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HomeMy WebLinkAbout118-95DANVILLE TOWN COUNCIL RESOLUTION NO. 118-95 APPROVING SUBLEASE OF LAND AND AUTHORIZING THE TOWN MANAGER TO SIGN A SUBLEASE/LEASE AGREEMENT WITH THE MUSEUM OF THE SAN RAMON VALLEY WHEREAS, in 1988, the former Southern Pacific Railroad Depot (hereafter "Depot") was purchased by the Danville Community Development Agency when the Danville Civic Improvement Corporation purchased the land north of it for the current municipal parking lot located at the corner of Railroad and Prospect Avenues; and WHEREAS, Southern Pacific Railroad desires to develop the land on which the Depot is currently located and Southern Pacific Railroad requests that the Town move the Depot from its current site; and WHEREAS, at an April 17, 1989 Town Council meeting, by the passage of Resolution No. 45-89, the Town Council (hereinafter "Council) designated the Museum of the San Ramon Valley (hereinafter "Museum") as the property responsible for the restoration and rehabilitation of the Depot for museum and community use; and WHEREAS, in November, 1994, the Council held a study session to consider relocating the Depot to the southwest comer of Railroad and Prospect Avenues; and WHEREAS, on May 2, 1995, the Council held a study session to review a preliminary draft of a Sublease/Lease Agreement (attached hereto as Exhibit 1) with representatives of the Museum of the San Ramon Valley and, since that time, the Sublease/Lease Agreement has been revised extensively to incorporate comments submitted by the study session participants and the Danville City Attorney; and WHEREAS, the Danville Civic Improvement Corporation, by Resolution No. 1-95, dated July 5, 1995, has approved the Sublease between the Town of Danville and the Museum of the San Ramon Valley as required by the First Amendment and Restated Lease Agreement, dated May 1, 1992, between the Town of Danville and the Danville Civic Improvement Corporation; now, therefore, be it RESOLVED, that the Town Council of the Town of Danville hereby authorizes the Town Manager to execute a Sublease/Lease Agreement in the form as lodged with the City Clerk, together with such changes as may hereafter become necessary provided such changes do not materially increase the obligations of the Town thereunder. APPROVED by the Town Council of the Town of Danville at a Regular Meeting held on Wednesday, July 5, 1995, by the following vote: AYES: Greenberg, Doyle, Ritchey, NOES: None ABSTAINED: None ABSENT: None Shimansky, Waldo MAYOR  PPR~7~ TO~ CITY ATTORNEY ATTEST: ACTING CITY CLERK SUBLEASE/LEASE AGREEMENT THIS AGREEMENT is made this 5th day of July, 1995, by and between the TOWN OF DANVILLE (hereinafter referred to as "Town"), and the MUSEUM OF THE SAN RAMON VALLEY, a California non-profit corporation (hereinafter referred to as "Tenant"). RECITALS Whereas, the Town subleases property from the Danville Civic Improvement Corporation, more particularly described on Exhibit "A" and shown on the plat Exhibit "B" (both of which exhibits are attached hereto and made a part hereof as if set forth in full herein) (hereinafter referred to as the "Property"); and Whereas, the Town desires to sublease the Property to Tenant pursuant to the terms contained in this Lease Agreement; Now, therefore, the parties hereby agree to the following terms and conditions: (1) USE: The property shall be used solely for the purpose of the Railroad Depot Museum (hereinafter referred to as "Structure") and extension display of railroad rolling stock. Limited commercial use of a portion of the structure compatible with the Railroad Depot Museum's purpose is permitted with the Town's approval. If substantial commercial use of the facility is attempted, the sublease will terminate immediately or a "market rate" sublease will be r/egotiated at the option of the Town. (2) TERM: The term of this sublease shall commence upon the earlier of: (1) 30 days from delivery to the Town by Tenant of written notice that Tenant intends to move the Railroad Depot Structure onto the Property, or (2) December 31, 1995, and shall continue until December 31, 2045, unless earlier terminated pursuant to the provisions of this sublease. If the Railroad Depot Structure has not been moved onto the Property, renovated and put into use within three years from the date of this sublease, then this sublease shall terminate automatically. Additionally, should the Structure located on the Property be rendered unusable due to repairable damage to the Structure because of fire, vandalism or other cause, the Tenant will have three years from the date of such incident to repair the Structure to its pre- existing condition. If the structure has been repaired and put into use within a three-year period, the sublease shall continue without interruption. If repairs and re-use of the structure have not been completed within a three-year period the sublease shall terminate at that time. If the entire facility is destroyed due to fire, vandalism or other cause, the sublease terminates immediately, and the property returns to the Town. Subsequent use of the Property by the Tenant could be renegotiated at the option of the Town. (3) Town. RENT: Tenant agrees to pay an annual rent of $1.00 per year directly to the (4) SECURITY DEPOSIT: Tenant shall pay a security deposit of $500.00 directly to the Town 30 days prior to the commencement of the sublease. The purpose of such security deposit is to secure tenant's obligations hereunder including, without limitation, Tenant's obligation to maintain the Property. Upon Tenant's violation of the terms and conditions of this sublease, the Town may apply such deposit to cure such violation. Such use of the deposit shall not operate to estop or otherwise prevent the Town from pursuing and obtaining any other remedy it may have at law or equity on account of Tenant's breach. (5) CONDITION OF PROPERTY: Tenant has inspected the Property and accepts it in its existing condition. (6) MAINTENANCE, REPAIRS OR ALTERATIONS: (a) Tenant shall not make or suffer any alterations or improvements to be made in or on said property without first obtaining the written consent of Town. Any such approved alterations or improvements made by Tenant shall be at its sole cost and expense. Tenant also agrees that any alterations or improvements to be made to the Property or Structure shall comply with Town rules, ordinances and regulations pertaining to any such alterations or improvements such as submittal of plans, drawings and permit applications. Town will not provide any services or materials in connection with such alterations and improvements and Town will have no liability or responsibility to Tenant or any third parties by reason of such alterations or improvements. Before commencing any work relating to such alterations and improvements affecting the property, Tenant shall notify Town in writing of the expected date of commencement. Town shall then have the right at any time to post and maintain on the property such notices as Town reasonably deems necessary to protect the property and Town from mechanics' liens, materialmen's liens or any other liens. Tenant shall pay or cause to be paid the total cost and expense of all works of improvement, as that phrase is defined in the mechanic's lien law in effect when the work begins. No such payment shall be construed as rent. Tenant shall not suffer or permit to be enforced against the property or any part of it any mechanic's materialman's, contractor's or subcontractor's lien arising from any work of improvement. However, 2 Tenant may in good faith, and at Tenant's own expense, contest the validity of any asserted lien, claim or demand, provided Tenant has furnished the bond required by California Civil Code, Section 3143 (or any comparable statute hereafter enacted for providing a bond freeing the Premises from the effect of such a lien claim). Tenant shall defend and indemnify the Town against all liability and loss of any type arising out of work performed on the property by Tenant, together with reasonable attorneys' fees and all costs and expenses incurred by the Town in negotiating, settling, defending or otherwise protecting against such claims. If Tenant does not cause to be recorded the bond described in California Civil Code, Section 3143 or otherwise protect the property under any alternative or successor statute, and a final judgment has been rendered against Tenant by a court of competent jurisdiction for the foreclosure of a mechanic's, materialman's, contractor's or subcontractor's lien claim, and if Tenant fails to stay the execution of the judgment by lawful means or to pay the judgment, the Town shall have the right, but not the duty, to pay or otherwise discharge, stay or prevent the execution of any such judgment or lien or both. Tenant shall reimburse the Town for all sums paid by the Town under this section, together with the Town's reasonable attorneys' fees and costs, plus interest on those sums, fees and costs, at the rate of six percent (6%) per year from the date of payment until the date of reimbursement. c) All improvements constructed on the Property by Tenant as provided in this Sublease shall be owned by Tenant until expiration or termination of the term of this sublease. The parties covenant for themselves and all persons claiming under them that the improvements are real property. Upon the expiration or earlier termination of this sublease, all improvements then on the Property shall, without compensation, become the Town's property free and clear of all claims to or against them by Tenant or any third person. (7) OPERATING AND MAINTENANCE COSTS: Tenant will promptly pay when due any and all operating and maintenance costs for improvements to the property, and Town shall have no obligation or liability whatsoever for such costs or for any other cost or expense arising out of Tenant's use and occupancy of the property. All water, gas, electricity, sewer, garbage or other public utilities or services used upon or furnished to the property during the term of this Sublease shall be promptly paid by Tenant as billed and prior to delinquency. Tenant shall also pay any hook-up or connection fees and the cost of installing utilities within the Property. Any elm trees remaining on the Property at the inception of the sublease will be maintained by the Town. (8) MAINTENANCE, REPAIR AND COMPLIANCE WITH LAWS: Tenant will make all necessary repair to the Property and will keep and maintain the Property in good, clean, neat, orderly and safe condition and repair at all times. Any and all cost or expense incurred by Tenant in performing its obligations under this paragraph shall be the sole obligation of Tenant. Town shall have no liability or responsibility whatsoever for such costs. Tenant shall comply with all the requirements of local, State and Federal law now or hereafter in force pertaining to the Property. (9) SIGNS: Tenant will comply with local sign ordinances. (10) INDEMNIFICATION: Tenant hereby agrees to defend, hold harmless and indemnify the Town, the Town of Danville ("Town") and their respective members, officers, agents and employees of and from any and all claims, loss, damage, injury, actions, causes of action and liability of every kind, nature and description, directly or indirectly, arising from its use of the Property, adjoining and abutting sidewalks and streets, including, but not limited to: (a) bodily injury, death or Property damage suffered or alleged to have been suffered by Tenant or any of its agents, contractors, employees, invitees or others; 0,) any improvement, alterations or repairs arising out of the operations and maintenance. The foregoing agreement to defend, hold harmless, and indemnify shall enure to the benefit of the Town and the Town regardless of responsibility for negligence. (11) TOWN EXEMPTION FROM LIABILITY: Tenant shall be responsible for any and all loss or damage to the Property, for any alterations or improvements made thereon, and for any personal Property situated thereon. This responsibility for loss or damage shall include, but is not limited to, loss or damage caused by water, fire, theft, vandalism and windstorm. (12) INSURANCE: Tenant shall maintain the following types and amounts of insurance coverage in full force and effect during the term of this agreement: (a) Comprehensive general liability insurance in an amount of not less than $2,000,000 (Two Million Dollars) combined single limit for injuries (including death) to one or more persons; and (b) Property damage insurance in the amount of $500,000 (Five Hundred Thousand Dollars) to protect against liability resulting from or incidental to the use of the Structure. Coverage limits shall be reviewed periodically to ensure adequacy considering the effects of inflation. Such policy or policies may be provided through either an appropriate insurance/risk management joint powers authority or commercial insurance carrier with a BEST rating not less than A:VII. Such policy or policies shall name the Town, its elected and appointed officers, officials, employees, agents and contractors as additional insureds thereunder. The endorsement shall be in a form acceptable to the Town and shall be renewed annually by providing the Town within 14 days of the anniversary date of this agreement a copy of the additional insured certificate. Upon demand from Town, Tenant shall promptly furnish a certificate or certificates evidencing such insurance and that the other party has been made an additional insured under such policy or policies. Tenant, at its cost during the term of the sublease, shall maintain on the Structure and all improvements constructed on the Property by Tenant a policy of standard fire and extended coverage insurance with vandalism and malicious mischief endorsements and coverage with respect to such other perils as are commonly insured against for premises similarly situated and containing comparable improvements, to the extent of at least 90 percent (90%) of full replacement cost. The insurance policy shall be issued by a company licensed to do business in California and shall provide that the proceeds shall be held in trust by the recipient to the uses and purposes prescribed by this Sublease. (13) ASSIGNMENT AND SUBLETTING: Tenant shall not assign this tenancy or sublet the Property without the express prior written consent of Town. In the event of breach of this condition, Town shall have full and immediate rights of re-entry and possession. (14) PAYMENT OF ASSESSMENTS: Tenant promises to pay promptly all lawful taxes, excises, licenses, permit fees, charges and assessments of whatever nature applicable and assessed to the operations or improvements Of Tenant on the demised Property. Tenant agrees not to allow or suffer any lien to be imposed upon said demised Property or upon any equipment or personal Property located thereon without promptly discharging the same. Tenant shall pay without abatement, deduction or offset all real and personal Property taxes, general and special assessments and other charges of every description levied on or assessed against the Property, improvements located on the Property, personal Property located on or in the land of improvements, the subleasehold estate, or any leasehold estate, to the full extent of installments falling due during the term, whether belonging to or chargeable against the Town or Tenant. Tenant shall make all such payments directly to the charging authority at least ten (10) days before delinquency and before any fine, interest or penalty shall become due or be imposed by operation of law for their nonpayment. If, however, the law expressly permits the payment of any or all of the above items in installments (whether or not interest accrues on the unpaid balance), Tenant may, at Tenant's election, utilize the permitted installment method, but shall pay each installment with any interest before delinquency. Upon the Town's request, Tenant shall furnish the Town with a duplicate copy of all receipts for the payment of taxes hereunder. If Tenant fails to pay any charge for which it is liable under this section, the Town shall have the right to pay the same and charge the Tenant therefor as additional rent. (15) CONDEMNATION: (a) Definitions The following definitions apply in construing provisions of this sublease relating to a taking of or damage to all or any part of the Property or improvements or any interest in them by eminent domain or inverse condemnation: "Taking": means the/a taking or damaging, including severance damage, by eminent domain or by inverse condemnation or for any public or quasi-public use under any statute. The transfer of title may be either a transfer resulting from the recording of a final order in condemnation or a voluntary transfer or conveyance to the condemning Town or entity under threat of condemnation, in avoidance of an exercise of eminent domain, or while condemnation proceedings are pending. The taking shall be considered to take place as of the later of (I) the date actual physical possession is taken by the condemnor or (ii) the date on which the right to compensation and damages accrues under the law applicable to the premises. (ii) "Total taking" means the taking of the fee title to all the Property and the improvements on the premises, which shall be considered to include any off-site improvements effected by lessee to serve the Property or the improvements on the premises. Co) (iii) "Substantial taking" means the taking of so much of the premises or improvements or both that a reasonable amount of reconstruction would not make the land and improvements a practical improvement and reasonably suited for Tenant's continued occupancy for the uses and purposes for which the Property is subleased. "Partial taking" means any taking of the fee title that is not either a total or a substantial taking. (v) "Improvements" means all products of skill, artifice, plan or design for construction on, modification of or planned use of existing structures, natural or cultivated, or earth contours on the Property. "Notice of intended taking" means any notice or notification on which a reasonably prudent man would rely and which he would interpret as expressing an existing intention of taking as distinguished from a mere preliminary inquiry or proposal. It includes but is not limited to the service of a condemnation summons and complaint on a party to this sublease. The notice is considered to have been received when a part to this sublease receives from the condemning party or entity a notice of intent to take, in writing, containing a description or map of the taking reasonably defining the extent of the taking. (vii) "Award" means compensation paid for the taking whether pursuant to judgment or by agreement or otherwise. The party receiving notice of the kinds specified below shall promptly give the other party notice of the receipt, contents and date of the notice received: (i) Notice of intended taking; Oi) Service of any legal process relating to condemnation of the premises or improvements; (iii) Notice in connection with any proceedings or negotiations with respect to such a condemnation; or (iv) Notice of intent or willingness to make or negotiate a private purchase, sale or transfer in lieu of condemnation. (c) The Town or Tenant and all persons and entities holding under lessee shall each have the right to represent his or its respective interest in each proceeding or negotiation with respect to a taking or intended taking and to make full proof or his or its claims. No agreement, settlement, sale or transfer to or with the condemning authority shall be made without the mutual consent of the Town and Tenant. The Town and Tenant each agree to execute and deliver to the other any instruments that may be required to effectuate or facilitate the provisions of this sublease relating to condemnation. (a) In the event of a total, substantial or partial taking, the rights of the parties with respect to the term, the rent and the award shall be according to the law in effect at the time of the taking. (16) COVENANT: Tenant herein covenants by and for itself, its administrators and assigns, and all persons claiming under or through it, that this sublease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the Property herein subleased, nor shall the tenant itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, occupancy, or employment of tenants, lessees, sublessees, subtenants, vendees, or employees in the Property herein subleased. Tenant shall include the foregoing provision in any assignment or sublease of the demised Property permitted hereunder. (17) DEFAULT AND REMEDIES: (a) Each of the following events shall be a default by Tenant and a breach of this Sublease: (i) Abandonment or surrender of the Premises. (ii) Failure or refusal to pay any installment of rent or any other sum required by this Sublease to be paid by Tenant within ten (10) days after written notice of such failure. 0,) (c) (iii) Failure or refusal to perform as required by any other covenant or condition of this sublease thirty (30) days after written notice is given; provided, however, if the default cannot reasonably be cured within thirty 00) days, Tenant shall not be in default of this sublease if Tenant commences to cure the default within the thirty- (30) day period and diligently and in good faith continues to cure the default. 0v) The subjection of any right or interest of Tenant to attachment, execution or other levy, or to seizure under legal process, if not released within thirty (30) days thereafter. (v) The appointment of a receiver to take possession of the Property or improvements or of Tenant's interest in the subleasehold estate or of Tenant's operation on the Property for any reason, including, but not limited to, assignment for benefit of creditors or voluntary or involuntary bankruptcy proceedings. ® An assignment by Tenant for the benefit of creditors or the filing of a voluntary petition by or against Tenant under any law for the purpose of adjudicating a Tenant bankruptcy; or for extending time for payment, adjustment or satisfaction of Tenant's liabilities; or for reorganization, dissolution or arrangement on account of or to prevent bankruptcy or insolvency; unless the assignment or proceeding, and all consequent orders, adjudications, custodies and supervisions are dismissed, vacated or otherwise permanently stayed or terminated within sixty (60) days after the assignment, filing or other initial event. As a precondition to pursuing any remedy for an alleged default by Tenant, the Town shall, before pursuing any remedy, give written notice of default to Tenant. Each notice of default shall specify in detail the alleged event of default and the intended remedy. If any default by Tenant shall continue uncured, following notice of default as required by the Sublease, for the period applicable to the default under the applicable provision of this sublease, the Town has the following remedies in addition to all other rights and remedies provided by law or equity, to which the Town may resort cumulatively or, in the alternative: (1) (3) (4) The Town may, at the Town's election, terminate this sublease by giving Tenant notice of termination. On the giving of the notice and such process as may be required by law, all Tenant's rights in the Property and in all of the improvements shall terminate. Promptly after notice of termination, Tenant shall surrender the Property and all improvements thereon, and the Town may re-enter and take possession of the Property and all remaining improvements. Termination under this section will not relieve Tenant from the payment of any sum then due to Landlord or from any claim for damages previously accrued or then accruing against Tenant. The Town may, at the Town's election, re-enter the Property and, without terminating this sublease, at any time and from time to time relet the Premises and improvements or any part or parts of them for the account and in the name of Tenant or otherwise. The Town may, at the Town's election, eject all persons or eject some and not others or eject none. Any reletting may be for the remainder of the term or for a longer or shorter period. The Town may execute any subleases made under this provision either in the Town's name or in Tenant's name and shall be entitled to all rents from the use, operation or occupancy of the Property or improvements or both. Tenant shall nevertheless pay to the Town on the due date specified in this sublease the equivalent of all sums required of Tenant under this sublease, plus the Town's expenses, less the avails of any re-letting or attornment. No act by or on behalf of the Town under this provision shall constitute a termination of this sublease unless the Town gives Tenant notice of termination. The Town may, at the Town's election, use Tenant's personal Property and trade fixtures or any such Property and fixtures without compensation and without liability for use or damage, or store them for the account and at the cost of Tenant. The election of one remedy or any one item shall not foreclose an election of any other remedy or any other item for the same item at a later time. Tenant assigns to the Town all subrents and other rents falling due from subtenants, licensees and concessionaires (herein called subtenants) during any period in which the Town has the right under this sublease, whether exercised or not, to re-enter the 10 Property for Tenant's default, and Tenant shall not have any right to such sums during that period. This assignment is subject and subordinate to any and all assignments of the same subrents and other sums made, before the default in question, to a mortgagee under any mortgage permitted by provisions of this sublease. The Town may, at the Town's election, re-enter the Property and improvements without terminating this sublease, and either or both collect the sums or bring an action for the recovery of the sums directly from such obligors. The Town shall receive and collect all subrents and avails from reletting, applying them: first, to the payment of reasonable expenses (including attorneys' fees or brokers' commissions or both) paid or incurred by or on behalf of the Town in recovering possession, placing the Property and improvements in good condition, and preparing or altering the Property or improvements for reletting; second, to the reasonable expenses of securing new tenants; third, to the fulfillment of Tenant's covenants to the end of the term; and, fourth, to the Town's uses and purposes. Tenant nevertheless shall pay the Town on the due date specified in this sublease the equivalent of all sums required of Tenant under this sublease, plus the Town's expenses, less the avails of the sums defined and actually collected under this provision. The Town may proceed to collect either the assigned sums or Tenant's balances or both, or any installment or installments of them, either before or after expiration of the term, but the period of limitations shall not begin to run on Tenant's payments until the due date of the final installment to which the Town is entitled nor shall it begin to run on the payments of the assigned sums until the due date of the final installment due from the respective obligors. (5) The Town may, at the Town's election, cure the default at Tenant's cost. If the Town at any time, by reason of Tenant's default, pays any sum or does any act that requires the payment of any sum, the sum paid by the Town shall be due immediately from Tenant to the Town at the time the sum is paid, and if paid at a later date, shall bear interest at the rate of ten percent (10%) per annum from the date the sum is paid by the Town until the Town is reimbursed by Tenant. The sum, together with interest on it, shall be additional rent. 11 (6) (7) (8) Any prevention, delay, nonperformance or stoppage due to any of the following causes shall excuse nonperformance for a period equal to any such prevention, delay, nonperformance or stoppage, except the obligations imposed by this sublease for the payment of rent, taxes, insurance or obligations to pay money that are treated as rent. The causes referred to above are strikes, lockouts, labor disputes, failure of power, irresistible superhuman cause, acts of public enemies of this State or of the United States, riots, insurrections, civil commotion, inability to obtain labor or materials or reasonable substitutes for either, casuakies not contemplated by insurance provisions of this sublease, or other causes beyond the reasonable control of the party obligated to perform. No waiver of any default shall constitute a waiver of any other breach or default, whether of the same or any other covenant or condition. No waiver, benefit, privilege or service voluntarily given or performed by either party shall give the other any contractual right by custom, estoppel or otherwise. The subsequent acceptance of rent pursuant to this sublease shall not constitute a waiver of any preceding default by Tenant other than default in the payment of the particular rent payment so accepted, regardless of the Town's knowledge of the preceding breach at the time of accepting the rent, nor shall acceptance of rent or any other payment after termination constitute a reinstatement, extension or renewal of the sublease or revocation of any notice or other act by the Town. If either party becomes a party to any litigation concerning this sublease, the Property, or the buildings or other improvements located on the Property, by reason of any act or omission of the other party or its authorized representatives, and not by an act or omission of the party that becomes a party to that litigation or any act or omission of its authorized representatives, the party that causes the other party to become involved in the litigation shall be liable to that party for reasonable attorneys' fees and court costs incurred by it in the litigation. If either party commences an action against the other party arising out of or in connection with this sublease, the prevailing party shall be entitled to have and recover from the losing party reasonable attorneys' fees and costs of suit. 12 (18) CONVERSION OF SUBLEASE: In the event Town takes title to the Property during the term of this Sublease Agreement, this sublease shall automatically convert to a lease under the same terms and conditions still applicable to the sublease. (19) SURRENDER OF PROPERTY: Tenant agrees to vacate said Property on termination of this sublease or sublease term in the event Town takes title to the Property during the term of this sublease term or upon earlier termination pursuant to conditions specified in this Agreement. Upon surrendering and vacating the Property, Tenant shall remove any and all personal Property located within the Structure. Upon Tenant's vacation of the Property, the Structure and all improvements made thereto become the Property of the Town. Town shall have the right, without notice or liability, to dispose of in any manner it deems fit, any Property left upon the Property after the Tenant has vacated the same. (20) NOTICES: Any notice which either party is required to give, may be given by mailing the same, postage prepaid, to Tenant at: MUSEUM OF THE SAN RAMON VALLEY ATTENTION: PRESIDENT P.O. BOX 39 DANVILLE, CA 94526 or to Town at the following address: TOWN OF DANVILLE ATTN: TOWN MANAGER 510 LA GONDA WAY DANVILLE, CALIFORNIA 94526 (21) MEMORANDUM OF SUBLEASE: This sublease shall not be recorded; only a memorandum of this Sublease shall be recorded. The parties shall execute a memorandum of sublease in form and substance satisfactory to give constructive notice of the sublease to subsequent purchasers. (22) TIME: Time is of the essence of this Agreement. 13 (23) ENTIRE AGREEMENT: The foregoing constitutes the entire Agreement between the parties and may be modified only by a written document signed by both parties. DATED: BARBARA HUBINGER, PRESIDENT, MUSEUM OF THE SAN RAMON VALLEY DATED: JOSEPH A. CALABRIGO, TOWN MANAGER, TOWN OF DANVILLE 14 Depot Lease Description: IN THE TOWN OF DANVILLE, COUNTY OF CONTRA COSTA COUNTY, STATE OF CALIFORNIAN, COMMENCING AT THE MOST EASTERLY CORNER OF PARCEL B AS DESCRIBED IN THAT FINAL ORDER OF CONDEMNATION FILED IN BOOK 14885, PAGES 133 THROUGH 140 OF OFFICAL RECORDS ON FILE IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE NORTHEASTERLY LINE OF SAID PARCEL B (ALSO BEING THE SOUTHWESTERLY RIGHT-OF-WAY OF RAILROAD AVENUE), NORTH 51'0 45' 33" WEST, 92.50 FEET; THENCE PERPENDICULAR TO SAD NORTHEASTERLY LINE, SOUTH 380 14' 27" WEST, 24.00 FEET TO THE POINT OF BEGINNING. THENCE CONTINUEING SOUTH 38° 14' 27" WEST, 80.00 FEET; THENCE NORTH 51° 45' 33" WEST, 141.52 FEET TO A NON-TANGENT CURVE, CONCAVE EASTERLY, HAVEING A RADIUS OF 160.00 FEET, AT WHICH A RADIAL THEREOF BEARS NORTH 55° 08' 04"; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 80 08' 04", A DISTANCE OF 22.72 FEET; THENCE NORTH 42° 00' 00" EAST, 38.70 FEET TO A TANGENT CURVE, CONCAVE SOUTHERLY HAVING A RADIUS OF 20.00 FEET; THENCE EASTERLY ALONG SAD CURVE THROUGH AN ANGLE OF 86° 14' 27", A DISTANCE OF 30.11 FEET; THENCE SOUTH 51° 45' 33" EAST, 118.75 FEET TO THE POINT OF BEGINNING. CONTAINING 11,127.36 SQUARE FEET (0.2554 ACRES) EXHIBIT A ' ,,91,8£,£1s 7 % ~ -.---_.__ '~~~i ~' 3 ~~~'"'"...~.~_ ~ ~ .... o,g~..-~" '~ = "'~' , I oANITARy - .~--~o '" - & /~ ~ ~ ''' ~ ~ ; ~ I iI ~ ~ ~ ~ ~ ~ ~ ~X~ ~ ~ ~ S ~ ~ ~ ~ ~ ~' ;~ ~~ ~ . ~ ~'~ ~ ~ ~ &/~."- ' ,',,.3,'",~/rl {JW ?~f'.~,. ' *~,.~,L ~ I ''""~;/,_'"~'-.--..~ o~ -- IU''~' ,~ ~l ~t .... ,~ l~J~ D~.~r,, ' t ! '/ '~ ..~..,,,,~ ,0 I ~- V,~I ~£ ""-..._. ~, I ,00~. _ ,,,,.~6-' q _~=.~ ~ 9~ ~z=? .~,oo, OOo~N -J _--. ,,£g,8~°~,, [,00'091.~' c ~ ~_Nk I I I /~--- "'"" ~ 'x ,\ r'- r,, ::0 Ii ' I °1 I ~/ I / II ,! / I .I / ,~'"'"" / / / ~.~ / ~-,, -/.. r-- .G -:~ --( iD r" -- m'1 'o :> I'q I-- u~ .% ° C3 m r- 0 EXHIBIT B · -i ~) m ):' ~ ~7)>.N mm~ ;0 u) u) f- ? -5 o