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HomeMy WebLinkAboutReso 117-1996RESOLUTION NO. 117-96 CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO STATE OF CALIFORNIA A RESOLUTION APPROVING A GROUND LEASE BETWEEN THE CITY AND ROBERT AND KATHLEEN GIORGI FOR PROPERTY ON BADEN AVENUE IDENTIFIED AS APN NO. 012-335-600. RECITALS WHEREAS, Robert and Kathleen Giorgi are the record owners of property located on Baden Avenue and identified as APN No. 012- 335-600; WHEREAS, pursuant to the Owner Participation Agreement between the city, the Redevelopment Agency and Robert and Kathleen Giorgi, Giorgi will construct a temporary parking facility on parcel 012-335-600; WHEREAS, the City desires to enter a ground lease for said parking facility; WHEREAS, Robert and Kathleen Giorgi desire to lease said parking facility to the City: NOW THEREFORE, the City Council of South San Francisco does hereby resolve as follows: 1. The City Council hereby approves the Ground Lease between the City and Robert and Kathleen Giorgi related to APN No. 012-335-600 attached hereto as Exhibit A. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a reqular meeting held on the 24th day of July , 1996 by the following vote: AYES: Councilmembers Joseph A. Fernekes, Eugene R. Mullin Robert Yee and Mayor Jack Draqo NOES: None ABSTAIN: N0ne ABSENT: Councilmember John R. Penna ATTEST: /~~ ~ Clerk~~~'city A:\GIOLSRES.531 EXHIBIT A TO RESOLUTION NO. 117-96 GROUND LEASE This Ground Lease is made on July 24,. 1996 between Robert and Kathleen Giorgi, (hereinafter referred to as "Landlord"), and the CITY OF SOUTH SAN FRANCISCO, a municipal corporation of the State of California, (hereinafter referred to as "Tenant"). Landlord and Tenant are sometimes collectively referred to as the "parties" and singularly, a "party." WHEREAS, Landlord is the owner of the property described in Section 1.1 below; and WHEREAS, Tenant desires to lease the property described in Section 1.1 below for one dollar per year for a minimum of five years; WHEREAS, Tenant desires to lease said property for the purpose of public parking; and WHEREAS, Landlord desires to have Tenant construct temporary parking improvements on said property in exchange for a rental amount of one dollar per year; and WHEREAS, the parties desire to enter into this ground lease (hereinafter referred to as the "Lease") upon the terms and conditions set forth below. NOW THEREFORE, in consideration of the promises, covenants and agreements of both parties as set forth below, the parties agree as follows: 1. LEASED PREMISES 1.1 Description of Leased Premises. By this Lease, Landlord does hereby lease to Tenant, and Tenant does hereby take and hire from Landlord, that certain real property commonly known as APN No. 012-335-600 and all appurtenances thereto, situated in Giorgi/City Ground Lease 7/13/96 Page I of 16 the City of South San Francisco, State of California, as more particularly described in Rxh~bit A, attached hereto and incorporated herein by this reference (the "Premises"). 2. TERM 2.1 Initial Term. The term of this Lease shall be five (5) years, commencing August 1, 1996 (hereinafter referred to as the "Lease Commencement Date"), and ending on July 31, 2001 unless extended or terminated earlier as provided for in this Lease. 2.2 Option to Rxtend. Tenant may extend the initial term of this Lease annually in one year increments provided that Landlord has not, at least thirty days prior to termination of the Initial Term or any extension granted hereunder, provided written notice of Landlord's desire to have Tenant vacate the Premises at the end of then applicable lease term. Any extension shall provided herein shall be on the same terms as set forth in this Ground Lease. 3. RENT 3.1 Rent. Tenant shall pay to Landlord rent in the amount of one dollar ($1) (hereinafter referred to as "Rent") per year. Tenant shall pay Rent in advance in an annual payment payable on the first day of the month for each lease year. The first payment is due on July 1, 1996. The Rent and any other sums payable by Tenant hereunder shall be paid by Tenant without notice, demand or offset to the City of South San Francisco, or at such other place or places as may from time to time be designated by Landlord. Failure to pay rent shall be deemed a default of the Lease. Giorgi/City Ground Lease 7/13/96 Page 2 of 16 3.2 Taxes and Assessments. 3.2.1 Obligation to Pay. To the extent required by law, Tenant is fully responsible for and agrees to pay, all personal property taxes (including any tax levied on a possessory interest, as defined in California Revenue and Taxation Code Section 107 or successor statute, if applicable) levied on or assessed by any governmental agency (except Landlord) against Tenant's interest in personal property located on or in the land or improvements. Tenant may pursue any exemptions from personal property taxes as allowed by law. 4. USES, PURPOSES 4.1 Use of Premises. Tenant shall use and permit the use of the Premises only for the maintenance, and operation of a public parking lot. 4.1.1 Soil Conditions. Landlord makes no covenants or warranties respecting the condition of the soil, or sub-soil, or any other condition of the Premises. Tenant shall have the right to conduct any tests, at Tenant's sole cost and expense, it deems to be necessary to determine the condition of the soil, prior to the Lease Commencement Date. A copy of such soils report, if any, shall be provided to Landlord prior to the Lease Commencement Date. 4.2 Operation of Facility. 4.2.1 Use. Tenant shall use and operate the Premises, in a safe, clean, and sanitary manner. Tenant shall obtain all necessary governmental entitlements to operate the Premises, and shall abide by any conditions of use imposed by any governmental agency with jurisdiction. During the term of this Lease, Tenant shall comply with all applicable federal, state and local statutes, codes, ordinances, regulations. 4.2.2 Utilities. Tenant shall fully and promptly pay for all water, sewer gas, heat, light, power, telephone service, cable television service, trash and recycling service and other public utilities of every kind furnished to the Premises Giorgi/City Ground Lease 7/13/96 Page 3 of 16 throughout the term of the Lease, and all other costs and expenses of every kind whatsoever of or in connection with the use, operation, and maintenance of the Premises and all activities conducted on such Premises. 4.3 Reservations to Landlord. 4.3.1 l.and]ord's Right to Grant ~asements. Landlord reserves the right to grant franchises, easements, rights-of-way and permits in, over, and upon, along or across any and all portions of said Premises as Landlord may elect, provided said franchises, easements, rights-of-way and permits do not materially interfere with Tenant's operations. 4.3.2 Other Rights. Ail oil, gas, geothermal and mineral rights are expressly reserved from this Lease. 4.3.3 Landlord's Customers Use of Premises. Landlord's customers may park on the Premises on Saturdays and Sundays without charge. 4.4 Protection Against Cost or Claim. Tenant shall not suffer or permit to be enforced against the Premises, or any part of it, any mechanic's, materialman's, contractor's or subcontractor's lien, arising from any work of improvement, however it may arise. However, Tenant may, in good faith, and at Tenant's own expense, contest the validity of any such asserted lien, claim, or demand, provided Tenant has furnished, within ten (10) days of recordation of such a lien, the bond required in 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 Landlord against all liability and loss of any type, arising out of work performed on the Premises by Tenant, together with attorneys' fees and all costs and expenses incurred by Landlord in negotiating, settling, defending, or otherwise protecting against such claims. Landlord shall defend and indemnify Tenant against all liability and loss of any type, arising out of Landlord's, its agents, employees, officials, contractor's and sub-contractor's maintenance or operation of the Premises during time while this lease is effective. Said defense and Giorgi/City Ground Lease 7/13/96 Page 4 of 16 indemnification by Landlord shall include payment of attorneys' fees and all costs and expenses incurred by Tenant in negotiating, settling, defending, or otherwise protecting against such claims. 5. MAINTENANCE 5.1 Tenant's Duty to Maintain Premises. 5.1.1 Tenant's Duty to Com~]y w~th l.aws. Throughout the term, Tenant shall, at Tenant's sole cost and expense, maintain the Premises in good condition and repair, and in accordance with all applicable laws, rules, ordinances, orders and regulations of any federal, state, county, municipal and other governmental agencies and bodies having or claiming jurisdiction and all their respective departments, bureaus and officials. 5.1.2 Waste Disposal. Tenant shall dispose of all sewage and waste in accordance with all applicable regulations and laws of those governmental agencies have jurisdiction or authority there over. Tenant shall insure that all solid waste materials are placed in appropriate covered containers designed for use with the type of waste involved, which shall remain covered, and that said containers are maintained within enclosures located on said Premises and designated to keep said trash containers out of the flow of traffic and obscured from view. 5.1.3 Hazardous Materials. (a) With the exception of materials normally associated with operation of a parking lot, Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined) to be brought upon, kept or used in or about the Premises by Tenant, its agents, employees, contractors or invitees. (b) If Tenant breaches the obligations stated in subparagraph (a) of this Section 5.1.3 then Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, judgments, damages, penalties, fines, costs, Giorgi/City Ground Lease 7/13/96 Page 5 of 16 liabilities and losses (including, without limitation, diminution in value of the Premises, and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the term of this Lease as a result of such breach, contamination, discharge, or release. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision because of Hazardous Materials present in, on or under the Premises or adjacent property caused by or a result of Tenant's activities. This indemnification does not pertain to hazardous materials on the Premises as a result of occupation of the property prior to commencement of this lease. Upon the termination of this Lease, Tenant shall surrender the Premises to Landlord in the condition existing prior to Tenant's occupancy of the Premises. This indemnification shall survive the termination or expiration of this Lease. (d) For the purpose of this Section 5.1.3, the term "Hazardous Materials" includes, without limitation, any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, hazardous or toxic substances, or related materials defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. §9601 ~ seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. §1801 et seq.), the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. §6901 ~ seq.), Section 25117 of the California Health & Safety Code, Section 25316 of the California Health & Safety Code, and in the regulations adopted and publications promulgated pursuant to them, or any other federal, state, or local environmental laws, ordinances, rules, or regulations concerning the environment, industrial hygiene or public health or safety now in effect or enacted after this date. 5.1.4 Landlord's Right to Inspections. Landlord shall have the right to enter upon the Premises upon twenty-four (24) hours notice to Tenant throughout the Lease term for the Giorgi/City Ground Lease 7/13/96 Page 6 of 16 purpose of inspecting the same and posting any notices required or permitted under California law. 6. OWNERSHIP OF IMPROVEMENTS 6.1 Tenant's Right to In%provements During Term. Tenant shall not remove any improvements from the Premises nor waste, destroy or modify any improvements on the Premises, except as permitted by this Lease. 6.2 T,and]ord's Right to Inlprovements Upon Termination of Lease. All improvements on the Premises at the expiration of the term or sooner termination of this Lease shall, without compensation to Tenant, then become Landlord's property free and clear of all claims to or against them by Tenant or any third person, and Tenant shall defend and indemnify Landlord against all liability and loss arising from such claims or from Landlord's exercise of the rights conferred by this Section. 6.3 Tenant's Duty to Remove F~xtures. At the expiration or sooner termination of the term, Tenant shall have no duty nor obligation to remove fixtures or Improvements. 7. FINANCING, ASSIGNMENT, SUBLETTING 7.1 Encumbrance of Leasehold. Tenant shall have no right to encumber the leasehold hereunder. 7.2 Assignment. Tenant shall not assign or transfer, whether voluntarily, involuntarily, or by operation of law, its interest in this Lease or any part thereof except as provided herein. 8. INSURANCE; INDEMNIFICATION 8.1 Duty to Maintain Insurance. Tenant shall obtain insurance as set forth in Rxhibit C. The required documentation of insurance shall be furnished to Landlord prior to August 1, 1996. Giorgi/City Ground Lease 7/13/96 Page 7 of 16 8.2 Policy Ob]igatlons. Tenant's indemnity and other obligations shall not be limited by the foregoing insurance requirements. 8.3 Certificates of Insurance. Tenant shall furnish Landlord with certificates of insurance or statements of self- insurance as deemed appropriate by the City. 8.4 Failure to-Maintain Insurance. Proof of Compliance. Tenant shall deliver to Landlord, in the manner required for notices, copies or certificates of all insurance policies required by this Lease, together with evidence satisfactory to Landlord of payment required for procurement and maintenance of the policy, within the following time limits: 8.4.1 Execution of Lease. For insurance required at the commencement of this Lease, upon execution of the Lease. 8.4.2 Renewals and Replacements. .For any renewal or replacement of a policy already in existence, at least thirty (30) days before expiration or other termination of the existing policy certificates and endorsements received. 8.4.3 Failure to Procure and Maintain Insurance. If Tenant fails or refuses to procure or maintain insurance as required by this Lease, or fails or refuses to furnish Landlord with required proof that the insurance has been procured and is in force and paid for, Tenant shall be deemed in default of this Lease as provided herein. Landlord may immediately bar Tenant from further occupancy and use of the Premises if Tenant fails to procure or maintain the insurance required by this Lease. 8.5. Indemnity. Tenant will indemnify, hold harmless and defend Landlord, its officers, employees, agents and volunteers, from and against any and all actions, claims, damages, disabilities or expenses including, without limitation, attorneys' fees, witness costs and court costs that may be asserted by any person or entity, including Tenant, arising out of or in connection with any of the following circumstances: Giorgi/City Ground Lease 7/13/96 Page 8 of 16 8.5.1 Use of Premises. Use of the Premises in any manner by Tenant, its agents, employees, invitees, licensees and contractors, including any use of the Premises not allowed under this Lease. 8.5.2 Breach by Tenant. Any breach by Tenant of the terms, covenants or conditions herein contained. 8.5.3 Construction. Maintenance and Operation. construction, maintenance or operation of the Premises or improvements. The 8.5.4 Other Activities. Any other activities of Tenant, its agents, employees, invitees, licensees and contractors but excluding liability due to Landlord's use of the facility, and the sole active negligence or sole willful misconduct of Landlord, for which Landlord shall indemnify Tenant. In the event of concurrent negligence of Tenant and Landlord, each shall provide indemnification for their respective proportional share of fault. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable by or for Tenant or its agents under workers' compensation acts, disability benefit acts or other employee benefit acts. 9. DEFAULT, REMEDIES 9.1 Tenant's Default. Each of the events described in Sections 9.1.1 through 9.1.5 shall be a default by Tenant and a breach of this Lease. 9.1.1 Failure to Perform Covenants. Abandonment or surrender of the Premises or of the leasehold estate or failure to perform as required or conditioned by any other covenant or condition of this Lease, including, but not limited to failure to pay rent when due. 9.1.2 Attachment or Other Levy. 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 Giorgi/City Ground Lease 7/13/96 Page 9 of 16 fifteen (15) days, unless Tenant is contesting such attachment, execution or other levy in a manner acceptable to Landlord in its reasonable discretion. 9.1.3 Appointment of Receiver. The appointment of a receiver to take possession of the Premises or of Tenant's interest in the leasehold estate or of Tenant's operations on the Premises for any reason, including but not limited to, assignment for benefit of creditors or voluntary or involuntary bankruptcy proceedings. 9.1.4 Insolvency and Bankruptcy. An assignment by Tenant for the benefit of creditors or the filing of a voluntary or involuntary petition by or against Tenant under any law for the purpose of adjudicating Tenant a bankrupt; 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 thirty (30) days after the assignment, filing, or other initial event. 9.2 Notice and Right to Cure. As a precondition to pursuing any remedy for an alleged default by Tenant, Landlord shall, before pursuing any remedy, give notice of default to Tenant stating that the notice was for the purpose of notice under this provision. Each notice of default shall specify in detail the alleged event of default and the intended remedy. 9.3 Tenant's Right to Cure Default: Notice of Default. If the default is for non-payment of taxes or other sums to be paid by Tenant hereunder, Tenant shall have thirty (30) days after written notice is given Tenant to cure the default. For the cure of any other default, Tenant shall have thirty (30) days after written notice of default is given as provided herein to commence curing the default and ninety (90) days to complete curing of such default, and such time may be extended by option of Landlord. Giorgi/City Ground Lease 7/13/96 Page 10 of 16 9.4 l.andlord's Remedies. If any default by Tenant shall continue uncured following notice of default as required by this Lease, for the period applicable to the default under the applicable provisions of this Lease, Landlord shall have the remedies set forth in Sections 9.4.1 through 9.4.3 in addition to all other rights and remedies provided by law or equity to which Landlord may resort cumulatively or in the alternative. 9.4.1 Termination. Landlord may, at Landlord's election, terminate this Lease by giving Tenant notice of termination. On the giving of the notice, all Tenant's rights in the Premises and in all improvements shall terminate. Promptly after notice of termination, Tenant shall surrender and vacate the Premises and all improvements in broom-clean condition and Landlord may re-enter and take possession of the Premises and all remaining improvements and eject all parties in possession or eject some and not others or eject none. Termination under this Section 9.4.1 shall 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. 9.4.2 Re-entry Without Termination. Landlord may, at Landlord's election, re-enter the Premises and, without terminating this Lease, 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. Landlord may, at Landlord's election eject all persons or eject some and not others or eject none. 9.4.3 Tenant's Personal Property. Landlord may, at Landlord's election, use Tenant's personal property and trade fixtures or any of such property and fixtures without compensation and without liability for use and damage, or store them for the account of and at the cost of Tenant. The election of one remedy for any one item shall not foreclose an election of any other remedy for another item or for the same item at a later time. 9.5 Notice of Landlord's Default. Landlord shall not be considered to be in default under this Lease unless: (a) Tenant has given notice specifying the default; and (b) Landlord has Giorgi/City Ground Lease 7/13/96 Page 11 ofl6 failed for sixty (60) days to cure the default, if it is curable and institute and diligently pursue reasonable corrective or ameliorative acts for non-curable defaults. 9.6 Provisions A~plicable to Both Parties. 9.6.1 Unavo{dable Default or Delay. Any prevention, delay, non-performance or stoppage due to any of the following causes shall excuse non-performance for a period equal to any such prevention, delay, non-performance or stoppage, except the obligations imposed by this Lease for the payment of rent, taxes, insurance or obligations to pay money that is treated as rent. The causes referred to above are strikes, lock-outs, labor disputes, 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 therefore, governmental restrictions or regulations or controls (expect those reasonably foreseeable in connection with the uses contemplated by this Lease).~ 9.6.2 Waiver. Voluntary Acts. 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 Lease shall not constitute a waiver of a preceding default by Tenant other than default in the payment of the partiqular rental payment so accepted, regardless of Landlord's knowledge of the preceding breach at the time of accepting the rent, nor shall the acceptance of rent or any other payment after termination constitute a reinstatement, extension or renewal of the Lease or revocation of any notice or other act by Landlord. 10. EXPIRATION AND TERMINATION 10.1 Tenant's Duty to Surrender. At the expiration or earlier termination of the term, Tenant shall surrender to Landlord the possession of the Premises. Surrender or removal of improvements shall be as directed in provisions of this Lease on Giorgi/City Ground Lease 7/13/96 Page 12 of 16 ownership of improvements at termination. Tenant shall leave the surrendered Premises and any other property in good condition except as provided to the contrary in provisions of this Lease on maintenance and repair of improvements. All property that Tenant is required to surrender shall become Landlord's property at termination of the Lease. All property that Tenant is not required to surrender but that Tenant does abandon shall, at Landlord's election, become Landlord's property at termination. If Tenant fails to surrender the Premises at the expiration or sooner termination of this Lease, Tenant shall defend and indemnify Landlord from all liability and expense resulting from the delay or failure to surrender, including, without limitation, claims made by any succeeding Tenant found on or resulting from Tenant's failure to surrender. 10.2 Holding Over. This Lease shall terminate without further notice at the expiration of the term. Any holding-over by Tenant after expiration shall be a month to month tenancy and shall not constitute a renewal or extension or give Tenant any rights in.or to the Premises except as expressly provided in this Lease. Notwithstanding the foregoing, no termination of this Lease shall release Tenant from any liability or obligation hereunder, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination, or date of surrender if it be later. 10.3 Early Termination Based on Landlord's Construction of Retail Use on Premises. On or after August 1, 1999, Landlord may terminate this Lease on sixty (60) days notice, provided that Landlord has obtained building permits for construction of a retail facility on the Premises. 11. GENERAL CONDITIONS, MISCELLANEOUS PROVISIONS 11.1 Notices. 11.1.1 Definition of Notice: Application of Provision. As used in this Lease, the term "notice" includes, without limitation, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver and Giorgi/City Ground Lease 7/13/96 Page 13 of 16 appointment. Unless the provisions of this Lease on rent direct otherwise, the rent shall be sent in the manner provided for giving notice. 11.1.2 Writing. Ail notices shall be in writing, provided that no writing other than the check or instrument representing the rent payment itself need accompany the payment of rent. 11.1.3 Delivery. Notice is considered given either: (a) when delivered in person to the recipient named as below; or (b) five (5) days after deposit in the United States mail in a sealed envelope or container, by registered or certified mail, return receipt requested, postage and postal charges prepaid, addressed by name and address to the party or person intended as follows: If to Landlord:Robert Giorgi 212 Baden Avenue South San Francisco, CA 94080 If to Tenant: City Manager City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 11.1.4 Change of Recipient or Address. Either party may, by notice given at any time or from time to time require subsequent notices to be given to another individual person, whether a party or an officer or representative, or to a different address or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 11.1.5 Recipient Named. Each recipient named must be an individual person. If more than one recipient is named, delivery of notice to any one such recipient is sufficient. If none of the recipients named in the latest designation of recipient is available for delivery in person, and if the notice Giorgi/City Ground Lease 7/13/96 Page 14 of 16 addressed by mail to each recipient named in the latest designation of recipient is returned to the sender undelivered, notice shall be sufficient if sent by mail as above to the party as named in this Lease, unless the name or identity of the party has changed as permitted in this Lease and proper notice of the change has been given, in which event the notice shall be sufficient if sent by mail as above to the party named in the latest notice designating the party, and the notice is considered given when the first attempt to give notice was properly made. 11.2 Amendment. This Lease may be amended upon written agreement of the parties. 11.3 Estoppel Certificates. At any time, and from time to time, within thirty (30) days after notice of request by either party, the other party shall execute, acknowledge, and deliver to the requesting party, or to such other recipient as the notice shall direct, a statement certifying that this Lease is unmodified and in full force and effect, or, if there have been modifications, that it is in full force and effect as modified in the manner specified in the statement. 11.4 Joint and Several Obligations. If Tenant consists of more than one person, the obligation of all such persons is joint and several. 11.5 Captions. Table of Contents. The table of contents of the Lease and the captions of the various articles and sections of this Lease are for convenience and ease of reference only and do not define, limit, augment or describe the scope, content, or intent of this Lease or of any part or parts of this Lease. 11.6 Gender. The neuter gender includes the feminine and masculine, and each includes corporation, partnership or other legal entity when the context so requires. 11.7 Singular and Plural. The singular number includes the plural wherever the context so requires. Giorgi/City Ground Lease 7/13/96 Page 15 of 16 11.8 Rxh~bits. Addenda. Ail exhibits and addenda to which reference is made in this Lease are incorporated in the Lease by the respective references to them, whether or not they are actually attached, provided that they have been signed or initialed by the parties. Reference to the "Lease" includes matters incorporated by reference. 11.9 Merger. This Lease is intended both as the final expression of the agreement between the parties hereto with respect to the included terms, and as a complete and exclusive statement of the terms of the agreement, pursuant to California Code of Civil Procedure Section 1856. No modification of this Lease shall be effective unless and until such modification is evidenced by a writing signed by both parties. No promise, representation, warranty or covenant not included in this Lease has been or is relied on by either party. Each party has relied on his own examination of this Lease, the counsel of his own advisors, and the warranties, representations, and covenants in the Lease itself. This Lease shall be construed according to the fair meaning of its language. The failure or refusal of either party to inspect the Premises, to read the Lease or other documents, or to obtain legal or other advice relevant to this transaction, constitutes a waiver of any objection, contention or claim that might have been based on such reading, inspection or advice. 11.10 Applicable Law. This Lease shall be construed and interpreted in accordance with the laws of the State of California except as otherwise expressly provided herein, or as otherwise required by applicable law from time to time during the term. 11.11 Covenants and Conditions. Ail provisions of this Lease whether covenants or conditions, on the part of Tenant shall be deemed to be both covenants and conditions and such covenants shall survive termination. 11.12 No Discrimination. Tenant shall comply with all applicable federal, state and local laws, rules and regulations relating to non-discrimination in employment and services because Giorgi/City Ground Lease 7/13/96 Page 16 of 16 of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition and handicap. 11.13 Time of Essence. Time is and shall be of the essence of this Lease and of each and every provision contained in this Lease. 11.14 Construction of l.ease: Severability. To the extent allowed by law, the terms, covenants, conditions, provisions and agreements in this Lease shall be construed and given effect in a manner that avoids any violation of statute, regulation or law. Landlord and Tenant covenant and agree that in the event any term, covenant, condition, provision or agreement in this Lease is held to be invalid or void by court of competent jurisdiction, the invalidity of any such term, covenant condition, provision or agreement shall in no way affect any other term covenant, condition provision or agreement in this Lease. 11.15 Relationship. The parties intend by this Lease to establish the relationship of Landlord and Tenant only, and do not intend to create a partnership, joint venture, joint enterprise, or any business relationship other than that of Landlord and Tenant. 11.16 No Benefit to Third Parties. Nothing herein shall be construed to be for the benefit of third parties. Giorgi/City Ground Lease 7/13/96 Page 17 of 16 11.17 Rxecut~on in Counterparts. This Lease, or the abstract of this Lease, or both, may be executed in two (2) or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties to this Lease have duly executed this Lease on the date set forth opposite their signatures. TENANT: CITY OF SOUTH SAN FRANCISCO a municipal corporation of the State of California Dated: By: City Manager Approved as to form: By: City Attorney Attest: By: City Clerk LANDLORD: Robert Giorgi Dated: Kathleen Giorgi J: \WPD\MNRSW\ 4 0 5 \AGREE\MAY9 6 \GIOLEASE. DFT Giorgi/City Ground Lease 7/13/96 Page 18 of 16 LOTS 17,18,19 A~D 20, BLOC& 141, AS SHOWN ON THAT CERTAIN MAP E~TI~LED 'SOUTkt SA~ FRANCISCO, SAH MATE0 COUNT~, CALIFORNIA, PLAT NO. 1., FILED I~ fEE OFFICE OF THE COU~T~ RECOVER OF SAN MATEO CO~ITY, STATE OF CALI.WDRitIA, IN BOOK "B' OF MAPS AT PAGE 6, A~D A COPY E~TER~D IN BOOK 2 OF MAPS AT PAGE 52. EXCEPTING THEREFR~4, THE ~)RTE.4ESTERLY 12.00 FEET OF SAiD LO'r CONTAI~tING 12,320 SF MORE OR LESS. L. I lV D ~ N A V£1V U~ CENTERLINE LINDEN AVENUE EXHIBIT B INSURANCE Tenant shall maintain at all times while this Lease is in effect, liability insurance or self-insurance to cover claims arising from the use of the Leased Property by Tenant, its officers and employees and Tenant's invitees.