HomeMy WebLinkAboutReso 119-1985RESOLUTION NO. 119-85
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION AUTHORIZING APPROVAL AND
EXECUTION OF LEASE i BETWEEN THE CITY
OF SOUTH SAN FRANCISCO AND THE ROBERT
P. WARMINGTON COMPANY
BE IT RESOLVED by the City Council of the City of South San Francisco that:
1. Approval of Lease.
The Lease entitled "Lease i between the City of South San Francisco, as
Landlord, and The Robert P. Warmington Company, as Tenant" is hereby approved
and a copy of said Lease is attached hereto as Exhibit "1."
2. Execution of Lease.
The Mayor is authorized to execute said Lease on behalf of the City, and
the City Clerk attest his signature thereto.
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 regular
meeting held on the 12th day of June , 1985, by the following
vote:
AYES:
NOES:
ABSENT:
Councilmembers ~ Mark N~ ~ Addi ego; ~' Ri chard' A~ · Haffey; .................
Gus NiColOpUlos;'and'Roberta Cerri'Teglia
mohe
COuhcilmembey'~ Emanuele N~ ~Damonte
EXHIBIT "1" TO RESOLUTION NO. 119-85
LEASE 1
between THE CITY OF SOUTH SAN FRfdqCISCO, as Landlord,
and WARMINGTON SOUTH SAN FRANCISCO HOTEL ASSOCIATES, as Tenant.
June 12
· 1985
Parking
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4.
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TABLE OF CONTENTS
PART I E S
PREMISES
TERM
RENT
uSE
ASSIGNMENT AND SUBLETTING
TENANT ' S IMPROVEMENTS
MAINTENANCE AND REPAIRS
DESTRUCTION OR DAMAGE
TAXES
INSURANCE
UTILITIES
DEFAULTS
BANKRUPTCY OR INSOLVENCY
LANDLORD'S RIGHT TO CURE
INTEREST ON UNPAID OBLIGATIONS
LATE CHARGES
INDEMNITY
CONDEMNAT I ON
GENERAL PROVISIONS
Wage
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LEASE
1. PARTIES. This Lease is dated as of June 1~, 19~5,
by and between THE CITY OF SOUTH SAN FRANCISCO ("Landlor~W~'and
WARMINGTON SOUTH SAN FRANCISCO HOTEL ASSOCIATES ("Tenant").
PREMISES.
2.1 Premises. Landlord hereby 'leases to Tenant
those certain premises ("the Premises") located at South San
Francisco, California. The Premises consist of the real property
owned in fee by Landlord more particularly described on Exhibit A'
attached hereto.
Tenant acknowledges that (i) pursuant to Section 3.7 of
the Owner Participation and Development Agreement dated as of
March 19,. 1981, as amended, between Landlord, Homart Development
Co. ("Homart") and the Redevelopment Agency of the City of South
· San Francisco (the "Agency"), the Agency is obligated to use its
best efforts to assist Homart in acquiring fee title to lands
underlying abandoned Industrial Way, including the premises,
provided that Homart reimburses the Agency for all costs of such
acquisition, (ii) Homart intends to acquire fee title to the
Premises through the Agency, and (iii) immediately upon Homart's
acquisition of fee title to the Premises, Tenant intends to
purchase the Premises from Homart pursuant to a separate agreement
between Tenant and Homart. This Lease is made for the sole purpose
of permitting Tenant, prior to its purchase of the Premises from
Homart, to create on the Premises additional parking spaces for
employees and guests of Tenant's hotel to be constructed on
contiguous property acquired by Tenant from Homart.
2.2 Condition of Premises. Tenant hereby accepts
the Premises in their condition existing as of the date of
possession hereunder, subject to all applicable zoning, municipal,
county and state laws, ordinances, private restrictions and
regulations governing and regulating the use of the Premises, and
accepts this Lease subject thereto and to all matters disclosed
thereby and by any exhibits attached hereto. Tenant acknowledges
that Landlord has made no warranty as to the suitability of the
Premises for any particular purpose.
Tenant shall have the right at its sole cost and expense,
after the commencement of the term hereof, to improve the Premises
with paving and other improvements suitable to the parking of
automobiles as permitted by section 5.1 hereof. All plans for such
improvements shall be subject to approval of Landlord and the
Architectural Control Committee under the Declaration of Covenants
Conditions and Restrictions which encumbers the Gateway Project.
In addition, Tenant shall be solely responsible for obtaining all
necessary permits from Landlord and the South San Francisco
Redevelopment Agency.
3. TERM. The term of this Lease shall commence on
June 12, 1985, and shall expire'on the earlier to occur of (i) the
date on which Tenant acquires fee title to the Premises from Homart
or (ii) February 14, 1990.
4. RENT.
4.1 Payment and Amount. Tenant shall pay to
Landlord as rent for the Premises: The sum of Five Thousand Five
Hundred Eighty Dollars ($5,580.00) per year payable Four Hundred
Sixty-Five Dollars ($465.00) per month. Rent for any period during
the term hereof which is for less than one month shall be a pro
rata portion of the monthly installment. Rent shall be payable in
advance without notice or demand and without any deduction, offset,
or abatement in lawful money of the United States of America to
Landlord at the address stated herein or to such other persons or
at such other places as Landlord may designate in writing.
5. USE.
5.1 Use. The Premises shall be used and occupied
by Tenant only for the parking of cars and for no other purpose
whatsoever without the prior written consent of Landlord.
5.2 Compliance with Laws and Restrictions. During
the term of this Lease, Tenant shall, at Tenant's sole expense,
promptly'comply with all applicable ordinances, zoning
restrictions, rules, regulations, orders, private covenants and
restrictions, or any other requirement at any time affecting the
Premises or any appurtenant rights or the use thereof, and in
particular which affect the cleanliness, safety, occupation and use
of the Premises. At all times, Tenants shall keep the Premises and
the walkways adjacent to the Premises clear and free from all
rubbish, dirt and debris. Tenant shall store within the Premises
or at a location approved by Landlord all trash and garbage and
arrange for the regular pickup of trash and garbage at Tenant's
expense.
6. ASSIGNMENT AND SUBLETTING. Tenant shall not
vol.untarily or by operation of law assign, license, transfer,
mortgage, sublet or encumber all or any part of Tenant's interest
in this Lease or in the Premises without first obtaining the prior
written consent of Landlord, and any attempt to do so without such
consent being first had and obtained shall be wholly void. No
assignment or subletting shall be approved except as a part of the
sale of Tenant's contiguous property or to a person, firm or
corporation which is operating or leasing Tenant's hotel on the
Tenant's contiguous property. No subletting or assignment, even
with the consent of Landlord, shall relieve Tenant Of the
obligations of Tenant hereunder. The acceptance of rent by
LandDord from any other person shall not be deemed to be a waiver
of Landlord of any provision of this Lease or to be a consent to
any assignment, sdbletting or other transfer. Consent to one
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assignment, subletting or other transfer shall not be deemed to
constitute consent to any subsequent assignment, subletting or
other transfer.
7. TENANT'S IMPROVEMENTS.
7.1 Tenant's Improvements. Tenant shall not make
or permit to be made any alterations, improvements or additons
(collectively "improvements") to the Premises, nor make any
contract therefor, without obtaining Landlord's prior written
consent. During.the term of this Lease, title to the improvements
constructed by Tenant on the Premises with Landlord's prior written
consent shall be vested in Tenant. Tenant shall not, however,
remove or permit the removal of any improvements except as
permitted in this Lease. Upon the expiration or earlier
terminiation of this Lease, all improvements or fixtures that
Tenant may make or install or permit to be made or installed upon
the Premises shall, (i) without compensation to Tenant or any other
party, become Landlord's property free and clear of all claims to
or against them, and Tenant shall defend and indemnify Landlord
against all liability or loss arising from such claims.; and (ii)
remain upon and be surrendered with the Premises; prOvided,
however, that at its option Landlord may require Tenant to remove
such improvements and fixtures at the expiration or termination of
this Lease and to restore and repair any damage occasioned by such
removal. In no event shall Landlord be liable for the unamortized
cost of such improvements or fixtures due to the expiration or
termination of this Lease.
7.2 Notice of Non-Responsibility; Mechanic's Liens.
Before commencing or permitting any work relating to-improvements
affecting the Premises, Tenant shall notify Landlord in writing no
later than 10 days in advance of the expected date of commencement
thereof. Landlord shall then have the right at any time and from
time to time to post and maintain on the Premises such notices as
Landlord reasonably deems necessary to protect the Premises and
Landlord from mechanics' liens, materialmen's liens or any other
liens. In any event, Tenant shall pay or cause to be paid, when
due, all claims for labor or materials furnished to or for Tenant
or permitted by Tenant at or for use on the Premises. Tenant shall
nog permit any mechanics' or materialmen's liens to be levied
against the Premises for any labor or materials furnished or
claimed to have been furnished to Tenant or any party claiming
through Tenant or to any agents or contractors in connection with
work of any character performed or claimed to have been performed
on the Premises by or at the direction of Tenant or any party
claiming through Tenant.
If within 10 days following the imposition of any lien
Tenant has not caused the lien to be released of record by payment
or posting of a proper bond, Landlord, in addition to all other
remedies provided in this Lease and by law, shall have the right,
but shall not be obligated, to cause the lien to be released by
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such means as Landlord deems proper, including payment of the claim
giving rise to the lien. All payments made and expenses incurred
by Landlord in connection with the lien shall be considered
additional rent in accordance with Article 14 of this Lease.
7.3 Indemnity Against Liens. Notwithstanding any
other provision of this Lease, Tenant agrees to indemnify and save
Landlord harmless from and against any and all costs, claims,
judgments or other liabilities which are in any way connected with
materials or labor furnished to Tenant or permitted by Tenant for
alteration, improvement, or addition to the Premises. Tenant
further agrees to provide Landlord, at Landlord's request, with a
surety bond or other form of security which may be requested by
Landlord prior to the commencement of any such improvements, if
Landlord reasonably believes that such is necessary to protect the
Premises and Landlord's interest therein.
8. MAINTENANCE A~ REPAIRS. Tenant shall keep and
maintain in good order, condition and repair, the Premises and
every part thereof. If any repairs required to be made by Tenant
are necessary, Landlord may demand that Tenant make them promptly,
and if Tenant refuses or neglects to commence such.repairs within
20 days and to complete them with reasonable dispatch, Landlord may
make or cause such repairs to be made. If Landlord makes or causes
such repairs to be made, Tenant shall on demand of Landlord
immediately pay to Landlord the cost of such repairs as additional
rent in accordance with Article 14 of this Lease.
9. DESTRUCTION OR DAMAGE.
9.1 Tenant's Obligation to Restore. If there is
damage to the Premises caused by any casualty Tenant shall
forthwith repair the damage.
9.2 Waiver. Tenant waives any rights.Tenant may
have under California Civil Code Sections 1932'and 1933.
10. ~ TAXES.
10.1 Payment of Taxes. Tenant shall pay all real
estate taxes and assessments levied throughout the term of this
Lease against the Premises.
10.2 Time of Payment - Proration. Ail such taxes
shall be payable by Tenant to Landlord within 15 days ~after receipt
of an invoice from Landlord advising Tenant of taxes to be paid by
Tenant. Taxes for the first and last years of the term hereof
shall be prorated between Landlord and Tenant.
10.3 Tenant's Fixtures and Improvements. Tenant
shall pay, prior to delinquency, all taxes assessed against and
levied upon any trade fixtures, furnishings, equipment and all
other personal pr6perty of Tenant contained on the Premises or
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elsewhere, and shall pay all taxes attributable to any improvements
which may be made to the Premises by Tenant.
10.4 Definition of Real Property Taxes. As used in this
Lease, the term "real property tax" shall include any form of
assessment, license fee, transit tax'or fee, rent tax, levy,
penalty, tax (other than income, inheritance, or estate taxes), or
charge in lieu of tax, imposed by any authority having the direct
or indirect power to tax, including any city, county, state or
federal government, or any school, lighting, drainage or other
improvement district thereof, as against any legal or equitable
interest of Landlord in the Premises, as against Landlord's right
to rent or other income therefrom, or as against Landlord's
business of leasing the Premises.
11. INSURANCE.
11.1 Liability Insurance. Tenant shall, at all
times during the term hereof, and at Tenant's own cost and expense,
procure and continue in force comprehensive liability insurance in
an amount of not less than $5,000,000 Combined Single Limit for
Personal Injury and Property Damage per occurrence and in the
aggregate. The aforementioned minimum limit shall not, however,
limit the ii.ability of Tenant hereunder.
11.2 Policies. The insurer and form of all of
policies required~_of Tenant shall be subject to Landlord's
concurrence, which shall not be unreasonably withheld.
Certificates of such insurance policies shall be furnished to
Landlord prior to commencement and shall reflect Landlord as the
owner of the fee interest in the Premises as an additional insured.
No such policy shall be cancellable or subject to reduction of
coverage or to any other modification except after 30 days' prior
written notice to Landlord by the insurer. It is agreed that such
insurance is and shall be primary to similar coverage carried by
Landlord.
11.3 Compliance with Policies. Tenant shall make
all reasonable efforts not to violate or permit to be violated any
condition or provision of any of the policies required by this
Article and shall satisfy all requirements thereunder. Tenant
shall deliver evidence of renewal or substitute coverage to
Landlord not less than 10 days prior to expiration of such
insurance.
11.4 Waiver of SubrogatiOn. Landlord and Tenant
each hereby releases the other from any and all liability or
responsibility to the other or anyone claiming through or under the
other by way of subrogation or otherwise for any loss or damage to
property caused by fire or any of the extended coverage or
supplementary contract casualties, even if such fire or other
casualty was caused by the other party; provided, however, that
this release shall be applicable and in force and effect only with
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respect to loss or damage occurring during such times as the
rel~asor's policies contain a clause or endorsement to the effect
that any such release shall not adversely affect or impair said
policies or prejudice the right of the releasor to recover
thereunder. Landlord and Tenant each agrees that it will request
its insurance carriers to include in their policies such a clause
or endorsement. If extra costs are charged therefor, the party
procuring the policy shalI advise the other thereof and of the
amount of the extra cost, and the other party, at its election, may
pay the same, but shall not be obligated to do so.
12. UTILITIES. Tenant shall pay for-all gas, heat,
electricitY, light, power, telephone and other Communication
service, water, janitorial services, scavenger services,' sanitary
and sewer charges and other utilities and services to the Premises.
13. DEFAULTS.
13.1 Events of Default. The occurrence of any of
the following shall constitute a material default and breach of
this Lease by Tenant:
(i) Any failure by Tenant to pay the rental or
to make any other payment .required to be made by Tenant hereunder,
if such failure continues for a period of three days after receipt
of written notice thereof from Landlord.
(ii)
Premises by Tenant.
The abandonment or vacation of the
(iii) A failure by Tenant to observe and perform
any other provision of this Lease to be observed or performed by
Tenant if such failure continues for 30 days after receipt of
written notice thereof by Landlord to Tenant; provided, however,
that if the nature of such default is such that the same cannot be
reasonably cured within the 30-day period, Tenant shall not be
deemed to be in default if Tenant within the 30-day period
commences such cure and thereafter diligently prosecutes the same
to completion.
Landlord agrees that, provided it has received written
notice from a. mortagee under a mortgage or beneficiary under a deed
of trust (collectively, "Mortgagee") encumbering the Premises,
specifying Mortgagee's address and requesting that Mortgagee be
given written notice of all monetary and non-monetary failures by
Tenant to observe and perform the provisions of the Lease, Landlord
shall deliver written notice of all such monetary and non-monetary
failures by Tenant to Mortgagee at the-same time it delivers
written notice to Tenant, and permit Mortgagee to cure such
failures within the time periods for cure granted to Tenant herein;
provided, that Mortgagee shall have ten days folowing receipt of
notice that Tenant has failed to make rental or other payments
under the Lease in which to cure such failure.
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13.2 Landlord's Remedies - Termination. In the
event of any such default by Tenant, then in addition to any other
remedies available to Landlord at law or in equity, Landlord shall
have the immediate option to terminate this Lease and all rights of
Tenant hereunder by giving Tenant written notice of such intention
to terminate. If Landlord elects to terminate this Lease, then
Landlord may recover from Tenant:
(i) the worth at the time of award of any
unpaid rent which had been earned at the time of such termination;
plus
(ii) the worth at the time of award of the
amount by which the unpaid rent which would have been earned after
termination until the time of award exceeds the amount of such
rental loss Tenant proves could have been reasonably avoided; plus
(iii) the worth at the time of award of the
amount by which the unpaid rent for the balance of the term after
the time of award exceeds the amount of such rental loss that
Tenant proves could be reasonably avoided; plus
(iv) any other amount necessary to compensate
Landlord for all the detriment proximately caused.by Tenant's
failure to perform Tenant's obligations under, this Lease Or which
in the ordinary course of things would be likely to result
therefrom; plus
(v) at Landlord's election, such other amounts
in addition to or in lieu of the foregoing as may be permitted from
time to time by applicable law.
The term "rent" as used herein shall be deemed t° be the
monthly rental and all other sums required to be paid by Tenant
pursuant to the terms of this Lease.
As used in subparagraphs (i) and (ii) above, the "worth
at the time of award" is computed by allowing interest at the rate
commputed pursuant to Section 16 hereof. As used in subparagraph
(iii) above, the "worth at the time of award" is computed by
discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco at the time of award plus 1%.
13.3 Continuation of Lease. Even though Tenant has
breached this Lease, this Lease shall continue in effect for so
long as Landlord do~s not terminate this Lease, and Landlord may
from time to time either recover all rental as it becomes du~.or
relet the Premises or any part thereof for such term or terms and
at such rental or rentals and upon such other terms and conditions
as Landlord in its sole discretion may deem advisable, all with the
right, at Tenant's-cost, to make alterations and repairs to the
Premises. Should Landlord elect this remedy Tenant shall have the
right to sublet the Premises with Landlord's consent, which consent
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shall not be unreasonably withheld. Acts of maintenance or
preservation of o.r efforts to relet the Premises or the appointment
of a receiver upon initiative of Landlord to protect Landlord's
interest under this Lease shall not constitute a termination of~
this Lease. Notwithstanding any remedy taken without termination,
Landlord may a~any time hereafter elect to terminate thi~ Lease
for such previous breach.
13.4 Relets. If Landlord elects to so relet, the
rentals received by Landlord from such reletting shall be applied:
first, to the payment of any indebtedness other than rent due
hereunder from Tenant to Landlord; second, to the payment of any
cost of such reletting; third, to the payment of the cost of any
alterations unpaid hereunder; and the residue, if any, shall be
held by Landlord and applied in payment of future rent as the same
may become due and payable hereunder. Should that portion of such
rentals received from such reletting during any month which is
applied to the payment of rent hereunder, be less than the rent
payable during that month by Tenant hereunder, then Tenant shall
pay such deficiency to Landlord immediately upon demand therefor by
Landlord. Such deficiency shall be calculated and paid monthly.
Tenant shall also pay to Landlord, as soon as ascertained, any
costs and expenses incurred by Landlord in such reletting or in
making such alterations and repairs not covered by the rentals
received from such reletting.
13.5 Subletting; Subrents. Landlord shall have the
right to receive all subrents and other sums falling due from
subtenants and other occupants of the Premises (herein called
"subtenants") during any period in which Landlord has the right
under this Lease, whether exercised or not, to re-enter the
Premises for Tenant's default, and Tenant shall not have any right
to such sums during that period. Landlord may at Landlord's
election re-enter the Premises with or without process of law,
without terminating this Lease, and collect these sums and/or bring
action for the recovery of these sums directly from such
subtenants.
13.6 Removal of Property. In the'event of any
default by Tenant, Landlord shall also have the right, with or
without terminating this Lease, to re-enter the Premises and remove
all persons and property from the Premises. Such' propertY~may be
removed and stored in a public warehouse or elsewhere at the cost
of and for the account of Tenant.
13.7 Other Relief. The remedies provided in this
Lease are in addition to any other remedies available to Landlord
at law or in equity by statute or otherwise.
14. BANKRUPTCY OR INSOLVENCY.
14.1 Tenant's Interest Not Transferable. Neither
Tenant's interest~ in this Lease, nor any estate created in Tenant
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by this Lease, shall pass to any trustee or receiver or assignee
for'the benefit of creditors or otherwise by operation of law
except as may specifically be provided pursuant to the Bankruptcy
Code.
14.2 Termination. If the interest or estate
created in Tenant by this Lease is taken in execution or by other
process of law, or if Tenant's executors, administrators, or
assigns, if any, are adjudicated insolvent or bankrupt pursuant to
the provisions of any state law or the Bankruptcy Code, or if
Tenant is adjudicated insolvent by a court of competent
jurisdiction other than the United States Bankruptcy Court, or if a
receiver or trustee of the property of Tenant is appointed by
reason of the insolvency or inability of Tenant to pay Tenant's
debts, or if any assignment is made of-the property of Tenant for
the benefit of creditors, then, in any such events, Tenant shall be
deemed to be in material default and in breach of this Lease, and
this Lease and all rights of Tenant hereunder shall automatically
terminate. Landlord also reserves all other remedies provided in
this Lease or by law.
15. LANDLORD'S RIGHT TO CURE. Ail agreements and
provisions to be performed by Tenant under any of the terms of this
Lease shall be. at Tenant's sole cost and expense and without any
abatement of rental. If ~enant fails to pay any sum of money,
other than rental, required to be paid by Tenant hereunder or fails
to perform any other act on Tenant's part to be performed hereunder
and such failure continues for 30 days after notice thereof by
Landlord, Landlord may, but shall not be obligated to, ~nd without
waiving or releasing Tenant from any obligations of Tenant, make
any such payment or perform any such other act on Tenant's part to
be made or performed as provided in this Lease. All sums so paid
by Landlord and all necessary incidental costs shall be deemed
additional rent hereunder and shall be payable to Landlord on
demand, and Landlord shall have (in addition to any other right or
remedy of Landlord) the same rights and remedies in the event of
the nonpayment thereof by Tenant as in the case of default by
Tenant in the payment of rental.
16. INTEREST ON UNPAID OBLIGATIONS. Rent not paid when ·
due shall bear.interest at a rate not exceeding the higher of, (a)
10%, or (b) 5% per ~annum plus the rate (the "FRB Rate") prevailing
on the 25th day of the month preceding the date on which the rent
became due, as established by the Federal Reserve Bank of San
Francisco, on advances to member banks under Section 13 of the
Federal Reserve Act as now in effect, or as hereafter from time to
time as amended (or if there is no such single determinable rate of.
advances, then the closest counterpart of such rate as shall be
designated by the Supe~intendant of Banks of the State of
California, unless some other person or agency is delegated such
authority, by the State Legislature). Expenditures made by Landlord
pursuant to Article 15 above shall bear interest at a rate'not
exceeding the higher of (a) 10% per annum, or (b) 5% per annum plus
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the FRB Rate prevailing on the 25th day of the month preceding the
date. Landlord makes the expenditure.
17. LATE CHARGES. Tenant acknowledges that late payment.
of rent will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of such costs being extremely difficult and
impracticable to fix. Such costs include, without limitation,
processing and accounting charges, and late charges that may be
imposed on Landlord by the terms of its obligations. Therefore, if
any installment of rent due from Tenant is not recovered by
Landlord when due, Tenant shall pay to Landlord an additional sum
of 6~ of the overdue rent as a late charge. The parties agree that
this late charge represents a fair and reasonable estimate of the
costs that Landlord will incur by .reason of late payment by Tenant.
Acceptance of any late charge shall not constitute a waiver of
Tenant's default with respect to the other rights and remedies
available to Landlord.
18. INDEMNITY. Except as may arise from Landlord's sole
negligence, Tenant shall indemnify, defend and hold Landlord
harmless from any and all claims arising from Tenant's use of the
Premises or from the conduct of Tenant's business or from any
activity or work which may be permitted or suffered by Tenant in or
about the Premises and shall further indemnify, defend and hold
Landlord harmless from and against any and all claims arising from
any breach or default in the performance of any of Tenant's
obligations under this Lease or arising from any negligence of
Tenant or any of Tenant's agents, contractors or employees or of
any party claiming through Tenant and from any and all costs,
attorneys' fees, expenses and liabilities incurred in the defense
of any such claim or any action or proceeding brought thereon.
Tenant hereby assumes all risk of damage to property or injury to
persons in or about the Premises, and Tenant hereby waives all
claims in respect thereof against Landlord.
19. CONDEMNATION.
19.1 Total or Partial Taking. If the whole of the
Premises is condemned or taken in any manner for any public or
quasi-public use, this Lease and the term and estate hereby granted
shall forthwith cease and terminate as of the date of vesting of
title. If only a part of the Premises is so condemned or taken,
then (i) if substantial structural alteration or reconstruction of
the Premises shall, in the reasonable opinion of Tenant, be
necessary or appropriate as a result of such condemnation or
taking, Tenant may, at its option, terminate this Lease and the
term and estate hereby granted, as of the date of such vesting of
title, by notifying Landlord in writing of such termination within
60 days following the date on which Teant receives notice of
vesting of title or possession; or (ii) if Tenant does not elect to
terminate this Lease, this Lease shall remain Unaffected by such
condemnation or taking, except that the rent shall be abated to the
extent that Tenant's use of the Premises is impaired. If this
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Lease and the term and estate hereby granted are not terminated as~
hereinbefore provided, Landlord shall, at its expense, but only to
the extent of condemnation proceeds awarded to Landlord, restore
with reasonable diligence the remaining structural portioDs of the
Premises as nearly as practicable to the same condition as they
were in prior to such condemnation or taking.
In the event of termination in any of the cases
hereinabove provided, this Lease and the term and estate hereby
granted shall expire as of the date of such termination with the
same effect as if that were the date hereinbefore set forth for the
expiration of the term of this Lease, and the rent hereunder shall
be apportioned as of such date.
19.2 Award to Landlord. If all'or any part of the
Premises is taken by eminent domain, Landlord shall be entitled to
any and all compensation, damages, income, rent, awards, or any
interest whatsoever which may be paid or made in connection
therewith, and Tenant shall have no claim against Landlord for the
value of any unexpired term of this Lease or otherwise. Nothing
herein, however, shall be deemed to preclude Tenant from obtaining,
or to give Landlord any interest in, any award to Tenant for loss
of or damage to Tenant's personal property.
20. GENERAL PROVISIONS.
20.I1 Quiet Enjoyment. Provided Tenant performs all
of Tenant's covenants and obligations hereunder, Landlord covenants
that Tenant shall have peaceful and quiet enjoyment of the Premises
without hindrance on the part of Landlord, and Landlord shall
warrant and defend Tenant in the peaceful and quiet enjoyment of
the Premises against the claims of all persons claiming through or
under Landlord.
20.2 Right of Entry. Landlord and/or its designee
shall have the right to enter upon the Premises at all reasonable
hours, and in all emergencies, or to inspect the Premises.
20.3 Attorneys' Fees. If either party brings an
action to enforce the terms hereof or declare rights hereunder, the
ultimately prevailing party in any such action shall be entitled to
reasonable attorneys' fees to be paid by the losing party, as fixed
by the Court.
20.4 Holding Over. Any holding over after the
expiration of the term of this Lease with the consent of Landlord
shall be construed~to be a tenancy from month to month at a monthly
rental equal to the rental being paid by Tenant in the last month
of the term hereof, plus all other charges payable under this
Lease, and shall otherwise be on the terms and provisions of this
Lease, so far as applicable.
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20.5 Transfer of Landlord's Interest in Premises.
In the event of any sale or exchange of the Premises by Landlord
and assignment by Landlord of this Lease, Landlord shall be
released from its covenants and obligations contained in, or
derived from, this Lease arising out of any act, occurrence or
omission relating to the Premises or this Lease occurring after the
consummation of such sale or exchange and assignment.
20.6 Estoppel Certificates. Tenant shall, at any
time during the term of this Lease, upon not less than five days'
prior written notice from Landlord, execute and deliver to Landlord
a statement in.writing certifying that this Lease is unmodified and
in full force and effect (or if modified, stating the nature of
such modification) and the date to which the rent and other charges
are paid in advance, if any, and acknowledging that there are not,
to Tenant's knowledge, any uncured defaults on the part of Landlord
hereunder (or specifying such defaults if they are claimed.) Any
such statement may be conclusively relied upon by any prospective
purchaser or enCumbrancer of the Premises.
20.7 Time of Essence. Time is of the essence in
the performance of all covenants and conditions in this Lease.
20.8 Captions. The marginal headings or titles to
the Articles ~nd Sections of this Lease are not part of the Lease,
but are inserted for convenience only, and shall have no effect
upon the construction or interpretation of any part of this Lease.
20.9 Notices. Whenever, under this Leage,
provision is made for any demand, notice or declaration of any
kind, or where it is deemed desirable or necessary by either party
to give or ~serve any such notice; demand or declaration to the
other party, it shall be in writing and served either personally or
sent by registered or certified mail, postage prepaid, addressed to
the addresses set forth below.
Landlord:
The' City of South San Francisco
City Hall, 400 Grand Avenue
P.O. Box 711
South San Francisco, CA 94083
Attn: City Manager
Tenant:
Warmington South San Francisco Hotel Associates
3090 Pullman Street
Costa Mesa, CA 92626
Either party may, by like notice, at any time and from
time to time, designate a different address to which notices shall
be sent. If such notices meet the requirements of this Section
20.10, they shall be deemed sufficiently served or given, for all
purposes hereunder, on the date.of delivery if personally delivered
or 48 hours after the time they are mailed by United States mail.
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20.10 Entire Agreement; Amendments. There are no
oral agreements or representations between the parties hereto
affecting this Lease, and this Lease supersedes and cancels any and
all previous negotiations, arrangements, agreements,
representations and understandings, if any, between the parties
hereto or between the parties hereto and any real estate broker who
may represent either or both of said parties, and none thereof
shall be used to interpret or construe this Lease. There are no
other representations or warranties between the parties, and all
reliance with respect to representations is solely upon the
representations and agreements contained in this Lease. This Lease
may not be amended, waived or discharged except by an instrument in
writing executed by the party against which enforcement of such
amendment, waiver or discharge is Sought.
20.11 Merger. The voluntary or other surrender of
this Lease by Tenant, or a mutual cancellation thereof, or a
termination by Landlord, shall not work a merger, and shall, at the
option of Landlord, terminate all or any existing subtenancies or.
may, at the option of Landlord, operate as an assignment to
Landlord of any or all of such subtenancies.
THE PARTIES HERETO have therefore affixed their
signatures effective as of the date set forth in this Lease.
WARMINGTON SOUTH SAN FRANCISCO
HOTEL ASSOCIATES, a California
limited partnership
By:
WARMINGTON HOTEL ASSOCIATES
NO. 3, a California general
partnership, as its general
partner
By:
General Partner
THE CITY OF SOUTH SAN FRANCISCO
Title:
ATTEST:
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PROPOSED LEASE PARCEL
INDUSTRIAL WAY SOUTH SAN FRANCISCO
REAL PROPERTY SITUATE IN THE CITY OF SOUTH SAN FRANCISCO, COUNTY
OF SAN i~IATEO~ STATE OF CALIFORNIA~ BEING A PORTION OF PARCEL 2 AB
SAID PARCEL IS DESCRIBED IN THE DEED FROM UNION IRON WORKS DRY
DOCK COMPANY TO THE CITY OF SOUTH SAN FRANCISCO DATED MAY 19,
19t$3 AND RECORDED IN BOOK 1079 OF DEEDS AT PAGES 77' THROUGH 79,
RECORDS OF SAN MATEO COUNTY, SAID PORTION OF PARCEL NO. 2
ABUTTING PARCEL gA AS SHOWN ON THE PARCEL MAP RECORDED IN
VOLUME 53 OF MAPS AT PAGE 19, SAN MATEO RECORDS~ AND MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTH CORNER OF SAID PARCEL gA, SAID CORNER
LY/NG ON THE SOUTHWESTERN RIGHT OF WAY LINE OF THE EAST GRAND
AVENUE OVERCROSSING AS SHOWN ON SAID MAP, BEING A POINT ON THE
ARC OF THE CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF
218.01 FEET, THE RADIAL CENTER BEARING S 25o36t#8- W FROM SAID POINT;
THENCE NORTHWESTERLY ALONG SAID CURVE AND RIGHT OF WAY LINE
PRODUCED ON THE ARC OF A CURVE HAVING A RADIUS OF 218.0I FEET
THROUGH A CENTRAL ANGLE OF ~o21~36n AN ARC DISTANCE OF 16.59 FEET
TO A POINT ~0 FEET DISTANT AT I~GHT ANGLE MEASUREMENT
SOUTHEASTERLY FROM THE SOUTHEASTERLY' LINE OF THE RAILWAY RIGHT
OF WAY OF SOUTHERN PACIFIC COMPANY AS MENTIONED IN SAID DEED
FROM UNION IRON WORKS DRY DOCK COMPANY;
THENCE PARALLEL TO SAID RAILWAY RIGHT OF WAY S
FEET;
THENCE S 51o17t19~ E 21.27 FEET TO A NORTHWESTERLY LINE OF SAID
PARCEL gA;
THENCE ALONG SAID NORTHWESTERLy LINE N 30o22~07" E 8.75 FEET TO AN
ANGLE POINT;
THENCE CONTINUING ALONG THE NORTHWESTERLY BOUNDARY OF SAID
PARCEL 8A N 38o00~19~ E 32~-.57 FEET TO AN ANGLE POINT;
THENCE CONTINUING ALONG THE NORTHWESTERLY BOUNDARY OF SAID
PARCEL BAN 3Bo/~2~P~ E 2~o$$~ FEET TO THE POINT OF BEGINNING OF THIS
DESCRIPTION.
THIS PARCEL CONTAINS 6379 SQUARE FEET, MORE OR LESS.
Ck.
Approved:
INDUSTRIAL
WAY PARCEL
SOL?TH SAN
1035 E. HILLSDALE BLVD.· FOSTER CITY, CALIF. 94404 · 349-2151
EXHIBIT
· INDUSTRIAL WAY PARCEL:
ADJOINING PARCEL SA, GATEWAY CENTER
FR~NC!SCO
DWG. NO.
2147-0601-~/.
SCALE:I =70:1: