and enjoyment of, the Demised Premises and the Project during each such period for which such rental is to be paid. The parties hereto have agreed and determined that such total rental represents the fair rental value of the Demised Prem- ises and the Project. Yn making such determination, consideration has been given to the amount of Site Lease rental payable to the County, casts of design and construction and financing of the Project, other obligations of the parties under this lease, the uses and purposes which may be served by the Project and the benef is therefrom which will accrue to the County and the general public. Each installment of xental payable hereunder shall be paid in lawful anoney of the United States of America to ar upon the order of the Cor- poration at the principal office of the Trustee in San Francisco, California, or such other place as the Trustee shall designate. Any such installment of rental accruing hereunder which shall not be paid .when due shall beaz interest at the rate of eight per cent (8%) per annum from the date when the same is due hereunder until the same shall be paid. Notwithstanding any .dispute between the Corporation and County, the County shall make all rental payments when due and shall not withhold any .rental payments pending the final resolution of such dispute. The County covenants to take such action as may be necessary to include all such rental payments due hereunder in its annual budgets and to make the necessary annual appropriations for all such rental payments. The County will furnish to the Corporation and the Trustee copies of each proposed and final budget of the County within ten (10) days after the filing or adoption thereof. The covenants on the part of the County herein contained shall be deemed to be and shall be construed to be duties im- posed by law and it shall be the duty of each and every public official of the County to take such action and do such thugs as are required by law in the performance of the official duty of such officials tv enable the County ', Proof of December 31, ~fi80, Marker/Assoe#ates, San Francisco, (475) 427-8315. FS to carry out and perform the covenants and agreements is this Facility Lease agreed to be carried out and performed by the County. In the event the County does not have sufficient money to satisfy the requirements of bath the base rental payments and the additional rental payments due hereunder, then the base rental payments shall be satisfied before satisfying the requirements of the additional rental payments. SHC'rIDN 4. Construction of the Protect. The Corporation has obtained open competitive bids for the construc- tion of the Project, and concurrently with the execution, delivery and rec- ordation of this lease will enter into construction contracts providing for the construction of the Project with ,California and with ,California (herein called the "Con- tractors"}, the lowest responsible construction bidders therefor, and will supervise and provide for the complete construction of the Project. The Corporation agrees that the Project will be constructed in accordance with the plans and specifications prepared by Lawrence G. Thomson, Chico, California and Gordon W. Northam, Marysville, California {herein called the "Architects"}, and heretofore approved by the County. The Corpora- tion further agrees that within twenty-four (24) hours of the execution and delivery of this lease it will give notice to the Contractors to commence worl~ under such construction contracts and that the Project will be sub- stantially completed in accordance with such plans and specifications with- in the time set Earth in such construction contracts. The County agrees that upon substantial completion of the Project it will take possession of and occupy the Project under the terms and provisions of this lease. Such sub- stantial completion shall be evidenced either 3~y a certificate of the Archi- tects or by the occupancy by the County of the Project. The time within which the Corporation is required to complete the Project shall be extended for a period equal to any extensions of time to which either Contractor is entitled under the construction contracts (except extensions resulting from acts of the Corporation) and any delays in construction resulting from other causes and events not within the reasonable control of the Contrac- tors or of the Corporation. The County may request the Corporation to issue change orders alter- ing the construction contract plans and specifications during the course of construction, if such changes do rat materially reduce or diminish the capacity, adaptability or usefulness of the Project, and the Corporation agrees to cooperate fully with the County and to issue such change orders. Proof of Decarabar 31,1980, Marker/Asaooiatvs, San Francisco, {41~ 421-8315. F6 Btfore the Corporation shall be bound to issue any such change order which, together with all other change orders, would increase the aggregate cost of construction of the Project to an amount in excess of the funds of the Corporation then on deposit with the Trustee and available to pay such aggregate cost, the County shall arrange with the Corporation to pay the increased cost resulting from such change order, and, if required by the Corporation or by the terms of the Indenture, shall deposit funds sufficient to pay such increased cost with the Trustee. The general prevailing rate of per diem wages, as set forth in said specifications, are hereby specified and adopted as the general prevailing rate of per diem wages for the construction of the Project, and the Corpora- tion agrees that it will provide that said prevailing rates will be paid for such construction and that work performed by any workman for such con- struction in excess of eight hours during any one calendar day shall be permitted only upon compensation far all hours worked in excess of eight hours per day at not less than 1 ~i times the basic rate of pay. Suc'rtox 5. Maintenance, Utilities, Taxes and Assessments. During such time as the County or any assignee or sublessee thereof is in possession of the Demised Premises and the Project, all maintenance and repair of the Demised Premises and the Project shall be the responsi- bility of the County, which shall at all Humes maintain the Project in first class condition, and the County shall pay far or otherwise arrange for the payment of all utility services supplied to the Demised Premises and the Project, which shall include janitor and landscape service, power, gas, tele- phone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the costs of the repair and replace- ment of the Project resulting from ordinary wear and teaz or want of care an the part of the County or any assignee or sublessee thereof. In exchange for the rentals herein provided, the Corporation agrees to provide only the Demised Premises and the Project. The County shall also pay to the Corporation such amounts, if any, in each year as shall be required by the Corporation for the payment of all fazes and assessments of nay type or nature charged to the Corporation or the Trustee affecting the Demised Premises or the Project or the respec- doe interests or estates therein, or affecting the amount available to the Corporation from rentals received hereunder (including fazes ar assess" menu assessed or levied by any governmental agency or district having power to 3evy taxes or assessments). Proof of Decernbar 31,1980, Marker/Associates, San Frar:oisao, (415) 421-8315. F? S~cTTON 6. Changes to the Project. The County shall have the right during the team of this lease to make alterations or improvements or attach fixtures, structures or signs to the Demised Premises or the Project if said alterations, improvements, fixtures, structures and signs are necessary or beneficial for the use of the Demised Premises or the Project by the County. Upon termination of this lease, the County may remove any fixture, structure or sign added by the County, but such removal shall be accom- plished so as to leave the Project, except for ordinary wear and tear, in sub- stantially the same condition as it was in before the fixture, structure or sign was attached. SECTION ?. Fire and Extended Coverage Insurance. After the substantial completion of the Project {evidenced as pro- vided in Section 4 hereof) , the County shall pracure or cause to be pro- cured, and maintain or cause to be maintained, throughout the term of this lease, insurance against loss or damage to any structure constituting any part of the Project by fire and lightning, with extended coverage and van- dalism and malicious mischief insurance and sprinkler system leakage insurance and bailer insurance and earthquake insurance (but as to such earthquake insurance only if such insurance is available on the open market from reputable insurance companies at reasonable cast). Said extended coverage insurance shall, as neazly as practicable, cover-loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such Other hazards as are normally covered by such insurance. Such insurance shall be is an amount equal to the replacement cost (without deduction for depre- ciation) of all structures constituting any part of the Project, excluding the cost of excavations, of grading and filling, and of the land (except shat such earthquake insurance may be subject to a deductible clause of not to exceed ten ger cent of said replacement cost for any one loss and except that such other insurance may be subject to deductible clauses of not to exceed $SU,QQO for any one loss}, or, in the alternative, shall be in an amount and in a form sufficient, in the event of total or partial loss, to enable the Corporation either to retire all Bonds then outstanding or #o restore such structures to the condition existing before such ions. SECTIOx $. Liability Insurance. After the substantial completion of the Project (evidenced as pro- vided in Section 4 hereof), the County shall procure or cause to be pro- Proof of Oecamber 39,1980, Marker/Associa#es, 5an Francisco, (415j 421-X3'!5. F8 cured, and maintain or cause to be maintained, throughout the term of this lease, a comprehensive insurance policy or policies in protection of the Corporation and its directors, officers, agents and employees and the Trustee, indemnifying said parties against all direct or cantingent loss or liability for damages for personal iajury, death or property damage occa- sioned by reason of the operation of the Project, with minimum liability limits of $500,000 for personal injury or death of each Berson and $1,000,00© far personal injury ar deaths of twa or more persons in each accident or event, and in a minimum amount of $100,004 (subject to a deductible clause of not to exceed $5,400 or one-half (ih) of the balance of money in the Capital and Insurance Reserve Fund established under the Indenture, whichever is greater) far damage to property resulting from each accident or event. Such public liability and property damage insur- ance may, however, be in the form of a single limit policy in the amount of $1,000,000 covering all such risks. Such liability insurance may be main- tained as part of ar in conjunction with any other liability insurance carried by the County. The insurance coverages required by this section may be effected under legal sel€ insurance programs. SECTION 9. Rental Insurance or Use and Occupancy Insurance. After the substantial completion of the Project (evidenced as provided in Section 4 hereof), the County shall procure or cause to be procured, and maintain or -cause to be maintained, throughout the term of this lease, rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of any structures constituting any part of the Project as the result of any of the hazards covered by the insurance required by Section 7 hereof, in an amount sufficient to pay that portion of the total rent hereunder allocable to such structures {determined by reference to the proportion which the initial construction cost of such structures bears to the initial constructioa cost of all structures constituting the Project) for a period of at least the time allowed for the reconstruction of such struc- tures~plus three (3 }months, except that such insurance need be maintained as to the peril of earthquake only if such insurance is available on the open mazket from reputable insurance companies at reasonable cost. S~cr~rox 10. Insurance Proceeds; Forms of Policies. All policies of insurance required by Sections 7 and 9 hereof shall pro- vide that all proceeds thereunder shall be payable to the Trustee pursuant to a lender's loss payable endorsement substantially in accordance with the form approved by the Boazd of Fire Underwriters of the Pacific and the Proof of aecembfr 39;1880, Marker/Associates, San i=rant#sco, (415) x21-8395. F9 CaIlifornia Bankers Association. The 'I~ustee shall collect, adjust and re- ceive all moneys which may become due and payable under any such policies, may compromise any and all claims thereunder and shall apply. the proceeds of such insurance as provided in the indenture. All policies of insurance required by this lease shall be in form satisfactory to the Trustee and shall provide that the Trustee shall be given thirty {30} days' notice of any intended cancellation thereof or reduction of the coverage provided thereby. The Trustee shall not be xesponsible for the sufficiency of any insurance herein required and shall be fully protected in accepting payment on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee. The County Shall pay or cause #o be paid when due the premiums for all insurance policies required by this lease, and shall promptly furnish evidence of such payments to the Corporation and the Trustee. SECTION ll. Breach. (a} If default shall be made by the County in any covenant herein contained, or upon the happening of any of the events specified in sub- section (b} of this section, it shall be lawful for the Corporation to exer- cise any and all remedies available .pursuant to law or granted pursuant to this lease. Each and every covenant hereof to be kept and performed by the County is expressly made a condition and upon the breach thereof the Corporation may exercise any and all rights of entry upon the Demised Premises and the Project, and also, at its option, with ar without such entry, may terminate this lease, provided that na such termination shall be e$ected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. In the event of such default and not- withstanding any entry by the Corporation the County shall, as herein ex- pressly provided, continue to be liable for the payment of rent and/or dam- ages for breach of this lease and the performance of all conditions herein contained and, u~ any,event, such rent and/or damages shall be payable to _~_ .._ .._ .. ... the Corporation at the time and in the manner as herein provide , to wat: (1 } Tn the event the Corporation does not elect to terminate this lease in the manner hereinafter provided for in subparagraph (2) hereof, the County agrees to and shall remain liable for the payment of rent and the performance of all conditions herein contained until such time as the Corporation is able to re-let the Demised Premises and the Project, and upon any such re-letting shall reimburse the Cor- po~ation for any def ciency arising out of the re-letting of the Demised premises and the Project, or, is the event the Corporation is unable Proo! of Decsmbfr 31,198Q, Marker/Associa#es, San Francisco, (415} 421~i15. F10 to re-Iet the Demised Premises and the Project, then far the full amount of the rent to the end of the term of this Tease; and the County ,, further agrees to pay said rent and./or deficiency at the same .time and in the same manner as hereinabove provided for the payment o€ rent hereunder, notwithstanding such entry by the Corporation ar any suit in unlawful detainer, ar otherwise, brought by the Corporation for the purpose of effecting such entry or obtaining possession of the Demised Premises and the Project. The County hereby irrevocably appoints the Corporation as the agent and attorney-in-fact of the County to enter upon and re-let the Demised Premises and the Project in the event of default by the County in the performance of any covenants herein con- tained to be performed by the County. In the event of any default, the County shall, within thirty {30) days, remove all personal prop- erty belonging to it located upon the Demised Premises. After such time, the Corporation shall be authorixed to remove all such personal property and to place such property in storage in any warehouse ar other suitable place in the County of Butte, State of California, for the account of and at the expeaq~se of the County, and the County hereby exempts and agrees, to .the extent permitted by law, to save harmless the Corporation from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and re-letting of the Demised Premises and the Project and the removal and storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. The County hereby waives any and all claims for damages caused or which may be caused by the Corporation in entering and taking possession of the Demised Premises and the Project as herein provided and all claims for dam- ages that may result from the destruction of or injury to the Demised Premises or the Project and all claims for damages to ar lass of any property belonging to the County that may be in or upon the Demised Premises and the Project. The County agrees that the terms of this lease constitute full and sufficient notice of the right of the Corpora- tion to re-rent the Demised Premises and the Pmject in the event of each entry without e$ecting a surrender of this Iease, and further agrees that na acts of the Corporation in e$ecting such re-renting or re-leasing shall constitute a surrender ar termination of this lease irrespective of the team-far which such re-leasing or re-renting is made or the terms and conditions of such re-leasing or re-renting, or other- wise, but that, an the contrary, in the event of such default by the County the right to terminate this lease shall vest in the Corporation Praat of December 39,1980, Marker/Associates, San i:rancisoo, (415) 421.8395. F11 to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (2) hereof. The County further waives the right to that amount of rental obtained by the Corporation in excess of the rental herein specified equal to the expenses incurred by the Corpo- ration for re-leasing the Demised Premises and the Project. {2) In the event of the termination of this lease by the Cor- poration at its option and in the manner hereinafter provided on account of default by the County (and notwithstanding any entry upon the Demised Premises ar the Project by the Corporation in any manner whatsoever or the re-renting or re-leasing of the De- mised Premises or the Project), the County nevertheless agrees to pay to the Corporation all costs, loss ar damage howsoever arising or occurring payable at-the same time and in the same manner as is herein provided in the case of payment of rent hereunder. Any surplus in an amount equal to the expenses incurred by the Corporation far re leasing the Demised Premises and the Project received by the Corporation from such re-renting or re-leasing shall be the absolute property of the Corporation and the County shall have no right thereto, nor shall the County be entitled to any credit in the event of a deficiency in the rentals received by the Corporation far the Demised Premises and/or the Project. Neither notice to pay rent or to deliver up possession of the premises given pursuant to law nor any proceed- ing in unlawful detainer taken by the Corporation shall of itself oper- ate to terminate this lease, and no termination of this lease on account of default by the County shall be or become effective by operation of law, or otherwise, unless and until the Corporation shall have given written notice to the County of the election oa the part of the Corpo- ration to terminate this lease. The County covenants and agrees that no surrender of the Demised Premises and/or the Project or of the remainder of the term hereof or any termination of this lease shall be valid in any manner or for any purpose whatsoever unless stated ar accepted by the Corporation by such written notice. Each and all o€ the remedies given to the Corporation hereunder or by any Taw aaw or hereafter enacted aze cumulative and the exercise of one right or remedy shall not impair the right of the Corporation to any or all other remedies. {b} If (1 } the County's interest in this Tease or any part thereof be assigned or transferred without the written consent of the Corporation, either voluntarily or by operation of law, ar (2) the County or any assignee proot of December 39, 9980; Marker/Associates, San Francisco, {415} 421315. F12 shall file any petition or institute any procxedings under the Bankruptcy Act, either as such Act now exists yr under any amendment thereof which may hereafter be enacted, or under any act yr acts, state or federal, dealing with ar relating to the subject or subjects of bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt, or as an ;insolvent, or as a debtor, ar in any similaz capacity, wherein or whereby the County asks or seeks or prays to be adjudicated a bankrupt, or is to be discharged from any or all of the County's debt or obligations, or offers to the County's creditors to effect a composition or extension of time to pay the County's debts or asks, seeks or prays for a reorganization or to e$ect a plan of reorganization, or for a readjustment of the County's debts, or for any other similar relief, or if any such petition or if any such proceed- ings of the same or similar kind or character be filed ar be instituted ar taken against the County, or if a receiver of the business or of the property or assets of the Gouaty shall be appointed by any court, except a receiver appointed at the instance ar request of the Corporation, or if the County shall make a general or any assignment for the benefit of the County's creditors, or if (3) the County shall abandon or vacate the Project (except pursuant to Section 24 hereof), then the County shall be deemed to be in default hereunder. (c) The Corporation shall in no event be in default in the perform- ance of any of its obligations hereunder unless and until the Corporation shall have failed tv perform such obligations within thirty (3U) days or such additional time as is reasonably required to correct any such default after notice by the County to the Corporation properly specifying wherein the Corporati,an has failed to perform any such obligation. SECrIQN 12. Eminent Domain. (a) If the whole of the Demised Premises and the Project shall be taken under the power of eminent domain, the terms of this lease shaII cease as of the day that possession shall be so taken. If less thaw the whole of the Demised Premises and the Project shall be taken under the power of eminent domain, (1 } this lease shall continue in full force and effect and shall not be terminated by virtue of such taking and the Parties waive the benefit of any law to the contrary, and (2) there shall be a partial abate- ment of rent to be agreed upon by-the County and the Corporation, but in no event shall the rental be less than the amount required for the retirement of the Bonds and the payment of the interest thereon as such Bonds and interest become due. Proof of December 31,1980, Marker/Associates, San Francisco, (415) 4~2'I.8`315. F13 (b) So long as any of the Bonds shall be outstanding, any award made in eminent domain proceedings for taking or damaging the Demised Prem- ises and the Project in whole or in part shall be paid to the Trustee and applied as provided in the Indenture. Any such award made after all of the Bonds have been fully paid and retired shall be paid to the Corporation and the County as their respective interests may appear. SECTION 13. Surrender of Premises. Upon the expiration of this lease, the County shall surrender to the Corporation the Demised Premises, together with the Project and any other improvements thereon (except as provided in Section 24 hereof) , in good order and condition and in a state o€ repair that is consistent with prudent use and conscientious maintenance, except for reasonable wear and teaz, for disposition by the Corporation pursuant to Section 8 of the Site Lease. SECTION 14. Right of Entry. The Corporation and its assignees shall have the right to enter the Demised Premises and the Project during reasonable business hours (and is emergencies at all times) (a) to inspect the same, {b} for any purl+ose connected with the County's rights or obligations under this lease, and (c} for all other lawful purposes. SaGTION 15. Eiens. in the event the County shall at aaty time during the term of this lease cause any changes, alterations, additions, improvements or other work to be done or performed or materials to be supplied in or upon the Demised Premises or the Project, the County shall pay, when due, all sums~of money that may become tine for, or purporting to be for, any labor, services, materials, supplies or equipment furnished or alleged to have been furnished to or for the County in, upon or about the Demised Premises or the Project and which may be secured by nay mechanic's, materiahnan's or other lien against the Demised Premises or the Project or the Carporatiom's interest therein,-and will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien ma- tures or becomes due, except that, if the County desires to contest any .such lien, it may do so. If any such lien shall be reduced to final judgment and such judgment or such process as maybe issued for the enforcement thereof r Proof o[ December 31,1880, Marker/AsscClates, Sort Francisco, (415) 421.8315. F14 is not promptly stayed, ar if so stayed and said stay thereafter expires, the County shall forthwith pay and discharge said judgment. SECTION 16. Quie# Enjoyment. The parties hereto mutually covenant that the County, by keeping and performing the covenants and agreements herein contained, shall at all times during the term of this lease peaceably and quietly, have, hold and enjoy the Demised premises and the Project, without suit, trouble ar hin- drance from the Corporation. S$cTlox 17. Corporation Not Liable. The Corporation and its directors, officers, agents and employees shall not be liable to the County or to any other party whomsoever for any death, injury or damage that may result to any person or property by or from any cause whatsoever in, on ar about the Demised Premises ar the Project. The County shall, to the extent permit#ed by law, indemnify and hold the Cor- poration and its directors, off cers, agents and employees harmless from, and defend each of them against, any and all claims, liens and judgments for death of or injury to any person or damage to property whatsoever occuxring in, on or about the Demised Premises or the Project. SI;cTIOx 18. Assignment. Neither this lease ar any interest of the County hereunder shall be mortgaged, pledged, assigned, sublet or transferred by the County by volun- tary act or by operation of law ar otherwise, except with the prior written consent of the Corporation, which shall not be unreasonably withheld. SECTION 19. Title to Property. Title to the Project and all structuxal additions thereto shall remain in the Corporation during the term of this lease. Title to all personal property placed in or about the Project by the County shall remain in the County. SECTION 20. Abatement of Rental. : The rental shall be abated proportionately, during aay period in which by reason of any damage or destruction : (other than by condemnation which is hereinbefore provided for) there is substantial interference with Proot of Decemt~r 31,1, Marker/Associates, SarE Fret~Cisco, (416) 421-8316. F15 floe use and occupancy of the Demised Premises and the Project by the County, in the proportion which the initial cost of that portion of the ]demised Premises and the Project rendered unusable bears to the initial cost of the whale of the Demised Premises and the Project. Such abatement shall continue for the period commencing with such damage or destruc- tion and ending with the completion by the Corporation of the work of repair or reconstruction. In the event of any such damage or destruction, this lease shall continue in full force and e$ect and the County waives any right to terminate this lease by virtue of any such damage ar destruction. SxCTION 21. Law Governing. This lease shall be governed exclusively by the provisions hereof and by the laws of the State of California as the same from time to time exist. Sac'raON 22. Notices. All notices, statements, demands, consents, approvals, authorizations, , o$ers, designations, requests or other communications hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered personally or if mailed by United States registered or certified mail, return receipt requested, postage prepaid, and, if to the County, addressed to the County at Administration Center, 25 County Center Drive, Oroville, California 95965, or, if to the Corpora- tion, addressed to the Corporation at Administration Center, 25 County Center Drive, Oroville, California 95965, with a copy to the Trustee, or to such other addresses as the respective parties may from time to time desig- nate by notice in writing. SECTION 23. Validity and Severability. If for any reason this lease shall be held by a court of competent juris- diction to be void, voidable, or unenforceable by the Corporation or by the County, or if for any reason it is held by such a court that any of the cove- pants and conditions of the County hereunder, including the covenant to pay rentals hereunder, is unenforceable .for the full term hereof, then and in such event this lease is and shall be deemed to be a lease. from year to year under which the rentals are to be paid by the County annually its con- sideration of the right of the County to possess, occupy and use the Demised Premises dad the Project, and all of the rental and other terms, provisions ~~ . proo! of Dece~n6er 3'1,1980, Marker/Rssociates, San Francisco, (415) 421-83'15. Fl6 and coaditians of this lease, except to the extent that such terms, provisions and conditions aze contrary to ar inconsistent with such holding, shall re- main in full force and effect. S$criox 24. Purpose of Lease; Option to Purchase; Personal Property. 'The County covenants that during the term of this lease, except as hereinafter provided, (a) it will use, or cause the use of, the Demised Prem- ises and the Project for public library purposes and for the purposes for which the Project facilities are customarily used, and (b) it will not vacate or abandon the Project or any part thereof. The County shall have the option to purchase the Corporation's in- terest in nay part of the Project upon payment of an option price equal to the aggregate amount for the entire remaining term of this lease of the part of the total base rental hereunder attributable to such part of the Proj- ect (determined by reference to the proportion which the initial c~nstruc- tion cost of such part of the Project bears to the initial construction cost of the entire Project) . Upon the malting of such payment, { a) each annual installment of base rental thereafter payable under this lease shall be re- duced by the amount thereof attributable to such part of the Project and theretofore paid pursuant to this section, (b} Sections 20 and 24 of this lease shall not thereafter be applicable to such part of the Project, (c} the insurance required by Sections 7 and 9 of this lease need not be maintained as to such part of the Project, and (d) title to such part of the Project shall vest in the County and the term of this lease shall end as to the Demised Premises upon which such part of the Project is located. The County, in i#s discretion, may request the Corporation to sell or exchange nay personal property which may at any time constitute a part of the Project, and to release said personal property from this lease, if {a} in the opinion of the County the property so sold ar exchanged is na longer required or useful in connection with the operation of the Project, (b} the consideration to be received from the property is of a value sub- stantially equal to the value of the property to be released, and (c) if the value of any such property shall, in the opinion of the Corporation, ex- cxed the amount of $25,QU0, the Corporation shall have been furnished a certificate of an independent engineer or other qualified independent pro- fessional consultant (satisfactory to the Corporation) certifying the value thereof and further certifying that such property is no longer required or useful in connection with the operation of the Project. Ia the event of any Proof of December 31,1980, Marker/Associates, San Francisco, (41b) 421-831b. F 1~ such sale, the full amount of the money consideration received for the personal property ro sold and released shall be paid to the Corporation or, if the Indenture so requires, to the Trustee. Any money so paid to the Cor- poration or the 'T`rustee may, sa long as the County is not in default under any of tine provisions of this lease, be used upon the written request of the County to purchase property, which property shall become a part of the Project leased hereunder. To the extent required by the Indenture, the Trus- tee may require such opinions, certificates and other documents as it may deem necessary before permitting any sale or exchange of personal prop- erty subject to this lease or before releasing for the purchase of new per- sonal property money received by it for personal property so sold. The Corporation may make any such sale or exchange as it may deem proper, subject to the terms of the Indenture. 5ECTIUN 25. Waiver. The waiver by the Corporation of any breach by the County of any term, covenant or condition hereof shall not operate as a waiver of any sub- sequent breach of the same or any other term, covenant or condition hereof. SECTION 26. Net Lease. This lease shall be deemed and construed to be a "net lease" and the County hereby agrees that the rentals provided for herein shall be an ab- soIutenet return to the Corporation, free and clear of any expenses, chazges or setoffs whatsoever. SI?cTlorr 27. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of this lease. SECTION 28. Execution. This lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same lease. It is also agreed that sepazate counterparts of this lease may sepazately be executed by the Corporation and the County all with the same force and effect as though tine same counterpart had been executed by both the Corporation and the County. hS ~ ~\ proof of Oecemhar 31,1980, Marker/Associates, San Francisco, (415) 421-8315. • ~ F ~8 Irr WrrNESS WHEREOF, the Carparation and the County have caused this lease to be executed by their respective ot6cers thereunto duly autho- rued, all as of the day and year first above written. BUTTE COUNTY Lmx~RY CORPORATION, S~blessar By President L~l ATTEST: Secretary Eseala ATTEST COUNTY OE BUTTE, e Sublessee sy Chairman of the Board o¢ Supervisors Clerk of the Board of Supervisors Approved as to form: County Counsel Proof of December 3i, i980, Marker/Associates, San Francisco, (4i6) 42i-8316. F19 EXHIBIT A Proof of December 37, 1980, Marker/AssocEa#es, San Francisco, (415) 4213'15. F 20 State of California l ~. County of Butte f On this day of . is the year 1981, bcfare me, , a Notary Public in and #or the State of California, duly commissioned and sworn, personally appeared , kaowa to me to be the President, and known to me to be the Secretary, respectively, of Butte County Library Corporation, the corporation that executed the within instrument, and known t4 me to be the persons who executed the within instrument on behalf of such corporation therein named, and aclmowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors. Irr Wrrrr$ss WaEx~OF, I have hereunto subscribed my name anti affixed my official seal in the County of Butte on the day and year in this certificate first above written. Notary Public in and for the State of Cali far~ia [Notarial Seal] My commission aspires: Proof of Qecamtaer 31,1980, Marker/Associates, San Franaisoa; (415} 421~i15. F 22 St~ta of California ~ ~. County of Butte On this day of . in the year 1981, before me, , a Notary Public is and for the State of California, duly commissioned and sworn; personally appeared. known to me to be the Chairman of the Board of Supervisors, and ,known to me to be the CIerk of the Boazd of Supervisors, respectively, of the County of Butte, the County that executed the within instrument, and known to me to be the pexsons who executed the within instrument on behalf of such County therein named, and acknowledged to me that such County executed the within instrument pursuant to a resolution of the Board of Supervisors of the County of Butte. ix W'rrrt$ss W~xao~, Y have hereunto subscribed my name and affixed my official seal in the County of Butte on the day and year in this certificate first above written. Notary Public in and for the State of California Notarial Seal] My commission expires