2010-03-16 6-F Exhibit 1Gi
October 21, 2009
Dear Golf Professional:
City of Alameda California
The City o f Alameda is seeking Requests for Proposals to operate and maintain the
Chuck C ri aN Golf Complex. This 45-hole facility has consistently been among the
most popular within the East Boy, in terms o f 'recurrent players and in the number of
rounds generated annually.
Despite difficult economic tines and the current downward tread in the golf industry
itself, the Cori ca Gulf Complex averages 115,000 to 118,000 rounds per year,
generating present gross revenue f approximately $4 million. This provides an
eXcellent opportunity for a public/private partnership.
The City of Alameda desires to protect, preserve, and enhance this valuable community
asset. The successful respondent to the Request for Proposal FP will be
responsible for the management and operation of all courses including the pro shop,
starters, driving range, cam rentals, as well as all landscape and course maintenance.
The food and beverage section is under contract to a qualified provider; however,
options are available to respondents to propose incorporating this concession lease into
their responses in various, innovative gays.
Should you have any questions o r requests for further information, please contact;
Dale Lillard, Director
Recreation, Parks Golf Operations
2226 Santa Clara Avenue
Alameda, CA 94501
Phone: 1 747 -7570
E-- Mail, Iill.ard@6aIa eda. ar.0
Sincerely,
r
Dale Lillard, Director
Alameda Recreation, Parks Golf Operations
DL:bf
l nneda Recreation Parks
2226 Santa Clara Avenue
Alameda, CAfornia 94501 -4417
510.747.7529 o Fax 510.747.7566 TDD 510,522.7538
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City of Alameda California
REQUEST FOR PROPOSALS
FOR
THE RENOVATION, MANAGEMENT, OPERATION, AND
MAINTENANCE OF THE CHUCK CORICA GOLF COMPLEX
OCTOBER 2009
Table of Contents
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GENERAL INTRODUCTION
The City of Alameda, incorporated April 19, 1854, is located on the island of Alameda in
San Francisco Bay. The City of Alameda contains 22.7 square miles and serves a
population of 74,683 residents.
The City of Alameda Recreation and Park Department is seeking individuals, teams,
firms or a combination thereof, interested in renovating, managing, operating and
maintaining the -hole Chuck Corioa Golf Complex ("Complex"), located on Bay Farm
Island at 1 clubhouse Memorial Road, Alameda, CA. The operating Lease will include
all facets of the operations of the complex, excluding the food beverage concession,
which is operated by a private vendor under separate lease agreement, expiring in
2016, but including are assessment of such leases if respondent replies to selected
options offered in this proposal.
The City is seeking submittals that include a business plan for managing golf operations
and outside services; addressing all maintenance and capital needs; excelling at
customer service; marketing the golf facility; employing and sripervising all staff;
constructing facility improvements; and, most importantly, implementing strategies to
ensure the long-term success of the Complex*
Respondents to this Request for Proposal (RFP) must demonstrate substantial
experience in the development, management, operation and maintenance of golf
courses, as well as sufficient financial sustairnability to operate and maintain the
Complex during the terra of the lease. The lease agreement will be administered by the
City, under the direction of the Alameda Recreation and Park Department RPD).
The City anticipates that the Chuck Ccrica Golf Complex, which is currently maintained
by the City and managed under an interim third party management agreement, ill
feature excellent play conditions and continue to be operated as an accessible,
affordable user friendly public golf facility for players of all ages and skill levels in the
tradition of municipal golf facilities.
Term
It is expected that the Chuck eorica would be operated under a long -term lease,
maximum term 30 years, with ten year re-opener clauses at the election of the City. The
initial lease term shall be determined in pant by the capital improvement redesign
commitment made by the proposer. The lease w ill be renewable in term increments as
negotiated and mutually agreed by both parties. At the end of the lea elerm, all
ownership interest, including improvements, remain with the City of Alameda. The City
is interested in creating a sustainable, yet reneged vision for the complex during the
lease to rm
City Financial Requisites
All respondents must submit a proposal that includes a fee offer. The fee offer roust
propose the terms of a percentage lease, which will incorporate are annual guaranteed
minimum payment. A gradu ated paym ent schedule will be considered if offset by
RF P 1
significant capital commitment in the early years; and as the .course succeeds. The City
will consider a partial or full abatement of lease payments during the years the lessee is
performing capital improvements, ents, subject to negotiation and the value and extent of the
proposed capital improvements.
The contractor shall maintain and provide to the City monthly and annual operating
statements reflecting net operating income. Payments ents equivalent to 1/12 th the required
minimum annual payment shall be made to the City no later than the 5th of each month.
Additional required payments, if due according to the percentage lease terms, shall be
submitted within 30 days of the calculation of year -end gross revenues as defined within
the lease agreement.
In addition to lease payments, the lessee shall be required to male an annual payment
to a Replacement Reserve a Fund which will be utilized to male repairs to /replace City-
owned equipment and fixtures utilized by the lessee. This amount should be proposed
based upon the 30-year lease business ferias, and will be subject to negotiation.
Required Pre -Bid Meeting
There will be a required ors -site pre -bid meeting on Friday, November 6, 2009 at
9:00 a.m. Pacific Standard Time, at Alameda City Hall, 2263 Santa Clara Avenue,
Alameda, CA 94601, Room 391, All potential respondents must attend this re-
bid meeting,
Timetable
Responses ponce to this RFP are due and must be received in the ARPD office, 2226
Santa Clara Avenue, Alameda, CA 94501, no later than 4;00 .m,, Pacific
Standard Time, on Thursday, November 19, 2009, Responses rust be addressed to
the attention of the Director, Alameda. Recreation and Park D epartment.
Proposed Capital Improvements Redesign Plans
In addition to daily facility maintenance and repairs, the lessee shall be expected to
perform major capital improvements to the golf courses, driving range, and clubhouse
during the early years of the lease. Renovations to the golf courses may include a
partial redesign as referenced in the response options contained herein.
In 2008 the City commissioned the National Golf Foundation to create a [Master Plan
for the Chuck Cori ca Golf Complex. Please refer to this document at
www.ci.elameda.ca.us as a resource In relation to improvements; however, the
respondent is encouraged to consider this report as a base reference only.
Respondents are encouraged to propose individual plans based upon the options
contained herein, and the business plan models proposed in the response to this RFP.
FP
The following schedule has been established for this Request for Proposals:
RFP Release Date
Required Pro -Bid bleating
Deadline for s bmitfing Questions
Proposals Due
Interviews Scheduled
Operator selected
Lease Negotiations
City council Approval of Lease
October 21, 200
Nov 6, 2o9
November r 10, 2009
November 19, Zoo
December 9, 20
December 11 20
December 11 2009 to
F brf ary 26, 2010
March 2, 2010
Project Manager
This project will be administered by the City of Alameda Recreation and Park
Department. All questions or correspondence shall be addressed to:
Dale Dillard, Director
Alameda recreation and Park Department
2226 Santa Clara Avenue
Alameda CA 94501
Phone: (510) 747 -7570
Fax: 1 o 747 -7566
f
E mail: fi
COURSE BACKGROUND
Chuck eorica Golf Complex CCGC is an historically significant facility that opened for
play in 1 927. CCGC has long been the most active golf facility in the Bay Area; total
rounds played peaked at more than 240,000 in the late 1990s. Subsequently, rounds
played have fallen to 130,000 annually. Total revenues have decreased to
approximately $4 million, including net lease receipts from food and beverage contracts.
Total gross revenues peaked at $4.98 million as recently as Fiscal Year 2003 -04, and
reached $5.345 million in Fiscal Year 2001-02.
Chuck corica Golf Complex currently includes the following:
1 -hole regulation length Earl Fry Golf Course
18-hole regulation length Jack Clary Golf Course
9-hole par 3 Mif Albright Golf course
driving range
one -story clubhouse, including faro shop, storage rooms, men's women's
restro om x a administrative offices
FFP
Jim's at the Course Restaurant, currently operated under separate lease
agreement
golf cart barn
maintenance building
entryway and parking lot
In response to both declining rounds and revenues, the City issued a Request for
Proposal for an Operational Review of Chuck Cori ca Golf Complex in early 2007.
National Golf Foundation Consulting, Inc. was selected to conduct the study. This study,
completed in August 2007, lists additional background information for CCGC. Please
refer to the link to this report provided on the City website at www. i. for
information regarding existing conditions, recent historical op erating results, as a basis
for'revir of the facility.
PROJECT COMPONENTS/ SCOPE of WORK
The City of Alameda is seeking a professional golf management company to eater into
a long -tern lease with the City for the renovation, management, operation and
maintenance of the City's Chuck C rioa Golf Complex. Specific responsibilities with
respect to operations Programming, Capital Improvements, and Other Requirements
are outlined in this section.
Operation and Programmin
The lessee shall collect daily receipts and shall maintain and provide to the
City, on a "cash basis monthly and annual operating statements, including
payments equivalent to 1112 of the required minimum annual payment
negotiated under the option selected} no later than the 5th of the month.
Additional required payments, -if due according to the percentage lease terms,
shall be submitted within 30 days after the year -end gross revenues have
been determined.
The lessee may, but shall not be required to utilize the City's existing point -of-
sale technology, electronic tee sheet, and stand -alone accounting system.
Installation of a replacement system shall be at lessee's expense.
Lessee shall operate the Chuck Corica Golf Complex as a public facilit
consistent with standards of non-discriminatory inatory employment practices and
public access policies of the Cit of Alameda.
The Chuck Corioa Golf Complex shall be open on a daily bads, from dawn to
dusk, with the exception of closures due to inclement weather conditions as
determined by the operator.
Green and cart fees shall be subject to City approval and indexed to local or
regional competitive golf facilities of similar type and quality. Setting of initial
green fees shall be to the negotiation process, in partnership between
the City and the lessee,
The lessee shall be encouraged, but not required, to offer discounted tees
and/or special programs for Alameda residents, senior citizens and juniors,
Fn
and to practice yield management to encourage play during traditional slog
play periods.
The City expects the lessee to create and maintain a high quality golfing
experience for the public, and to implement customer service mechanism
hanism
that will enhance 'and maintain the satisfaction of patrons, including, but not
limited to ideas to promote faster speeds of play. These mechanisms rust
be outlined in the respondent's proposal.
Lessee shall also be responsible for:
a Formulating and implementing operating programs, business plans,
operating and capital improvement budgets;
0 Fero shop operations and cart rentals;
Player development programs, including Senior and Junior programs}
Soliciting and facilitating tournament play, league play and outings.
Organizing starter services, course marshaling services and tee time
reservations;
Maintaining buildings, grounds, and the golf course to mutually agreed
upon standard specifications as defined in the long term lease;
Managing and overseeing golf course security.
The City shall retain responsibility for the following.*
Administration of all terms and conditions of the lease;
Monitoring and evaluation of compliance with regard to its terns;
Approval of any and all modifications or alterations to the facility.
Course s
Green and cart fees shall be subject to City approval and indeed to local or regional
competitive golf facilities of similar type and quality. Stting of initial green fees shall be
subject to the negotiation process and partnership bet the Ci and the lessee.
sigag
The lessee shall be required to prominently display signage at Chuck Coria listing all
prices, rates, hours and days of operation. The placement, design, and contents of all
slgnage are subject to the City's prior written approval. All signage rust meet City sign
codes. If the lessee desires to change golf course logos, the proposed change must b
approved by the Director of Recreation and larks.
Pro Shop
Golf course operations shall include the sale of golf merchandise, supplies, and
equipment from the pro shop. The lessee shall be expected to purchase all existing pro
shop inventory and equipment at the commencement of the lease tern.
Staffi
The lessee shall be required to have a sufficient number of staff available on the' CCGC
during regular operating hours to ensure proper operation of the golf course. All staff
FP
must wear clothing that is identifiable to the lessee a nd/or to the City as required in the
lease terms and conditions.
Proposers shall submit a list of the key personnel to be assigned to the Chuck Corica
Golf Complex. Proposers shall also submit an organizational chart in their response. As
applicable, respondents must meet all state and local laws. Proposers may also include
plans, if any, for interviewing existing or previous city maintenance staff assigned to the
golf course for possible retention or rehire.
Community Programming
The City encourages respondents to incorporate a community programming component
into their proposal, such as youth outreach programs, discounted/ free concession
services, special programs accommodations odations for -senior'citi ens and persons with
disabilities, and golf scholarships for youth in need.
The City expects the lessee to develop and promote a ,Junior Golf Program and
encourages the lessee to cooperate with local school golf coaches and 'athletic directors
to establish a schedule to accommodate school athletic programs,
The City of Alameda reserves the right to host a number of annual events at the Chuck
Corica Golf Complex, including benefits and other non-profit or public events. The dates
of such events shall be mutually agreed upon by both parties, and shall be reserved in
writing not less than go days in advance.
Equipment
The transfer of existing maintenance and other equipment shall be an item of
negotiation between the City and the lessee and may require the lessee to assume
existing leases or to purchase City-owned equipment including assumption of the
existing golf cart base, which includes 12.0 carts at a cost of $106,536 per year
terminating in 2011. The carts shall be m intained in good working order, and cleaned
on a daily basis. Lessee shall provide and maintain all equipment necessary for the
successful operation of the golf course complex.
All capital improvements and fined equipment become the property of the city upon
installation, if so negotiated in the lease. The lessee shall also be required to supply all
additional non-fixed equipment and materials necessary for operations. Proposals
should differentiate between fined equipment and personal expendable items.
i',es
The lessee shall be required to pay for any and all utility costs connected with the
operation of the CCGC, including water /sewer at the clubhouse, cart barn, and
maintenance shop. These utility costs include all water and sewer charges that the City
assesses for usage.
.drought and Water Conservation Issues
The lessee shall be required to adhere to all City directives and restrictions as imp
by East Bay Municipal Utility District. In responses, proposers should include any plans
FP
to employ methods and equipment which will conserve grater, including any plans to
upgrade or test the performance of irrigation equipment and the pump station in order to
maximize efficiency, eliminate uncontrolled releases of grater from water retention
structures, regularly check for, and remedy leaks in a timely fashion. Lessee shall
schedule watering around peak evaporation times.
Golf Course Maintenance
The lessee shall be responsible for year -round pruning, landscaping, maintenance, and
all general grounds maintenance of the site, 'The lessee shall be expected to provide an
adequate number of annual and seasonal staff: in order t maintain the golf courses in
excellent physical condition and appearance. Respondents should include in the
proposal detailed plans for course maintenance, staffing, anticipated turf care programs
such as aerification, fertilization, fungicide, seeding, sodding, etc., as well as year -round
course maintenance schedules.
The lessee is required, at its sole cost and expense, to maintain and operate the golf
facilities in good and safe condition, and in accordance with industry standards. This
includes the maintenance and repair of all courses; all interior and exterior structures;
building systems; utility systems and connections; sewer systems and connections;
equipment; restrooms; paved areas; course features; landscaping and natural areas;
fencing; lighting; sidewalks; vaults; gutters; curbs; and fixtures. To ensure City's
satisfaction with said compliance, 'the lessee shall be required to provide the City with
full and free access to the CCGC at all tines.
The lessee shall be expected, at its sole cost and expense, to operate and maintain the
existing irrigation system in good and working order. This shall include the repair and
replacement of all equipment and material as needed, including but not limited to the
booster pump system, lake lift pump system,, electrical system, computer system,
irrigation heads and lines, pump house structure and all other associated equipment
and material in accordance with operation and maintenance ,manuals. The lessee shall
repair any leaks, replace any damaged or missing irrigation heads, and ,maintain all
equipment and pump houses in a clean and orderly manner. In addition, the lessee
shall maintain the grounds and overflow structures, ,maintain therm free from algae,
debris and trash, and ,crake any repairs as necessary. The lessee shall, at its sole cost
and expense, retain services of qualified technicians and service firms to fully comply
with all provisions of the irrigation system's operation and maintenance.
The lessee shall be responsible for, at its sole cost and expense, clean -up and removal
of all waste, garbage, refuse, rubbish, and litter. The lessee shall be responsible for
,maintaining the parking lot in a clean, neat, litter- and debris -free condition. The lessee
shall ,maintain all signs and structures in good condition and free of graffiti.
The lessee shall be responsible for, at its sole cost and expense, thoroughly maintaining
the perimeter of the course, including providing for the timely removal of all litter and
debris, tree pruning, and sidewalk and fence maintenance, repair, and replacement. All
,maintenance responsibilities include perimeter and sidewalk areas. Therefore,
RFP
respondents should include in their proposals detailed plans for perimeter and sidewalk
maintenance.
Horticultural Improvements and Tree Maintenance
Th city seeks proposals that will improve the horticultural amenities at the Complex.
The lessee shall be expected to establish planting areas for flo wers, flowering shrubs,
and flowering trees at strategic locations throughout the CCGC, such as the entrance to
the course, areas at or near the clubhouse, along the course perimeter, and at the tee
bo5(es where necessary. Proposers shall submit detailed plans for horticultural
improvements, including proposed locations and designs, as well as the types and
approximate quantities of flowers, flowering shrubs, and flowering trees proposed for
each planting area, subject to the City's prlor w ritten approval. The city shall view
favorably plans that use native plants, protect natural areas from d isturbance, and
maintain natural wildlife habitats.
Trees shall not be cut or removed from the Complex without prior written approval from
the City. The lessee shall be required to prune the trees on the Complex as needed;
however, all pruning shall be subject to the City's prior written approval. Any pruning or
trimming must b e performed by a licensed arborist pre approved by the city. The lessee
shall be responsible for ,maintaining /removing /replacement of any tree. that y be
affected by unforeseeable infestation in the future.
Environmental Cons wi do ns
The city encourages the use of environmentally sensitive equipment. In proposals,
respondents should state whether they intend to install products that have the Ener
Sta seal of approval. Energy Star prod ucts can be found at: h t ww w. energystar. o
The City also views favorably proposals that include plans to use "Green Seal" eco-
friendly products such as soaps, cleaners, light bulbs, paper towels, toilet paper, and
paint. A list of "Green Seal" certified products can b e found at
fp.° A1 WW. ee nse, 1,Q1fi da r Q du ct�mdex. qfm In proposals, respondents shou
state whether they intend to utilize or install "Green Seal' or other environmentall
friendly products, devices, or methods for cleaning and operational purposes.
Respondents should also state in proposal's whether they intend to utilize or install
energy efficient compact fluorescent light bulbs CFLs
Public Safety
The lessee shall be required throughout each o perational year to take all measures
necessary to provide a safe environment for the public at the Complex_ proposers
should outline in proposals techiques to address any perceived public safety concerns
at the golf course, such as d aily inspections of equipment and perimeter fencing, etc.
The lessee shall be required to comply with all national safety guidelines including
Federal, State and local lavers, rules and regulations related to the renovation, operation
and ,maintenance of the Complex.
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Securit
The lessee, at its sole cost and expense, shall be responsible for all security at the
Complex, and shall provide a 24 hour -a -day security system in accordance with plans
approved by the City, as required in the terms of the lease.
Inspections, LiqWdated Damages
City Inspectors shall visit the Complex unannounced to inspect operations and ensure
proper maintenance. Based on inspections, the city may issue directives regarding
deficiencies the lessee shall be obligated to rectify in a timely fashion. violations of the
terms of the lease agreement may also result in the assessment of fines which, if not
paid promptly, may be deducted from the lessee's security deposit, as negotiated in the
lease terms and conditions'.
If the lessee fails to-provide the cleaning, mainteriance, and operational services
required by the lease agreement, the City shall notify the. lessee in writing, and the
lessee sha11 be required to correct such shortcomings within forty -eight hours of
receipt of such notice. In the event that the lessee fails to cure the violation, the City
shall send the lessee a second written notice. If the lessee fails to cure the violation
within forty -eight hours of receipt of the second notice, City may, at its option, in
addition to any other remedies available to it, require the lessee to pay liquidated
damages from the date of the second notice, with respect to each violation of the lease
agreement, until the deficiencies have been corrected, as required by the lease terms
and conditions.
Capital Improvements and Investments
The successful respondent shall be required to male all necessary repairs a t their sole
cost and expense. should the lessee elect to undertake a capital project under any of
he options contained herein, an asbestos inspection performed on the facility prior to
the commencement of any construction shall be required. In the event that asbestos
removal is deemed necessary, the lessee shall remove the asbestos according to
Federal, State and local regulations. The lessee shall. also he required to provide a
construction security deposit in an anent and format approved by the City, to ensure
that all capital work is completed This deposit, preferably in the form of a letter of credit,
rust be in place before any capital improvement work may commence.
The City makes no representations regarding the adequacy of site utilities currently In
place at the site. The lessee shall be required to connect to and/or upgrade any existing
utility service or create a new utility system, and obtain the appropriate permits and
approvals. The lessee shall be required to pay for any and all utility costs connected
with the operation of the Complex during the terra of the lease. These utility cosh
include paying all grater and serer charges that the City assesses for water usage.
In addition to dally facility maintenance and repairs, the lessee may be expected to
perform major capital improvements to the golf courses, driving range, and clubhouse
during the early gears of the lease, based upon the option(s) selected herein.
Renovations to the golf courses may include a partial redesign.
rF
The City shall weigh capital investment and design in its evaluation process. For more
information, please see the "Evaluation and Selection Process" section of this I FP.
Therefore, in responding to the options contained herein, please describe all intended
capital work and provide cost estimates in proposal submission. In addition, please
include a detailed capital /design timetable which clearly outlines proposed
improvements and the anticipated conmmen ement and completion dates for such
improvements i.e., the expected duration of each improvement). All capital work by the
lessee shall be completed in such a manner so as to create a minimum amount of
interference with golf course availability to the public. Finally, .please indicate whether
the business plan accounts for environmental considerations in its capital improvement
and maintenance plan.
All capital improvements and fixed equipment become the property of the City upon
installation, as negotiated in the leaser Proposers should be are that the Complex
shall be operated pursuant to this lease. In the event the lease is terminated for cause,
the City shall not consider proposals for reimbursement of lessee's unamorti ed capital
im proveme nt cost as o f the date of te
Other Requirements During Term
e The lessee shall be required to submit a security deposit of at least 25% of
the highest years guaranteed minimum lease payment., This security deposit
shall be due upon signing.
a The lessee shall be required to carry P Commercial General Liability Insurance
in the amount of $5,000,000, Employer's Liability Insurance in the amount of
$1 ,000,000, Property Damage Insurance in the amount of $5,000,000 and
statutory limits of Worker's Compensation and Disability Insurance. All
policies other than Employer's Liability, Worker's Compensation and Disability
must name the City of Alameda as an additional insured. Fire and extended
coverage equal to the replacement value of the structures shall also be
required, with the City named as sole insured. Proposers are on notice that
the City may require higher~ liability limits if, in the opinion of the City's Risk
Manager, the proposed -program warrants it.
The lessee shall be required to submit monthly statements of gross and net
receipts from all categories of income in a format approved by the City. At the
end of each operating year, the lessee shall be required to submit a detailed
income and expense statement for the prior year's operation. The lessee shall
be required to maintain a revenge control system to ensure the accurate and
complete recording of aII revenues, in a form and manner acceptable -to the
city.
The lessee shall be responsible for maintaining and cleaning public re trooms
at the site on a schedule approved by the City.
The lessee shall be responsible for regular pest control inspections and
extermination. To the extent that the lessee applies pesticides to any property
owned or leased by the city, lessee or any subcontractor hired by lessee
F FP 10
shall comply with the City of Alameda A dministrative Code and limit the
environmental impact of its pesticide use.
The lessee shall be required to cooperate with the City during special events
and other unanticipated eventualities.
Smoking in any building is s ri tly prohibited. The lessee shall b required to
adhere to and enforce this policy.
The lessee shall be required to retain a professional California State licensed
engineer o registered architect for design and construction of proposed
capital work, including project management of the construction project
through completion. This supervising architect or engineer shall be required to
ensure that all construction conforms to the plans approved by the City
Engineer. proposers shall be required to submit the architect's or engineer's
q ualifications to the City Engineer for approval.
The lessee shall be required to pay all taxes applicable to the operation of the
golf facilities. Gross receipts shall exclude the amount of any Federal, State
or local takes which are paid by the lessee.
For any vehicle fuel dispersing tanks or underground heating oil storage
tanks exceeding 1,100 gallon capacity, the lessee shall be required to
maintain up-to-date Petroleum Bulk Storage "PBS" registrations with State
Department of Environmental Conservation "DEC" and register such tanks
with the DER The lessee shall assume all registration and update costs. The
lessee must retain a copy of the PBS Certificate on site and provide copies to
the City Engineer and Risk Manager. The lessee shall be required to perform
or have performed a tightness test conducted at least once every five years,
to comply with City monitoring leap detection checklists for the tank(s) and all
other legal requirements. Any changes, removals or additions of tans gust
be pre approved by City.
The lessee shall be required to comply with all laws relating to recreational
access for persons with disabilities. The lessee is encouraged to exceed
accessibility requirements whenever possible, and not simply provide the
minimum level required.
The lessee shall be responsible for golf coursemembership costs into the
Northern California Golf Association and United State's Golf Association.
T0N
The City desires to leverage the Complex as an asset and, in that regard, has outlined
several management and operational lease options which may be considered by
respondents to this RFR Proposers may respond to any or all of these options;
however, in each case detailed information on the following components must be
included: capital investment; rate of return; management fee; City profit share or annual
fee payment; staffing; operational programs; maintenance budget; replacement reserve;
and proposed lease terms and conditions.
FFP -11
Option Present course Conficiuration /capital Renovation
Responses to this option should include the aforementioned components in a business
plan that retains the existing course configuration of two 2 18-hole courses, and a rear
three 3 executive course. This option requires a capital infusion to return the Comple
to full `operational readiness" commensurate with comparable courses in the area.
Respondents may indicate the level of capital improvements in this option that.
maximizes revenues. A phase -in schedule of improvements should also be included.
This option assumes no change to the existing restaurant lease.
Op tion Two Regulation 18-hole Courses /close Executive Course/Car)ital Renovation
Responses to this option should include the aforementioned components in a business
plan that retains to regulation courses only, and infuses capital -to renovate both
-regulation courses to full "operational readiness" commensurate with comparable
courses in the area. Respondents may indicate the level of capital improvements in this
option that maximizes revenues. A phase -in schedule of improvements should also be
included. This option assumes no change to the existing restaurant lease}
Op tion C: Two Regulation 18-ho-le Courses /Close Executive Course /C ital
RenvationFestaurant Lease Buy -out
Responses to this option should include the same information as option B; however,
the financial and capital components should include a buy -out of the existing restaurant
lease; upgrade of the restaurant facility; proposal for replacement restaurant
concessionaire, including enhanced amenities in restaurant services.
Op tion One Regulation 18-hole Course/One Regulation 9-Hole and One Par -3
courseFesturant Lease Buy-Out
Responses to this option should include the aforementioned financial and capital
components, including a buy -out of the existing restaurant lease; upgrade of the
restaurant facility- proposal for replacement of the restaurant concessionaire, including
enhanced amenities in restaurant services. The Complex should include a combination
of three regulation 9-hole courses, and a short 9-hole, par 3 course suitable for senior
and teem play. A re- design or reconfiguration of the course may be necessary for this
option.
Lion E; Comprehensive Complex Renovation and/or Reconfiguration of
alt Cotirp-
responses to this option assume a major complex replacement and renovation by
proposer which may include any or all of the following; any course configuration or
combination thereof from options ,'h c, D, or one uniquely proposed by respondent;
buy -out of restaurant lease; replacement and/or renovation of restaurant facility; and
inclusion of an innovative or creative use of facilities, grounds, courses or combination
thereof which re- position the Complex as a premier facility and island destination for
RFC' 1
recreational and open space amenities. All financial and capital components, previously
referenced, must be included in this option.
SUBMISSION off' PROPOSALS
Proposal Submission lnstructians
All proposals must meet the content requirements and format guidelines listed below in
the "Proposal Content Guidelines" section. The complete proposal shall be submitted b
the due date in a sealed envelope marked "Proposals to the City of Alameda for the
Renovation, Management, Operation, and Maintenance of the Chuck Corica Golf
Complex A total of ten 10 copies of the proposal shall be submitted in a sealed
envelope, which details the business name, business address, and contact person of
the respondent.
All proposals must be received in the city of Alameda Recreation and Park Department
by Thursday, November er '19, 2009 at 12:00 p.m, No proposals shall be accepted after
that tine. land delivery before the deadline is recommended. Proposals received
after the time and date listed above shall b returned to the proposer unopened.
Proposal Content Guidelines
Proposals shoul include the following:
A letter of interest containing relative information such as experience in
providing like services, background of the firm, and resumes of the principals
involved.
Additional material such as brochures and photos, promotional material,
references, and supplemental graphics, applicable to the content of the
proposal.
0 signature by n individual authorized by the firm or partnership.
Each proposal submitted must include the following components:
Fee Offer
All respondents must submit a proposal that includes a fee offer. The fee offer must
propose the terms of a percentage lease which will incorporate an annual guaranteed
minimum payment. The City shall consider a partial or full abatement of lease payments
during the years the lessee is performing capital improvements, subject to negotiation
and the extent of the proposed improvements.
The contractor shall maintain and provide to the City, on a "cash basis", monthly and
annual operating statements, and payments equivalent to 1112 of the required
minimum annual payment ent made to the City no later than the 5th of the month. Additional
required payments, if due according to the percentage lease terms, shall be submitted
within 30 days after the year -end gross revenues have been determined.
In addition to lease payments, the lessee shall be required to male an annual payment
to a Replacement Reserve Fund, which shall be utilized to make repairs to /replace City
RFP -1
owned equipment and fixtures utilized by the lessee. This amount should be included in
the responses to the selected option, but is subject to negotiations.
Capital Improvement Golf Course Redesign Plan
In addition to basic {facility maintenance and repairs, the lessee shall be expected to
perform major capital improvements to the golf courses, driving range, and clubhouse
during the early years of the lease. Renovations to the course may include a partial
redesign of the golf courses, based upon the option selected. Proposers must submit a
detailed conceptual proposal for these improvements to include timelines and cost
estimates.
Operations /Business Plan
Proposers must provide a detailed operafons business plan for the future operation of
Chuck Conca Golf Complex to include, at a minimum, the operations and maintenance
elements described in the "Project Components /Scope of Work" section of this RFP
under "Operations Programming". Proposers should include an estimated number of
full -time and seasonal employees respectively, and the positions these employees will
fill.
Operating Experience Minimum Qualifications
Proposers should submit a resume or detailed description of the proposer's professional
q ualifications, demonstrating extensive e perience in the renovation, management,
maintenance, and operation of golf facilities. Include the names and addresses of all
corporate officers of the entity submitting the proposal.
Proposers must include a list of at least ten 1 professional references associated with
municipalities that can attest to the proposer's experience and qualifications in the
management and operations of municipal courses. References must be able to describe
such natters as the proposer's financial 'and operational capability. Include the name of
the reference entity; a description of the mature of the listed reference's experience with
the proposer; the name, title, address, and telephone number of a contact person at the
reference entity.
Proposers should attach a list of all golf facilities managed /leased in the last ten years,
including current contracts. Include: the name, type (municipal, daily fee, private), and
location of the facility; a description of the nature of the business relationship with the
facility; and, the length and current status of the contract.
Proposer must possess:
minimum of tern o years experience in the following golf related fields:
a Pro shop operations, including driving range
Merchandise sales
Golf cart operations;
Class A PGA Golf Professional to manage and operate the pro shop;
FP 14
A competent record of employment or history of contract service in the
operation of similar golf facilities as verified and supported by references,
letters, and other necessary evidence from all employers, public or private.
Financial Capability
The proposer should have a demonstrated record of financial capacity and sustainability
commensurate with the obligations contemplated under this RFP.
Proposals should include;
Three years of financial statements or statements larepared in accordance
with standard accounting procedures documenting this financial capacity;
Supporting documentation of their financial net worth, including but not limited
to certified financial statements; balance sheets, which include both liquid and
non liquid assets; net operating income statements; tax returns fr the past
five 5 years.
Proposers should identify the intended source of all funds proposed to be invested 'in
the facility. if this information is proprietary, it must be identified as such and marked
accordingly in the response to the proposal.
EVALUATION AND SELECTION PROCESS
The City is interested in selecting a qualified firm with the ability to maximize net income
to the City; undertaking a major capital improvement plan at Chuck Corica Golf
Complex based upon response to the option(s) selected; providing a well maintained
golf facility and a quality, affordable golf experience for the residents of Alameda.
selection team shall evaluate the proposals submitted and rank each firm's proposal
according to the established criteria and respective assigned Freights outlined below.
Based upon this evaluation, the City may choose to conduct oral interviews with two or
more firms to clarify proposal or qualifications. The City shall then enter into
negotiations with the top ranked firm. if these negotiations are unsuccessful, the City
may undertake negotiations with the second ranked firm. This procedure shall, at the
City's discretion, continue until a final lease agreement is executed.
Proposal Evaluation Criteria
The following criteria shall bear significant weight in the selection process. Experience
and capabilities ,Trust be verified and documented.
e Experience in municipal golf course operations;
Experience in ,Waster planning and executing large-scale golf course capital
improvement ent projects.;
Fee pro posal;
Proposal for renovation/redesign of Chuck Corica Golf Complex based upon
the options selected;
Financial capacity and su tainability;
F P 1
Ability to provide golf course, building and grounds maintenance, tee time
services, retails sales, and golf instruction;
H istory of customer service, and approach toward measuring and achieving
customer satisfaction;
History of compliance with obligations and responsibilities assumed at similar
operations;
Proposed management team and staffing levels;
Ability to offer expanded market potential for the Course.
ciw RESPONSIBILITIES
The City shall provide potential lessees with:
Appropriate background material related to current and recent historical
operation of Chuck Corlca Golf Complex,. including budget and staffing lords;
Additional documents such as site naps, photographs, aerial photos, and
diagrams;
Logistics for required -meetings or interviews.
This project shall be administered by the City of Alameda Recreation and Part
Department. All questions, correspondence, and information requests should be
add r ssed to:
male Lillard, Director
Alameda lereatin and Park Department
2226 Santa Clara Aven
Alameda CA 94501
Phone: o 747 -7570
Fax: (51 0) 747 -7566
Email: d1i11ard@LC-i.a
CITY RIGHTS
The City of Alameda reserves the right to postpone, amend or cancel this RFP or to
reject all proposals if, in its judgment, it deers it to be in the best interest of the City.
The City shall not be liable for any costs incurred by proposers in the preparation of
responses or for any work performed in connection therein.
Technical addenda issued by the City shall be the only authorized method for
communicating and clarifying information to all potential proposers. Proposers should
contact the Director of Recreation and Parks before submitting a proposal to verify that
any and all addenda issued has been received. Proposers shall acknowledge the
receipt of any addenda in the proposal submission.
rFP 1
HE GENERAL EQU EMEN s
Hold Harmless Provision
Indemnification:
Lessee shall indemnify, defend, and hold harmless City, its City Council, boards,
Comm fissions, officials, employees, and volunteers ("indemnities") from and against any
and all loss, damages, liability, claims, suits, costs and expenses whatsoever, including
reasonable attorneys' fees ("claims"), arising from or in any manner connected to
lessee's negligent act or omission, whether alleged or actual regarding performance of
services or work conducted or performed pursuant to the lease. If claims are filed
against indemnitees which allege negligence on behalf of -the lessee, lessee shall have
no right of reimbursement against indemnitees for the costs of defense even if
negligence is not found on the part of lessee. However, lessee shall not be obligated to
indemnify indemnitees from claims arising from the sole or active negligence or willful
misconduct of indemnitees.
Indemnification for claims for Professional Liability
As to claims for professional liability only, lessee's obligation to defend indemnitees as
set forth above) shall be limited to the extent to which its professional liability insurance
policy provides such defense costs.
Insurance
On or before the commencement ent of the terra of the lease, lessee shall furnish City with
certificates shoring the type, amount, class of operations covered, effective dates and
dates of expiration of insurance coverage. Such certificates, which do not limit lessee's
Indemnification, shall also contain substantially the following statement: "Should any of
the above insurance covered by this certificate be canceled or coverage reduced before
the expiration date thereof, the insurer affording coverage shall provide thirty 3 days"
advance written notice to the City of Alameda by certified mail, Attention: Risk
Manager." It is agreed that lessee shall maintain in force at all tires during the
performance of the lease all appropriate coverage of insurance required by the lease
with are insurance company that is acceptable to the City and licensed to do insurance
business in the Mate of California. Endorsements naming the City as additional insured
shall be submitted with the insurance certificates.
Coverage
Lessee shall maintain the following insurance coverage:
Workers' Compensation and Employer's Liability
Worker's er's Compensation coverage with statutory limits as required by the Mate of
California. Employers Liability coverage with limits of at least $2,000,000.
FP 1
General Liabilit
Commercial general liability coverage in the following minimum limits:
Bodily Injury: 1 million, each
occurrence
$2 million, aggregate all
other
Property Damage: $500,000 each occurrence
If submitted, combined single limit policy with aggregate limits in the amounts of
$2,000,000 shall be considered equivalent to the. required minimum limits shown above.
Automotive
Comprehensive a to otive liability coverage in the folfov in minimum limits:
Bodily injury:
Property Damage:
Combined Single
Limit:
$1,000,000 each
occurrence
$2,000,000 aggregate
$500,000 each occurrence
Limits in the amounts of
$2,000,000 shall be
considered equivalent to
the required minimum
limits shown above.
Professional Liability
Professional liability insurance, which includes coverage for the professional acts,
errors, and omissions of lessee, in the amount of at least $1 00.
Subrogation Waiver
Lessee agrees that in the event of loss due to any of the perils for which it has agreed to
provide comprehensive general and automotive liability insurance, lessee shall look
solely to its insurance for recovery. Lessee hereby grants to City, on behalf of any
insurer providing comprehensive general and automotive liability insurance to either
lessee or City with respect to the services of lessee, a waiver of any right to subrogation
which any such insurer of said lessee may acquire against City by virtue of the payment
of any loss under such insurance.
Failure t Secur
If lessee at any time during the term hereof should fail to secure or maintain the
foregoing insurance, City shall be permifted to- obtain such insurance in the lessee's
name or as an agent of the lessee and shall be compensated by the lessee for the costs
of the insurance premiums at the maximum rate permitted by law and computed from
the date written notice is received that the premiums have not been paid.
RFP 18
Additional Insured
The City, its City Council, boards and commissions, officers, employees and volunteers
shall be named as an additional insured under all insurance coverages, except any
professional liability insurance, required by the Pease. The naming of an additional
insured shall not affect any recovery to which such additional insured would be entitled
under this policy if not named as such additional insured. An additional insured named
herein shall not be held liable for any premium, deductible portion of any loss, or
expense of any nature on this policy or any extension thereof. Any other insurance meld
by an additional insured shall not be required to contribute anything toward any loss or
expense covered by the insu provided by this policy.
Sufficiency of Insurance
The insurance limits. required by City are not represented a s being sufficient to protect
lessee. Lessee is advised to confer with its insurance broker to determine adequate
overage for lessee.
FI 1
APPENDIX
A Course Map
B Present Management Contract
C. Existing Clubhouse Restaurant Lease
D. Existing Banquet Lease
E. FY08-09 Projected Fund Balance Sheet
F. FY09 1 o Ope rating Budget
FP 20
ir
NOR T
H
Ma Legend:
=Clark (South) Course Green
Fr (North) Course Green
Toi I et fac i I ities
Awl
f!
N 7
IF
B.1
COINSLIJANT AGREEMENT
THIS AGRE ;T .t.ENT entered into this w'h day f December by ati
€wren C O LATvf A a municipal o on horeina t. r rtfie to a
y .1�n, er 4 c; t•t �t �O .e:slt grp r ett:i i
i+M+F5Fk5iri NN �h"M"�� 'iMh NFV.tw+.i4wiYn Y w+xwaF ii•.+i -.T
e t t.ro .l r t:t sole propr ietor, ir.rdi icival whoso address is 500 Skokie
i :e i fio tt _b (�0 her i��after referr t .a onsult.��I�t �i ��ad i�t
u ..w_. _m
.ai _f r nce to tie. oflowing
RELIT
A 1(y is rr..muiii i -pat ar oral.io d uty or clanized -md Va ic1.t xi s u ng und or
the taws of the Strite of al.ifornia th ffie power to carry on its bums 41S it is now
being conducted und- er the s tatutcs of tho fat f taRt"O.rniki ian d fl ',barter• Ofthe c1ty.
B. C aItaut is st) e o ia 1'l y traiii ed, p crien c e.d -an d c;om p e. t en t to pear fo rm t?r
special set vie hicr.i1 will ba r :qu1 -:r -d t.h i r ill ,t; tied
C. Coil 3111. I: .at 1) QS's-ess u, 5 1 .k ii1, e xpo ri an ce, Ibli.it b�icka-rouad,
rti, .6 radon kind kii oNOe.d�., e t o p ro vi de (h c s vices (fes eri1)cd iii th -i s Agre gimen o thQ
terms and contlifions described hemin.,
D, City �md C ou,�uiCaiit -sire to enter Iiato xi, agree m ou t for
�c)ursr L� C.M en I r�upo.n Uj c t ei and c oil d-1 ti o 11S hero
N W.,11JER EFO.t ..E R i's mutually agreed by and between th undevi'si iie
.anti. followsA
h c ferm of Ui ts A gi e n steal I c orn i neuc e wi the 4,22` -d a y ol'" ccj g a;, t,
2008, and 1t t r 4i -.it o th da C e n)bor 2009, uric s t _�t imate ar I i or
a s- fbrt.1i h r ii.i.
nsilltmt. shall Perfortn each 2-nd evexy sary ic set farth in Ex i 1 vv ich is
attit feed 'h r to and me r. o.rrated fit-rein by this reference,
3. 'CONIPENSATION TO CONStILTAW:
C misuIt mit s halt b e o ompen s at od fib 8 ery i ces p cr foimied pursuant to cIII
A,67 re .mcat i (lie an- norm -i s t. lb r i n E t,t ibi N lr.i c h 1. s ntti d lie reto acid
11WO.FP OT t t (1 h ereffl by this r c o r enc ftym n t sb a.tl be mad c' iii on t.b
tregisury of the City, to 'bo taken ftom_ the G tf Eu c .Fvt_id
4t 'S. l ME, IS F TI.f E ES S EN C'
onr u f.a n t and pity ii a re e 11 ia t tx11) c i S of f1 e essence regar i Rg th P C.T. Forman c e o
B.2
this re m nt
onsulUint agre es #a Cerro i ti l ervic s .h re -und cr is a man.ntr c. ommausu
:itli th prevail ing stau d ard s aflike� fOssionats a Ili c San.1" av Ar
a grccs that all sci shMt be performed med F qtudfied and
are riot wgflo d 1)y t City nor have a coo- itradua] elatiol'ts11,J) Mth ("Ity..
6 1. N DE FE N1) V NT
i.ty land. C011suIL1.11L ill that the m1aflorsbip b twe .n. t m c reated b thi
Agm,p.a It 1 S UM 0 f emlpIOyer -ia pertdoat 1i. tractor. The m.a]a ier and mea -11 f
co ndu -cdiig the w ork a re tin d ar th a c o tro.1 of C o11su1.ta lit exCq)t 't0 'th a e t eat they ilk'
fimited by siatutc, rule or regul-c-ajon xid the express temps o fltiis, Agme gent. No civil
se stair. 1 o. 11.0 i qiY e jj 3.f` �()r�..�1.11.t xIV,
ar i.cc N'O of the benefits provided by City to it s aniployeds, i-Tidudi-D8 b 110t-
bim to, unern- loyment ill urallr c, workers comp ll afioil 1������s� and sick
Jeave are awii I tblc from— Ci y (o Consult= t,: its employaes or ag nt Dccluctions di not
b e vial e foi my s t T devi d t ax q I C aym onIs� PE R S 1)ayl )01)1 S 0r ather
os normally associated t11 pIoy em r .1at1.o shi From cin m du
r uIta t aymej..I s O.f d 10, ab0 ve xt ins., if roquired, are t4crespon Ibfli13y Q F CO j L�� r ?t.
6- E 1.MI G RAT f N R .i...`.J A 1; T M" 4. 0 N T kV A T (TR 4IA)
a.5ultant wits my and ]I r s1)onsi b Hity for. v ri i.ng th a identit y al1d
I opm ent utho iz a ti of all of v 3bn -p y e s p erformin rk 1)ormi d r•�
pu raw at to X11 app IIoa o IRCA or o th. Ce ti ara or state rules a n d re gu I afi -o n
o i is u I Ut nt .s haI1 -ndej :nify m hoi d Oi t nnins from and ag fui ns t. any lo dum. e:,
liability, costs or (ixpe as s ar sin ,firm mly.nomorupfiati.ce of' this prowgi i b
11 Si St e 1.1t W 1 th City's p0]i Oy that hwiwmen t and di scri.m.1 n a on a re u ria c c ep bib I
emp10yor e.r. p a Yee 0 ondu'l '0w 1 tan t agr us tha t: Iiafas m ioat or d Ismimiml 'Imi di re d.
to w ard a j b ap plicant, a C ity e m p I o yee, ar &i citi zen b C n: u.itanit o r 0 0 11 g 11 1taat
e mployee or s ubcantractor oji the 1 .'Ctsis of race, r -li it) us- x d, color, nti tit wi a 1 on gin,
nc aq, hands p, di abill Jivaiud st atus, pr TI ,y Sex a or Se X. t1 "1l rientM ion
w cwt b e to Iorated. C oii. suI(ant ag ti)z�� ally and al rri o I -a tioris of this p ro vi s ion s h
8. 41OLD HARMLESS.
o cction 7 l 1 of Rx Ed bi t A.
9. INSURANCE.
Sel o S e cd on 1. 1 f_ of Eklij it A.
06j1Q! a
COU StUA WT
B.3
1 CONFLICT OF INTEREST
onstittanL w an- ni i tliat it 13 110 t a C ontl -ict of i. i iteres t fib r Co mow Itant to parforui
the servizes requirecl y this gree ent. Consultant ay be required to fi I I out a ctm lic.t
IiIIt re t:.�o1.111. If th 'sor i os rovi under this Agree�� ent -r g td. r CO �It -111( I illa
tovc anta e .ision o.r serve in taffca a �t as der.1 d in T D iii s ion
Sea0 on 18700 oI the_C:afifi rnia Code ofReg i-lit.l011:
C a trltax t. sl l'1 assign, ublease, h c :at o �Irax s F thi, `ce'T' ent,� or•
an �r t t. c.�i it r. t y i �li�' tly, b pc�r; t% r t f .t' c t F rxt}� t i i
4
written c as ent :ity. A ny atw imp t try do so wi thou( said consmit s hall 1) 0 11U.11 'Itld V 0i (1,
oLiad any assignee, su b lessee, hyp t ecate or transferceshall acquire. rko ri -glut or Int m t by
reason o uc ei aemp ted a sigm ..tit, kvpotheca 6 on or tr(ans1l'er.Flo w+ ver, 0 a1m s .l`or
mon ey by C onsuItant fro.m C ty under thi s A gi' e.mem m ay be z)ssi med t a Lm alc trti .t
om arty or othe t 'ia f �s .tti. t. L its c t dor' w Tact« S m1, Writtr 11 110 t i C 0 0f
`u h a sjgnroerit s t ralI b e p ro ii ptt f rrn -sli to Clay by C 0.11 a1.t "a11t.
he s ;d e g wq aj g x.inent, tra:as ter car otIior disposidon of an y of th e 'Issued an
Oat s tan d.in g e ap i uxl .hock 0.F CorisuI ant., o r of th e i ii te re s t imy gaii era] p arm e r or j 0 i t
venttu rer or s yn d le at e member or cot e oaut,, if C onsu.1. t 0- E11t is a part:ii rship or j0int v eI
o r g Ilc t o:r Cotell ta. which s h all c- Q1( Jr cha.a ;inn tho uirarol of Co o Itara, hl
b e co i stru ed m an, as sigLuucjit of this A r oment. Conl:roI mans fifty p erc en t (50 or
I-11ore of Lhe Votinty poNvef o the c orp oratiom
12, SUBCONTRACTOR APPROYAL:
UnI es S In i or WriLien Como t from Cit y i s o b tamed, mil t h os p eopl e a n d.
s Libc ontr ctors )io names and r mims aw W N. Agrwnwat h ll be., �i scd ill
t.li y n-wic: u o C'h is Agreemmt.
th C event ('11a oil S tiltar1t amp 10 Ys ti contr ae tors s uc b su_bcoty� ract o m s h a11 b
r e qu ire d to u ..mish goof o f work s' c ompmisatio n i-n urarice and sh MI al so b e r gatre' to
tarry gefteral, au tom :l Le and profossim al lia-bili ty ins ti ra ce in reasmi abt onformix to
tl-.ic ius rance c azried b Cons iltam, hi addiflo any wow or ,services s Libcontract ed
Consultant, at his/her c le 'Pen shall o tat cr t, fn
ai n t a i at-In L e term cif
thi reement all aPpropriate p nnit. ce rtificates and Ii aji-s indul rg, but not
Iimit d to a �ity This q
it) LAr,ense, t.htit in 1) r ��u.ir d �in c, nncc o
y n w ith. the
P L1601-11191,11CO Of Services heretuider
'14 R YKP 0 R T
F3 Ito b and every .repor (Iraft a product, inap, rco ord alid 0th
(Io mirn e nt, her inn ftr c o I I c efive I referred to as "'Re port r pro duced, p i e ptired or c. aus ed
to be are erred by Consultant pursuant to or in connection N vith this Ag reemcnt, shall 1
the exclusive property ol`C It onsi-Itant shall not copyright an :Re ort rqui -red by thi
rrremejit ajid OialI ox emit appro.pri ate, docian onts to a i gji to City the copyright t
RePorts created pursuant to Ovs Agrement. An p i•t, itil rmat i rr and data aquirod
i 5 k 1 1 +i a ss :b. y
k•i/N'74 #�x A fu� F
i
or r u re,d by t. h i 8 Agrt ernei A alua II b ec om c th c p ro 1) orty o f C it s, and rII p u b Hca(ion
rights are re-served to C itY.
B All.Reports prepared by .'onsirlt: in u y be used by City in execu t.iwi or
i p lementation of
1 o.ri g ire l Pr' j eCt fOr NV h i C II CO.11 S'Lllt Itt W EIS hire d;
Comp I eti ti o f the original inal -1 x( t lay o the r
u. aetit 1 lit!ofr t th e o.ri gii i a l ,l wj t; an d/o r#
C O City prgj s appropriate.
C 0113111 Mt 311a,l1, at 811ch till a Md i S 11 C 11 fb r in as C ity in ay IVPq rr.ir'
fimis .r la orts co Lic erni the ta.tus of scrvices UC.q Uir�.d and er this, Agcv n IA.
D.. II. R ort�s ivgi6r to bo id c� b this A. ceint t earl :ririt ed on
recycl d pal) er, -Al port s h a.1 be qp ied on b o th. sl d Lat, of the. p ap r excep t -fo r o i
original., which shall be s4igle sided,
o R op ort,1 n fo rmati m i o r other d to to g i ven to o r `reji a re d o r s em l)1 dd b
Consultant nt ur rliant to this i grccrnent aliall be made avalhiblo °to any individual or
w
or* a r i ati n by 'onsulta t without prior app rov at by C it ca t a a be mquYred. by
I-a
M OR
onstrlt nt s hall maintcain complete and ac cur ate xecord with r�. pect t s4alc
acts, �x s .il is .tid Other u t� ir�i'ozk�x���t�ot� rr�.r d -ity tl�rrt relate to th
Co nsul tan.tshalI rnai:ritain a d.equato records of sexviceq provided in su ffi i cat
d ot ai I to peMlit wi ev alu aLio f rvi. es, A 11 such records hall be 1 na.ir1 tai tied i
ac e ardil lice With. generally -a cc eptod acco ow-in P rin6p les urrd shea-11 b e. e l car ty id ri6 d
ad readfly acoessib l a. Consultant stial.l provide froe acc es5 to such l oaks -aud rcoords to
the r l .r° s .:tat.i e-s of C 1., car its desi gau at al l p roper tinicc; and mves Cit f thet .right to
xmine and. audit s u, and to ma tr artscrij.)ts °.i r c-bfro as n ecessary, and to atl ow
ins pectiwi of at] work, dw dOC-11.111ellts, p roceedings and ctividies related .t tl�i
c'h. rewtd togethcr vvl S pp r+tili.g ocurnents S114-11. 1 C t aral
fr .in o ther do ctuneri .ts a.nd reoords and sha b o waiiit €rived ,f for a p ,6-o d o-f thr 0 (3) yt" us
&Rer r i.pt: of filial. varnent,
16. NOTICLS:
.0 notions demands, MqUeStS or ap to bo give'O und r this Agee r- ow
ball be iv i writinr li d C onclusive ly shall be e m.rtd suvod wlie d livore l
p r's.onfilly or (in th second busine-ss day after the d posit thereof in th.e'Uhlted States
Mail, postage pm.pal d, regis t r Qd ox �;rti fi d, adcl.r ssed as h e r inn -f` er
provid &d.
::l n .ob e demancl i, r eque s ts, or* ap prov als froin Co n trll. an to Cl' ty shaII lac
addressed to City at:
City of Mara da
2 Santa Ceara Avw
Alame CA 9450
Mention. Debra, Kqi t s `it la.tIggr
B.5
]I n at i c es, deman -ds, re clia ests, o r ap p ro v aIs firo in City to Consi dtant hdnII b
addressed to Consutumit au
500 Skold e Road, S tijto 444
z r. 5•• Mi ,Y::iti„mNa...:r..rJrrv
4kttentiom CEO
0 Skokie Botile ar'd, S Uite 444
N orthbrook, IL 60062
17. T KIRIVINATION:
.r
This Agee =ent may b e tee #m d its accord nc iIli. Lax c pro vI si on s of 1, hib
A.
011's ul 1211t shall com-p ly M d i Al state cr f d rat laws an.d W1 orduianoo ruIes and
.rqg ul ati o-a mact .M or issued by Cx t y
19. CONFLICT OF LAW:
Thi g Agreenient s hall b6 nt l re ted under, mid un. 'Med by the Laws of th S tate
of Cal:ifo la o cep i.ng b i e of 1 aw -rul es whic1i :mar .direct ('11 aPpli ation of I. s.
c r t r uri di tioii. he .gxr ent .id obligations of the partiu are z�k��oot t�� ��li
val id j �rd .t O and rquIa iou f di n��di- c�.� ha vin ��xi d��: icy ri t��i
reemem or the s uccessors of those auto o -riti
r suits bro aght pursuaw to this A r m-ant s ll be filed with the. cou as f t4c
C o 11 111 t arlI S.11 111 not P0,S t, ox h ib it disP I ay o r allo w to ]i v, p osted, e xhib i to
dis1)1 ed aii: s R g n s ad verdsIii g, ho b U.Isjitho graP hs, p os ter s car cards of any ki.nd 5
er(ai..n.in to (he -s ery ices per formec under th is Agroement unloss p rior writtoll a pproval
h as bcc:n s cc urd fr City to do other "ii e.
Nvaiver by either ar't o. -any b�r Ii of u t rm, naiit� or t chti«r1
ilabi d her .i sh -It no Ise deemed to be a waiver o f an subs quenit breach 0 f the sram
or a iiy oth r temi c o car) ai at, o r condidoil Coil laiiio i harein. whcther o f the s am e, or
Th'i S A greem ent .r res 0. -nts 0 I fu 11 and c o in p I o te u ad erstan din o f cv cry in car
t x+
uIIo l;)
MM SULTANT
ore
nature wliatso 13etween the p a ri i es Hereto. aad a II p IIminary negot1,aii n.s. and
aurcenidnis of whatsoever kind or mituro are mcrgpt`d her ln. No verbaJ agrt'eorne or
im1)1ied covenant shall he h e ld to vary[ th pr vision s h rc of. Any mod l ocation o f ihIS
rcemcilt will be crf r c6ve o n ly v wriUeii ex ec uuOil Sig n od by bo th "it f and
INSERTED PROVMON'S.
F. c:h provision and CLL1 r (Itlit by law to be Inserted into the Algr mnwnt shall
b e deem ed to h e enacted h ere.i n aril th e r umen 5haII bc: rt' id arr ri1 a t110U II
each. were included hereiri, If through mistake or otherwise. any Stich provision is Ilw
in cried or is not c orrectly inser t he groement s be a m end ed to mak such
imertion on application by ithupaily.
?4. CAPTIONS;
`I lie c a} ions ire this A greem en t are for con-ve n enc e onl y, are nut a part o F the-
r A green itrrit and in no way a ffo t, Iimit or amplify the terms or pro vis ions ()i`ll1IS
A greement.
ent.
ITS W IT rT:S S W1 I E R E OF t he 1) aili es liav ca the Agreement to be oxecuted
on the clay and year first above writt n.
CONS ULTANT CITY OF ALAMEDA
A Municipal Corporation
Mf lTE lrJ EMt. it1
B Y
I� CUNIMENDED FOUR APPROVA
�D e
B t 1161t
Title
APPROVED A3'1"O FORM':
C'ity Atto r-ticv -7 /f
Title
i IVA
'ThP tems o tits ExW "A. are Ilere i
nimporated, into die Comultant Agreemen to wh
this 'Exbj bi t is attached, 1 "he Coy.* .1 to -W Agreement, in c to di g W.s Exhibit
oth E�a.�.#��.ts attached t t�� stI.1tarI.t r�.d
r e�� ent .r oIleclt 1y� mf'm` d t o ein the
4
t''. fin. 1}r e E. between a the- l ll, t ill Ifili i 'l.t
x in.i S th X011- SUltmit gree-ime -a d the!
Control. sot rOrth. i thi hibl'r "A" shall
4 O y o wns flit 9 011 clu ilc iLitio located in m da, Clafifbmia know as
the t Chu r ck nic LF Comp l "Cour .o r�
W K M ESAS, City and Consultant d jr*, a t,�l����� to .t�afi.o and ter Ub t� tc the terti n set f rtb. :ns .n.a the
Continue to 'b re pox, ibj .for gall p rovided, howev er, th at ift
s i t ll c udli ill C ity employees under t he day
ra
ope ration t t ouMs t.. 1. `at k a rid b x.
a t Ird party
NOW, THFREFo; f and in. onsid-crati n of :Mjjtua.j rya
re���z o.ti.(i ire t�,��� ,Fr����t fit a ���:�r ow.s
ARTI C 1.,! I
V .l e1�i..d .r•x�x s a-�l ha tl� :�..r����� �orf� f �Y���t mad �t�ot-
n ��chl l a-ttad .brio_
�kRT
1 2 1. i.r t i ;ity I ..r y "eta-in-sir C119 d a ppoints Cony i t
1atYcr.t 'I"rx. x. t errY
du t ,r:.�u�.ly �cr�d hem and m
ae tq► -s PPOinftOtlt upon and gubject to the t .rms ereor.
ARTICLE
3
Rmqrtv. Consultant Shall Pei-form the ma:mCre services doscnibed in this Axticl ti ely, t r� 11 lit
at Services and shall S upervise,
manage., dir e and operate tho Course and tho .prc?pct -ty b e half c) and for th e ac coun
-�jcc( to the runus hereof arld at
z te. t C r, tJ OPUfirtg Bud t and Budget
M
Appropriatimis approved by City. Cif y her de'legirites to ox.ism pant, u'bjc: t try the i.
Appro ri t d BudrWs, h) City's approval d-ght s Agr me.a (she
:'Approval- Ri cAit UL Op erating 'Btidget., and (iy) other t rms a nd condifi set xrtl er fn:
the discretim cm tithority to (1 l in c'peraw)g p�oficies and :.roce&rcz, s�taa,�cl.ard 0.r
o_ oration, ��c as rules, standards o ��}x a� d niaintemmoe, Pi c.i.n and other policies, rules,
em regul at i.o.r- affecting the Caurso. or ai G Proparty o r the qperati.o then. to imple mo nt .If of
s ame, are, to
r o n. any act ou behalf of Dty deemed by Coumftimt to bo mace nary or d id Bi
or t c� op rati .n- an.d air man of the our are die Propeity.
3, 2. Uso of the R,�,rt k City here'by grants to on� olt It the right to 1180 a11d. Occup
the rop et y durbig the Torm f 4r 'ft ujj)o Iset forfli hereb -I., Consultant l��� l upon. the
plrat. mi or prior t i-imitio of ttie Tort x, vacate and urr li or the Co urse and Propoily to City.
3F3. ,�?`.:'erc rri..irllt w xaara a of flm Course tha a n
i.n .,lud- d in the annuoal O rata :13 .tl k mid a'ppmved by City. p i ally exeJuded from s uch
s xvic s is (ha Gromids airit i -anc e, exccTt mz s. t ,(bxth in Scotian 3.14 and the it is ourmilt
food. a .d b everap C operation. C ausultant will operate the Course to high gtullit r indti
st as provided f be iti (ke approved Operating Budget. 3 to tho, temm of thils,
.A aTid the (.1ty"a approved p tatin Budget an.d Budget t .p rojyriatio. s, CaLmultant
shall have the atithority and r s or ibIty to"
3.3 A. Manage tho Comse and. use cor mercial l reasmi-ab le e ffi)rts to achieve
the approved Operatitig Budget;
3.12- Inip.l ;rnent. lb e. policles and gum-dards of tho Coursc,, a,5 appro d by City
3.33, Matiago and swervise all day today o ra doii.s of ie C arr s (c.xc: p t for
the Food m iA beverage o,perat!oil ifi .i.ridhi tee �tim r ser t a s o�.lecO r n and
cart fees, chtbhowge operations, outside, services, mana-ging tournaments an-d events,
P- ayroll and btmeflts ad- rniiii tradon, ac ou aml fmaaoial .rc:per.rlijig, bedtrljng of
i
grounds m- aintenan ce aclivitx s, dixect'lug th.c. acCwiti.. s o f the gr o up maint iianc staff
and r ottijx to Ci ty r aAIn g deficlon6 os in th.o ground maintenanc e acti viG
3.3.4. H ire, traiii, and sq #i c all arn-ployees required to a i y out onslthant'
Manage pa maw of all. Course o expmscs as identified. in the
Oper,afiii- Bud
A I onsvrltation i i 0[y, deterr�i.ia o r. o at oj: ooze
req it .t emus, tabli.'k�- starter, in r at and oth r outsi se,rvices,, tak�jis ta ja( i
3.3.7. Acquire all g oods and services n to ca ow omsullaa(
rot r. s
.;3. S�. Markat the ;c>u to achieve targeted obj 6ves;
12
1
.3.9. ObtaM be d o thor operating 1.'t.rllts;
3.3.10, Acquire card c m.pl-y with all insit-r-wice and legal l r quir nt of t
13. Make repairs and odd r hiiprovements to k the fo r e in good order;
and p rovide the admiti-Istrative support. to produce Vie Crotf Corani.1 sion's Rionthl
a gendas and minutes,
3 .3.12, Meet with City's Go IfC:at111 ission at its r1 wing.
Bud gets. A II lmi d ge ts, as ho re. M after set Ri coI I e ctivel y the B iidg e t shaII
prepared with the advi.ce and counsel of ity, based can ��t Cons 61talit belle e to be reas able
ss m t o arid, r c 6 an.d. doll r. �r� pity :far City's rev e v� -c and writtc-n approval, All
B udgets shall 'be prosented m reasonable detail- C ansultant shall n ot. b d cn. l to Piave Tnade any
u ra to or �varranty in co_ane. tioii wi th. the restilts of operations, e pe dormatice set .forth in tj le
.8- u(I is and the paili s acknowtedge that the Budgets are based sotety upon Cons tta.nt's
Li dg eat an d tie facts arid- cirt umq t an ces kno wn, by ConsitItant at the drine o p rep M111 n,
At least sixty 6 days prier To the first da of eacil,
fiscal year d-uritig tae Tem., Consailtant diall stdYmit to. City, for City's r vi and written.
ap ro aii Operating 'Budget etting ford -i the `oreca ted revenues aid ass
a s so ed with. tlie, o p e r ati o n s o.f te Cottrs e for t-h e vpcorning fisc at y ear car p 4 -irt thereof
3.4.2 i ta s e M of d cts ThQ Budgeti5 shall b_ or City's
review an wrist .ii. approval, s to the tornis of th is Agree-meat, City Shall give it
writteii c oTionim its andAyr approval witlun diirty 3 days 'a ter. Consultant delivery tli
Rudgets to City, In the event of disa pro al o any Budgets, Cougaftant shall coritifl
op c radng the C otrr �)rsua t to the jB tidge�s thoji. in effect subje ct to moreas s m
Ope rating Expenses required clue t j illereal s i (:irons Revenue ox H other matter
be yond flic con (rot of onsmItant, L111til UCh titne as City and Cons agrco Lipo
a p [yro it ate replace Budgets.
.x.4..1 U i ted Ex p endttur s g.d R.C141 IIocation o IT od s. Ay a grees that the
ud,gets are infen.ded to reasonable estini —aces, and, -accord n- l C on ul t t Shall b e
e ntitled from time to tame .rcvise tbo Bvid is to w .r atty expenditurcs that were not
r a:�o a c antioi ated at tile t or re arcation of the Budgets but are
r a cynable and nece-qsary to cwy out the -provision of tbi. Agreement, provide
however, that
o pt as of nvi set forth iii this Agreement, Constiltant slial.l be
-re quircd to o b f -Llii C'aVs. rio -r wdtt n ap ro va I of any e p end i tar w hie w wind. result i.
tho total budgeted expendl in any particular department t ory withlij 6c,- Bu(iget
being C -xxced d by more thwi .14lve percent (5%). C ons i aLithorized to take all.
cti ra r a onabl r decm. d fiec:essaq by :onsWtant to :13Tip- tment, perform, or caLISC flW
P e' rformwi-ce of ttle items set .for0i .in. the, Budgtts. City aokuowled-oos that Consuttant li.a
not rmide any LUM,111teC, warranly, or repr senti-ition o f ally n ature wh,a.ts ever concerti i n
B.10
or re.lafia to 1 tho Bud eLS, ()r ('i t'CIe nj0tjj7.t" of Jr os's Re Irellues or Operating
Ex penses to be generated or MCUITe l fl-0111. the operata011 Of t1Ie COUSO,
r rs Dse tr ri consuittain shall tine commercially reasomble efforts to
perform m all :acts that art a ccessary lu. the opin'lon of C.onsuftant to operate and manage th
ourse tweet to tho udgets,, the .A proval Rights aiid terms and conditions set foilh her ein, 0-n
haff of and for the account, and at (ke sole cast and expense of, C`Ity, n. accordance with the
t ridards of quality e pecled at high gLiality golf courses in the iclalt y of the Coiuse.
Consultant W havo the aLithority and re ponatihility Bor the 'ad il7.istration., operation. and
managcmcnt o.1 the Course tid the Property. At a minim ani, Consultant s hall perfurm the
5-1. Un M anagement, Accounting cords atid �rtip Co nstil tan t a jai
e mploy arl .011 -site aocoURtar.It or bookkeeper (t .e cast of M -ii s.l.� .h n
eratin pen e ),6 r tie Course whose Julies Shall inchide: i' .ainUlini g all
book. r ecords, xml other data. associated with 11
1 fi nan.oia.i activities o;f the
om.r 6 pr ��a�•.in all o rat_in. t�udti�et�, cash. -flow Midgets, 7d other financial
foreeasts t and U'l being re po i1 i or the ma
day -to -d nci l ff r o the
Course. All accowiting records shall be maintained in. a. foanat Consistent in a ll
r 7 ate ri at pcct with generally acce pted a ou ting p�`i uiple,
iiii_a ii orti During the Term, Consultant shall provide the
ollowinn finanei l stateni in a .fore at reasonably sp lf`i by City:
1. n u1t nt shall sli.l bit to y, N ithin Nreac day: after the close of
each =Iendar mint ]-i a financial Slat llicitt flow .r 4). a n
accurate, detail the fi 16A' I 8Q6ViaC,5 Of fhe Cmirse fbr t he .reoed.in
caIend ar mon th and the fi sail year to da.t.e.
'ow o.Haot hall stibmit. to City, itbin sixty 0 days after the 1o.s of
cacti fiscal year, a fimanc ia.l. s tatement showma in rcasomal l ace Ltrato
c1c. tai th.o �_:tr mi_— i..l ac(ivities o tie. C ourse for the fisCal car then ended.
-I Contro t. Con.sulta..t agrees to dove to 1), in s taU., ajid mainta.in
r asonably appropriate a oan ing, operating, wid. administrative controls
ov emix y th -c Financial aspects of tiro Co such controls to be consistent
in all rn terlal mp is with mer lly ac pt d awounting p i_.t7 1
Records an.d In ec;ti.o Consultant shall mai .ra in a set of all financial.,
vendor and operating records relating to tlic Course, t the Property. At an
time dia tho, Term City shall have the right, after diree days prior
writ(ea a o nice to C Q� sti Ita .t, to liaspeot Nic. boos, reQor' ds, iii vo f ca, de po sits,
oa celed. ohooks, or other fincanciat data or transactions of thc Couvw at
r a o. able times -wi:d d icing nonal usin -c s ioum provided, h Qwe r, �t
shall use its best offorts to aot o-ause any dl'M tions M. the operations of the
Co urse in co- imection with c h inspections., Notwithstanding the foregoi 7.o
s tich inspection. nights shall not extend to any n pcctio of Consultant
4
B.11
c orpo,ratc r woTds ati -ir rpora office r r y re c _rd relating to are other
projects or to ation Upon e xp. iratloti or temn1mation o T bis Agroement,
Consultant wi[1 prom tly turn over �ff1. sLich Caarw..rccords to City.
Bali Acgou .fit x Consultant shall assist ('Nty in sta'blishing in City's n rne,
utilizing the cdera_l t4ax WentificaLion number o.f City, a do eOUM (til
"Deposit Account") an axi op erating expense ease accou t d i "Opericting xpew- se
Accom C), pi ty a re s th at indivi.dua is dos ignat d by C oo-sul. tan t, and approv ad, in
writing b City, shall b signatories o n. the aec. o unts, acrd. Tat C:it.y w it l aot char ge.
the s�gnatorics o s uch a.ewun or close such acmints without f prior writt a
onset of C onsiMatit. Tbe. wcord s aad Wk statemeati hall be ubject to
inspection by City parsuant to th terms rccitcd hcrein. All Gross Revorwag of
th prop .rtv shat -1 e, .co:lle tcd, recelved, and. deposited by Consultant exclusively
through tb. osi.t ooaTi i. n ac c o r d aii cc whit tlie tei 8 f this -A gro eai- 'brit, AR
Operating Expowses, including alt payroll. for Hic C our e,. lia be handled a iid
Y
p qv,.0 da(I excI. us I v o ly throu gh the Op erfat.ili xp -as e Acc otint.
x�e: A.s part oC the Operating Budget of its employees, Cousultant, shall
0 detdiTivile getrsoruiel rqui ements, rocruitniei)t h dule j)d comp isati.orr
levels, (ii) fiu.rnu lz Job descripti.ons., per-fonuance appraisal procedti employee
en.e_ it pro gr ams, an d c rational an cl p roc edur t ri vn=al S for all v erso 1wo1., aria!
(iii) cstabli h Fon us aud procedures [o.r et rl.o ee o ornpwisafion, arid Cours
incentive pr ograin ;onstitt €it shall hire, p romote, disclikii and superviso M_1
em ployees perrbmiqg Management Services la and about I Co me. .tl of the
employces of the Coursc shall be omployees of C onstiltauit.
Marketh g C o .nv tan t sh ll make r e com m end t it) n s to C ity as to Green fees and
other.fccs and rates.
3 Cy Environnwntal Rem(liation. �ooghout the Tmin, it Cowal b ecomes a aTe
of the presence of'any Hazardous Nfiatedal 'in a quantity sLif wlent to .r air .rcmedi. ton or
rep orthig tuider an u i,roiuncnt :a1 L aw w, o n car and er lh.e Property .r if Consultant, City, the
Course, e, or the P roport 1.) ecomc.3 ;subicot to any order of any -red ral State or local agency to
i� est. al F romv( .rerned.i .t repair, close, detoxify, d cowarninate or otherwise clean tip the
Property, ons It llt Shalll at C Ity's request and so to exp once, ti all emnewia reasonabic
e fforts t o c an ovI and co nip leto any require d inv es I igat ion o r rno v a.l, RMCdkatioz1, r ep UOT,
cIosur d atox i fi s at im, d o r, on tam .5uttio or other c i e anup o the P roport pro vid ed tha seic
r em. e diation actjvitie -,h .at be at C o a sutt an Cs exp ease IF su ol i ac Liv i ti es axes re.quixed ws, a direct
o nsccluvmc e o f Fla ardoa tat ri.at beting p re�s rat :in, o or widcr tho Property solely as a result.
of gross I negligent a c ti on undertaken ley Consultant. City ac knowl ed es and agre e s that C pit
11alI be sot el r res p on sib I e for any I a or o the r ar isit gr oLit cf'the pres ce o f a ray
a and w Material era. oa or cnider the. Propefty, except to the ex e t such Hazardom Nfat ri l i.
Pros valt inn., un OT _de tie Property solely as a x (alt cif` goss ly ue lx gomt aQ tions undurh en by
Consultant,
Contracts. Pursuant to City's approved C eratin. Budget and BmIget
1.ppropdatiou Constifta t sly-M-1 morofiate, consio mate. enter into, and perfo i, II the n.alUe Of
6.12
c ity, ,�u h. agxee I Lis 'o nsult nt .r ay de m ae essar'y or a i. le .1'a.� k��. lix� tli.ir� a��
11 conc e lion ot�1t.Ort "lit it t, oporatin .i 1i c uipTn nt, rep rr t r�; l
and cr iee as �ansultant. determines e ded fxom tins t�� t.it�t .�o� r�l rat n
per fion of The Course, Notmrithst-auding the Above, an contract which xceed's Twenty Fiv
Tbo and. Dollars in. tota) ov r Lfie term of such ontrac.t ar wbich has a t m
of over on I year shall .re u:ir the ri.or n, consent Of City, which c *mlsemt Shall be
deem d to lx v c b c on givers if C ity n oi di r c o asem tz or d is ap pro v es w1 (h In I: 1) b ss days
after C onsultant's written requ st :fbr giproval.
Accord imp Cons nt sh -all apply for and me its
c o rn.m e rcial fy rea oiiabIc offo m to obt ai tt an.d m41iiltaitl i D. C i.t Y nab r, i f o tho rw i s a required
by applicable law, in Consult name), all licerises, parmits, and aecreditatl required in
r,arinec6on widi management operation f [he Cour e, the cast f ic�� k� ,ll bo all
Operafing Expense. City W ill cooperate i ith Co nsultant in #Pl.yi.n g and.
mainvaining s Mclit.din liquor licenses), p immit and re(Ii.ta -h s,
3 .9 „jI,Ac:fi.c n. C. ommita:nt may not insti_t .to arty le of action by or oil be h-alf of
C ity or ffie Ownse without the prior writteii consetit of City -�.d Ci.r .may not l:n t�itu any legal
1~ -ciio� ley or; o n 1 elial fof� consultant �v:it the p rior wr'tt n Corr e .t o C"0n �rl tail tv
.1 E meL2 t r� ti ne r t, at 1ny ti�tn- i.i). di Tem. a condition
1 cl c tin r a or ab o r: t the rol er y of ar.. :t .erg tic m ture hic�li. its C;omulta t's sole mid
a'bs ut d�. er'e �7� �r` uir e Inn ed1.ate aotian o pr -cr and. p.r.� ct th0 �?rc?pc_Fty lra b et WT
ass the C otrrse's c r1tirlUed operation, or to proteet the, C:oursa'g ca t m r guests, or
.npl.o ees, Consultant ,i .uthoriz t o take all sto s and to make all re son bte e xpencliture s
rxeces s ary to repair and core +eet an uCh con ditto whet Iier or not p rov isI'otv, h ave been m a de 't 11
the -applicable Bu ets for any ach cxp dltures. City shall be nofi "ied. of the need for, and
astfinated amount r any s cb emergency ex penditure as sooty. as rea omabl y practical.
an with .�..a �OJIScrltant l)rr.il arse frl.:� t�a-rrall i ally ���:a o�n.al.�lc;
to, i co_mply wAb all. fer"Ie al, state and tocal laws, ordi rules or fimmiment l regulatious
am or he.t•aa.ft r i.n for cc, or b order of any overt nwit -al or murlicl gal powcr, departs em,
agency a ath rity, or officar (collectively "Laws”) s" applicable to the- use., o peradon, maintemance,
rep air aTid rostorati on of .th.e C our e a Pro portity, wh e ffie r o r nod. c om p I i ance, thcrc� i x- Sha
in erf re w. th the use and onj oym ent o f th o Course and rope rty; and 6), ex c for those: WhIC
are, the abli ation of City or pity's ep�ar'at eorxt�a to.r procure, ur i tai.n. and cc�rr�p wi li all
licenses and otla r (mrthorizations required For any use f (kxe C'mrse and Pr then biro
Ilia da axed fr,or the o p er -tiou a rid in m ateoa ce o r the C ur e and P rop erty or any pail fl wre olv, th
cost:& o wh ich. sha 11 be Operating Expenses. N twitb t anding the foregoing, City ac kno l g
and fir es that City or its constraction cor -mict r shall e re �p ible r �r ring
triain and complying with all Ii.cemses and other atrthcri atic n .r .1a ng to d esiffli t
a t zc oli, ox. ing, erection, Ilust'allation and i illar mat .N retafina to any coast r ti n at t
C ourse. If at any time during the Term Consultant is noti.fi d- or dotermines th t T palm,
iddit.i s., c4an car orr cti ns i.n. the rope t ny atur*c �hal.l b .r* �rz.r c� o. of �Ry
LAWS,, C 011SLr.l.tant s atl notify City and rec j ues t C i t y's, rxn en t co take II re aso n able steps and to
sae a ll r ea -nable expeftditures ne ess t r to r elmir and correct n.y sucli repairs, addtti.aLis,
an s, or o rr ati ns Whether or riot provisious h mvo been made iti the ap
plic-able Biidgets for
B.13
any such p nditUrtl.q, the costs f which sh p r4�tijig penses. IF City ithholcls such
consent, C til shall not be .liable for any W.-lure o-f the property to be -in coin li ri e wit
s uch Laws,
3 t 2 O th er D uties n P= c r1 111ta t sh-a ll Ilse com merciatly zea o bl
ef to perform. a ny a.ot that is n e cry t o operato and managre the Curse and the Pro
during the Tenn, u j Q0 to the terms and c ondltlon. hereof. try fulliffing its op rr llon.al. arld
managerial responsibilities her und r, C^`oni— apart shall have all rights o:rdin ity accorded to
m anagor in the ordin.ary (;amse of btisiness, includiag, without '11.mit the ofl. n
procee,&s .from, th e op era ti o n. of c: lie Ccyars e and t1ie Prop or ty, th c ineurrin of track debts in City's
11ain 0 t r than m 0 rtga IWc b Wne s the approval and pay meTit o f o bIi gat i otis, it a. d flie
nego6ating and signing of [cease Uld G antracts, C oustillant ,Tall not be obligated to advance any
of its own fun d.s to or for h.. ac u u n ofd Cit y .v or to inc iTr any iia bIIi.t trills City sha1.1 ha vc
-m—i hed Co with funds neces8ary for the full disicharge thereof. F un her, C O'li truant
hall not be W.1 to to sign any I as n(rants or otlier a, t r`. consuluin 's 11"Un M
Eow ev er, if .ro r an y ren son C. o n,.qu Ita at shall I iave a dvanc ed fan ds iii pa yrn on t of an Y re. as wiabI
xpease iii c mie tioti wiih the maintenance, grid ope ratiort of the Courw, or tho prop City
shall reimbarse C oasidt n within 'ten (14) days after -invo f6r the full arn.ount of such
Payments, City's fa ilu.rQ to r 1mbtir C o ngzit. t pis provi'ded herein ,Cor any such payment Olaft
b a are E'v e nt .of D e faa iI t br 01 ty,
o xi rk� e :���t Nol% iftt r.�+:�i�t�,� nythin et to t e c ontr ry
contained in the Agreement Consultant shall riot be r sparisible for the food and beverage
Opereations at the o -Ur's lid) activifies are chided from the deffiiitiori of Management
e. ic
No t withs tan dinig any hing olse to tip. e, contrary
co utalued In the Agreem-ent, C.`onstiltant shall not be responsiblc Oor the Grounds Mai. t nan e
d fted in Section 4.3 b low at the Cours oQ-1i a ti xtl ire eXcluded.froin the fni�tjon of
Nfimagem S ervic es
3. 1 S S D o Ieii ntiii rrr)uiids M hit c:nanc q, Co ntrac for ac ko ow: re (li at t1i C~ ;lty
staff xll be r chteed dAiring tlic lemi of the contra t. -ontra ct :r at i.ts
d iscretiou and i.ri consa 1i t4 c City shall replace or supplement gr rounds m iti.t lean i�
taff vv ifh its ow N. R or part time rson el. CRt, p I aoem eat Mai ate. nan.Ge Work rs" and sh a111)
solely respons ibl for upevis is the Rq).1.acan ont Maititeamic c Wore
..R`_f1. 7LE
RESPO NS[BILITIES Cif# IT
4 .1 r „e u� l� t rle that is s lc:ly r �p t i l i' .r� l C t :ra' 0
Ex Peiises and capital e n itures required for or on behalf of the Course Provided [fiat iu f i
Operaflng Expenses and c aj�ital inipro emen s incur. e by onstdtant are 11.1a de tti ac cordanc e
with tlw terms o this Agj:e mcnt: City shall bo mspon if le for all Offier exp ndittiTe amid
obligations in c aneetion wkh the Course and the Propedy, incl1dl.n1 without litnitati n, all
.f raj, state and. local t .xvs and a prin .tpal a interest paymicnL5 ors indOt dae
B.14
4.2 "its Advances. City shall advaue Funds to the Operating Expen Account
described i.f section 15.2 to cc, uduct the affairs of the Course and maBitain the Property th
"City's aiwes as follows:
On or before the 'ormtelio llient .date (an in a -ay vent, prior to Consultant's incurrence Of ally
payroll c x p ense or ofl to' Ope ratin g E xpenses) it r shall remit to Consultant for d eposit Wto th
0per tin g E -,x p n s e cco LIl1t, City's A dv ance (Iual to one month "s e8 ti m ated 0 P era tina Fxp e n ses
as specified in the approved Budget) €Op t' fi llg City shall repl nosh
the Operating ;,pease Amourit in order to niaintaki the Operating pease Minimum its- ffi
qpo rating Expensic Amount as described below, Consultant shall use the firrrds in the p r .tin
Expense e ikccou t to pay the Operadiig Expenses Of tj ClUb. O n a morit ly basis, Consultant
s halt provide City with a- stat nt de-scribi-rig the anticipated o urce and. use of fmids &T 01C. Club
.fur the T. t moahly period. 'Within five after City's mceipt o f suet sty t .meat from
Consultant, City shall remit to the ,p ratin Expense count �t�l.i rliount set f`mlh "i &atAi
stat �melit, l the amount, if any, 6MI. MI.- deposit 41 the De os t Account to the xt nt Cit
authorizes the transfer of s cb. amount to the ,p r tin Expense n ccount. "Me partics agrom to
dju st (lie Op or a ti. n g Eqx p nuse. N. fin hmm scason lly� or a s o t lica ml i se r c gitir d ftom. t! m e to time., in
order to ro fI e c the ttie.n -curr ri :payi t.-mt 0 Ii g ations of CI
Such City's. Advances may be paid by ch ck, 'Mre trausfibr or aiAhortz4a .lon to .apply runds from
the 'Deposit Acc towards the paymerit of such Citys City Advances. City ac n-o Iedges and
.1 re tli �t l ,a I n, .i Cy or roviding Cite# d anc -and `onsitltant .h� l[ ha c o
responsibility to providt Atnd f or the payment of any O purating Rnxpua s, &'bts or odler
UnIoUn is p ay ab 1 e ley car o n b ch aft of tlw C lub, the Pro perty a r City.
iou -nd aintma �:ty j o ffl be �'c on,911 for Lill ti.n.t na�t
r c-e s assoc iated Nvi.th. the go 1. ours cail paths,, w-atkways, fenting m id g t w ys
landscapincy and grounds (the "G round-s Mm In connection th .r vith Cily employeeg
s1 alI b e requ.ircd. to rn.Cil o al I top airs and c o rr 6on that may b e ne e de d from time to t j me in th
areas d s tib d. abom All miployees performing the G rounds Maintenanco, sorvices except.for
cps camem Main W orkers, Shall b e employees of City. Tlio day-to-d: day-to-d-ca y activItics of die.
Gr ad Main tenooic shall. be dir ted by the Consultant, Consultant shall desigmito one of it
employ tla i mct.or off #.tummy" to direct Grounds 'Maintenance, c:t.ivitic:, C ity' s
Recreation P r .s Director shall m t with Consultant's Director of ronomy r c txested
to d.is ms thu perflorm-anoe -C the C ty (5round Maintenance workers, The RY S11-all b e
i).sl fbr ail. &se ItIle o f C it r emp Iove es.
ARTICLE ,x
FEES AND RECEIPT&
1 .l a� nigh During flie, Term, City shall Pay Consultant all a fie of
One Him dre Twenty Thousand ]far t' 0,000) the "'Marta oem 6rit .Fey" whic .foe be
p yid in equal monthly in taIlaien -ts in advance, no later than the first day f. alp
cal ndar month.
c mar _em Fe shall b prorat or aRy partiz.i c al ndar month c uiTin ��r�r'ug the
Term') The Management Fee si ll be increased ea b y mr on flie, amiv .rs ry or th
6.15
oim emeat Date b y tbr, ee p rcent Payinent of the Lana rn .rat Fee may b made
directly ni th.c Operating e count.
C trt o .l e h i addition to all other secs an e tp ns s recited herein
Payable to C ansuluint, and subject to ClVs approval of same in the B xidgets, it is agreed th
City shall. reirnharse C onsultant with.M. th 3 drys of inv for all act dl out Docket
eris i.ticar.r c y Consultant in th prom ianc f this r et ent. Out -of- pocket exp eri es
h tl includ l, but shall not be li t ted to, reasonable travel, air express, costs of rectuitinent
i c: kidiri a.pplic ble out's .fie .s and other' 1xicidental expenses, RGitubursewent for g uch out-
of-pocket expenscs w ll be made at actual cost and .niay be made direcity f'ioni the O peratin g
Expense ACCOLML
5 .3 :Late Foo, City shall pay to Consultant all of the fees descri bed above, and miy
0 sums duc. cons lt=t at the tini -e at the fir a ud in d uaftner .r in pro idQc ff any
pgayment or any part thereof to be made b y City to Consultwit pursu- -P to the te rms. h ereof hall
I) =rne ov r ue e'er+ a p e o o f thirty 3 day a ".late diar miay b e char go d by Co n gu Itant
Gov tla c p uKp o c o f deft ary i n the ex p emse inC. d n to h ndtIi�g stich d e Iin quency, The late char
ha 11 bo cqwal to fl lesser of 1 one n on a ha ff pomant 1, 5 x poor iuoiith, or i i tie hi gx t
ainott ut allowed to be charged b ap 1.1 able l ain. hi the event any p ortion of th its Section
v iotates wj .t or .��d �r lri��{_ 0r r gilIat .o11, thi Sect hall be (Iemvd ii arld hvIf c�
other effect ar rna k hi'valid any c tber provision of this A r enient. Further, nothing herein
shall be cr nsLrued- as walving any rights of Cromi.t€ nt ari-sing o ut of ii_ny Events of Default ault of
City y rewgo n of C{ousuttalit asses&hig or accepting any such late payr ient or late charge- [lie
right to coflect the late -are is .separate, and a f r oni any iigh[s relabng t o rem.edics of
C onsult ant after (Icfa It .y C ity i the performanco or observaiwo of th teuns of th
Agreement,
5.4 C ItIo's R o eipts, During the '_'rerrii, M each calendar* ry City shall receive th
PosietvClNct Casti Flow for u a[endar monfli after p rn at of the 1ana eniciit fee and an
other foes or ow-of o ket expenses owed to Co siAt nt, which atno'kr.at shall. be distributed, to
the extent ro u ted by C i.ty, wl NUT fi 1 days followin g dw c 1. s 0 -C e�1ak c at eud r 0 1 o ath
i
City' c i provided, ho��e r, that �iti'Mium ba lance of at l east di C orathi
.F kfinim Urn iS M- aintaitied iti die Operating x ccowit at all times. Consultant ma
d dri t a y lr�[ r 1 k e r* okl ],eC s off' t o�rr �t ono to C� rr: ulfi t rote Gross Revenues
before, remitting City's Re ti �ts to City,
ART I C. L
COVENANTS AND 'REP'PXSE`qTzV1'10tXS
6 .1 Cit Cg ria n ts ncl s en t i n s C i ty makes the fo f to ring cov nalits d
reproselitations toconsult-alit, �vhich eov ants and-represontations shall, unless otherwise stated
her• iri, s r i the xcoutlo and delivery of this A r
$it ��l. City is UR Municipality dtily o rganized, va lidly existing, wid Ui good
t ��bia under the laws of Cal�_tor.. la., and arrthori :ed_ to transact u i�x s in
CaI1- forma, with fiuII cot cot-p c_r tc P ow e r a.rad au tho. J.ty to Qat e, r -kn to th is A are, oin o at.
B.16
6 1.2 Au tho6 atio The ma iag, execation, d livory, and per-form"ce of this
.gu' erneat. b C ity has been d1dy aiahorized aad approved by all requisite action,
a nd (bis Afire nient h b ca d l.y cured and deb ver d by City a d c c n tiwt
a va lid and'b hid i n obli of City, onf orocable in acrordance w1tb its terms,
6 L t of Agreement Neither the eut.i(ni and delivery of thl's Agreemont by
Ci ty nor Cit puf6mianicc ob hercu nder hall constitut
violation of an y lwv, ruling, reepul ahotl ar ord r to wh1-c h Ci t is tibjec t. car• (b)
hall con., 61tit( e, a d. e f ult o f aay term o pro v isi0n or sh. cause ati ac c cIaratiori o f
the pe rfomiance recItilred under any other a r-ee.mem or docu i to which
A i -a azty or is othenvi e bowid, or 4 to which the Co tirsc, the Property or
any Dart .reof i's subject.
1. )L hii r Ay hall obt i acid retainA.�i rop rt i t rest in th
o':r•s and thr, Prot ece.ry to Ic u to perf it t:ics
purs�ctantto this Agreement peace-ably a d qui.ett City rq) and warrant
tlia.t Consvdtant's per.f z ianco of the services r q uirod. b t1his Agree sh all.
not viol -ate, tho propert .ri glM or of a y of .or Person.
t f rieces�ary !o err .t the �i:.tent of this gr ern.ent, .qty are;
to execute a provide to Coinsaltant, on or after the, `'ominc.ticemen.t ;bate, an
a nd all o :.l r t r r. c. t docurueut cou cyanecs asp :.nt and c rnants
Which ons It nt r.Ilay r mso nabl roqu s.t ins cwmec icyn With th. e aaeration of t
raw
6. consultant's Covenants a
R e 90 io r� c���sultx�tlt a follow i��
c e: a t and rep r en hations to City, whjcli covonants and repres t- t ons shall, u: Ns's
otb.e vise stated herein, sw the execution anti d.efi ery o f this Agreement:
0.2. Co r pe rte to to s ons'al to nt is a c .rpo naft n du.- y organ v alidly ex i ing
aad in good st iidinor uuder tho laws. of fllhioi. and authorized to transact
busincss M Califomia, with full corporate power to eater itrito this Agmemont and
e.zute all documents required hereunder.
6..2 uthari at�.
2) on -The making, extetition, defi cr and rf lia ee Of thi
Ag
reement b C onsidtaiit has b dulyauthod-zed at.d approved. by art reclidsite
ac. of the board of directoru director of Consult arid. rids .A reeme t lias bon duly
ex i�ted and d b r d b C onsultant and co-tistitutes a valid ufld bilidin
o b Ii aG'o ��f' ri �tltarrt e ox ea I�: i c ord.a e with 'its term s. IF
6..3 Effect of A�!rcew ent. NeAlier the cut' and delivery of this ctx� x�t by
nsulta t. nor onsuttarit s p fomance of any oblIgat:icn heroundo (i~ will
con. itu.t a .i.olati o of arty law, n tfi g, regulation, or order to w4 onsu tta t
is subject, or H shall con imt a do of any ter or provision or shall cause
are ac eleratImA o f t[w p r n ce mqui.r d u e r tiny other agrcement or
d o c uti u en t. to w h1ch Co nsu1tant is a p arty ores o t he rNv I se b a it n d.
ARTICL
10
B.17
INS
7 .1 011 -r b efore, the coma mue t of t ie term o C t his A rc m n.t, C095 UItant. sh. l funiish
C ity lth c dlllcratcs showing the type, amoant, class of p ration ov r d, effective dates and
dates of expir "'Iti n of i -asurance coverage in romplianoe �vitli paragra 7.1.1 A B C and D.
S uch .o not lindt Co nsultant's indemnification, hall -also of t .in
sub tan.ti4all the faflow.4ig tafeme l: "ShOLLI.d any of the. abova in ur anev covere d by this
c rtift ate b caneOed o r cuverage r educed before (tic expiration date them,; o. f, the insurer
a 56 rdin co- ve.r g e shall. provide thirty da adv a cc Writt en notice 'to th City 0 -C l;�r cda
y. rtJ mail, .tt iiti a is �riager." It i recN flint r �'Itak hal] fuai cli,il i n For
I 1:1 i�r���. rI° t performance o.�' e.rr� ��t l� �c� .a er o of .t stlr��
require b this A r enicut with ate lit tz�F �.c� CO.TTIpall that .i ae. tabl t it ud l.ic:p ed to
do insurance usla.e& In tLe State o alif'orni.a. Endorsetneji�s nar ain the City, its `it.
Council, boa r t i r :t i c.{s., empl e s n o'luat r. d ition l ltisur hall be
u1 m.4tcd with. the insurruice ocilil sate
7.1.1 COVERAGE:
nzRant. 3b a ni-al.11Uc.:€ (lie follo wing insura ri -ce coverago, the cost of which ha It be an
0, peralinor Expen.s e, coy {er in pts on -site a ctIv Ifies under this Agre m(mt;
and r ploy r's. Lila .11.l
tatitt r workers' camp eiivatioii coverage as requi r d by the State of 1 m ta
and en loye.r* habl Lity covcmg r. with .111-illiMLIIII IiMi ,9 o f S 1,00 000 (one million do 1.1ar
L1. bil
Conun ercial genenil U abill ty c verav-e in the .1lowlu rr Idalui U111 16
c d 11 v th' u ty and P rope rty Dam Rge4 .5�()00. 0 00 per a c- cLtx.r m.ce
$5 000,000a
Covei'afre shall be -e o rased to i n. uci er., 1141 `111j ry- (l Adver igin t1iabi ty�
P roducts Liabil: €t y/Compleed Opuations, and Ho two Flost 1A. uGr} Liability covella-goill. tilt
.1 -F s 11bmiU r, c1, c omb in iM s i nglo Unlit pol.ic y wit .h a gg re gato in ]d a MO Un is Of
0 0 0, Of) 0 wl 11 lie co -red, e,qulvalent to e re (pirc d ni hii i um 1 i a nr i ts sh own a o ve..
utoi t. t =ri# ail.l
C0 Mprefidus l uto motive 1.41- bility eovera in th ni.i.n.knum wiiouuts or:
Bodil I
Proputy Dwitiae.
O r
S 1,000,000 ach Occurelic
S 1.000,000 each Occurrenc
f
MK.[:
(D) Fiftlity.8ond or Crime Insurnme
Rrxtcls.
ii I I Co iistj.Itwit e wp lo ye c s havi .g i cc e, s s t o a nd r spons1b l I ty ;for Git
7.1.2 General ou dxtion
A, u b r ti ors. Wa i r:
istiItarit a �s that in. the event of loss dire to any of the erl.] .for which it bits aggr ed
to pro V i d a C 0 rylp r l.1 n Sive gen6ral a nd auto nAoti v c 1.1al5iIity in uraiic c an d is Ii ab I c poi' [lie it
i d maifio tion obtl atio: s provided. in Sectiot 9.2 of thi xhibit A, sultai 11 i al Hoo
so IeIY to its i11 SU rall C 0 f -r roc 0very. U ots. the s at f cti on o f t term s, C o nsu.I tan t h e r
grams to Cit r, ors ic.1,�`o it,� r{ ,�dm eom r liensi c �x raI and aut moti c tiabilit
IF
ills arallC e to ithor C O 11SLt1ta1.rt or C its` wit respect to the. so rvi ce s o f Co nsult ant bcr e i a wai ve r
of an right to ubm at.lo wbic h any such insurer o.]<'sal.d ConstAtcant may uir agaInst C ity
by virtue o f th aym t of n loss a d rsuch i asuranc e.
B. Failure to Secure:
If Consultant at any time: during the. term h -ereof qhoWd .fitil to ctir or ain,tain. th
go ing I11SUra.ra( 7 CI shall. b o p ermit:t d to ob Lain sued. insuralle a.
C'. Additional
ty., its CI ty C'ouazl 1, b o ards and CO mmis Si fric rs, 0 1 11P IC ye es and. V01111teer hall
b r c r d.dkion.al ir����,r�cl ������cr LS uza, G t 0VrIfc� Cc t rofe i01) l� Ila:biUt
and wo rke rs' com p eusa6ori ins uranc e, re qYi re d by th Agre eme nt. Th e. nami t g of an a di[ionaI
i ns crr c d hal -I .not Ofect ate y re c ow ry to which. sit c h a di t I o nal iiisure,d wool j 'b e ent Itled uad. or
this p o h cy Ifnot n ame d as s uc,h acldII onat Insured, A_ny other i n s:a rance held b y a addi.6c ial
l isur d a -11 nat b r quired to oo.n;t t. ut e an Wng toward any I s or ex po.n.sw covered by th
in uratice p ro vi do 'b y this pol ic y.
1). Swffleiwicy of linitr ;once:
T he in urauce Limits required by fit s uffi ent t o pr t eat
nsultarat. Cori `c twit i s add is d to confer with. un uttant's i nsuraricc broker to d t muix
adequatc coArcrago for Consultant,
7J.3 In su ra n ce to b e M ajn taili e d b y City
Cit ackm wIedges that, It Ji-as in place and sha1.1 maititai. ri tl1c foIIow`1[1C irl'sularz d11'rin
Thc Ter m of dii .gr i t:
A. Propert Lisuran.ce:
Property Thstmatice coveringy .toss or am'age to the 4tuld ill, structures or other
1111 ro eme -11ts, Q011teli s, equipment and u .h
l.�
B.19
tzsi.rr te.r t orr .l�.os off' coo tt E atl 1811ral cc d at ill r �����.k�ars(;
City for direct Grid indire ct 1. osj of am- ins at.t.ributa..1e to si mouttis o bitsi ess interruption
arr tl c: act r u rind r:r i'k61 (he gtrr��;lure ar sub s�witialIy rebuiIt r ar x�r i tired
Propelly JO &S.
co Subro Waiver
C it Y 4-1 goas lbat in Lb V, ev ev t. o f I ss due to e.n y of ri s .fQr whi O.h. it has a gr c d to
idc hisuranc and is fiable par die its ,hideinni fleatlon oblig.atiolls p rovidcd i n Section 9.1. o
thi s Exh b it -A, City all 1 Oo 1c].Y to its irlS111ar.1Ce, tr re ve.ry.. Up on [hu i:aciiula o f tot:
terms, `i y hereb y grants to Consul( C on affof a1. 1115 CT .TOVA'ci ii nsur'a.riee t o ei th r.
C 011S rj.tt t of j ty w i tt resp ect to the, see vices of C o nsiiItai -A 1lorettl, a waiver- of u.y .6 9 I1t to
u t• tit on. h i ch aay u611 irisrzr-er of City may acquire �ai11 t C r x �tIta[.It y VIrtue the
a� t o f any logs 'Lu3cior such itixarance.
ARTI
1 T t is III tile �er tII deal z�t T�ifii. t �i
P roperty, and/or liner v e t �.re'��.r�.�4� ec1. o:c• d strip c� by .i_ire or other o swal y to tLe e terlt
that th danla caret t be ma.t.�;� ally restored wIL11 die ili e�tie idlin one hi dr d e�. hty
18 0 days 00 11 ow iii uoh ov c. 11t�, cit .r tarty Ijereto may texnninat d A reement up on writt n
110tice to the of cr Party liven with w-t days following t1w dato of smch des .4
the en t rnii natiou of this Agree-nient pur wa t to this ScOoT�, Lae Te rra sball. cease aud.
me trz x grid as of the effective date of termination specified ki th c terrahia.tioii n tiee w bic h
halt iti cr.o event. be prior to t crate ��c �i t of the temifi nation, not as thou �mc date
wom th e date o i gin a 11 Y Exe d fo r t1 le ex,.p art x
of t i. Beth par( h Pay a, ��.�c��. is
d ue to the otliet• art t s> t cr� c_� �.i date o�• tc rrr�i ti�atic� or, ith respect t x o u due to
C rrs t of r �r..�� Gate A .casoaabl. y.iie c o sa.r Y to ;incur additional pens s hi the w in d-
d wn of operations of ttle Coarse).
rt, i t c c t r tile x .t tine Reel Property, Tangible I onal. Pr o el•t
ae Vor Impro vem- n.t ox any or ti thereof, is damn od or estroy d 1)y [5 r oL ter- cfastial.ty
au s it ch (Iama ge Gtall 'b c rn aton al restov d wi Ib d1to di Iigeix withi.ri. one bundxed eighty (180)
(lays .follow inn such evei.it, City sball have the obligation to repair the (hun rr d. Rcll Prof )efty,.
"Fiallgible Pei,sc� l .Pro erty, and /Or blipTovel Itt a nearly a .r cti.c ahlc to t oondit di
saiii c were in t ).riork to such d -am ag e. 0 ty sh aII eaLtse su e repair to b e uiadc with 4d 1 r ascm 1kI
di,spatc,h so as to wtuplete the ani at thc carfiest possIble,
83 ti i r demnation. Tn the eyeat all or labst Whitt all of the, Reat
Prope ty is takon hi. u.y cm itient d. 1.iiaba, cmid- aria 4or1, CO.Inpulsory acquiaitiori, o s imilar
1).Tocecding lay any coyripote t alith.oJty for 'clay publi or quasi rz. iic use or Vurp o e, O it a
suboa.�rr(_i l portion of Real Pwpe ty .18 g o tak en, b ut dw r si t Is tlaat it is w1masoll'I le, t
co tit hut c to oj)erato the .roe crty .fo.r .thc p urp o ses contenij) la te by tlij Agre Qnt, then GI di cr
1
6.20
party x o 'may .F r.::.n rit tipon "I� otl party �i I rit .a
tai ety 0 da s foLto t1le Conclusion of the condo na -tion proceedings. In the evant of
telmi tion i this N�dic r o t p .rs�Xint to this Section, the Terri shall cease and come to a end
as of" the c Die cti ve date Q 't enn iwioa ec ified in t e ttmninafion n0ti C e 11ich spa.&'LH in. 110 ey e11t
be p rior to the at of rcocipt of the tenliji.l tioxi. notice) as t ougti s uch. date were th at.
originally fix ror the cxpirafiirm of the Tenw Pot1j. parties. sball pay all a s d'Lle to t o
ofli r parly up to the cute of termination or, with r spe to aniounts duc to onsultant,, after
such dalt if it is remsonably necessary to incur a. di6oii l expenses in the wind- -down of
operations of Uie Course),
Pai "onderni a6gaa h IIi c, o ve nt. a p ox 6on o ffie. Real P rop ort y shall .1 taken by any
o t` the rits described in. S 8.3 above, or is Ff t r but on a t nipor :r.y basis, and tlt.
insult is not to make 4 mircasmaNe to coatin to op rtw the ro rty for the o
c;onteinpl t th-is. re-em nt, this gree tent s temiinata "_[t 1 N-ahar agroed t an y
puTdton of any award, dainages or o conipensation paid to U�y on accouilt of Such pa i.a1
tak c onde i tton., r sale as is iicc. s eiry to render i PropQrty egtii°v dc- it t W condition
der to such. event Shall be used for 5uch parpos 'T'h ba-lance of sucli a r Td if aa)p, shall bo
fia ir1 y atid e q uitably app oi1io.ncd bo tw e on th e p arti es ni ac cordan Mth th. c it re pc u e Y,r1t, tests,
ARTICL
City shall defend, indemaity and hold
C .ristiltatit and its Affiliate and arch of th eir., shareholders, tnemb OEFI.Q r d izectorti,
lily ft rsl, e �pioy s, agents, and r pre t l.i. es (th "C ansffltant listed l rties" Hats o ff=`
aad from all liability, claims, .loss, damage, cost, or expense (ineJud wit oift
n Y�1_E .tto _f. and x ens rlsin 5 ern or relating to i ffie. erf`orrtmi Of t
famagomv nt S ervices on behatf of City, and t_z) dit awncr r ,ip, Organization,
d. e veto p rnent or co n r etiori o f i).e C o o r so or the Prope an .ci iii Hit &irdoLl S ilv(ate rial or other
o ondi tions existhig. at dw ('eourse or the l roperty; an iv the use by C:onsultant of Course trace
11.1111'es trademark;,;, too o.r other intellectual property used. in conlioction Mtti the Courge; and
any ob]i g afi o hic o rre d. pur vav t to d.i re. ction giNrea Ala i da City e ni t).[o ree s b y Coniqul tai ic
wit.[xln the scope of ttjis gro e t; and A) any acts or owiigslons of City OV l offi cers,
directors agents, emplovees, representatives, contractors a others or whom. i.ty L
rc of l
a nd (Ali any tl ftl in c otin.ection with tli transition of flic managememit of th.
Course to ongur: any and (viii) the food and 'beverage o .ratio and ix the GrOlind
iaintowkn e; to ffia dltsl wnt. v iac d by law, c c opt to The extent s uc h. li�4 ibd_it:l s WeTe
aUsed by Consultant's will_f or criminal miscon (gross negligence or fraud. "Aty s duty to
defend and indemnify Con5ulta .t and the Consultant Related P�otics s. all erxund to afl_ liability,
loss, d ainap., c o r cxPtnsci her undm arlsing f rom or reJati�ia to wiy event or occurrence
takirig ptact prior to, during, or after the Term- City's indetunificatiort obti ation W not titnite
by Section 3.43.
9. �c r�� altar t' t.ncl ,r i tin bligglon Consultant all do d., W .iffy and hold
}it y and. CAy s Sli-are hoId r officers, dire ors, e tnj)1 y e agents.. and .r piece �tativ (die
"Ca Related Parties" an l s iid l'mr all 11abIlit Claims, loss., dams cost, or expunis
1
8.21
inclu.ding, without lin.iltation, re somable ttora y fees and e pets. s risin g from or relatin
to tile 11gIi gQnt acts or omissions of Con suItatit. or its o.Mccrs, direetor ag ents, emp loyees�
representatives, contractors and others t rwltom Con -sti ant is'r s pQnsibl to i .i[lost uxwnt.
p ei. in-itted by law, except to the extent Stich ,lets o r O missions were directed o approved by City,
o r sir_ tt 11abill fios were ar: sed by City's w illfut or crim.nal misconduct, gross ne li eras or
au d Conmiltan duty to d den d an d. i den -ini fy C ity rt the 'i.ty .fi e f ated Paities shall exten
to ail 11 abili ty, loss, dam a e, cost, or expen sc h rc; from or relatin g to any event or
o cc urren c takin g p t ar, c prior to, dur]-ng, or aft e. r the T erin. City a.el towIedge.s drat C iisL�lt nt
s ha I I not be res pow ibl car a n y d am ad; to Rrop e r r under its ear cu y an control a d tut
City hall erstiro that aT1. such damaore is covered by appropiate insiiranco coverage, Flo%veve
City and. `its t` hall .Pot 1) e o .l. i ate to iiideninICy C�onsuItant and, th
,OmLd tall t e l at-L. III: �roni claims a�ri in `ror W -1 l �f or criminal misconduct, gro
r.i enc :e o ffiad b y C 0 0 d/0r t112 C onsid tan t Related Parrie
F
IN k
Stirvivqj. Tlie defense and Indemnification o hgati u co Mined in thi Avic.l
,hat. ,Oiatl survive th e cxp.iration or* term inati n o f this Agreement far any rea o.n.
AR J CL E 1
RIG HT TO CURE
t .1 P erfonnance., If, a fter the expi;ratloft f an-y p rmltted grace p clod or -rioti e and
c ure period, a party hereto shall h ave failed to cure a ny default in. U ie per of any
rqra� entation, covanant, or obl,i. atiou on its paA to e _perFor .ed, thon the other part# M. ay at
any time tla�;ro ft r, Withou i t rtla r :riots. p r'foiir. tho sarxie for the-account a nd at the expens'o
of the other party. Notwithstanding the above, in th case: of n emerge, -nq, either party may,
after 1-10fice to the otfrer Party, so r a wnaWy per-form h.) the other party's stead prior to the
e ptratlon of any app lac aWr, -race c rloda pro vided, 1�o er, the other, offierp arty shall not be eeaied
h d cfauIt vnder this A rcemeflL
u rs em P,n.L. ff purs uant t o lbis A rd el e, e ltkar party at any time is cotnpelled
or elects as pemiitte d b y the rcnmvdiately precc din g S ccJt Ion) i to pay arty a -m o iT ic n y, (i1 to
do any act ixibich will require. the Payment of may s tall o f Money, or (iii) to incur any expo ace,
nc:iudin real nabl attorneys' Fees) in inalltuti -o pros ec'r_rt.in and/or defetiding any acrtioi.) or
proceeding lnsti.tutcd by reason of the other party's failure to erforni, as described in the
7minedi tel r pre ding Section, the sou o su. i s paid. or payabte, by s uch. pa rt Y, with. all interest,
cost, and damages, s ha ll be; inimedlate:l x due from tho o ther u pon r eexpt of a statmrmnt and
E OF DEFA UUr
The occurrence of any one or irrcre o the follo irr evelits whic'h. is not eured within the
sp e ei. fi. ed. GU re, p c6o d, if my, shall o ons 6 titto a default -under 1W -A gre e men L h .re i ri MU, rQ rr
to a a n f e.rr -t O f Dof uftlF
1
B.22
11 _.1 Failare to Pay SL qii§,Pkiq, Eithu pasty's Ulare to pay any sums payable mid r..
tla.is Agreement whun a nd as the satne shall become dui zind payable and s uch fafixtro shall
cc on nt ;c for a 0eri. d o fi .vs aft er wrftt ii no(ic o (sp fyi th o itcm riot paid) dier C. of
from [ho othe party to the do-faultilig party.
w 1 1.2 Fallurc t comply either p arty's mat vial Failum to comply with any of* the
oo enmit agreeme 'terms, or cond-Itims contained W. this re meat and ��ch .failure hall
oontin for a period o thirty days of er ritt n tioti t rmf from the other party to tb
de_f':mIdn g party sp cci fyin i n de tliI the ma t ure of such fai lure, Not ith s t atidin g f lie fore go ing 41
the cvcnt my su faflure cannot with due di liggn e bG cured viiffiin such 30-day period, if the
cleCtulting party proceeds promptly nd diligcatly to curc the same and thereafter d1ligently
pro` S e (;tiLe the. C U ri rig o.f SLle1.1 fa Ikir:, the ti.m. i thin w 1 eh t h.e fa i itjre m ay b e Gure d shall be
extended for .such p erlod as may b e n oce ss ary for t1i 0 d Ofall 16n.g party t 0 m e the faiWre.
If pith r pat ,i applies :f r or cons"ClIts to the appointment of a
receiver, truste e, or .ligitidator of Jlts ff or aay o f its proper ty, ii is u I e to pay its debts as the
ma.tum or ad is writbi t 'ts inability to pay its de bts as they mature, iii) makes a ricneral
a s sl gom t for 0 o bone .Rt of creditors, (iv j ijdjudicMed. a b w a. -rpt or ins o vent, ar Elle.i
v oluatzry petition i-n ban.kruptcy or a p tit`ion or an answer scek roor lizatio or an
arrangement with creditorg, or taking .d antacr o r�kmptc reor aai ation, i sol y,
r adjtu t ent of debt, di [uti..a or liq law orstatale, or admits the maLeri.al -allegatIO1.1
of a petition fi te d a gai ns t it xn an y p ro ce e dirlgs under aay sue 1i Ian o r if ay actton shaII b e taker-
b y said party for die. pu p os e r `f c tin ariy o the f r goill.
Ate order; j cl.gm eryl, or decree is mt r d withow. t z
appticatlon, ppr a.1., or consent of i(licr -party y any co rt o arnp t n j risd.iction pro�rID.'�
Pell x see in �r r ani atioa o- aid party ar p1 o'.rit�ing reeei er, trustee,, or iiquid� tar of
zld arty- or of all or a su'bsilau.tial part of any of the assets of -said pare a nd such order,
judgment, or decr r(�.Tna.i.ns u nstav d and iii cffect for a period o 'Y lhi ty, 9 days om the d to
o f entry t it o_
A R T ICLE 2
RE1IE
�.2l: ,it 5RCm (Eq,
may:
t 1. t Seek specific p romance of COnSllftant's obligations or iti relief, a
plIcill�
1.2.1.2 erna nd and reeci e payme nt of all anigunts dtie fifty Under tic term f t1ii
.Arne ijt. aTid the payment of all co damaL7 expenses, �r and a5on ble attoru ysIs
fees o 1 C, ity arls dale to C ansulU s Evert oft efaiiIt;
l 2_.1 y 3 P ru c ed (o r rnedy the Event of cfautt; and in. connec;tl�)JA with 5uch =eci
City may pay all ex.pa ses and ploy c ounsel. A ll sums .icy axpended or Gb i.gati.m
mcure d by City in comic tlan therelvith shall be paid bY Cous to City, upon
16
8.23
d em an d b y C i t Y I a a d an. f ai l t ire o f s ach re inn b n t 2 C ity 'E ca 41 t City's p ti o n, d c d U t
all costs arid expenses incurred in wianc Gtio a w itli remedying the .wont of Default {o i
the next s u r as h om- Fn g due to Con sult nt Brom Ci t under tennis Q f this reemont;
an
t 2, 1,4 T erin i ivate t hi s A Qr cem ant -b y wni t ti notic e of t rrrluinati o to to Cons u tta nt. U. p on
ropar ter ii ti of dii -A&mee ent, Coustilt nt sball surrcndcr oc cupinicy of th
P roperty to City.
No r icd gr ntQd- to C ity is ltat nd -ed to e l s[ e of imy other r antic r herein oT by law
h r wider or now (jr hcrea:�r exist r g at las in equity, or by sfiatift,, No d o l a p car omission by
i ty to C x C rc15 e an y right ao, c i`cii.ag Lip n are Event o f D e fault sli a1.i ,imp,edr ;;it 's ex .rel of an
ri lat or 1) C ccQ-Str to e a wa i Y c o f an Y E v, t o D c fait It or a tgiYiesc ertc q t1ior !w�"
12.E .ic l t, d i ri the o c:c u rren of an Evert of Defautt b y City,
Co.risulmnt ma
1.1.2A Seek pecific; erforr�ianc of City obligations or injunelive relief, as j�plic:. ble.;
I Demand and,,rcceivc payment of all mQuats duc Cousulta. t under the tents o
this Agrooniont and. the payment o ,ill -c o -qs, da a es, eases, art. y Bona l
tto a o s o f ConsuIWnt chtu to Ci L 's E ve nt o f D efault;
12.2.3 Proc c d to rem e dy thG .went of,Def aml in con.n c t:i O n Wi th RI-Ch. reme
onsultult filay icy all e-xpenses and empley oun c:-L A H s unis s e x-pend-ed or
o b I:i i t *1 o ns incurred by Consi-At nt in comic tlon th -em it shall be aid 'by C ity to
onsulta-rit upu n. &�mand by Consultant, and oR fafl tre of Lt6h i it baN rn -exit,
'ovsuitant runny t o.ws iRant ovv o-n, de duct all costs and expenses inzurred incurred i i
nnealon w1 li rernedying the vcnt. of l f ul( .from the .acxt sums bocorning duc t o
City fro Cons ul cant u nd er the tenns of this re mtint and
1 Tex min cq te t Agre t. by ltwritt�rtti t.i.tit to City,
In such evellit, City sh -all pay to Consultant within to `10 days of termination an aniount
c1qua.l to dic total unpaid IMwa nt Fees tliat Con,5vfltant would have ar had
Age -ame at- remained in e'ff(4-0t Lrrttit the e nd o C the, 'remi.
No remedy or rit d to Consultant is 'E t nd l to c his v :f carry other remedy li. rein or by
law provided b ut ac:h shall be cumaflatiirc and hall be in addittio t to every otb.er romcdy given
here u n der 0 r 110 w 0 r creafleNr ex i 5 tin g a t I a in equit y, or y statttt N o del tr r onii ss ioa b y
C onsultant to els a, .ri _t ace ruing upon n Even t of :l cfaul.L li {all impair Cousultant's
exercise i f. ax -i y 6 ght or shall be C o ristrued to be a wa iver o C any EL vent o f 0e a .]t o a cqui esueTtc
thereto.
12.: Lit] gat: ga. In the veiit of any 1iug tion under or respecting? this r ement, th
prevait rt arty kiMI b e R e n title d to rea s oty b1a attornoy fie Qs an c Cot1 t costs t roux h ]I p re trial,
trial, appellaw, admini tr tivc, wid pc t udgnicaat procccdulgs,
1
6.24
AR 1
1 f EyeEits f_.. erm.Li i -ti re, This Acrmenient shafl t.arrmnat upon the cccurroncQ of
any of the everts t forth below:
13.1,1 4 i F w -nt of Default by Consul t nt, and C ty series to o sultimt a nQU(;
of temii.tiation Cor cause ft r• th e expir tion l an applicable cure, period)-
13..1.2 An Eve nt of Defau tt by Cit and Clonsultaiit se a ds to City a notice O f
T rmiiiation, .for o au (after the oxpi .r tton D F wy app I ca bl e C u re, F e.H 0d
1'3� 0 Both parties a is wri6ug to t rmInato this Agr enl.entf
,k
13.1.4 Upon. the iratioa or t rminatio -ri of dhis Agree Tit according to .it
t
Ta Mcnts U TermiLiation., Upaii e pi.rado n. or term ation of thiq Ag irrcnt
all s taus owQd by either pa y to tho o ther 5 a-11 be pa.id within tzar 10 of tree effective (i .t
of Stich tcz i- .illati
iMUICLE 14
MI
14A Restri as to Emplove During the Term an -d f(w aperiod of tv o err
afte tee, ead of the rm, it is agreed that City or its agents and co tra tors 'l iiot seek to
contact, entice., r discuss 1.cymeat with any Key Employee loy o on tcant: w. or hfrtt fy
eal loy or s etzk to mploy 411.Y suctt emplqy e, widwut* fir t ol)t 'r.riin the, writt ll. cowmnt O f
Co ul tan t. For parposes h rco a y E n -p1oy of ConsuItatit s 1ialI nwan any irid
holdi:. g any of dhe foltowing posiftons at any tfinc during t o T :mi. diz, genQral maiiager,
supelint n -d nt, ac ount nt b kccp r, had roksai nal .r a iit nt cep ri.r�Icnd. n.t of tiro
mirse', oar m ri�€pl0 c�:t C(xulihanl orponat Of fw
14 .2 ut id BU.�inCSSM NO(hi g COD Gamed- in this Ag-reamiunt shall be construed t
re-strict or Prevent, iti aoy mati n. ►.r, -any parer or aiiy party's :tfifiat4 pa.reftt co-rporafions o
r px� .nt .ti s or ri.n.ei is l:ro n' flga i,rr6 M. �i: ��ti� r bu,�irie�s s or .i.r� �r��: r►t nor .�i�rI I pity
o C o nsu Win t hav e any 6ght to spar or p art itif a te is a ray sue o1be bt ia es se r is Ve strr.1 en.
of the O ther party,
14 .3 Cqu r t mar ha i l n t 'J4 Agreem rx y b t d. r
count rparts, oacli of which shall be deemed ar) original, but all of Which togeffiar s haH be
deemed one mice the same Agreement. Facsimilo si neelftr stial be as effective A 9 al Oil
PrM]
sl iare.
14.4 Unavoi-dable Deltiys, They pro vi i.ous o t ..is Secfio n sball be pli.c.able if thcr
h,J1 c cur daring the Terra aq i inability to obtain w.ateri .l or reasotiable subs(itu e
i
B.25
therefor, iji) acts of od., vi# n -imen t restrictions, x ulati m of controls, enemy Or hoqW
ovemm rit�r1 action, Evil comm -otio n, ire, or affier casua or i other conditions bcyond tli-
r asonabI e coritroI of the 1) obIlgat d to p fornii If elt her part y s hvi'l1, as the r suft 0 or
thr, above --d sc.rib d. cy c nts I -Ca iI p mctually t per oim any obI1gaho a opt i1i s part to be. p e rfor m
wider t. is Agree ment, there zm fallurc shall be c s and .rwt be a breach o.f this A rreeme .t
y the pa .rt r cIaIm.i n a si t inav o i d a le de n Un av o idabIc .r e Iay` bul Drily to tli ex teirt the
ifs q i s occas i oned by such event., I F any right car o tl a either o t act: on und cr
r with r sp ct to [he Terri. is cordition d tipon the am being ex-misct1 wiffii n any rescri -bed
rio d o ti c o r at o r be Fo ro a. mctined date:,. then s itGli p res cnib d pj �fiod o f time �)r s uch. mmic d
date ..hall b e deemed to be x .teiid d or delayed, as thu case may be, upon r 1. t a noti.ce, as
rovi'd d above, for a ti.1116 equal to tli period of the Unavoldtabl cl Notwithstandin
anyih,tn g c, o nt c_in ed h e rein to the contrary the to s.io f fli'5 S c at i(.) a ha11 n o t b V, ap 'l l l�
eith pa rty's of i tto to �.y t� o 7i co t c.� ar 7 or ors r iiir d to b id
Pursuant to ffic terlus of this Agreement.
ent.
t
14,5 No 1 i-� n i ri Not1ting herein c�r�iain d shall be eern ,d to
t b.[t.sh a rights cf third parti ag ai wst al Part es .hereto; it b thc inteat that the rights
a nd obligations set forth herein are t use of the 4arliers hereto alone, with no third p a y
bcwfic-liary rights into d cl.
14.6 h P Lt A 9 a n o f Q.- di, l twLthst ndiii cctio 3. 10, and 7. 1 m- 111the,7 ffi
City h
onsid.talit all have any autho or uwcr Lo p1 dge ffie credit or'the other
party to this A,= -c men t or i ncur kwy o ter ob Ii ation 111 t.11a n an-1 a c the oth ar 1) a rty to th!
t 1i er is s Exct d d.. otwi,t�� tandin anything else orrtain d in thi
Agr ement to tae contrary, Lbepafties acLiowlcd.go that Coasidtatit is not pr idirr� City with
arty ru.hittetu ral, .i eY- d.esiga r ener 1. t c tin. ser�vic
-1
B.26
l m L 1
All capitalized or used in th'Is EY,111bit "A" and tai specifically d� m c
herein n shall h ave t h e inean[iig set forO.1 b elow Mi.ic h is aaac h d to and m ade a part o f Exhibi t
greL
"r.1� term I t dl ni. n P r o�i that directly o.� ��l i.r ly, or
at itiore inte mie dlarl s, contro Is, is ontr fled by, o r is nd er comm.on control
,with the P er son in. qu est ion and an o f i o er, dire ct o.r or au toe, a u ay sto ckho Ider o
partner of ;any .Person referred to in- the preceding, cla owning .fifty percent (50 or more
of meh P ers on. For p urp o s es of this d flnition, th c t rai c oil fty .'�-moan5 th e O"Nm r -Rij?
fift v p e re,ftnt OI or in o re off" the b a n fieliak Intere st of the, vo U n.8 power Of th e a ppro pri at
entity.
The. t ,r "Approval Righis haLt .have the meaning describQd. in S otikni
rl >A of Exhibit A,
'meanitior described in S cctio _x.4.2 cif'Exhibit A.
I1.V, t 1 -1x1 "City 111 wis the :it of tami� a, and its stice ssar legat r epr ese tali
jo Ck6 Advangg The term "City's Advaues" 5ball have the -m- ceinin described -in secti
4,2 of E hi b it A...
i:t #g its: Tire. teraa C4, i-t r' 'Re .ip ts" sl all hav e the m aaLiin g d s nib c d i n Sect 5,
of Exhibit A,
COLITsc. T ile t l. "Course s ku dl mewi. the pLf cou to be op ratrA as "Cluxk Corira Gol
onip.lex" located are and opera, t d firoin the, Real' Prop erty.
CA ni,matic e ingnt D ata;, Th e to mi o imour,c.mca t ate" s Wt mean th u date s c t .loath in
ti 011 1 l th 011'st tall.t. Ykgreem cut as the d -ate that lie i V1 at t S evi c c s s ha I t
o min c nc e,
.`on ultam, The ten.il Cwsultail C -III-ealls -III- all Kernpor ljv 111 Ill inois.
cal -Po.r toll, and its s uc c ors., Iegat r j) resentatives, and p .t:.31tt d ass i gas.
sit Accoitnt, The term "'l po It c omit" shall have N meaning described in Sec
3. o f fq.xiiibit A.
.r_ 1
B.27
ri irortirr nta.I 'La The t .ri -n "�.:ivi rrminie nta.1. Laws" s hall aim a1l C urrent and fbtur
federal, st t. and loc at. statutes, ,r auI ations, ord Inanc s, and ru les r ta.ti t o 1) thic enU
X1 s charge, r c I case, o r thre. at oned. cc le a s e o f a I-1 a2 ardour fat orl aI infix t 1 c. air, it a c water,
groundwater or lard; H t le x�iaml, �t�lr� .roc ing, Ilse. en ratio n, ti' �ll�m st x•aa
disposal, tr ngportation, handling, .r i o a.l, reni diati n, or iiivesdwation of aKazard
Mated al.; or 11.E the pot ctioa o Ch Lim an lrt attfi, safiety., ox the Ind -00 r or Outdoor
ettv im riinent i. -a wit how [Imi tad on, t h a Man Air A ct, (bo F ed-era I atur PoIIu6.011
o tro I Act, die Resource C'.o scTvatioii. and Recovery Act, the oni r ensl
rwir ralle r.t l ROSP011 so, cam ation aud Liab-i 1i ty Act, the Qcutpa aonal S afety mul
.l .t Act) .11, all regiflati ns r oii lgat d th rewder, and their state or
vent ul Vi term "Fivew Default" ball. have the meaning esm'bed iri .Nqmw
Y
iro Qll The tic ni1 "0- ro5s ove o es s h aal] ralean aII m on tht y re cc i Is re, lat &I t
arr d ri d fX0111 the Ta i. n. Of tho C rso from cash or credit transactions rec
daring the Term, c mpated on an ac c 1 b asis, incki irtg, but not Uj-n [ted to, greew foes,
4 rental fees, g aest. [c s, incurne derived C rom tho hwestinclit Of Gross Reveiitles, t.h-
xr o unt o.f al, I. im I. e s (who Ies a I e o r retail) off" go od s, woes, o r merch ndi s c on, at, or fro m
the P roper o r fir sery i.oes -C an y natu re p e.rfo mi c d on, at, or .from Uic P ropc,
d e te r m h ie d in a c c ord xnc o vitli i i era HY a r, o c
pted a c uritXxr g pri�aciplcs, app lied on a
consistont bases, Gross Revenues rl.I bc -r daecd. by arr�r refunds, rebates, hs -wunt and
r dit of i,�a�nIar natijre gi r r., 4i. d, 0 rettrr71 d b oi: )sultant or C it v in then ur e
Gross Revenues sball riot iri lu de-
pli. ble A t e- i is .tapes, a dmissi on, cabarct, excise., ga-l", and �C
(axes, or similar rnment I hear+r s co llected directly -o i oustoniers or
t wets or Part t� 1
stc P o Na g 0r c i
the .0 C S
Service. charg which are do fii c�d to tneart percenutge a atrtiti. added to
b !ling 5 0Inp ens tiOn t o amp 10 of the C:o11Y S 0
o P roceeds of b orrowincys by City;
o Proceeds paid as r ;sti It of wi inaurable loss, unles aid fo-r tbe loss or
int pliort o:f u iiies t the, t rot such itjns arc Or d. to r e i.d Iog3
c o In te res t or .uvestigent i.ncomtt eam ed o u dil i tribUr -e d osI e Ne t C ash Fro
to City or C onsu I tarit pur u atit to the terni, of E x 10 it A or
o City's ..d arr. c
ii o_�` abo provisions .�resrki.tIlI i.. ��c�rt Z �'.olct �or� �ror� �r�� r�r� 1
HMMOLt S 14 1 The term "'Haze do us Ma exIaI" s 1iaII nic an any so Ii d, I I (I uic1, or
as ons s b t is chemical, c mp ti d, p rodti t, bypwd(i t, waste, o at rial t hat is r
1 econies regu late d, d efined, o r designat d b y any applicable fed r 1, state, or .Toca t
c �a m. a. authority and Env nLal Lai a h r otis, extremely
Iiazart Lis, inun hic-n-I 1. y hazard o ti s dcmge.ro Lis., or to. ic, or as a poIlutant or coat niinallt,
.c.,t�. wit Iiou Iimitation, asbestos, o chIorinat (I I nyl a n (I o1.1,
petrolcain, petrolwni products ud byprodi ts.
.:.mow i Tlio tear. "Impro rents Full ni an the ir.niprove mits, structures, and
FiXUI S placed, const�ruc tech., car. ins �a:lled wi. th eal r t) rty 1`o di C�`�c�trrs and any
bsequcnt niodi.f cations tkrctc
In utngib le P e rs o ma The tin "Wan.g P r on.aI open` h al I rn. �n. -a I
in Lana ibIC ,property 0 r ri ghis own C(J car 1 el (I by C it ire c oriji6 c, 0 on with th a Co tir e
incd W.Ins, but not I Inu tcd Lo, sec. uri.ty d e osit s, prepaid rend Y fiquor and oilerat in
hcerscs, aad .11 tradamarks related to the Course.
K r to he term "Ke,y Enipl cc� s: aII h th cx1- M11 es crib ire t<i M,
fit o f,Ex hibit -fix
L aws.
nuo Q I I q x o. t r r: a� .a eme t Fee" shall have t .io in `nine d escribed in
S ctlon 5.1 _f .U4,x hit A.
I a nag= en t S e ry iz es. TI.-w te r m M anagye ment S ei'vtI s" sha U me an the s l vices
Net 0 P e ra ti 1 1 ,g T.hc tour "Net Op cra t i n g In c om&' or "NO 1"' s1) -a.1.,1 b e col .p ti -ced.
as tho. 8 Um of G rms Re v e xiLies less cost of good s s o I d, p aytO II oth. r 0PCFid ill p el Is e
anti the r .r .r .t s a .1 t n, s 11 c -t inc l de p a. �.ni on Ls ass oui e d with
iTiai n.i naitc quipnioN ,t lea ses, -�t expaiCtires, it r est expense, taxes, depro 'lattoll
,0 -_g.�L3tI, F,t, Ttie terra'` t) i* tit).or u oC" shall have the me -aning described in
The term "Operating p ns Account" s hall kave t h
ibed in Se-etion 3S2 (if Exbibit A.
rati: E E.V1 i M u m Th 0 teri "Op c ra ting E xp-etis c N I it�iju m" shat] have th
nica n i n a d e scrib e d in S cI -ion 4.2.1 orE`xtubit A.
ZP
t f The term g'. O perating F lAp n to ll in all per atit� Im
of the Courso incurred r paid ou' ohaif of it r diwing flit Too tn i )uted on an accrual
b s, r�.o r c b i t Es t I imi t i to, air: fo I lowing Items;
B.29
ak ri wa en l.o ee b as, and payroll exinnses, i C ud'Mg wittlow
fill-litat.ion, pa ro vice b ureau Fees., payroll taxcs, Course Profit sharai
programs, and insuratic;o for all j)10 cs umploye.,d on -site in, the direct
open #at.ion o -f the purse, e xc itd:ing, however, service ckrges, whiell are
doEn-ed as nent grraw.itics added to hi.11in s, and paid to employ
ll cti e-ly, the "Grass Payroll'%
o M ark a tZft g ad cr g, and prof etiomi expenses;
o Plirc ll a8e are 'Cop I ac eme t, a nw c ssarv io f Jmv c ntor•-ies o f m a i. nC man p all s
and sgpli s, food stores a b�u siip lies
to Purchase and r placument, a recces- slary, o f s ilver, G 1,naware. g la ssware
c ooking atens i;i,% and aL4 ur ir .i. -ar item s o `cgaip17.10 t;
ro sk
Purchose and r pl.a .niertt, a� accessary, -off' i~ s upplies c rr put
ri t rs fac�si.�fifil mark [nos, photocgiers, E t r L of fice
ea and accotinting ervim inctirmd in tine on- site operation of 01
a
costs c: l :rat nd other cons hart ut.ili e :tor the Course;
o Reasonable travel expenses or on site e mployees iricurr d clusivol y in
connection with. the btLshiess of tho Cmirse
o Accrual of a. reservo for insurr mi (Including workers' .tra_p action aid
oj) t-t r tjxa,� ea ch t�nc�nt inn. mo t. or at rate that .i s���' tc e t to a
so-c insurance premiums or property taxes when they be n, 16c due and
Paya la"
:I t ar c premiums to L hu exterit riot prov for in the,
.ras .r j� established therefore .and any deduaibie arnourds required to be la id
U SUant to Course insurance o er'a e;
Accomits reccivab. t; p reviously included within. G Reve li s, t o the
they r n.aM im aid n t dztys a. er die Erst bil.1,1.11g;
-o Lxditing, ac ou fing costs, comptit r -d es, and legal f=3 inmirred 'In res c�
of t operation of the Lour i-nuladi n any ron abl financial
niana ement a nd -reasonab accounting fees paild to third p arty accomitin
fi rms, if Included .in t ud.; t
o Cost, i curTed for uti lides, including, but not. x d to, al e learic, gas, amid
wat er costs, and wv other pri ate 'Utitit ClIt'Irgeg kicurr d in cormectiqu with
flie operation of t Comsen,
o 0 rdmar� r aiiit ,r�ance attd repairs, ex c tis i v e O an y c aP i t al improve i i or
ca ltal rcp laoc -rrx mt. which are hereby e ciwicd;.
6.30
o Tic .mount to be rotalncd Cor purposes o rY� �r�t� i�� -t. 'o�• �.r� Capital at are
a ppropriate 1 l;
All out-of- et expenses incurred nsuihant in providing IJIG SC j7ViCCS
und -er ttio, tarms of ExZ bit A, includling without limitation, r as nab -le travel
for elliployees tniiployed mi -site at the Property and Commhantls other
employees whk n �1 d in. p r.l�c�min (l ie bl igakio n Of 11SUItant
h r wader., air exptess, costs of .recral -tme t Ondudin�� iip licabla agant -rc
aii -d o th u r incidental exp ens as inctud.cd ire t he B ad gc.1;
o Ex penses, Inclwfing legal, tees, damages or othzr costs, i n of d. -in d -C .din
any employment la u.lr C harges or clam. s hivolving personnel of
the Course;
o All c p otis cs set forth In tapprove d Budgets; and
Aft oflu, ciisto r and r as (ynable expens4 imorred k the op ration off w.
Cour c and t o Improv teats.
)\11Y of the above rovis .on resuffing M a double in hision as an. Operating Expense shall
b e a1lowed as an i etu 9 io n onIy once.
OperaGng Bxp i s 1 all not i n cl e (i d preciation or a iortizati on, d princx.pal or
t r st t o z�ade ted neaps, (iii) .r� al r .case p n t for major items of
urns -tur fixtures, or cqu -TI 11 n.t wllic in accordance with gen ra l accepted accountxny
are purchased and capitals d as x. d assets, R j v) t c cral state an local
inc o inn ta s n f an iiatu re or kind izicur red by Ci t i r C onsu Itant#
y "me is rr. c 4 siiait nican kny i d� idua:l, partnership, c r r ti. on
sociati r otl 'ler emit r arrd the h trsi, e cutors. ;adrr�l -Mi trators, legal repro tati Ives,.
sr css r x and asslgns of uch. Perm w here the context s a irs; and., unless I
context otherwise -requiros, the si- l Aar hatL in dude the �plura.L, the nvaso tine hall
ludo 'the e 1 and the nouter, and vice versa.
4 usonal P The t m -t "Pe omed Pro shall mean, t he hitangible Pe o tal
Property and thc'Tmigib I e Pe rsonal Pro 1)ert
Positive Net Cash Flow. The t rni "Posidye Net Ca FLow 2111 lull mean the amount., if
any, b y w h ich Gross Rov en ues exceed Op c.ratin :expenses Cor th p artictuh -Ir period b C in
Mca u
.I� The t .r ro rt.y" hall m aal i th mp.� e c.nts, (ii) the PorsomM
Property, and. ifi the real Fropert
al Prope The- term SA R eal P roperty" shi n ieui that c ertain parc-el of kand upou
w1iir,li the Comse is located.
C.1
CITY OF ALAMEDA
CONCESSION AGREEMENT FOR RESTA OPERATIONS
AT THE CHUCK CORICA GOLF COMPLEX
This Concession Agreement ("Agree
is made and entered into as of t
day of Januar a
y and between the CITY OF ADAM a Calif
orr��a rr�xzill
corporatlon (VITY" and Tom Ganeo (CONCESSIONAIRE"), a dole f ro hetor
who agree as follows:
ARTICLE 1. BACKGROUND
1.01 C owns and op etat e s the
Chuck Co ca bolf Complex �n the city
la=,da, County of Alameda al -f
orr xa, more part'cnlarly described in Exhibit A
attached to this Agr ement tree Go o i
rnple
1.02. Part of the Golf Com piex consists of b ild g, wh'ch .w11 be commons
referred to as the "Clubhouse" and w
ch contains restaurant and bar facility.
1 The ma Of C has substantial expeece on
Owning and operating a restaurant in lameda a
llfomia.
1.04. CONCESSIONALRE is i nter e sted in operating a .restaurant to have such
.c as is reason satisfactory to CITY and C
����1�TAl'� and locating
that
restaurant wlth�n the Cl CITy is mterest
d in providi a portion of the
Cl faclf* t 10
DARE for the purpose of authonzing and all or
CO NCESSIONAIRE to operate its restaurant a
Cxclus've food and beverage S ervice
at the Golf Complex.
C2
AR
2 .01. orr. For end in
c onsideration of the payment of conce fees
and the perfonnan.e of ail the
covenants and conditions of this e ment
CITY hereby
provides to CONC and CONCESSION
hereb y accepts for th e
CITY, the P�'erx�i e
has hereinafter defined for
the term and on the co an
on'tions set forth herein.
2.02.1 e nitior, of, rel
Mises.
The p'r'emises'' is that rt'
p of the Golf
'oplex which will bt occ
pled b C XC S S IONATRE inc
ludrug b o th indo an
outdoor areas, including the fix a
c Shack at the G Compl
e 1�xerr�ies are s hown on Exhibit B tc this
greenjerrt (except the Snag
�hac l WIc shall be
defiri ti e and co cl s
Ive entrf in g the P remises. The CITY m ay'
in the, future erect a
ternporry st for the use
e o CONCESSIONAIRE C SS N�.� for additional banquet space,
The st will e aid for
p y the CITY and fumi-shed
b y C ONC E SSI O N A IU, Thc
structure will be considered art `t
p Preis.
2.03. I eser ations toTQ
CITY specifically excep and r e
s ernes to
self the use of the goof the
etez nor ,portios o the 1rmrscs and
such areas w ithin the
P re m i s es req uired for
r installation) Maintenance tenance a d re
pair f uti Iity .l'
ines and other areas
required for CITY to meet its re ai
p rr o I�gat�ons to Pr from time
to time dng the
term of this Conces sion, a provided ided ire Section .o1. No n hts
are confez upo
C and
ITT specifically excepts an d re t rtself, urile
otherwise pecificall roi�.ed
p all rights to the laid and I ro
p ements below the floor
level of the 1remies or the L
air gh L s above the Pre mlses and to the land and
C.3
Spec i i cally provided, CITY is respon
under this Agree for maintenance and
repair of all portions of t which
are reserved under this section 2.03.
2., use, C shal
use the, Premlses e c
1 US Ve1Y for the
Mairlten ilce and operation o tie X
.hJ ..'d „.ud era se Qe a t t
Q0jf
COMPiex Within the, Premises, C oNC S S Io
NI s h a ll maintain and operate, a
restaurant and far facility which is approximately pP�'oimatcly square Feet.
CoNESSIolM agrees too erte
t. Prem durIng the entire terms
o this Coricession uless ree"te
d from doing so because of fire acs
iclent,
oveental regulations, or acts of God, and C
C agrees to keep open
the Pr and diligently 'op er a te t
die busi conducted therein, using su
number of trained personnel for
e'vree, eac1 day of the year that the Golf Co i
W en,' so as to att ract th e max imum volume of trade or patronage available.
C S IoNA IRE agrees to conduct its business at all times in a first-class ss .annex
consistent-with all 90ver=cntal and
insurance requirements and reputable business
st andards and practice in good fait and in
such manner to mai a high rep utation at
the Premises.
2 O S. Rest riotios. CONCESSION s riot cond or permit to b
conducted any private or public nu'
sanec o
the Premises, nor conduct or permit an
waste thereon. C s h al l,
at its erase, opt with all law
orinanees and r 1
ations aMleale to the rem
ises and the business siness conducted
thereon, including CIF 's non o d
r D ance.
3
C.4
2 .06. Unless sooner terminated in aec w ith F
ordanee nth pro of tlus
A greement, this Agreement shall have a Te
from the, CoMrneneerent Date [Jana 1
2006] for'a period of f, ve gears to D ten (th e,
be.r I, �t�� �'errn
2.06.1 t o s. In a ti S ..t 1
R_ .d e.finr in Section 2.
above, CONCESSI NAaE shall have the
ton to extend the Agreement o the same
terms and conditions as hose c herein for aredtonal pefiod of ears tie
"S Form exec a p rovided ded in Exhibit C to this Agreement and ro ided
that
CONCESSIONAIRE has s atisfied the f o l l owing standards:
a. CONCESSIONAIRE has at all tunes complie
d ��th all
terms of this AgTeemc nt, both. for a ent and
for
p erformanc e;
b. CONCESSIONAIRE and CITY have
not reeeied an
reasonable number of well gTounded in fact comp laints
o erning C NCE S Io N n E' S perform under
the
Agreement;
c. The physical condition of the. Prerni s e s are ire
c om p lian c e
with th e re q uirements of this eement to the e
tent that
CONC SSIONAr E is responsible for such condi
under this Agreement,
C ONCES SIONA M shall ive CI T y v
g n en notice of its opt, 11 to extend this
Agreement for tie Second Term no later than
10 dais p� z�or to ex of the Initial
Tenn the .tee of this Ag reement may be cite
extended b mutual gree�nent l and
C.5
as provided in Section o I i for an additional 5 year p ehod the Tenn 'T hird Term a t
end of the second TerTn. The t i
errn of this Agreement may be extended by mutual
agreomcmt of CITY and CONCESSIONAM on the sane terms and cond
t as those
contained herein [except as provided in S etion 3. o iv for an addit ional nai year peod
(the "'Forth Tern'') at the end of the Third Tern. If either CIT
desires to renew this agreement for the Third or Forth Terms
pad so desiri s
pro th e other party wi vri tt en notice th ereof six mon prior r to the end of. the prior
tern. (Collectively, the Initial Term the ee
ond, Third and Forth Terms are the "Te
The Terra of this Agreement shall begin on Januar 1
g r 2 as evade by
CONCESSIONAIRE'S written acceptance of the Premises the "Commencement Date,").
2.07. fovenant of x t. Thro hout the Term o g r any renew
or extension thereof, CITY covenants that it shall not disturb t i
he quiet enjome.t of the
Premises by C NC SSI NAB.
ARTICLE 3. FEES AND OTHER PAYMENT
3 0 1. exits.
(a) CO NCESSIONAIRE shah ay concession fees to
p CITY for the
Premises as follows; 8 of all dross Revenues including, Ong, but not limited to)[
revenue from video m chine vending machines, nankin machines
g etc.. IrTpoll
completion of new Clubhouse facility C N SSI NAM shall a 10°
y o o f all dross
Revenues.
(b) Payments from CONCESSIONAIRE to CITY hereunder shall not
be due and owing until the Term begins as set forth in Section 2.06 of this Agreement,
subject to the provisions of Exhibit C.
I
C.6
CON CESSIONALRE hall fees .able un this .xTiol 3 on the fi b usin e s s
d. y of each rn for the, pii mont
sha ll be de delznqunt if not received
on r b efore 10 oaleiidar dais after the first bu day of each month, Paym shall
b e made to City of .l m da F inance e
az r e 226 Santa Clara Avenue, la=da
CA 94501,
3 .02. CoN sh pay before delin .11 tapes, assessm
11'eense fe inel.dixig bu license e
and for Barges ("t t are lied
and assc, for th use of the
r rx zse irzd r g GORGES S N. IRE's p ersonal
Property installed or located �n or on the
r r lse and that beoome payable during the
'Term oz this Agreement On d by CITY C
NC s fumish CIT
with atis'tr eidi -of to payments. .03. C shall
PaY all real property taxes and general and speclal taxes
acrd a.r�t ,rea l pray rt
taxes"), [Includtna any p es r to
r tai or 1 l
i taxes] to ed on or assessed
against CON S inter in the Premise, or impr o-wrqd b
ONC S I O NAIRE to the full e t 0 f
�11st.11m nts fat .I in a -due dur the T of thz
3.04. For the, purpose of this reemen "C
a Revenues shall naeaii
the entire aniont of the ac sales i whe
they for ca or thel from all food
and beveraoYc sales and se e (le ore yard dis is ounts, eillpl ee meals 110
..ice
P iOmotiorial trans ac ti oiris in upon or ft an art
P the Prenlies, ai)d the B e ve rage
Cart. Gross R evenues shall include "fan uet 4�
eo a �aterY g Reven Gross
Re shaiI 'nelde receipts by ejeetroni =di;
m. it or telephone orders received r
eposits r1or relulacted t o Purr asej or el-s ta- e
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orders maybe filled, billed, or collected elsewhere and sales upon installm llmnt, rdit or
lay away, each ofwhich shall be treated as a sale for the Full rice
in the months du rin g
which such sale is made irrespective of the tzrr e when C NC S
SIONA.IRE shall receive
payment from its customer no l du t.i. n _shall be allowed for u ncollezted or
uncollectible credit accounts).
Gross Revenues shall not include: (1) service charges (tips) which are collected
by CONCESSIONAIRE, except for the portion (if any) thereof retained by
CONCESSIONAIRE; (ii) any sums collected and paid out by CONCESSIONAIRE for
any sales or excise taxes imposed by and accounted for by CONCESSI4NATRE to any
duly Consti g overnment au th ority; 11l the
ex chan g e of merch betw
CONCESSIONAiRE and its affiliates where such e ch n e of merchandise chandzse z made
solely for th e conerent operation o f the b of C O N CE SSI O N AIRE
arzd not for
.the purpose of consun uatin sale; 1v the amount of returns to shippers vendors or
manufacturers, There shall be deductible f om Gross Revenues: the amount o f an
ash o r
credit refund made, upon any sale in or from the Premises previously included in dross
Revenues hereunder, not to exceed the surer so re iousl included,, y n luded,, here any goads or
i erchandise sold are thereafter returned by the pu rchaser and accep
CONCESSIONAIRE.
A RTICLE OPERATION of PREMISES
4.01. CITY will Pay the following utilities: aas, �ratex elect C' serve
y, r and
garbage for the Prey scs, which are separately metered solely for consumption al, or on
the Premises.
ti
Cw8
4.02. CONCESSIONAIRE will equip the Premises at its sore, expense -to
establish a sorts b ar theme. CO ESSI IAI� i strongly encouraged to negotiate
with current operator for purchase of ail xi tin equipment. i
quipment shah in
but not be 11mited to televisions, satellite dishes and Inten'or decorations. In
c onsideration of this Agreement, CONCESSIONAIRE a e s to install ll and pay f such
improvements subject to CI'TY's approval of any and all imp ro v ements, ecei is f or
p
improvements will be available to CITY (Exhibit C)'u on its request.
4.03. CONCESSIONAIRE shall provide at its sole exp signap identifyin
the restaurant, the location of which shall be mutually determined by the parties and i
compliance wi-th CITY sign ordinances.
4 .04. CONCESSIONAIRE shall supply at its sole exp ense cash reg isters
utensils and dishes, furniture and trade fixtures "FF&E" to be used on the Premises.
4.05. CONCESSIONA-ME shall purchase and retain for the duration of thi
Agreement, an ors -sale general liquor license which includes the autho rlt to sell deer
wine and liquor at the Golf Complex end from the Beverag Cart, C NOES SIOI
is strongly to encouraged to negotiate with current op erator for purchase of ent liquor
p r
license.
�LRTICLE 5.. PREMISES
5, 01. E aui�mez�t_and Improvements
(a CONCES SIONAIRE accepts the 'remises -ire the condition
existing on the Con jmence cnt Date. CO I ES IONA E at its sole expense shall
0
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including but not limited to painting and
new carpet.
NC SSI N IU shall not, without CI 's
prior written consent, make any
structural alterations improvements, ents, or additions of a structural nature, or ext d
modifications ("alterations") in, on or about the i
'r m'. C Any such approved a lterations
shall bc at C sole e
expense. All nor with resp to alteratrons and
utility installation nest be done, in a F
g and professional arm r r diligent
prosecuted to completion. Any such l roe nt
p with the exception of
CONCESSIONAIRE'S shall be the p of CITY.
Upon to nination of'this Agreemerit CITY m
at its option r q ire removal b
CO S I N M within 30 days at Col
SSIN s sole cost, any or all
CONCESSIONAIRE made
improvements, Including but not 11rnited to, trade fixtures
fumiture, fumis and equipment installed p y C (except such trade
fi f f.ihings and e tri n�ent p w hich CI de.terrnines may be reused in
new Clubhouse fa -flit �rsuant to Sect ion p ion Should CONC Fail to
remove its personal property within 30 days from the date requested by CITY, then such
personal property shall be deemed abandoned and CIS
Y may di of said personal
Property and charge C for the costs of such dispos
CONCESSIONAM shall not encumber mort a e
or tra any prrtr o f
CITY, and shall got permit art. cond�tior to e xist st whi would presently, or upon the
passage of time, create any lien or encumbrance on an
C ITY property.
5.02.. Maintenance and Repair, ME s h a ll, at its
9
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and sanitary conditiozl, of t
rash garbage, or obstructions of any kind, and M
COMPliance with any and all applica
pi�oale present arad mature laws
general rues an
reulatioris of any gornmental
uthoty in force now or at any tixue
unng the Tenn I of
t agreemnt reJatlllg t y
o saz��,ta�t� public, heath safet
or Welfare.
C NC SSTONAIRE s hall be responsi at
Its sole cost
for the maintenance and rep air
of the interior of the Premises inclu Boor coverings, the interior
surface walls, and
any Hm ro ernents made by CON
C SS N E,
-C shall pe rform acceptable hose in
a nd maintain and
repair all improvements to the rote
r 0jT' the Premises and FF&E wheth
rde b
CONCESSI or b CITY. A ll such maintenance, repairs and replacements placements shall
be of quality cq ual* to
ever than the original in materials and
worknianhrp,
CONCESSIONAM shall remedy without dela
any defeeti d or
u nsanitary cornditins. C
NAM shall correct such sit within
reasonable time, or CITY may, �t opt ion, d so a t C
sole cost
and e payable upon p n demand, provided that CITY shall
have first pro
r notice of such condlt'n t
C and C
SS .1' E
shall have failed or refused to corre Suc situation within,a reasonable
prod o f t"
The C ITY ma at any time, without notice, enter upon the Pre
raises, to detertn ine
if repairs, houseo zr� �d
P maintenance satisfactory to CITY are bey F
Performe it
is dtltermi ed that said housekeeping pin or znamtcnance is not satistor shall all o
notif CONCESSIONAIRE. If said housekeeping or maintenance is not performed
satisactorily by the CONC y
�IN� wi thin o d a ys aft receipt
rpt o notice, or
1
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CONCESSIONAIRE u s exp ense
Any maintenance wh *ch is CONCESSIONAIRE') s
respos,bilir 'requir to avoid imme and
sustantial .az to tl�e Premises s be
Perform-6d immediatel wit need Of tten noti o C nay, upon oral notice t
CoNC SSI N M, Itself Perfon
expense.
CTSSTNAIR shall supply its owr
are for al service, including win
w as h ing and refuse container C
SSI s not be -responsible for the
maintena re or re placeme n t of fan
sang in r around the Premi
C ITY s at its sole
Est and expense, maintain, repair and replac
tie
follo the he Ventilati and air
eondltlolg systems; the foundation rood
4
'r, and struoturl p ortions of the Pre m ises. CONC shall give CIT
notice of such repairs as may e r ender t e err of this S ection, and CITY shal
proceed forthwith to effect the same with reasna
ble ilie, but in no event lat than
days after having received notice.
5.03. Utlilties. CONCESSIONAIRE s at its sole c os t and expense
Pro for cable television a grease removal
g scrvieos.
A,RTICLE 6. OPERATION OF FOOD AND BEVERAGE SERVICE
6 .01. %s Agreement Provides CONC wi the e n ht to
Provide P 'Tovide food and beverage service at the Golf Complex. 's fool and beveracre sere'
ice
shall Include the erasion of
p a restaurant an bar facility, catenug and banquet sew'
gee,
r
a�3
11
C.12
patrons of the Golf Compl The Premis
all be open for b r e a k f a st and l each
dy ote dear that the 'Golf C omp I ex Is OP C S T shalI b e op en 7 d a y s
week ope 3 0 rnira.ute_ pnor to th e fir t
m oming tee tirne aid re aI open until
nig fall T "snag sa1l
open, 7. dar a for 8 ho a day r d a
exeet CONCESSION shall
purchase one or more vera has at
CONCESSIONAIRE)
s expense for the retire Term of this Agreement. The B evera ge Carts shall be in operatIOR on weekends F
holidays and du rIng tour ar ents a minimum of
tree compete trips around
the golf courses, City shall erforM routi
r aint nance of
the Cart
CONCESSIoN ME shall reimburse CIS
or the cost to CI o
die parts and fuel therefore.
6 .0 2 CNCSSIoNDzE shall hire a r
p ofes ional m anager or c mbtnati n o
staff to Manage aid t
c onduct day -to -day operations on the remis
e CITY and
CONCESSI 1 IR-E shall meet at
east arinually to revi the pe rformancc
of
management of CONCESSIONAIRE at the premises..
M will measure customer says a t -ors levels at its food
and bevera opertxon at the Golf Complex p and shall report the firrdins to the CI
amivally.
ARTICLE 7.
INSURANCE AND INDE MNITY.
7.01. oNC SSIONT IRE agirees to inn
enrfy, hold arrrrles and
defend city and its agxits, O and e
n plo e s against each and eveiy clairx demand
seion of I i a ility and action, inc ldin att
orx�eys fees �uer�red ley CIT as a rsu of
Y legal action w hatsoever ansinc o r alleg to
r from and apt or omission., direct or
111 11
i
IV e, o or any rari errs o e o
1
C.13
contractor of CIIC or any suco ac o r or eploree of any 0 f t
h erg,
whether for death, personal i n j ur y
or damage to property, i ncluding claims
demands,
asertions of lia and actions bons y any agent, servant, e I e
or contractor o
CO NC E SSI O NAIRE or of a ny s oz eM any oft
hem- or by any other
person.
7 .02. Insurance. Oil- or
before the Com -mence ent
Date,
furnis CON
CESSIONAIRE shall CITY with cert shower
the tire, amount,
class of operations covered
effective dates and dates of lrat
ion of ins cov
in compliance with ar a
C and D. Such certificates
h�e� not limit
ndezx 1fication, shall also contain subs tantially tar��ially the followIn
statcment; `Should an of the
above
insurance covered by this cell b canceled or
coverage reduced before the expiration date thereof, tae insurer affording cove-rage sha
provide 30 days' advance wn ten not'
ee to the City of Alameda Gerd
fed niaxl,
A tten tion: Risk Mana It is ag reed
d that CONCESSIONAIRE I NAIR shall mai ntain ntain 1n for
at all times during the p p ze t A all appropriate c
overage of
insurance refired by is e
gx rnent with an insurance company t
p that is acceptable t
CITY and licens to do
i nsurance bu siness in the State Of California
E ndorseme n ts
naming the CITY are additional insured
s be subzx fitted with the insurance c
i.f sates.
a) Covera e
CONCESSIONAM sha ll maintain the fol1owix� insurance Cov
g
Workers' Corn esairx ad
m to er Liability:
St coverage as req uired t
e ate x �a���orrz�a wit,
1
C.14
(2) L
t
CoMxxreril g tkmeral h cover
iii the, f ollowing m i n imum
Bodily Injury- 5 J J Qqo
each oocurre
R000
aggregate- all other
Property .damage: $100NO-each oc currenc e
250 1000-aggregate
L iquor Liability
If submi a co single lirnit r i
poliy with aggrcgat l the
amount of l,o o,o will b considered equ to the re u r d m
inimurn limit
shown aboe.
(3) Automotive:
Comprehensiv automotive habillt
ooverae W, Co
Single Limit of 000 each oc cu rre n c e
(4) Tenant Fire and Extended
Covera e fro
perty
In sura n ce. C s h all at ati times dunng the t
h ereof ma intain it effect oliof of `a F
F all z proprt' y
covering trade fixtures, Mcrehandi c .axed of ier er
p sol prop
from time to tlme, on or UPon the Pre
mies, in an amount not less
than .1 the it ac tual ree i ac even t cost.
(b) S at�r� v.i CONC a gr es that
1
C.15
the event o f loss dui to any o f the i fo w i
has agreed to provide ooMMrci
aeral and automot hablilt insurance that CON C E SSIONAIRE sail look sol to
its in for recovery �ol����
NaE hereby g rants to CITY, on b of an
insurer providing commercial ueneral and t r t v 1.1 insurance to eith
ColC or C with resp to the s e ye C
herein, a waiver of an n' ht to s bro cra
tcx �e. any such insurer of said
CONCESSIONAIRE may acquire ius t
CITY br rtuc of th e p ayment s of any loss
under such ins rance.
(c} Failure to Secure. If CONCESSIONAIRE at any time
dn�,z� the Term hereof should f to secure or
maintain the foreg insurancc, CITY
shall be permitted to obtain such insurance in C
oI TC S S oN ME' name or as an agent
Of C SI and al
e come easated by CONCESSIONAIRE for the
posts
of the insurance premiums at the rnaiznurn rate
pennitted b y far and rated from tie
date written notice is received that the premiums have not been paid.
(d) 5 of Insurance. The insurance limits required
CITY are not repres as be ing sufficient o�er�t t protect �o���ION..IRE,
C NCESSJO I .E�_E-; is advised to confer with
ol����.� s insurance broker
to deter-mine adegnatc coverage ofCoN S I I nE.
ARTICLE 8 MISCELLANEOUS.
CITY warrants that the Golf Cony I will con
p nue to be used as a
coif Co le throughout the Term. Ne ert ties rt y
sal name the r�ghz t sell' Golf
Complex and Clubhouse and assiffn its znterest in the Agreement rovided that CITY
1
Ca16
shall give CO NCESSIONAIRE Six months not'
i prior to the clos. e of es cr o w on and
sale.. Any such sale, shall be made .1 uption by the purger o f t h is
Agreeremt and a purc shall t
roan all of tie oblig of CITY a
lessor under this Agreement,
i 02. Financial Records and Rep CONC ESSIONAIRE
prepare and m ai n tai n an adequate set of fina records accordi to generally accepted
accounting principles (GA-AP), documenting a ll C
NC SINAEU s Gross Re
pursuant to this Agreement. If at any time the CITY deems
accounting practices or procedures inadeq or not
in accor with GAA-P,
C shall me
quested adjustments to its practices and procedures.
Concurrent with submission of the Oay�aent f the, concesion fee,
CONCESSIONAW shall submit to the CITY a written re o of all
NC SSI NA.IRE)s Gross Revenues at the Premis during the prec a
period. Such report shall include, without limitation a'
d redn of such Gross
Re-
.0 3 Financial Stat meat and Mi sc elIangous Rep orts. In a ddition to
such other reports as .y be re u�red this
Agreement, C shall
submit the following reports to the CITY;
a) Statement. Within 60 days following tie fast
day of each year hcreunder, 'or at any earl termination of t .greement prrr to the end
of te T IC sail i
u�rn�t f�x�anera� s tate m ent prepared in
accordance, Britti generally accepted ccouxtin nnci !es
g covering all bu s iness
C.17
transacted by it at the Pr dun' such
pe riod, and all dross Reenue dn b
y
CONCESSIONAIRE the
Such nn s tatement s hall be, re i
nteal statement, prepared by the
CoNC. ESSIONAIRE, in aocord w
Such accounting l� zr�c�t�de rec onciliation iliation the fees paid and payable
b C O NC E ISTN.IRE for such pen'o
pursuant to Secti 3,01, a balan sheet
income statement, statement of cash flow and ile
y abbe foot
(b) Any t
her intcmally prepare d
fi nancial a statisti repor re requ by the I'Y &om time to tIxne
during
the Term hereof shall be provided
SSI with cost to C TTY w�tzn
reasonable period of time.
(C) C onfidentiality T the extent
p er i tted by lam
CITY shall kp t he fina.iI reports and rec ords ref to a confid
8 .04.. e oncili Lion of Fees, Within 90
days of the end of each
y of the Term the fees by c C
N for such year shall be
recon with the amou of the due and payable hernder 'r such year as
determixrd fr the annu s taternent provide. CITY by CO NCESSIONAM
Pursuant
to Section If such reco shows a bala die -CITY
C O NC E S SION sh a I I p ro mp tl a
p y CITY such bla.ce die.
8.05. Retention of ecoTds. C NC SS
NAM shall r all its
boos and records of account for each Term htreof rare. a each of the Inrt�al Se
T d Forth T erms) for not less than t Y
hree a.lenclar ears following the fast day of
1
Co-18
CONCESSION s Gross Revenues, and o in deri f its oper
pursuant to this Agreement, all de t supp doeunts, and all other
information required by this Areemrlt.
C O NC E S S IoIAM shall retain suc
oo an d records of account and
such rep end records a' rx� re
ed of it, or z by CITY pursu to t
A g r ee ment, at a loc within. the CITY
o r at.an approved location,
8 ,0 6. Audit and Access to CONCES I
oIAIl-E ecords. Up
d a y s advance wnttn notification
y CITY, CONCESSIoIAaE s rnac fi
records available to at the busin
Office of C I C SSI NAB includi
g e neral ledger, oninal entry joumals, cancel chec Involces, bank statement sales
and excise tai returns and financial statements, C 1'.T S1o1 shall ro 'de
such
access tO its xeeords for CIT s pur in
cnyin Inforation su b
C in are repoft or
finan statement re q uired or req uested of
C pursuant to this e
Agree ment, and f or pu rposes in Ve n fyin g
NCESSIONAIU's corn i
plian e with t1le terms of Mils e ment b ut for or no other
purp ose,
If any inspection and audit establish that
additionl fees .are due CI or
that iIC SIN,AIR-E has
exd fees to CI t CITY and
CONC s
rr t and confer in an effort to resolve any discrepancy. In
the event of are ur- resolved discrc
panty of more than five percent between
C NCESSI NAM's Gross a'venue
establ is ed by such inspe ion and audit an
such Gross Reven as re POrted bY CON CESSIONAIRE pursuawt to any financial
al
W
C.19
a fets ac tua lly ,p ai d CoNC
IU s upon demand, reimurse CITY for a
reasonable cysts
In cM with such inspection,,
p et�or�, audit and coping,
ARTICLE 9, TERMINATION EXPIRATION.
9 0 1. CITY s h the ri g ht to
terminate t .s Conc Agr eeme rl
during the Te for cause which sh be defi as follw:
a) to pair concession fees when due.
b) to cOmply with rr material gal trxrr of t Agreement
w hich failure rernains uncured- beyo the lapse of 30 days from notice the to
CoN SIO AM-E
(unless such cure cannot be effected
w ithin 30 day so long as
CNCS S IoNIRE Is d 1 11gen t y p roceed'
Ong w ith a c
c
'Fai to mainta the .ire
rr��ses, frn�s�i�ngs, and
restrooxns in a cle attracti a nd s fa
h�orr or fa���re t maintain th p rem i s es
i
accordance w ith standards
agreed upon by CONCESSIONAIRE and CIT
st will be esta by CONCESSIONAIRE and the CITY with ref reoe t o
existing golf rctanrarit f acItes
operated by CONCESSIONAfRE or affiliates of
CoNCESSIONAIRE, loo ttem ted i
p tezr�rdon by CI pursuant to t Section
9 .o 1 shall b e e ffec t1 e unless CITY
sh al I have firs t given CONCESSI NEE
noti
tercol^ and C has not
corrected the clamed failure Wit 60 days of
such 110tie, Unl C
Is diligently proceding to correct such claimed
failure and beg' ns such h correct'Ons within 60 day p en'od.
d) J If CITY determines
through the customer satisfaction
re (Section that a si number
of rest p are dissatisfied wit
1
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t conditio which give rzse to
such dissatisfaction, othtrwise CITE
s h a ll have the
right to declare a maten'al breach i
and term' t his eeet unfie
s such cure coat
b e effect within and lessee 1s diligently roccedin with
cured and begins
such corrections within 60 day pe riod.
9 .02. I CITY CICUS to
re or r the Cl
CONCESSIONAIRE shal be required to vacate the Premises
for are c, nd period of
time; In such event this
Agreement shall not be terminated, and CITE an
CNCSSINAM a that the f temporary arrang shall be made t
r eco gni z e that C w reali a s ubsta n tial dlrxu'nti�� of it
s business at
the Premises:
(a) The fees payable by CONCESSIONAIRE for the Premises
pursuant to Section 3.01(b) shall be abated for the enure period CONCESSIONAIRE
operates out of the temporary facility contemplated under Sub section
{b} CITY shall provide, at its expense, temporary modular
facilities, in lieu of the, Premises. CONCESSIONAIRE shall utilize kitchen .and
.repratiorl fa at its Linc A restaurant ailit tr food to se
a t the temporary mod lar facility,
c) CITE shall pay for a provide unhookua& transportation
and storage for C IC.S S JJqA
s retry and merit (FF&E),, i but
not limited to
t kitc
a and equi
WilIc in
CITE so
discretion may reused M th
yew clubhouse fa IlIty. Are personal r
Any p erty o
C NC S SI NAME ch
in CI1 s sole discretion, s not be reus e i n th ne
C.21
clu facility sh be, remo
from the Premises at CONCESSJONAM' sole
e pen e.
(d) CITY sh all, a t its e
p ne, pro signae r
satisfactory to CONC
A M di.r i- g patrons Of CONCESS to Its
temporary fil'tis.
CITY and CONCESSION shall cooperate plannin
and exe e a to b ta and arrange for ColCSSINAM to oper rte out
o tem por a ry fa suc hem
temporary facilities shall be, deemed ed to he the "Premi
�re �n�se for
the pu rposes of this
Agreement. Th e CONCESSION
AIR_8 s hall be, consulted ire the
planning and design o f the ne w clu h
oust facil1t.
If the period of eratror�
p C the
teMporrr fao111tie e two y e a r s throuc no fa of C
CIC shall he the
right and option to terminate this e e
nt witut
aDY flirther liability' to ITY e t s liabilities
F
p whI ch expressly su rvive the
termination of this Agreemeat.
9.03. CONCESSIONAIRE's Ditt t o Surren At the expirati or
earlier term' of the
errs CONCESSIONAIRE lRE shall surrender
to CITY t
osssslon of the remises. If C f
Is surrender tie Prere at the
epiration o r earlier termination of t Agreement, C
sail defend
and indemnify CITY from all li claims made a
y succeeding
WNCESSIONAM's failure, to srre. der.
9.04. Holaing Ove-r. 1f C01'4CESS s hold over the
,3 Mires ■iiF1i17 �iirr�r r��_�
21
Cm22
over shall be con to e only are occu arc
from rnont to-ont su to all the
covenants, conditions and obligations cont in this A g r eement, and all amounts
p by CIC calc o a
asps other than m shall be pr
rated on the basis of a year of thirteen fo
per�.ods. �I���IIT� here
agrees to conti payment of ii r��te� -i n su rance,
or�etar�r Burns �c a. taxis, etc.
which are NC SSIONAIR )s oblig
under this Agre
ART 10.
10.01. Notices.
a) of Notice AuDlication of Provis
A s used in this reerent, notice incdes
but is not
Bruited to the c orn munica t i0j of any notice
re .quest, demand, approval, statement, report
acceptance, consent, o waiter. No notice of the exercise o
any option or elects fi is
required u the provision g iving t
he e���or� or p��z� c req uires notice.
Unless the provisions of this Agreement on fee
s direct otherwise, fees shall be seat in the
manner provided for giving notice.
(b) Wntin All notices rant in
writin
ell er Notice is Gonsidered given
ei ther 1 when
deliv in per to the recipient named as
below, or two d af depo in the
United St m in a seabed encio e or container, on ainer, ether r or certified rna*1,
rot rn receipt requested, postage axed o tal chary es prepaid, p p1d, r when deli by
reputable courier service (such' as, but not limited to
DHL, or Ftlderal press
22
C.23
T CITY
To CONCESSIONAIRE
pity of Alameda
Office Of Cit Manag
2263 Santa Clara Avenue
Alameda, California, 94501
Terry Ge ankos
2333 Lincoln Avenue
Alameda, Cahfornia, 94501
(d) Chan Re of Reci ient or Address. Either party may, by
notice giver- at any time or from time to time e
re subsequent not to be
given to another individual person; whether a p art or n of fic e r
er or rpreser�tat�v,
o r to a different address, dr both. Notices i1{e before ore actual re of n of
charge shall not be invalidated by the change.
1 0.02. Estoppel Certificate, At any time and from tim
to tin-le within 10
days after notice of request either art e
other pasty shah execute,
ackn and deli to the requesting party,
r to such other r as the
notice shad ireet., a staternc certify that this
Agreeme is nodred and in
full force and effect or, there have been modifi cations, ations,� that �t i �r� full force
and effect as modified in the rna t
rimer specified In the statement. The statement
shad be such that it can he relied on by any alto
r, cr m bank
and in area o� either art and
any Prospective purchaser or
emcumbrancer of the Pr i e or of all or
a part or parts of
O NCE S SI I IRE' s o CIT s interests under this Agreement.
10 03, .ire A ce A�reert and
l eh'brt, schedules
and appendices hereto contain the entire and
lucre statements of the
understanding of the parties. Each party has relied on its own e of this
3
C.24
g the counsel of its oven
advisors and the warranties, rep resentations
and cove in the Agreernent Itsel
The failure or r of oitr art
p o
inspect the P remi s es, to road this is gTeement or other documents or
to obt
Zeal or ote-r advice relevant t i transact Cons titute a waiver of an
obi ectlo contention or claim that
'night have, be e n based on such reading,
zn.ection or ad This Agreement s be aed and a Onl
ritten a e m ent signe by both p arties,
10-04 Co and Conditions. Each tern and each provisio
iaolding, wit limit the obligation for the a eat of fees, to be
erforrrxed by CONC or
CrTY as case may fie, salt be
construed to be both a covenant and a condition of thi .reement.
10-05, MLa-iveir. No walv(, of a ny bread of any of th firm
co .7 agree rstrictions or conditio
of t Agre shall be
construed as a wai of any 'suc bread
of the same or ot covenants
re rn eats, r stnctions a nd conditions hereo
10-06 Succ Subj to tie r est ri ct J 'ores set foth re reg ard i n g
as each o the tcrms covenant c of t Agree sll
extend to and be bi on and sail
rnure to the be of not OrIlY CITY
and
CoTC but to eac
their res heirs administ
e c tors, successors and assigns.
10-07. Cla'y's Rdzht to Eater r m
CITY and its aut or' ed
r s have tr right to ent the
p r e mises at all r time
1 -16us are III
C.25
good condi and w CON CESSION A Is corm l n w ith its
o der this A met t
d o aU Y n ecessa ry m ai n te nan ce and to
MY rest to the Pr that CITY
s the ght to p er f o rm; to serv
po st
or keep hosted any notices re sired
or allowed ceder the pro of
Is
gz and tO show the Pr es to �ropect� brokers, buyer
tenant or persons interested xa are e at any time dun dun' the Te rm.
CTT exercise of i ts ri
g under this Sect *ors 1 all be in a commer
07
r rawer, and CITY shall end r i
or to its i with the
b u s iness ac tivity of CoNC
N or olC
s assigns,
He entering the Premises for the
eye Pur
10-08, Lens., CONCESSIONAJRE fees promptly to pay for, and
inden mify and hold CITY 'harml
fr orn any I It f or, are word
done or
material fu r n i s hed on behalf of CONC. SI
�.I.� �r� about the Pr em i ses
and
will not permit or suffer any ien to at i
y attach to tie Premi and shall p romp tl y
case any such lien or any claim therefore t be re
fed, provided, how t
in the eveut CONCESSIONAIRE c ontests any su claim, CoNC
agrees to Indrxi,y and se CITY to CITY'
satisfatlon. CITY s ha t
light at all reasonable tux es to go
pan the Prem's s and post such notices o
nonrespoIlsibility as CITY may deem nece for the rtect"n of CITY and
title to the Premises fTOn,
me cha n ic's and materi en's li
oN shall crie i
TTY written 11otic of any intended
construct ion
altration or repair work at least 10 d be the corzrrenceret thereof to
1 L rressi i I Ly-
25
C.26
,kRTICLE 1 AGREEM
1
1. 0 1, A. Rr ernt E fectzveness. This
Agreement shall be effective On
the date when e by both.CONCESSIONAIRE.and CITY,
11 .2. Forc o Mai epr No party reto
shall be deemed to be, in
breach o r in violation of this AgTeemcint if t is prevented from pej a ny o
its o hereunder ece tin
only the payment of rnonle
w du for
any reason beyond its reasonable control an "occurre
rrcnce of force cure'
inc luding,, witho limitations acts o I`
God,, rots, sine, fires storm or an
regulation of any federal, shat, focal Or forei oernnjent or and agenc
therein; Pr howevr th such excuse shall continue only dry the,
he
pendtncy of the particular occurrence of `oree
n�a� ure.
11-03, Attoe Fees. Sh an lega pr ocee d i n gs digs e bruht to crlfre
this rct� or any pro h er e of 'the
prea.11rng pay shall be e to
recover reasonable attorney's fees and other costs incurred z
n such Proceedings, in
addition to any other relief to which it may b
entitled.
1 1-04. Severabilit If a rly p rovis*
i on of
this Agreement sh 11 be
detrrninod in and circu to
be invalid or unenforceable such
determina shall n a or impair a th r provision of this reeme
g rat or
the enforc of such rov��n �r� ot her her appropn.te oirc aad the
r f the Agr r�rl such provision �on shli be given cff to the
greatest extent la wful, so as to calTy out the intention of the parties as manifested
Wei
C.27
�4- 1,05, C9 Rnlmarls, This Agmement may hc exec uted in an number of
co unterp,RAS, alf of w hic h together shall constitute a single agreement. In proving
th 'is Agreement, it shall not be net eesary to produce or Account for more than one
counterp,a,rt signed b the party with respect to wh ich proof's sought.
I 1 06. Funher AssgMcra Each of CITY and CONCESS IO AT
a g rees upon request to execute any further documents or instruments necessary or
do irab)e to carry out the pu-rpo&c or intent of' this groemcn
1 1.07, Qomn1Wq2L CONCESSIONAIRE agrees to comply with
its obligations regarding the American W1 Disabilities Act, non di3 ri i ation
and ot as provided io Exhibit D h r o.
�.o le-presentation and Warritnty by TY represents and
warrants, fog the befit of CONC S S ION A I k E Cf t this Agmmen4 ire the form
hereof, when exccutcd by an authorized person on beha of CITY is a vialid and
binding obli a ion ofCIT efforceable in accordance with its terms.
ITT OF ALAMED
By:
Name in Print:
Title: City Manag
TOM GEANEK08,
SOLE PROPRJET
Name in PrintI LZ2 s
j
APPROVED AS TO FORM:
Name in Print
Title:
FL
0 lit
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P
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It
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4 lie,
16
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C.29
EXHIBIT
C.30
EXHIBIT C
TO
CONCESSION AGREEMENT
[Section 2.06)
CONCESSIONAIRE shall begin l rent
r months aver the
cormeacer ent date of the Agreement.
2. The CITY has the option to b out the Agreement x at the end of
the Laitial Term for of C NC SSI N Mi
investment up to that point for cause
as stated in Axticle 9.01.
3. CONCESSIONAIRE will provi de CITY with all receipts ipts for
improvements rude to the Pre ises.
F i
C.31
EXMBfT D
T O
Cot N 11 N A D- It
See 1.. o
A TTO p
EFO RAI A_ND CONTROL A (M
Cossionai.e assum vcrifY the Ideatit
and eMPIO.". au Lhoriza of
aU of it employte pe`o
or -hereunder,
all peak MC oth �.r
.e des an re gul
conctssio
2 JXe shall
aad hold City harmless from and
dama liabilit _o am any los
c,0stSc OT expt'ascs aTis' frc) ar
or of this RY rosloa b
C o nc essi o n aire
B. NGN-DISCRjAfw,4 ONO
t
tf
t-Y Ci' POlicy that harassin ia and
s m
una.eee.I joy
m p l OYee cOn
Con essloaa -ffe a egis that harass o
J ob a lican City cmPloyee or a citize- by
Coia e sIona e or Coiicessionalrc
employee or subcon actor on the b asis o f xac,
r eLigious creed, polo f, akional o
an cestry, c a disabil mar�.� status,
mss,
rgi.w.ey. sex, a or seal oeatio]a wiij
e tolerated. Co ee siona e
e
that an aud aU proven violatioas of this prowsl shaR ions
this Agreemeat.
C. CBS RIGHTS:
oReesslo.e ts and a
ge that it"Wffl not discnmm ate, a aa
e1yee r a PPlicaat oar
e�.t arc o f e color �e�
rL national o"
o e sue, sex, age, or eo a lti o ia or phys'
Ical or mead h anicap deed la 41 C.F.
I -0 XHMMD
C.32
Section 60-741 i1a accorda with r qui-re en stat 0 -rLe de ra.1
shaR take affirmative action to ensure that qu aLified app cants are emp l o y ed
elope gout reg ard to race cOlOr {y{..i nat
o rigin., m s try, s et age col Il p hysical i al or m W aadi a acc
orda v
r.rr�.� she and f ed 'e ral law. S uch shaH include, but not be fimited -to, the
ooW i a:
W EMP IOYMent up grading deod
t ran s f er recrwterat or
re adersg,
rmiL rates of pay or offer forms of
compens
Selection for.
includi inters and p ratices,
Conce agees t o' post ia
owlcous P la ea of
PrO�.di-ag ser here.ier aaal
e and open o employee
a-a a "cants 'or em to
ice tg or e ro�si�s of this
i ..nondis
rlDlmaon cla.se.
Corxces sioaai re shall aR sod ic'
stations or advertisements for employces
placed by or on be of Co -ac
e s1oraalxe state that all q al xe a licaa s
recI
consideratioia f
.o �rgax t �g�
race color r�
o n a ti onal om
ces�, a .p ge r condi of physical or meaW handicap, ia accordance w i th
r of sate and 'eeal law,
Conce ssiO.nal re shag send P
o ach labor a r representat p o workers
.th w e it has a co e cti e a
.:lg agreeiit or other ouact or imderstand a
rt 0 tice advismg the labor io. o�
rers reprt�a Co s
are
WmDlitments under dus pa
1 -006
err .D
C.33
CIota al
t.t it deal with its subcontractor
bidders, or Vendors W1
d to ce, color, religion, national
har raorigin, an set
a or o�.ti o of pilysical of mental handioap,
ui accordance I�qth cement of state
and federal law.
in ro 'Mth applicable state and fed l Con s hall
fflow duly autho oo
state and federal representatives access to its
records dwmg r business hour
order to verify compliance nth the arty
smo _rolMns of
s paragra Cmcessionaire shall p ro v ide such o ther
r
i
in for m a t i on. and nos as SUCII repTCSe to dves may require in
order to e core.
auce
with the a d roVsi i
xx of t araga.
If the CitY Proves ffiat an of the. o�so �s aragr h a v e been
vi .c sa,e s a ma te rial breach of Agr.eement Ui oR which C it y ma
eterinin e to e ac I tee ale or suspe
s Agreri. die Ci re _e e ri
to dtter Md en fat the
au ti z. n ro of this e e
been viol t ad dition. et
err rratrion half Faux to t Pract
s
cor.ssiola or the Fed eral E Employment OPPO rtmitY Commissio
Concesl:ar.c viol state
as federal and .sc ation laiws shaU eo
nstut
fmclijag by City that C s l
sae has 'Viol e aad di sc .rulamtixr p ro vi sioas of
Agree .t
The parties agree that in the event Concessionaire violates any of the .auti-
discrimination provision" 0f thi Para a City slia.11 be entitled its op do
n, to she sum
Of $500.00 pursuant to Civil Cade Section 1671 as liquidated damages ua lien of
canceling, terminating, or suspending this Agreement.
Doi
Ft
FIR ST AID N T 10 AGREEMENT
F
'Phis Amendment of the Agreement, entered into this 1 t day of October, 2001, by ,pmd
eta? e n the CITY OF ALAMEDX, a municipal corporation hereMna r City and Grand Edibles,
Inc., a alifomia corporation) whose address is 845 Central Avenue, Alameda, CA 94501
(hereinafter ena t is made with reference to the ollowmg;
RECITALS
A. On September 5, 200 1, ati agreement was entered into by and between City and
Grand Edibles, Inc. hcremnafte "Agreement
B. Cit and Grand Edibles'. Inc. desire to rnodlfy the Agreement on the :tens and
conditions set forth herein,
NOW, TBEREFORE, it is mutually agreed by and between and undersigned parties as O
follows
r 1. Paragrap 1 of the Agreement is modified to read as follows:
4
1 5,4.2. LiabiRty Insurance. Tenant., at it expense, shall main in force a po licy of connrnercial
general liability ilasurance with respect to the Premiscs, with fmancially responsible insurance
r carriers authorized to do business in the State of California and approved by Landlord, writtcn on
are occurrence basis. guch insurance shall b e pn*ivary and not contributory with Landlord's
insurance. Such insurance shall p rovi de min imum combined single lfxaft, with a
,X00, 000 (one ni p excess policy, for bodily miulry and property damage. Such
ins &ante shall specifically include the liability ass�umed hereunder by Tenant, and shall provide, that
it 's Primary l surannce, and not excess over or con tributory with any other valid, existing and
applicable insurance in force for or on behalf of Landlord. The bits of said insurance shall not,
however, line t the liability of Tenant hereunder, and Tenant is responsible for ensuring that the
amount of liability insurance carried by Tenant is sufficient for Tenant's purposes. No policy shall
be cane l ble or subject to reduction o f coverage except after thirty o days" prior Witten notice
to Landlord.
2 Paragraph l 5.4.4 is hereby added to the Agreement to read as follows:
1 5.4.4 Workers' t o p ens a ion: Tenant shall provide'statutory coverage as required by the State
of Callfonu
3. Paragraph 3 0 of the Agreement is modified to read as follows:
o, LANDLORD EVI I TS AT THE PRFNHSFS. During the T erm of the Lease, Landlord
may use the Prcrnises without incurring a facility fee charge (but shall pay Ten food and b vcrage
costs p rovided that such fee waiver shall be no more than mace a month. Landlord shall give
Tenant at least thirty o clays prior notice to reserve the requested slate, and Tenant shall respond
within five days as to whether the requested date is available. Tenant mist act reasonably when
dete in g wheth to ant or refuse Landlord's req uested date. Landlord shall have the right t
substitute non- profit or a lzaflon to use the Premises should the Landlord not 0sh to use the r
Premises during any given M onth.
w r 1
09/24/01,
grand ediblea amendl ORIGINAL
l
4 Except as pressly modifed herein, all other terms and covenants set fort ire the
Agreement sliall r emain the s atne and shall be in fifli force and effect.
IN WUNESS WHEREOF, the pard6 hereto have caused this m odification of Agree Agreem ent
to be executed on the day and year fist above mo o.
L
TENANT LANDLORD
R
Grand Eclibles Inc, CITY ALAN a
A. California Corporation A. Mu ip Cation4
L
es M. lira
It Vol C'y Manager
CO MM E ND E D RAC' VA:
fi
Ma tth w T. l aclerio
Pu Works Director
APPROVED AS To FORM:
C y Att oxe
JQie 14arr
Deputy C ity Att
G
r
09/24/01
grand edibles amend1
1
4
Y
F
r 1
BASIC LEASE M
DE3
Lease Date:
2001
ancUor
City of Alameda,
as munri i r I IZ
l andlord' s Addr ess
22 S anta C l am A venue
Alameda, CaVornia 94501
Attn: City Manager
Tenant:
Grand E dibl es 1 V 1,
F
a Ca corporation
t
�1
Ten Address.
845 Central Ave f
i
Alameda, aUbmi 94501
i itbu: Frank Knul n d
P re mi ses
An a rea of app VximLL L4+l 9 ,000 square feat, consisting fisting �7 I.. &U o the re feet i
the bu (th u dine an d a porti o th e l parking spaces,
roadways and walkways located at 300 Is land xx am e �a California, as
p articularl y A he
P roject
e Buil ding, ng, l c p i pfd# y spaces, road Y7 ay u d walkways Y s on L.}.1. l
r�
o m m y kn ow n a s Gran dview Pa an d located at 304 Isl Drive,
Al aU i F+ia. f i
Rentable Ar of the P remises.
Approxim 9,000 s quare feet,
Parking Spaces,
HtiaEy, appro 120 p s on th e Project
Tenant's Permitted si'
The Premises s b e use o as a bauquet fac and .re us es (the
"Permitted U se s
L ease Ta rm:
F i v e y e ars, F i h the AA ##�Jf Y to ex tend fo Frei JJJ don l fi e 5) y term
L# i 5 i\FF�
111 accord wi S ectio n r
Scheduled elive Date:
x`y
tear 1,
scheduled Com Date:
As set forth in Section 2.1 of&i.s Tease,
Base Rent:
$3,000 per mnonflL
Baso R ent Adjus
13 ase Rent shall iaerease in the maunn r set f in S ecdon 3,
Percen Rent. i
Th e amount by r h F ive Percent (5 of 'enant's Grom Revenues during any
m on th excee the Base R ent pay un der this Lease wi respect to th o saxn
Math, as more specifically provi in Secd 3
Security Deposit.
None
Bro ker. er. None F
r
.'h: L 4.' L4'i.'ha L f5" 5 Li.. 7 X 5,51' *s ".'S. •55 yA. L 5 'L k. L I.A1 y�Vd �YSf -J _7F� .1..:,5 L #L a.:.r�: 5 `4, L' ,..t:•J� a.Ll.�i 4. i
V y.L a.�4,....:a.�. +3....f��.. t...:L 'S `L. .t�� '.kh.':4.IV,{ -'i?: :..KyS 5 #.:�..k�L,a r:5 f.,.�...:• ..:i+Yyr Itly�xr1G:'S :SQL.. �:t .F���.: 4 :h. `d •F..4 -.1 *�L
,.Sw "5 .'k..w�. 4n-� k,r :S.F, ..a..J.45�.L'!5 r..
y i
B roker' P ee or C omnussion,
if n, paid y: None
The foregoing Basic Lease Iufarmation lis h6ra y in or orated into and made a pwt of is L ease. E reference in
this Lease to a of the Basic Lease lafonnation shall mean the respective information hereinabove set fob and
sha be construed to incorporate aE of the terms. ro '�ded under the particular paragraph pertaining to such
information. In the event of any.couffict between any Basic Lease lufo radon and the Lease, the lat er shah
control.
l i
TENANT: LAND D.
GAD EDIBLES INC., C ITY OF ALAMEDA,
a CaHfornia corporation a municipal eo ar ty rz r
By. B
I ts: e
RECONiMENDED FOR APPROVAL:
SJL:
i
T r r
APPROVAL AS TO FORM:
City Attomey
By. 2 L
SON;.
Dm5
J r
-0 R.IGINAL
r
a
a
i
r
fi
r
r
L EASE AGREEM
b and betwe
CITY OF ALAM r
r
mun cipal corporation
"Landlord'
and
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RAND EDIBLES INC
a CaUfornia corporation
"Tenant
Dated as of m 200
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L AGREEMENT
T S LEASE A irRE NEN' (this ".lase is entered into as o 2001, by and between
CITY OF ALAN A, a municipal corporat 6n ("Landlord'), and G EDMLES INC., a CaEfornia
corporation ("Tenant"').
I P RYIM S E S.
1.1. Leased Premises. Upon -and subject to the tenam covenants and condWons herein contained,
Landlord hereby leases to a T'enaj and Teiiant hereby hires from Landlord, for the Ponaitted Use set forth In the
Basic Lease laforrnation and for no otherpurposc, the Premnises as descnb ed iu the Basic Lease fonnadon
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1 .2. Par
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1.2. G eneral. Tenant shall have the right for the enefit pf Tenant and its
=ploycc customers and invitees -to use th6 number of `Tarldrag Spaces' set forth in'the Basic Lease Information
on auunassigned, unreserved basis. Such Parking Spaces .shall be provided to Tenant without any c therefor.
Tenant shall not at any lime park or permit the parking of motor vehicles, belonging to it or to others, o as to
.tezfere with the walkways, ways, road ray or loading area, or in any portion of the parking areas not designated by
L andlord for such use by Tenant.
1 Park and Ride. Tenant acknowledges that approximately fry 0 spaces in
the parking lot on the Projeot is reserved for rase by P ark and Ride facility pursuant to a separate agreement with
Landlord. 'Landlord shall relocate Park and Ride no later than the second nd) arimivusary of the Commencement
Date of this Lease. Upon such relocaflon of Park and Ride, Tenant shaU have use of approximately fifty 0
additional par spaces previously used by the Park and Ride facility.
2. TERM.
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2.1* Term. The term of this ,ease (the "'Term") shah commence on the Commencement Date as
defined below) and, unless sooner terminated pursuant to the express provisions of th% Lease, shall end a t 12:01
a.m. on the date {the "Expiration gate" which is fah (5th) aun iversary of the Commencement Date subject to
extension in accordance with S ecticm 27) The, "'C9 encem nt Date" shall be the date upon which Tenant actua y
commences busiue s in any portion of the Premises. der the Commencement Date, either party may request ffic
other party to execute a memorandum coning the Commencement Date. Either party's failure to request
execution of, or to execute, the Commencement Date memorandum shall not in any war alter the Commeacement
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2.2. Dell ery bate. The "DelNezy Datc" shah be the elate on which Landlord delivers the
Premises to Tenant in its "as is" condit 6n. Atl,of the rights and obligations of the parties under thi Lease other
th u Tenaut's obligations to. ply Base Rent, Percentage Rent and Additional Rent) shall oom en e on the Delivery
Date. Tenant shall be deemed to occupy the Premises from anal 4er the Delivery bate. By occupying the
Premises, Tenant shall be d emect to have accepted the same as suitable for the purpose herein intended and to havo
acknowledged that the same Affly comply with Landlord's obligations for delivery of the Premises, as provided in
this Section 2.2. N'a representation, statement or warranty, express or MP lied., has been made by or on behalf of
Landlord as to the oonditlon, of the Pr enus es, the fixtures, furnishiugs or equipment orr' s -to the fitness Of same for
their co-ntemplated use, or as to the actnat dimensions of the Premises. L -no event shall landlord be liable for ony
defect or for any limitation's on the use of the Premises, the fixtures, furnishings or equipment, If Landlord does not
deliver possession of the Premises to Tenant on the date specified as the Estimated Delivery Pate in the Basic Lease
In formation, this lease shall not be void or voidable, nor shad. Landlord 6 liable to Tenant for any loss or damage
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resulting therefrom.
2. nst xctlon! of Tenant 1 provements. Tenant's obligation to construct t o Tenant
Improvements as d f ed -in' ection 8.4.1) is in of; and in addition to, obligation to pay Rent
and Tenant's other obligations under this Lease..
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A Conflnuous Occupancy and Use.
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2.4.1. Permitted Use, Teaant shall use the Prema ses for tbg P.ermritted Use and shall
not U 07 or permit or suffer the use of, the Pz"emis s for any purpose than the Perr aitted Li e. Ten6ntsballnot
=nduct, pert or suffer any ducdor going out of business sale or other distress sale in or Eom the Pre
2.4.2. Continuous Operations. within one h un dred twenty 1 d a ys air th.e
issuance by the appropriate municipal aGutho'rities for aU applicablo approval or permits necessary for construction of
the Tenant Improvements as decd in Section 8.4.1), Tenant s haU open for business at the Premises, and shall
thereafter continuously, a tively and agently use and occupy the entire ?remises throughout the Tem (other than
su h r portions theroof as are reasonably required for storage and office purposes only in con eon with the
P ermitted Use hereunder) for the Permitted Use during the hours of operation set forth in Section 11. 'Tenaut's
failure to condnuously occupy the. Pre='ses as required by t6 Section 2.4.2 shall be a Default (without. grace or
curd period) hereunder. Tenant shall not Vacate or abandon the Premises at a ay time duriug the'Tem.
2.4.3. Acknowledgement by "Tenant: Tenant hereby acknowledges and agrees that
the covenants set forth ha this Lease regar .zng the quality of the 'o and service
erviice to be sold or from the Premises
and the quality of the service required to be provid d by Tenant to its clientele are material in.duceinent to Landlord
to eater into ihia Lease and that, iu the absence of such covenants, Landlor would not enter into this Lease.
3 RENT,
3.I -Base R
3. 1.1. Wt Ial Base Rent. The mon g uarantced M1111imum ren un this Lease
shall be as set forth in the Basic L ease Info enation,,as adjusted pursuant to Section 3 .1.2 CTase Ren o ,eat
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shall he payable, commencing as of the thin eth (30th) day after die Commmc=eat Date, in equal mondily,
insmUments, on the first day of each month; in arrears, in lawful money of the United States by check, dzA or Eke
instrument payable 'to the order of La ndlord or arepresentative designated by Landlord in writing, without any prior
demand therefor, .and without any deduction or of whatsoever, except as may be expressly and spevificaEy
previded in this Lease, The first n last months' Base Rent sha be prorated used on the number of days each
such mouth.
3.1.2, Adjustments to Base Beat. On each a ursary of the Comm encexnmeat Date
(each such date, aaA"Adjustment Date the Base Rcm t shall b increased from the Base R ent as of the date..
i a,ediately preceding the Adjustment Date (the xi t ng cmf% excluding to effects of any abatement of r eftt to
which 'Tenant may then b enti tled pursuant to the provisions of Gs Lease, "by five percent of the Existing f
Rent. 1
3.. percentage Rent.
3.2.1. P ayment of ,rcentage lent. Jn addition to Base Rent Tenant shall pa to
Landlord Percentago Rent under the following terms and conditiops:
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3.2.1.1. Gross Re-venues. "Gro Revenues" shah mean the gross sellin
price of aU merchandise, food, beverages or ser ces go Icased, licensed or delivered in or from the Premises by
Tcuant, its permitted assignees, subtenants, licensees, or concessionaires, whether f or cash or on cre (whether
collected or not), including the gross mount received by reason of Order taken on the Premises (although such
orders maybe received by telephone, mail or the Internet), anal whether made by banquet facility personnel or
vending machine's or other electronic or mccMuical. equipment- Gross Revenue also shall include any urns that
Tenant receives from pay telephones, music machines, amusement machines, or public toilet locks. Gross Revenues
M credit card transactions sha include 9 y tho actual amount received by Tenant from the credit card issuer.
Commencing as of the thirtieth 3Oth day after the Commencement Tato, Gross Revenues shall not include, or if
included there -shall be deducted (but only tp the extent they have be w. include the following; a sales and use
taxes, on umers" excise taxes; gross reccjpts taxes, and other simflar taxes now or in the future nnpcsed on the sale
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of merchandise, food, beverage or ser vices but only ueh takes are added to the seffiiag price, separately stated
collected separately from the selling price of merchandise or services, a nd collected from customers; and (b) gratuity
and service charges and other siralar'charges' for services rendered b Tenant's personnel. f
3.2.1.2, Payment Obligations. On or before the nth day of each
calendar month during the Term, Tenant shall pay to Landlord, as Percentage Rent, a sung equal to the amount by
which five percent of T'enant's "'Gross .l evdpues" at the Promises during the pyre xous month exceeds the base
Rent paid by Tenant ding such month, Tenant shah wish to Landlord with each Percentage Rent paymnelnt a
statement of T'enant's (3ross Revenues for the previous month, an shall also fumish Landlord with an annual-
statement of Gtoss Revenues within twenty days aver the end of each calendar year. Such- staterneats shall
in a form acceptable to Laiidlor'd, and shah be.signed and cert� od to be correct by Tenant's authorized 5
representativo. If any amaual st of Gross Revenues indicates that Tenant has paid Landlord Percentage Rent
m im amount greaten than the Percentage Rent it is obligated to pay for any month, during the relevant calendar year,
they the excess aniount shaft be applied against the next Pergentage Rent due to Landlord, except that if auy unused
excess oxi at the Expir tdon Data or earliex term in a#ion of this Le ase, the u f the uii� s' d excess shall b e
refunded by Landlord to Tenant promptly. If Tenant has paid to Landlord au amount of Percentage Rent less than
Tenant is required to pay, Tenant shall imme pay the difference to Landlord.
3.2.2. Books and Records. Tennant shall record at the time of sale, in the presence of
the customer, all receipts from sales or other transactions, whether for cash or credit, in a cash register or sales
recording system having a cumul ave total which sha be scaled mi a manner appr v d by Land ord and having
such otherfeatures as sha be approved by Landlord. Tenant agregs to keep oa the Premises for at least three 3
years foltowing the end of each calendar year books• and records relating to Gross l evem es and all pertinent
original sales records, including cash register tapes; seri numbered sal slips, records o f all mail and telephone
orders at and to the Premises, original records showing that inerchandise returned by customers was purchased at the
Premises by such customers, mcwomndum receipts or other records of merchandise taken out on approval, sales tax
repot s, and such other sales records that would normafly be examined by an Midependent accountant pursuant to
accepted auditing standards in performing an audit *of Tenant' sales. Tenaut shall also deliver to Landlord of
Tenant's; au .ual report to the S tato of Califo x'a of sales taxes colle ted within thin 3 days after the fling of
such report with the State. Landlord shd1l be entitled at any time and from time to time dunning the, Tenn and within
three 3 gears after the expiration or term nation of this Lease to i pe t, examine, copy and audit all of Tenant's
b oo ks and records. Tenant shall cooperate fully with Landlord zed its ag nts iii making such exammi afioxn.
Landlord shall also be eatlded, at Landlord's option, to cause an independent audit to be performed by a cortiRed
public accountant designated by Landlord, which shall be conducted duxing usual business honxrs at the Premises,
the audit shows that there is a deficiency in the payment cf any Percentage Rent then Tenant shall immediately
upon notice pay the &Epioncy to Landlord, tog6ther with interest thereon at the Default Rate (as deed iu Section
3.3 from the date of such audit. Landlord shall pay the costs of the audit, uuless the audit shows that Tenant
undrrstatect gross Revenues by more than five p ercent (5%), in w hich case Tennant shall pay all costs of the audit
which cast shall not exceed Five Thousand Dollars ($5,000).
1 3. ro.rts t Made e ime.. Subject to the express tans and conditions of
this Lease, Tenant shall use its best efforts to maximize the production of Gross Revenues from #Ire Premises,
wlthou l t�ug.the, foregoing, Tenant shall carry at all times in the Pr mises a. full stock ofmerchandise, food or
beverage m accordance with the standards and practices among merchants engaged in the same or.similar business,
of such size, character and quality as is designed to produce the maxhum volume of gross revenues froxq the
Pxenq *ses, and to in aintaiu at the Premis es a fu 11 staff of trained and quaUed personnel, Tenant covenants that by
the end of the first five gears from the Commencement Date, Tenant shad produce Gross venues fr th
-Premises in an amount not Iess than Three Milli Dollars 3, 000,000. 0 for the 'fufl E ve year period
exclud g items listed in clauses a and b iu Section 3.2.1.1 above) (the initoum Gross Revenue Amc nr In
the event that Tenant fails to produce-the Minimum Gross Revenuo Amount by the end of the .first fig e Yews
from the Commencement Date, Landlord sh U have the right to terxuin this Lease upon prior written notice,
whether or not Tenant h,as exercised its a texnsion options in accordancc with Section 2
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3.3. Late Charges; Default Rate. Tenant ree ogmes that late payment of any Base Dent,
Perc ntage Rent, Additional Rent or other Rent due hereunder wM result in admiiai trative expenses to Landlord, the
extent of which additional expense is extremely difficult and econoaulcally impractical, to ascertain. Tenant
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therefore agrees that if any Resat is not paid within. Div 5 days aftor it is due, tb a amount ofsuch unpaid Rent §had
be increased by a late charge to be paid to Landl� rd by Tenant, as Add.itiohal Rent, in an amount equal to five
percent 'of the amount of the deli quemt Rent In addition,'any outstanding Rent late chaxgcs ano other
outstanding amounts shah accrue interest at an aun uaEzed rate (th "Default Rate" of the lesser of W the "pxl e
rate" announced by WeM Fargo Bank, or its successor, from time to time pl us fi ve percent 5YD or if there-is a
limitation upon the rate of interest which may leggy be charged iia the circumstances, the maximum lega3 rate of
interests until paid to Landlord, Tenant agrees tha such ammint is a reasonable estimate of the loss a.nd expense to
be suffered by Landlord as a result of such late payment by Tenant and may be charged by Landlord to defray sueh
loss and expense. The provzsi us of this Section. 3.3 shat not relieve Tenant of the obligation to pay Rent on or t
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before the date they dine, or affect Landlord's remedies pursuant to Section 22.2 if any Rem is unpaid after it is
due. a
3 .4. .ddltlonal Rent" and "Rent" Defined. d. Tenant shall pay to landlord any and all charges
and other amounts requxed under this Lease as additional rent (collectively, ",Additional Rent' All such
A dditional Rent shill be payable to Landlord at the same place acid the same mauner as the Baso Rent is Payable.
Landlord shall have the same remedies for A default the payment of any Additional Rent as for a default in the t
payment of Base Rent. s used in this L the term nf' shall elude Base R ent, eroeutage Rent, additional
R ent' and/or any and all other. charges and other amounts what oev r payable by Tenant pursuant to this Lease. F
4: AMIGNMIENT AND SALE' TT
4 .1. Restriction on Transfer. Except as otherwise expressly provid d in this Section 4, Tenant
shall not directly or indirectly, voluuitazjly or by operation of law, permit all or any portion of the Premises to be
occupied by anyone other than Tenant or sublet all or any por on of the F renaises (any of thc'foregoxng, Mi ludin
without limitation any lie ense, eo ession or use 4greement, any sub sublease or subsequent subletting b any
subtenant, sub- subtenant or other occupant of any portion of th.e Premises, and similar occupancy rights,
collectively, a "Sublease"), nor'sell, a slg transfer, encumber, pledge or otherwise transfer or hypothecate this
Lease or Tenant's interest in the Premises an. sigr meue without the prior written consent of Landlord ia each
instance, which skull not be unreasonably withheld or delayect Amy i nprovements,, addidons or alterations to the
Premises, Buildiug or Project that are required by applicable La*s or are deemed necessary or appropriate by
Landlord, in ndl .rd "s reasonable judgment as result of any such Subleas a or Assignment, shall be imtaued and
provided by Tenant or, at llau lord #s sole option, by Landlord but at Tenant's expense) without cost or expense to
Landlord, and landlord may coadidon its consent to any ,proposed Sublease or Asgignment on the construction of
improvements required by applicable Laws or deemed necessary or appropriate by Landlord, in its reasonable
discretlon, by reason of the Sublease or AssignmenL
4 2 Criteria for Landlords Consent. without otherwise Ming the criteria upon. which
Landlord may withhold its oons cut t o an proposed S ubkase or signuaent, auy one of the Following factors will b
pr sumpdvely reasonable grounds for re sting Tenant's request
4 .2.1. The financial strength (including, without limitatioa, net worth) of the pt'oposed
subtenant/assignee is not at least equal to that of the existing Tenant, or is not otherwise acceptable to Landlord in
the reasonable exercise of its discretion o r to any Mortgagee;
4.2,2. -The bbsin ss reputation of the proposed subten ntlassignee is not Mu accordance
with generally acceptable commerc stan or is not sufficient to operate a successes business of the type and
q uality permitted under this Lease, or is not at least equal to that of the existing Tenant;
4.2.3. The use of the P,rem ses by the proposed subtenant/ assignee is not within the
Permitted. `se-her- under, or may violate or create a potential violation of lags or any agreements (includin
rithout 'taboo, other lea es affecting the Project, th Landlord or other tenants;
4.2,4. The percentage rents of the proposed subtenant/assignee, or the prospect o
percentage rents, is not reasonably expected to be at least eq to that of the existing 'ena.nt;
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4.2.5. The managerial and operational sus of the proposed subtenant/assignee are zot
as strong as those of the em'sting Tenant or are otherwise not acccptable to Lan in the reasonable expr of its
discre�on or to the any Mortgagee;
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4.2.6, 'ho proposed subtenant assignee is a then- o isting tenant or o coup ant of 6e
Pro j c o i a person or entity with whom Landlord is dealing with, xeg d to leasing space in the P j ct, or with,
whom Landlord has had any dealings wiffiiu the past six montbs with regard to leasing space k the Project, or is n
Affiliate, of any such tenant, occupant, person, or entity.
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.3. e u'w ed Notice. Withia•th rty 0 days following Landlordis receipt of vaitten notice from.
Tenant of Tenant's intont to Assign or Sublease any portion of the P remises (which notice h include inform' ation
with respect to each of the factors listed in Scotion 4,2 above, together with a copy of the proposed Sublease or
Assignment, Landlord shaHmotify Tenant in'Amiting that Landlord elects either i to disapprove the proposed
Asslgn ent or Sublease, or d to permit Tenaut to assign this Lease or sublet such space to the proposed assignee
or sublessee. Fafiure by Landlord to either consent to or disapprove a proposed Assignment or Sublea c within the
thirty day time p e pecffiad above shall be deemed to be Landlord's approval thereof; pmvid rl however
that such requ t fob merit is sent to Landloid an envelope ma arked With the folio viaa -legend in large, bold
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-capital letters. "%E SP ONSE QUMED WTEEIN 30 DAYS OR ELSE DEEWD APPROVED". Proniptly
after request from Laudlord, Tenant shall en.tor into any amendment to this Lease or other docuxhentation reasonably
requested by Landlord in connection wi th any such termination of this lease as to a portion. of'the Premises, which
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may it.clude, without limitation, provisions regarding the modif;icafions set forth im the preceding sentence.
4 4 Change in Ow&x'sMp. The following shall be doomed a voluntary Assignment of T cant"
interest in this Lease: i any dissoluticii, merger, consolidation or other reorganization of Tenant,' and (ii) if Tenant
is not a publicly traded corporation, the sale or transf r of stock, partner#jp interests, or membersMp interests of
ownership o f Tcnant, in a single transaction or a related series of transactions, to one person or entity possessing or
,controlling more than fifty percont 0% of the total combined v tiug power or ownership of Tenant, except for
transfer of stoop Wiffin tbo Kxauland F=Ry or a transfer by G r nd E dibles Inc. to a Krauland family controlled
entity. 'ot ith tandin the foregoes Tonan.t may enter into an of tbo fbHowmig transfers a "Permitted Than fe
without Landlord's prior uteri consent and without triggering .Landlord's rights under Seption 4.3 (l Tenant
may assign its interest in the Lease to a corporadon, partnership, professional corporation, limited liability company,
or ].halted liability putnership ("Transfer Entity) which results from a stock sale, merger consolidation- or other
reorganization, so l ong as the sumving Transfer Entity has a net worth immediately following such t =s Uou that
is equal to or gr ater than the net worth ofTenan both as of tha effecdvo date of this Lease and as of the date
im odiately p*or to such transaction; aad 2 Tennant .ay assign this Lease to a Transfer Entity which purchases or
otherwise acgm*res aH or sub tandaUy all of the assets of Tenant so long as such acqu miing Tam er Entity has
ancial worffi that is sufficient to oiler to said business. P
4.. Effect of'Assign of Sublease, Except as provided, for is Scotian 4.7 below, Landlord's
consent to any Assignment or sublease shall not relieve Tenant fprim ary liability for 'any obligation to be
performed by Temtnt under ti's Lease, whether arising before or after the Assignment or Sublease, and shall not
affect any guaranty of this Lease. Landlord's consent to any Assignment or Sublease shall not r heva Tenant f do i
the oblYga on to obtain Landlord's express written consent to any other Assignment or Sublease. Any Assipm ent
or Sublease that is not -.in compliance with this Section 4 shall be void' aid, at the option of Landlord, shah constitnte
a material default by Tenant under this Lease. The acceptance of Rent by tandlord from a proposed assignee or
sublessee s hall >not constitute the consent to such Assignment or Sublease by Landlord or a waiver of any right o
Landlord pursuant to this S ecti.ou 4. F
4 6 As u=ption by Transferee, Each assignee pursuant to an Assignment as provided ih this
Section 4 shall assume all obligations of Tenant under this Lease, and shall be and remain liable jointly and
sa rally with Tenant for the pikyment of ent the axinount set forth in its Assignment or Sublease, and for the
performance of all the term covenants; conditions -and agreements herein contained on Tenant's part to be
performed for the T rm. No A� sig ent haU be binding on Landlord unless tho assignee or Tenaut shall deliver to
Landlord a counterpart of th.e ssi Lament and au .iaastrum ent in recordable form that cont covenant f
assumption by the assignee satisfactory in subst ce end form to Landlord, consistent with the r quiremeuts of this
S ection-4.6, but-the failure or refisal of the assignee to execute such ffistmment of as um' ption shall not release or
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dischaTge the assignee from its Eability as set forth above, No twitbz t anything to the coutrary in tlis Lease,
no Sublease shall be binding on Landlord uuless and unto Landlord shall agree in writing following tennination of
this Lease to recogn[ a such sublessee w hi c h agre=ent Landlord shah not be obligated to�enter into and such
sublessee agrees in vnitiug to attorn to Landlord on the terms au. d condi tions of the sublease including the
obligations under this Lease to the extent that they relate to toe portion of the Premises subleased), and any Sublease
entered into by Teumt hereunder shall ►clude an obligation by the subtessee to so attorn to Landlord if Landlord, in
Landlord's sole discretion, elects to recog u e such Sliblope upon any tee tion of this Lease. Tenant' shall
deliver a copy of the fu y executed Assignment or Sublease to Landlord pr raptly after execution thereof.
4 .7. Release of Tenant} I this Lease is assigned ia it3entirety as provided in this Section 4,
Landlord shall 'mesa c T n ,nt firona liability under the Lease for obligations acenidng after such Assigument, but only
if (a) the financial strength includ g, without l,i talon, not worth of the proposed assignee is at least equal to that
of the existing Tenaut, or is other rise acceptable to Landlord in the reasonable exercise of its discretion or to any
t Mortgagee; the business reputation of the proposed ss�gnee,`is in accordance with generally acceptable
commercial standards, or is so-fficient to operate a successful business of the typo and quality permitted under this
Len 'e; or is at least equal to that of the existing Tenant; the percentage irezits o f the proposed assi gnee, or the
prospect of percentage rents, is ,reasonably e p eted to b e al least equal t that of the existfng Tenant, an d tho
managerial and operational skiUs of the proposed assignee are as stz`ong as those of the existing Tenant or are
otherwise acceptable to Landlord in the reasona exercise of its discretion or to the any Mortgagee
5. SAL AN r E UMRAi NO SUBORDINATION.
5 Sale ofLand.l ard"s Interest. NoMthstanding any other provision of this Lease, Landlord
may a any time sell or othe rwise ,txanrsfer any portion of its: Merest any portion of the Project and any of its rights
under this Lease. `Landlord assigns its nigta under this Lease, then Landlord shall thereby b released from any
obligations hereunder which are to beperformed following such assigmnen.t, provided that the assignee assumes in
n ng- any obligations hereunder which are to be performed follow ag such. assignment_ Tenant shall attorn to any
such assignee of Landlord.
5 .2. Encumbrance of Landlord's Interest*
5 2 .J. Subordination of Lease. without the necessity of any additional document
this Lease ai�d the rights of~Tenant hereunder shall be subje t and subordinate at all times to. i any ground leases or
underlying leases that may currently exist or hereafter be exe uted affecting any portion of the Project (any of the
foregoing, an, "Underlying Lease"); and (ii) t1 e lien of any mortgage or deed of trust now or hereafter encumbe&g
Landlord's in,tert in the Pzojet, or any grod lease or underlying lease thereof, or any part thereof or interest
therein, and to any modifications, renewa supplements, consolidations and repl acements hereof (any such lien
beincr herein defined as a "'Mortgage" an the holder of any Mo rtgage being a "Mortgagee"). However, as a
condition of any such subordination to a Mortgage, Mortgagee shall agree that Tona.nt shall not be disturbed iu its
possession, excbpt as a result of any default hereunder after the expiration of o4 applicable cure periods, nor shall
the obligation -o Tenant be enlarged or its nights abridged hereunder by reason of any such Mortgage, except that
the Mortgagee and/or any persona acquhi�mg tale by'rcason of a foreclosure sale or an qxarcis e of a power~ of sale or
by decd expressly in lieu of foreclosure shall not; i have any liability for any act omission, default or breach by
Landlord under this Lease of an obligation with was to be pe ormed prior to the tie of such acquisition by such
Mortgagee or person.; h be subject to any clam or offset wlu h Tenant may have had against Landlord which arose
prior to such foreclosure, trustee sale or deed -in lieu; iii be bound by any paym t of Rent or any part thereof more
than one month in advance; iv be bound by- any amendment or modification to this Lease made after Tenant enters
into any such subordination and non-disturbance agreemeut with such Mortgagee and without the wxitten consent of
such Mortgagee; be obligated for theretum of a ny security d posit hereunder, except to the extent si4ch security
deposit has been actually received by such Mortgagee or person; vi be required to perform, or liable for the fa. ,ur
to performs, the obligations of Landlord with respeot to away tenant improvement allowance or the construction of any
leasehold improvement; an (vii) be obhg4ted to perform' any repair cr restoration of the Project required as a result
of any damage, d ep tmcfion or condemnation, excep t -to the extent that insu an ce proceeds or condemnation awards
actually received by such Mortgagee or Person are sufficient to faUy pay the cost of the endure repair or restoration.
In addition to any such subordination, Tenant shall attorn to the purciaaser at any such sale or foreclosure, provided
that any such atto m.ent shall be subject to the express limitations on such purchaser's non'- disturbance Oliga-tions.
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as are set forth in this Section'. .l. Within ten 1 days of a writt request from LancUord to Tenant, Tenant sh
e ecuto and dchver any additional documents evidencing the priority or subordination of this L ase with respect to
any Mortgage, in the form re quested by Lan&ord or any Mortgagee and reasonably acc ptablc to Tenant,
5.2.2. Sub ordination by Mortgagee. without the consent of Tenant, Landlord shall
have the right to subordinate or cause to be subordinatod any Underlying Lease to this Lease, axed aay Mortgagee
shall have the right to elect to be subject and subordinate to this Lease, such subordination to be festive upon such
terms and conditions as Landlord or such Mortgagee may &ect which are not inconsistent with the provisions
hereof. within ten 10 days. of a written request from Landlord to Tenant, Tenant shall execute such. docum nts a
may be reasonably requested by Landlord to confute -any subordination,of any Underlying Lease, underlying lease
or Mortgage to this Leas. NotwitbLstanding any foreclosure or sale uuder any Mortgage (or. deed in lieu th r�o.
which has been subordinated to this Lease, this Lease shall remain in full force and effect, and Tenant shaU attom t
the purchaser at any such sale or foreclosx e r the grantee of any such deed,
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5.2.3. E neumbrance by Tenant. Tenant shah not under an circumstances
whatsoever encumber in any mat er the Premises, the Project, Landlord's leasehold interest in the Premises or the
Project, Laudlord's ground lessor's fee interest in the Prer wises or the Project, or any portioA of any of the foregohzg.
3. Encumbrance of Tenant's Interest. Teuaut shall not encumber this ,ease -or T'enant's �Ie
to any personal property or fixtpxes placed on 'the Premises, or atgsign or pledge assignment of the same as security
for an debt without first o bt aining the written consent o f L andlord, which L may give or withhold lts
sole �scret�on.
6 MAINTENANCE A" REPS.
6 Landlord's Obligations. _landlord shall be responsible for tlxe following repair, replac
and inauateuance obEgaEons; i prior to commencement of Tenant's co traction of Tenant Improvements, repair
the cycloue fence to the south side of the Building and fust ll protectively golf ball netting to such fence, prior to
commencement ofTeuant' construction of Tenant Improvements, repair the holes and cracks in the stacco walls of
the Buftding caused by golf balls, (iii) prior to commencement of Tenant's constnictioit of Tenant Imp oxnents,
repair and replace the roof as necessary darl the Term of the Lease (inclvding any extension terins, if any) to
guarantee a water tight facility; i prior to c w mancement f Tenamt's 'construction of Tenant lmprovements
repair xisting dry -rot in the ladies bathroom, prior to emmen ement of Tenant's constru' ctian of Tenant
Im provements, remove existing 66 gallon drums in comer of the parking lot on the Project, vi rep=i and mainta mo
of building systems for mechanical, electrical, AV AC and plumbing, and all appurtenant thereto
collectively, uilding Systems" existing as of the date of this Lease, and any structural portions of the Building
(in cluding load beans walls the extezo�r oferaaisin wads for the 'resise, and fortndatlons existing as of the
date of this Lease, wbich repair and maintenance obligation shah a p�rc ninety (90)
0 days after the date of tb3s Lcasc
(vii) repair, replacement and maintenance of the pang areas (including pang lot lights, p lot striping, and
concrete or asphalt repair), vehicular and pedestrian access paths and roads, pedestrYan sidewalks, landscaped areas x
(including tree roots and sprinkler system), tra lx cnclosurc fences and gags surrounding the Project, sewage pump
located at the northern exterior side of the, Buih ng, and (viii) structural altekad ons to the Prema ses required under
applicable saws to the extent not the responsibility of Tenant pursuant to `e ticn 7 or 8 of this Lease,' andlbrd
obligations under this Section 6. 1 with respect to any p ar6out r repair, r'ep'lacement or m a ntena nc e require ent
shall not commence until Tenaut nofiSos Landlord is writing of any circumstances that Tenant believes may trigger
Landlord' obligations.
6 2, T enanVs Obligations. Tenaat shall main&in, repair and replace, at lits sole cost aiad expense,
at portions of the Premises that are not Landlord "s obli aeons under Section ,t in good working order and first
class condition and ppearance, including, vnith6ut limitation, i the interior portion of the Premises, (ii) any
B U ding ysterms currently existing as of the date bf this Line, and any structural pordons of the Building
(including load bearing walls, the exterior ofd emism i g galls for the Premises, and fund. t:ions existing as of the
date of this Lease, which repair and tnai&nance obligation shall commence after rdn ety days from the date o
Us Lease, (iii) any B uilding Systeids installed by or on behalf of Tenant after the date of this Lease, and (ice) the
Ten ut provemcnts, any Alt=fions, and any.additioual tenant improvements, alterations or additions ins by
or ou b half ofTenant within the. Premises. Tenant shall repaint and redecorate the Rremises at its expense as often
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as is necessary to K ee p the Premises in a condition comparable to that of other first; class banquet facility
establishments. Tenant shah b e respons ible for the exp ernse ofanstallation, operation, and ma tenauce ofitis
telephone and other comm umcadons c ablffig from the point ofeutry into the.Project and throughout the Premixes.
Tenant's o blig ations under this Section 6. 2 inc lude, without limitation, the rcplacement at Tenant's so cost end
expense, of any portious of tho Prem that are-.not Landlord's express responsibility odor Section 6 1, if it woad
be c omrn ercially prudent to rep lace rather than repair, such portions of the Premises, regardless of whether such
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replacement would be considered a capital expenditure. Tenant hereby waiv' es and yele s es its right to make repairs
at L nchord's expense under Sections 1941 and 1942 of the California Civil Cade or under any similar law, statute
or Ordinanco now or bereaf er in effect* In addition, Tenant hereby waives and releases its right to terminate this
Lease under Section 193 or and 1933 of the Cafifornia Civil Code o r wader any simflar law, statute or ordinance
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6.3. Additional OUgations of Tenant. The purpose of Sections 6.1 and 6.2 is to define the h
obligations of Laudiord and Tenant to per him various r epair an maintenance n tions- the allocation of the costs
therefor are co` Bred under this Section 6.3. Tenant shad bear the full cost of repairs or ten int nor or
exterior, stractural br otherwise, to preserve the Premises and the project in good working order and first-class
condition, aris' Lug out of i the a is #enca, i stall,ation, use or op oration of any Tenant Improvements, Al terations, o r
,.any of Tenant "s trade fixtwes or personal property; ii tie moving of Tenant's property or fixtures in or out of the
Bu o>r Projcct•cr in and about the Promises; (iii) the particular use or particular occupancy or manner of use or
occupancy of the Premises by any Tenant Party as d efwed b elow );.or (xv) the acts, ozz' f ns r'negligen e of any
Tenant Parties. All costs payable by Tenant in connectioA therewith, to the extent su p osts are xnc xe ,by
�dloxd but payable by Tenant, shah b considered Additional�Ront and shall bo payable to Landlord by Truant on
demand with interest at the Default Rate, Any Alterations required with respect to Tenant's responsibilities pursuant
to tJa.ils Section 6.3 shah be made in accordance with Section 8.
6 .4, No batexnent, Except to .the extent riy l� ax .g from any of trio foregoing are
i eimiaur ed by rental abatement i urance proceeds actually received by Landlord, there shall be no abatement of
nt with respect to, and except for Uan,dlord's gross ne hgen a or willful wisconduot, Landlord shall not be liable
for any ijur to or interference with Tenant's business arising from, any repair, maintenance, alteration or
improvement k or to any portion, 6f the Praj of in cluding the Pren� e or in or to the matures, appurtenances and
equipmeht therein.
7t COWLMNCE WITH LAWS. Tennant shaE prom ptly, at its sole expense, maintain. th Premises,
any Alterations permitted hereunder and Tenant's use and operations thereon in st ct compliance at p-U ti nes with
all Present and fUure laws, statutes,- ordinances, resolutions, regulations, procla aaOns orders or decrees of any
municipal, county, state or federal gover=cdor othex govemmental or regulatory anthority with jurisdiction over
the Project, or any portion thereof, whethor currently in effect or adapted in the iu uue and whether or not in the
contemplation of the parties hereto collectively, `Laws" and Tenant ,shall not use the P reauses or permit anything
to be dole of about the Premises which will in any gray conE t with any Lags. "'Laws shall include, without
l tation, a Laws relating to health and safety including, without limitation, the Cafiform Occup ational Safety
and' Health Act of 1973, and the California Safe DrL&jng water and Toxic for ement Act of 1986, inclu
posting and delivery of notices required by such Lags with respect to tho r i se disabled acceisibiEty,
in lading, w ithoift limitation, the Americans with Disabilities Act, 42 U.S.C. section 12101 et se q• Hazardous
Substances n xo pent l Laws"'), and all pr sent and future life safety, fire, sprialder, scisx c intro building
code and municipal code req uirements; provided howc er, that Tenant's abHgation to comply with Environmental
Laws is subject to the terns and concRions of Section 26, qmd Tenant shad not be responsible for c mpbi nco with
clean provisions of any Lays except to the extern o f an release caused or permitted by Tenant and its p6=tted
sublessees, licensees and conccssiouaires, officers, directors, partniers, ;members, employees, agents, 6ontraetors,
subcontract is, suppliers, sem providers, custoraers and. invitees (collectively the "'tenant Parries or other is
cluded in Tenant's indemnity in Section 26. Notwiffistanding the forgoing, Tenant shall have no obUgation to
make capital expenditures relating to r pairs, alterations or improvements to the Premises required to comply with
Laws existing as f the D qafivery Date, exeept if compliance is trigg ore d by the negligent or intentional acts or
onussious of any Tonant Parties, Tenant's and ula.r use of the Premises or iu connection with the installation of the
Tenant Improvements or any Alterations. Notwithstanding the first sentence of this Section 7, Landlord, and not
Tenant, shall be responsible for. correcting any condition, with respect to the exterior or t ctur l portions of the
l rroj (but not with aspect to the interibr of the 'remises) which is in violation of applicable Laws, except to the
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extent such condition is caused by the ane nt or intentional. acts or omissions of any Tenant Parties or such
violation results from Tenant's particular use'of the Premises, or such condition VVU be or has een altered in
c onnection with the installation of the Tenant Improvements or any Altemtions. Notwith t nding the first sentence
of this Section 7, Tenant shall not be mqui red to make any structural alterations to the Premiscs in order to comply
it Lags u e rurernent that such alterations be made is tri by an of foowa for, if s uch
requirements results from the cumulative effect of,any of the -following when added to offer negligent or autentional
acts, omissions or events, to the extent such altera ons arc regixired as a result of any of the following): i the
imiaHation, use or operation of dny Tenant hnprovements or Alterations b iug constructed by or on behalf of
Tenant, or any of Tenant's trade futures or personal property; the acis, orals iow o� negligence of any Tenant
ParUe r ticu
the parlar use r pa cular u or manner of use or occupancy o the Premi� 'by any of
the Tenant, Parties. Any alterations that are Tenant's r spun ibility pursuant to this Section 7 shall be made in
accordance with Section 8 below, at Tenant's "sole cost. The pities acknowledge and agree that Tenant's obligation
to comply with all Laws as provided in this Section 7 (subject to the limitations contained herein) is a material part
f'the bna.ined -fox comideration under this lease,. Teas nt's obligations under this Section and Section shall
include, without limitation, the responsibility of Tenant to make substantial oz strnctuaral reps and alterations to
the Primes to the extent provided above, regardless of, among other factors, the relationship of the cost of curative
action to the Rent under ffiis Lease, the length the then r maixriug''earn hereof, 'th relati c benefit of the repairs
to Tenant orlandlord the degree to which thq curative action raay *interfere with Tenant's use or enjoyment of the
Promises, and the likelihood that the lames contemplated the particular Law involved. The judgmot of any court,
of compefeut jurisdiction or admission of Tenant in an action against Tenant, whether Landlord is a party thereto
or not, that Tenant has so violated any such Law shall be conclusive of such vioMon as between Landlord and
Tenant,
8 ALTERATIONS.
k 1
8 Landlord Consent to Tenant's Alterations. Tenant shall not make or suffer to be made.
any alterations, additions, or improvements (collectively, and including, without limitation, the initial- leasehold
improvements, 'Alterations"), ha, on or to the Premises or any part thereof, with ouC the prior written consent of
Landlord. Tenant's request for approval of any such proposed Alterafions shall be in writing and shall be
accompanied by ree fall sets of car aplete plans and SP i ations for such proposed Alter ttions for Landlord's
.review. Failure of Landlord to rive its approval to any Alterations widiin fifteen 1 calendar days ter reccipt of
Tenant's written request for approval sha-1 com' it to approval by Landlord of sue h Alterations. provided however
that such reddest for approval is sent to Landlord in an envelope marked with the following legend in large, hold
capita.( letters: "RE S PONSF, RE QUMD WITEIN 15 DAYS OR ELSE DEENUM APPROVE D Any
Alterations in,, on or to the Premises except for Tenant movable furniture and equipmen ode Mures and
.Alterations which may be removed without damage to the 'remises, shall became the property of Landlord upon
expiration or earlier termination of this Lease, without compensation to T enan t. L an dl ord shall not unreasonably
withhold its consent to Alterations that i do not materially affect the structure of the Project 6 r the BuUdin
ystoms of the Project; ii are not visi ble from I the a terior.of the Premises and do not otherwise affe t the
appearance of the Pr ject'out ide the Premises; are consistent with Tenant's Permitted Use; iv do not requ re
any application to a political jadsdiction for rezoning, general plan arnenx meat, va arse, conditional u ;permii
ar hitectua review approval or mi l r pcnnits� reviews and/or approvah; v will iaot interfore with the use and
occupancy of any other portion ofth e Project by Uudlord or by any oth r tenants or theiz invitees or by any other
party with the right to 'use any portion of the Projerl; vi cornpl r,with any Mortgage, and with anypermits,
approvals, easements, licenses or other use agreements or encumbr aces on Lanc ord's titlo to the Project or rights
with respect to development and use of the Prof ctl and (vii) do not adversely affect the value or marketability of
Landlord's reversionary interest upon termination or ex p adoa of this Lease.
8 2 R equirements for' Tenant Alterations. Tenant shall male any Alterations consented to or
Permitted under this Sections 8 at Tenant's sole cost and expense, in compliance with the following requirements; i
Alterations shah be made in accordance with plans and specifications approved by LancUord, in Landlord's sole
disorction, and all Alterations shall be rn* in accordance with the requ emcnts of Sec;Eon 10; R any contractor or
person selected by Tenant to make Alterations must &st be approved in westing by Landlord, in its sole discretion;
(iii) Alterations shah not alter or in teifereN with the coiling, floors or den sing was of the PrcmiSO3 unless approved
by Landlord in its sore 4seretion. Tenant shall cause plans and specifications for any Alterations to be prepared,
and shah cause the construction of such Alterations to be performed, in accordance wiffi all applicable Laws. with
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respect to any Alterations that a `ectthe structure of th P ect, the Building Sys t or any portion of th e Proiect
outside the Pyrex ii e at Landlord's option the Al terations shall b e mad b Landlord, or b a contractor specked b
Landlord, fox Tenant's account and Tenant shall reimburse Landlord for the cost thereof including a reasollable
charge for Landlord's overhead) as Additional Beat withi twenty 20 days after ieceipt of a statommt from
Landlord therefor.
8 .3. Landlords e'Ae L consen to any Alterations shall not o bligate Lan dlord to
repair, maintain, 'insure or o exwis assume any responsibility or liability with respect to any such Alteration. In
addition, notwithstanding Landlord's review, Tenant and not Landlord shah be responsible for compliance of the
Alterations, an.d•plaus d specifications therefor, with all applicable Laws, and Landlord shad not be responsible
for any omissions or errors therein. F
A. 1W dal Tenant oprovernents. In addition t the requirements for at Alterations set forth in
this Section the fohow g reti xir naents shad apply with respect to Ten.an.t "s initial tenant improvements:
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8 4 .1. Tenant's Obligation. Upon deli -Very of ffe Premises by Landlord in
accordance, with Section 2.2 Tenant 44 fnmi h and install the tenant improvement necessary to complete the
Premises (including, without limi Cation, the work described in xIdl,it B attached hereto) (the "Te�iant
lnpiovements" in accordance w ith this Section. 8.4 at Tenant's o pens
8.4.2. Tmant's Pl ans and Perihits. The cost of pre paring the plaids, specifications
and working drawings for the Tenant Improvements shall be paid by Tenant. Within sixty 0 days after execution
of this Lease by both Landlord and Tenant, Tenant shaU cause its architect and/or engineers to prepare complete
architectural and engineering plans and specifications for the Tenant Imaprovements and a ,list of standards for
interior design, including a schedule and pallet of all matmial. flof hes and colors (collective the "Tenant "s
Plans'), a.n.d shall submit Tenant's Plans to the appropniate mu cipal authorities widiin ninety 0 days after
execution of this Lease for all applicable approval or pe=`ts necessary for construction of the Tenant
Improvements. Tenant shall b'c responsible for obtainifig any approval, pewit or certificate of occupancy, four, die
Premises. Landlord shall waive any concurrent plan check fees. The terms `Final Plans" shall thexcafter be deemed
to refer to the Tenant's Plans finaUy approved by the City of Al ameda Permit Department
8 4 .3. Construction of Tenant I pro njents. After Tenant has received any
rev ired p czmits, Tenant shawl. administer and diligently pros a cute the c onstru ction o f th e Tezia nt Improvement
accordance w ith Final Plans.
8.4,4. Inspection Rights. landlord shall have the right to inspect the Tenant
Improvements at all times, provided, however, thatLandlor 's Failure to luspect the Tenant Improvements shall in
no event constitute a waiver of any of Landlord's xights b.emunder nor shall Landl6rd's inspection of the Tenant
I pKovemen.ts constitute L andlord"s approval of the same. If Landlord disapproves any pordoa of the Tenant
lmprov=acts, Landlord shall -iriotf r Tenant in writing of such disapproval and .shall' s pecify the items disapproved.
Any defects or deviation ir, and/or di approvat her Landlord of the Tenant Improvements shall be rectified bar
Tenant at no expense to Landlord.
8.. Patio Installation. Subject to requirements set forth in Sections 8. 8.2 and 8.3, Tenant may
a t its sole cost install a patio on the east side of the Building on the Golf Course non -used property. Tenant sh
obtain from the appropriate municipal authorities iucludin without R
Ration, the City of Golf
omnai sion and the pity of Alameda Planning Board., if applicable) all applicable approval or pormit necessary for
the construction of the patio. Up on completion of such patio 'Tenant shall deliver to LancUord an updated site play
for the Prenuse
9 AD ITI AL RESTRICTION'S UPON USE. Tenant shall use the Premises only for the Permitted
Use set fob in the tasic Lease Informa. -ion and for no other purpose, and will .not cause nor pert any use of the
Premises nor any portion thereof in any, illegal Manner. Tenant shall not d or pemi it anything to b done in or
about the Premises which Frill obstru ta'or interfexe with the rights of other tenants or occupants of the Project or
ii�ure or annoy them, nor use or allow the Premises to be used for any unlawful purpose, n r shall "Tenant cause or
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maintain or permit any nuisance on or about the Premises or Project. 'Tenant shall not commit or suffet the
commission ofaay waste in on or about the Premises.
10. LIENS. Tcnant shall keep the Premises and the Project fhe from any bens arising out of work
erfonned or rnateiial fiamished to or for the Premises, and obligations incurred by or for Tenant or any person
claiming through or under Tenant. Tenant shall, with tern 10 days following the imposition of any such Dien,
cause such lien to be released of record by payment or posting a bond satisfactory to Landl ard, IfTona t does
not, viitbiu ten (10 days following the imposition of any such lien, cause the same to be released of record by
payment or posting of a proper bond, Landlord shall have, M* addition to all other remedies provided herein and by
law, the right, but not the obligation, to cause- the same to be released by such -means as it shall deer proper, r
in lud ng without limitation by the p ayment of the clan giving rise to such lien or by the posting of a bond. AR
such sums paid by Landlord and all expenses ,cued by Landlord i� coinection therewith shall be parable to
Landlord by Tenet as dditional Rent on demand with interest from the date incurred by Landlord at the Default
Rate, Landlor d shall have the xight a t all fines to post an l op poste on the Premises any notices permitted or
required by law, or that Lan dlord deems proper for the protection of Landlord, the Prof ct and any other party
leaving an interest tberein, fi m rrra.ochanics r aterialmen' and other liens. Tenant shall give Landlord t o (1 0) days
prior written notice b vre•cemnnencexrnent fan cogstruction on the Promises.
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1 1. HOURS OF OYERATION, T6nant's business at the Premises she be conducted within th
appropriate rules and re&latiorns of the City o? lameda oncerniug h ours of operations. Tenant may not vacate or
abandon the Premises a any time.
12# TRADE, NA M Tenant sh at a dales during the Term operate Tei2ants Tenants business in the Premises
under the trade specified in the Basic Lease.Information, accept for circumstances aris ing un Section 4.
13. SIGNS. Tenant will not place or allow to be placed or maintained on the exterior of the Premises, or
in the >wnterlor of the Promises if it is visible fronn the exterior, or in any vestibule of the Premises, any sign,, lettering,
advertising matter, or other item of any kind, and will not place or maintain any decoration, letteTing, or adverdsin
matter on the glass of any window or door of the Pieniises without the prior written consent of Landlord, AE such
signs or other items shall conform 'to the rules and regulations of the City of Alameda and shall relate solely to the
business o.fTenant.
14. LANDLORD"S RIGHT OF ENTRY. Landlord reserves and s hall ;4 t all reasonable times, b pon
reasonable prior notice (except in the case of an enxer enc have the right to re- enter tho Premises to in pect th
'same, to supply any service to be provided by Landlord to Tenant hercun.d.cr, to show the Premises to prospective
purchasers, Mortgagees or tenants, to post notices of nonresponsibilit
y or as otherwise required or allowed by this
Tease or by law, and to alter, improve r repair the Premises and any portions of the Project and. may for that purpo
erect, use, and maintain scaffolding, pipes, conduits, and other neces ary' tructur"e in and through the Promi
where reasonably required by the c axacter of the work to be performed. Landlord shall not be fable in any manner
for any U10buvenience disturbance, loss ofbusiuess, nuisance or other damage arising from Landlord's entry and
acts pursuant to this Section' 14; and Tenant shall not be entitled to any abatement orreduction of Rent if Landlord
exe rcises any ri&s reserved in this paragraph Tenant hereby wives buy clams for doges for any jury Or.
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in c o avew'ence to or interference With 'Tenant's �usiness, any loss of occupancy or quiet enjoyinent of the P remises,
and any o loss occasioned thereby, except for Landlord's gross negligence or ,willful misconduct. For each of
the aforesaid purposes, Landlord shad. at all da have and retain a ley nth which to u all of the doors
upon and about the Premises (excluding 'Tenaaf s vaults and safes). Landlord shall have the right to use any and all
paeans which Landlord mar deem n ces ry or proper to open said doors in an eraergency, its order to obtain entry to
any porddn of the Premises. Anj entry to the Premises or portion thereof obtained by Landlord pu=a.nt to this
Section 14 shall not under any circumstances be construed or deemed, to be a forcible or unlawful entry into, or
detaiiier of the Prremises, or an e viction, actual or constructive, of Tenant from the Premises or aRy portions thereof.
Landlord shall use commercially reasonable e cru daring any entry to not unreasonably interfere with Tenant's use
'the Premises o r its business conductq therein, although Landlord shall not be req ed to i m.ii the yours d uring
which it onterg the Premises to hour,s other than business hours. Tenant shall pennit -Landlord, at any time within S
months prior to the expiration of this Lease, to place upon the Premises any usual or ordinary "for ren or "Tor
leas" signs.
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1 LLkBILITY AND IN
15.1. Compliance with Insurance Reqmrements. Tenant shall not do or permit anything to
be done in or about the Y r=ises or briug or keep anything therein, resulting in a caucellation.ofarly insurAnce
policy covering the Promises or any portion of the Project or o erwlse violate any requirements, guidelines,'
conditions, rules or orden with respect to such insurance. Tenant shall, at his., peu e, promptly comply with all
requirements of any i�x er pemmimig to the' o f the Premises. If an suc ins urance rates shall b increased by
reason fthe use or occupancy off, or act or omission by, any Tenant Party, Tenant shall pay the amount of such
increase upon demaud.
15.2. Tenant Release and'Indenm ty.' Landlord shah not be liable to Tenant, and Tenant
hereby waives all claims against Landlord and its agents, employees, officer, boards and commissions, and the
Alameda City Council (the Landlo -rd Parfies" for, any loss, injury or damage to person or property in or about the
Premises or Project by o r from an cause whatsoever, and without 1 ting th.o generality the forego whether
caused y water xdamage, seismic activity, theft, fire, act of God, acts of the public enemy, riot, str c, insurrection,
wax, c6urt order, requisition or order of govemm( -.utal body or authority or for any damage or .Iue xveniffmce which
may axis e through repair or alteration of any part of the Pro, ect or Ntqre to make a�.. such r p it a pt,
-expressly otherwise provided in Sections l and 17 Tenmt shall indeninify and hold Landlord and Lan dlord w
Parties harmless of and from quy and all loss, cost, damage, i "ury of expense arising out of or related to claims of
,fury to or death, ofpersons, damage to propel i occ rrmug in or on the Promises; or i1 oecu ug ir, on or'about
any other portion off'the, Proj t to the extent res Ling diroctly or indirectly fxpm the uso or occupancy of the
Promises or activities of Tenant in or about the Premises or Project, such indemnity to include, without lino tation,
the ob,ligadou to provide all costs of defense against any such cla ss provided, however, that the foregoing
indemnity shall not apply to any claims arising by reason of the gross negligence o wills miscon4uct of Landlord
and Landlord Parties. lu addition, Tenant shaU protect, indemnify, defend,' and hold Lan and Landlord Parties
harm ess from and against any and all loss, cost, damages, m" Jury or expense arising out of or in any way related to
a are breach of this Lease by T nan' t; or b elms for work or labor performed, materials or supplies Runished to
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or. at the re most of `enant or in connection with performance of any work dono fcr the account of Tenant in the
Premises or the Proj
15. andlord "s Insurance. Landlord shah,, at all genes during th Verna main a policy or
policies of all-risk property insurance excludin. earthquake anal flood loss Landlord elects, its sole discretion,
not to ma nWh such coverage) with the' pra=ums thereon H ly paid iu advanee, issued by a solvent inswmca
company, Jimwmg the Project against less or damage by fire or other insurable ha and (which may include
earthquake loss iTLaudlord elects, in its sole discre on, to maintain such coverage fb� the full replacement cost
thereof, or, in the alternative, ins uring for eighty erce'nt of the re cost thereof oar such Minimu
amount as shall be required to elminate operation of coinsurance provisicns provided that Landlord shad not be
obligated to imurc auy rnitcre, equipmen machinery, goods or supplies not covered by this Lease which Tenant
may bring or obtain upon the premises, or a4y Alterations that Tenant may make upon the Premises in accordance
with the provisions of this Lease. At Landlord's option, Landlord may elect by written notice to Tenant to include
the Tenant Wrovements in such in ur nc with the =fire cast of-any such h urance on the Tenant hnprovetn6nts
to be parable directly by Tenant to Landlord as Additional bent, and iflandloard so elects Tenant skull cooperate to
provide L andlord with ah information reasonably requested by Landlord andl.or its insurer(s) with respect to the
Tenant Improvements.
15.4, Tenant's hsurance. Tenant shall procure at its cost aiid expense and keep in effect
during the 'fermi (including, w.ithout limitation, the ccn'struction period for the 'Tenant Improvements) the following
aurane:
15.4.1. Property Insurance. Tenant shah carry pr pert r insurance on TenanVs own
ctures and ;e onal property in the Premises in such amount as Tmant may desire, Tenant shall provide a
cerdfi of in suran a to Landlord indi sting that any such coverage contains the waiver of subrogation required to
be provided under ctlon 15.5 hereof, In addition, Tenant shall maintain insurance ou the plate or tempered glass
which is part of the Premises, workers' compens atiou iasuranc ,all risk ins ran. e Qovering the Tenant
Improvemmczits if not carried by Landlord as provided in Section 15.3) and Altercations for the RW repl cemont cost
thereof and all such other insurance as may be required by applicable law. Tenaut shah provide Landlord with
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certificates of'such insurance all of which shall cunt m" the waiver required to be provided ursuant to Section 15.5.
All policies required to be carried by Tenant hereunder and all evidence ofinsumnce provided to Landlord shall
cOntaiu as endorsoment showing that LancHord, any Mortgagee, and any other poes a requested by Landlord are
included as additional insured, and an enders meat whereby the insurer agrees not to cancel or alter the policy
without'nct less than thirty 30 days' prior written notice to L andlord and any such other additional insureds
Tenant acknowledges and agrees that mn urance coverage carried by Landl wffl not cover Tenant's property
within the Premises except to the .extort of Landlord electron to insure Tenant Improvemeno pursuant to Section
15.3 and that Tenant shall be responsible, at Tenant's sole cost and expense, for providing hrsu ante coverage for
Temnt's movable equipment, furnisl s, trade Mures and other personal propetty in or upon the re ses and for
any Alterations made by Ten an;, In the event of dwma ge or loss thereto fob, any cause whatip ever.
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1 5.4.2., Liability Insurance, Tenant, at its expense, shall maintain hi farce a policy of
Commercial general liability insurance with respect to th,e Prenus s, with fmaaci lly responsible sur nce carriers
a uthorized to do business the State of CaUgniia and appmved by Landlord, written on an occurrence basis. Such
i urance shall be primary and not contributory with Landlord's insurance. 'each .surauce shah provide 1,000,000
M um comb mi ed single h st, with a $4,000,000 excess policy, for bodily mjur and pro s* damage. Such
in ,urauce shall specifically include the liability assumed hereunder by Tenant, and shall provide that it is p rima q
surance, and not excess over or contributory with am other valid; existing and applicable insurance in force for or
mbehaff of andlord, The lim its of said instance shall not, however, limit the liability of Tenant hereunder{, and,
Tenant is re pon ible for ensuing that the amount o fliabUity surance owed by 'Tenant is suffi cient for Tenant Is
purposes. No policy shay be cancelable or su ject to reductiou of coverage except after thirty 0 days' prior
written noti a to Landlord.
15.4.3. Insurance Requirements. lnsuranee required =der this Paragraph 15.4 shall
be in com licensed to do busmi ess in California and rated Aar X or better in "Best's Insurance Guide."' Tenant
shall delver to Landlord upon the commencement of this Lease copies Qf policies of liability insurance ce required
hereiA and certificates evidencing the existence and mounts of such is�mmnce w hich provide that Lan dlord, its ci ty
Council, boards and commissions, officers, employees, aiad any Mortgagee, and any other parties as requested b
Landlord are additional insureds under the policy with evidence satisfactory to Landlord of payment ofpareniiuua
o n or before the date T mant commences work'on the Tenant lmf rovemGnts, and thereafter t least thirty 0 days
before the expiration dates of e piaring policies. If Tenant fails to procure and maintain any -required insurance,, or to
deliver required i urance policies or cerCificates, Lan dlord may, but slam not be required to, procure. and maintain
same for the account of Tenant, aiid the cost thereof shall be paid to Landlord as dditional Rent wz#h�n five
days miter delivery to Tenant ofbiHs therefor,
15. Waiver, Notwithstanding anytlin. to the contrary in this Lease, the parties hgeto
release each other and their re pective agents, employees, successors, egntra.ctors, subcontractors, assignees and
sub tenan ts from all liability for ixVury to any person or d amage to any property that is caused by r results from a
risk i which is a ctu ally ured against to the extent of receipt efpayment under suoli policy (unless the failure to
recei e paymexut under any such policy results from a failure of the insured party to comply With or observe the
terns and conditions of the insurance policy covering suer liability, t which event such release shall not be so
limited), (H which is rewired to be insured aga.imt.under this Lease, without regard to the negligence or willful
misconduct of the entity so released, or (iii) which would normally biz covered by the standard form of "all risk-
extended coverage"' casualty insurance, iAd thoui xegard to the negligence or will l'misconduct of the entity so
released, Landlord' and Tenant shah each obtain from heir respective mi su.rer under all policies of lire, theft and
other property insurance maintained by either of them at any time during the Term insuring or coveragg the
Premises, the Project or any ortion" thereof or its contents therein, a waiver of all nights of'subrogation which the
insurer al~ one party Wight otherMse, if at all, hive against the other party, and Landlord and Tenant shall each
ia demnify the other a a any loss or expense, including reasonable attorneys' fees, -resulting from the failure to
obtain such waiver.
15 D isclamier regarding Security. Tenant acknowledges that even,�f Landlord i'nsta'ls and
operates security cameras or other security equipment and/or prgvides any other~ services that could be construed a
being intended to enhance secunty., Landlord shall have no obligation to Tenant or to any Tenant Party for any
damage, claim, loss or liability related to any clams that Landlord had a duty to provide security or that the
equipment or eM a provided by Landlord were inadequate, in6perative or otherwise failed to provide adc�uat
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A uiz ust 10. 2001
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security. Any such claim made again t Landlord by y employee, customer or invitee of Tenant shall be i n luded
wig Tenant's obligation ofindexannity axed def ense set forth in Section 15.2, 'T'enaat shall have the obligation to
provide, at its sole expense, such security as may be required with respect to the Primes.
153. Survival. The pro-visions of this Section 15 shall survive the expiration or te>iination o
this Lease with respect to any claims or liabiity occurring prior to such expiration or termination.
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16 EMM DOS. F
16.1. Premises. If all or any part of the Promises are condemned ox taken f:�r a pubUc or quasi
public use by any entity other than the Casty of ameda, there any award or compensation ansing out of such
condenmation shall be paid to Landlord, and Tenant hereby irrevocably assigns any rights of Tenant in an to any
award or comp.ensatloui to Landlorcl provided, however, that Tenant shall be entitled to any award for goodwW and
loss of or d ama ge to Tenant's trade l taros, removable personal pxoperty, and tenants i.mprovoments. Taut iha]1
execute, acknowledge and &Hver to L udlord upon demand such document or insets evideA ing such
assignment. Tf after conde=ation of less than all of the premises, the remam portion may be used, ate. a
Landlord's and Tenant's reasonable judgmm t, for the Pcmn tied Use, then base Rent shall be redu ed lot the
balance of the Term In the propor on• that the rentable area of the pantion of the Premis s taken bears to the iota] r
rentable area of the Premises limmediately pxior to wish tan If the entirp Premises are condemned or taken, or if
less than all are taken and, Landlord's reasonable `udgment, the re ai ng poxtlon cannot be used 'for the
Permitted Use, then this Lease shall ter ate. The sale of all or any partbf the Premises under threat of the,
exercise of the power of eminent donate to an entity which possesses such power shad consdtate a coxidemnation
and .taping for purposes of this Lease.
16. Pr ect. If any portion of the Projec outside the Premises is condemned or taken for a
public or quasi-public iise by any entity oth r than the City of med and as a result Ten nt either does not have
access to the Premises or to adequate ervices an utRides or is otherwise, in Landlord's reas ouable judgment,
unable to use the Premises for the Permitted We, thm Landlord shall attempt to coixect suc conditi by an
reasonable means (siach as by providing a.ltemative access, services and/or- ut ties If Laudlord detcrwiues that
such conditions are not correctable by reasonable means, both Landlord aad Tenant shad have the opdo»,
exercisablc by writt n notice W the other party, of torminadug this Lease. The foregoing notwithstanding, Landloid
shall not be obligated to e pond more in connection with such correction than the amount of that portion of the
s everance damages received in the condemnation w hich is allocated by the court or the condemnor to the expenses
es
of the ;repair or are cow txuetion of that portion of the Parojeci reeling correction or, if the. Paroject also -requires repair
and reconstruction in areas other. than the area of the correction necessary to serve the Premises, then an eq It blo
portion of the auaount of everanc damages ..11.osated to all such repair and rcconstruc ion Any termiu ction of this
Lease pursuant to &s Section 16.2 shad be effective as of the state ofv& sting of title pursuant to the coed mn tlon
or tkin sand Landlord shall make a proportionate reed to Tenant of any Base Rent and Additional Rent that has
been paid in advance.
16 Temporary,Taking. NoTwitlistnding anything to the contrary contained in this Section
16, if there is a condemn Lion or taking for a public or quasi-public use by any endty other than the City of Alameda
ofthe, temporary use or ec of any part of the Premises during the Tenn,, t lease shall be and rem
unaffected by such 'faking and Tenant shall -cont ue to pay in it all Base dent and Additional Rent payable
hereunder by Tenant during the Term such event, Tenant shall be entided to receive that portion of any, award
whine] represonts r. omp ens atioa for the use or occupancy of the Frei es'during the Term, and Landlord shall be
entitled to receive that portion of any ward which represents the cost of restoration off~ the P remises aad the use and
occupancy qf the Premises after the end of the Term. If such temporary taiug is for a period longer than o
hundred and seventy (270) days and unreasonably interferes with Tenant's Tormitted Use, then Tenaut shall have the
right to termivatp the Lease, and handlord shall ire' entitled to recelve the entire award for tine temporary to ng,
except for that portion which represents comp ensation for the use or occupancy of the Premises d uriqg the period of
time prior to such terminatiom
1.6.4. Waiver of Statutory Pruivi tan L andTenaut,understand and agree that the
provisious of this Section 16 are intended to go ATy the rights and obligations of the pies in the event of a
d ondemnatign or taping of all or any portion of tho Premises. Accordingly, the pales each hereby waives any right
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to terminate this Lease bi. whok or in part under S e tio-us 1263,260, 1265.x20 and 12 65.13 0 of the California Code
of Civil Procedure per under any sit ar Law -now or hereafter in effect. d r
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1. D AMAGE AND DEST
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17.1, Restoration or Terminattlon. if the Premises qr the Building 'is damaged by fir or other
casualty, than Lmdlcrd Aall it the same, provided that founds for such {repairs are appropriated b the City
Council of City of Alameda, in its sole discr4on, for such purpose and that such repairs can be made witbin two
hundred tea l days alter the date of such da�aage (the "'Repair Period" In th e event su ch conditions are
satisfied, this •Lease shall remain in fall force and. offeot exe ept that Tenant shall be entitled to a proportionate
reduction ofd ase Rent and Additional Rent during the period of such repairs based upon the extent fo which such
damage and the making of such reps materially inter with Tenant #s use or occupancy of the Prmises.
Landlord shall use its best efforts t notify Tenant wiNn thii* (3 0) days after r the date of such damage whether or
a not u h repair's can be made fri the Repair period, and L andlord in th ereo f shall be binding on
"Tenant. if such r ins caa�no made wi
pa thin the Repair Pbrio Landlord shall have the option to notify Tenant of:
a Landlord's intenVon to repair such damage and diligently prosecute such repairs to completion t
rrcasonable,periodever the Repair Pe sub t to the'Ci y r7nc 's appropriation of all necessary ids, in
which event this Lease shall continue in full fdree and effect and the BasAeiat and Additional Re nt shall be redt.ced
as provided herciu; or (b LancHord's election tb terminate this Lease as of a date specified in such nodee, which r
date shah be not less than thirty 0 nor more ;thaa sixty (0 days a er notice is given by Landlord. In case of
tot inaYtion,'the Base Vent and Additional Kurt shard be reduced as provided above, and Tenant AaR pay such
reduced Base Rent, Percentage Rent and A dditional Rent rip to the date o termination.
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17.2. Casualty at End of Term. Notwithstanding anyffiing to ffic contrary contained in this
Lease, if du ng the twely 1 months prior to th expiration of the Term r during the twelve 1 months prior to
the xpiratiow of py Extension Term, if exercised), a substantial p onion of tho Premises or Building is damaged or
destroyed by fire or other casualty, each party shall h ave the opdon to terminate ibis Lease as of the date, of such
damage or dent motion by written notice to thB other party given withhx thirty (3 days after such damage or
destruction, in which event Landlord shall make a proportionate refund to Tonaut of such ]base Rent and Additional
Rent as may have been paid in advance, For purposes of this paragraph, a ""substantial portion," shall mean fLft
percent ONO of the renta area of the Premises or Building. Ik
Y 173. No Obligation to F epair. otwiffi tanding any rig to the contrary E this Lease,
Landlord shall have no obligation t repair the premises or the Building in the event the damage or destraction i
athibutable. to any act or omission of Tenant its agents, employees, invitees or licensees. Yn no evert shall Landlord
be required to repgir any damage to Tenant's own Mures and personal property or any paneling, decorations,
railings, ngs, floor coverings, or any Tenant Improvemonts or Alterations %talled or wade on the Prenoses by or a the
expense o `Tenant, In the event the Prex scs o.� the Building is s bstanti fly damag d or destroyed and L andlbrd
int ds to rebuild for p u blic purposes inconsistent with this Lease, Landlord may term in ate this Lease upon written
notice to Tenant, Tenant shall have the right to rebuild the fat ty at their sole expense; said r iiiI&g shall
cotnmenc c withiu one year ofthe date o f th substantial d am age. For purposes of this paragraph,, a "sub stantially
damaged or destroyed" shall• moan fifty per-cent (50 of the ratable area of the x ses or wilding.
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17.4. Waiver. Landlord and Tenant intend that the provisions of this Section govern fully i
the event f any d ago or destruction and accordingly, Landlord and Tenant each. hereby waives the prow, i
a ons of
ection 1932, subdivision 2 Section 1933, subdivision 4 and Sections 1941 and 1942, of the Civil Code of
Californian or under any slur law, statute or o p dinance now or hereafter in effect.
1. UTILMESA SERVICES.
18.1. Tenant's Obligations. Tenant shall be responsible for arranging for, and direct palm nt
of any and ah cost of the utilities or ser ices to the Premises for separately nnetered or directly billed water, gas heat,
light, power, telephone, cable and di tal c o equipment an services, internal security, janitorial
services, garbage and other utilities and services. s ppHed to the Premises, all fees, costs and expenses for such
services, together with any taxes thereon. Landlord shall cooperate in a reasonable man with 't'enant's effifts to
arran all such semees, r
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1 .2. DisclahueroMablUty. Landlord shad not be in default hereunder, nor be deemed to
have evicted Tenant nox be liable for any damages directly or indirectly resulting from, nor shall the ren 6l herein
res arved b abated, exe ept as e pare s sly provided f or the second to last sentence of this paragra by reason'of i
the instaUafion, use or interruption of usv. of any equipment in connection with the foregoing utilities and services;
faflure. to fixnush or delay in fiwnisbing any services to be provided by Landlord when such failure or delay is
caused by Acts of God. or a elements, labour di tabances of any character, sbortages of materials of labor, or any
other conditions' or causes beyond the reasonable ,control of Landlord .y of the fbr going, 'Force, Majeure or by
the making of rep am o r improvements to the Pres ses or to the Project (unless such failure or delay is caused by
Landlord's gross negligence or w ill fu l misconduct or (iii) the station, pztailm.e>at, rationing of restric#ica on use
of water, electricity, gas or any other form of energy, or any other service or ufflity whatsoever seivmig the Premises
o r the P ec#. Furthermore, .L ndloxd shall be entitled to cooperate with the mandatory requ remeats ofnational,
state or local governmental agencies or uffides suppNears in coi=ctiou with redueing energy or other resources
consumption. lf' the, Premises become Bann x t ble for Tenant's use as a on sequence of cessation of gas and electric
ud litics orother services provided to the Premises resulting from u casualty, then as Tenant's sale remedy, Tenant's
Base React axed �A ddition l Rent shall agate during the peri d of time in which Tenant cannot occupy the Premises for
th;e l Ierniltted ses, 'Tenant hereby waves the provisions of C Llfomia. Civil Code Section 1932(1) or any other
pplicaable existing or future Lars p .rmi ng the Le in ati n of this Lease due to such xntenuption, fa. ure or
inability. In no event shall any Mortgagee agee be or become liable for any default of Landlord under this Paragraph 18.
19. SURRENDER OF PREAUSES. Upon the expiration of the Term or earlier to ivatim- f his Lease,
Tenant shall quit and sender the Pareanises to Landlord, broom clean, in good order, condition and repair, with all
of Tenant's movable equipment fiuuituro, trade fixtaxres and other personal property removed therefrom and all
damage to the Pi caused by such remov repaired. Unless Tenant has obtained Landlord's ageement in
writing that It can remove any portion of the Tenant Improvements and/or any Altearadorr all Tenant Im provements
and Alterations shall be surrendered with the Premises in the same condition as received or Est iutaHad, except
reasonable wear and tar and casualty damage not c aused by T enant, its agents, employees, invitees or licensm.
Any property of Tenant not removed hereunder shall be deemed, at Landlord's option, to be abandoned by Tenant
and Lmdlord may store such property in Tenant's name at Tenant's expense, and/or dispose of the same in any
manner permitted by later. If Landlord, at Landlord's sole option, desires to have the Premises, restored to a
condition that existed parlor to installation of any particular Teuaut finprovemeuts or Alterations, Landlord shall sQ
notify Tenant hz Ming not latex than sixty days parlor to tho expiration 6f the Term (oar, with respect to an
earlier t rn in tion, prior to such termination), and upon receipt of such notice Tenant shall, at Tenant's sole cost and
expense. not to exceed Fi Th ousand ]dollars ($5,000), so restore the Premises b6foare the end of the Torm. At the
me Tonaut requests the consent of Landlord to a proposed Tenant Improvement or Alteration, Tenant may request
in Ming that Landlord noffy Tenant at such time Tether Landlord ,gill require such Alteration be o
r moved a t the end of' the Tenn. The voluntary or other suxrendear of this Lease by Tenant, or a mutual cancellation
thereof, shall not work a merger, and shall, at the option of Landlord, t rmin to all or any existiag subleases or may,
at the option, of Landlord, operate as axa assignment to it of any oar all such subleases.
0. 110L OAR. If Tennant directly or through any successor of Tenant) renaaim in
possession of all cr any porfion oft the Premises after the expiration or term ation- ofthis Lease w"thc4t the consent
of Landlord, Tenaat's contintied pusses ion shall be oa the basis of a tenancy at the sufferance of Landlord. ba si h
even Tenant shall, c ntinue to comply with or perform all the terms and obligations of Tenant under this Lease
including, without limitatim, payment of Additional Rent), except that the Base kent daring '1,-lenaut's holding over
sba H be the greater of the then-fair market rent for the Prcnuises a4s reap onably determined by Landlord) or one
hundred fly percent l 05/a) of the Base Rent payablo in the last fiJ1 month prior to the tenninatiou hereof (anal
shall be increased M' acc ordance with Section, 3.1.2). In a &Eaon to Rent, Tennant shall pay 1 landlord for all damages
pro imately,cau ed by reason ofTenant s roWntiox>n ofpossession. Laudlor 's aoceptance of Rent after such
termination shall not constitutc a renewal of this L ease, an .notli ug contained in this provision shall be deemed to Y
wa ive Landlord's right of re -entry or any other right hereunder or at law. Tenant acknowledges that in Landlord's
marketing and sc-leasing efforts for the Premises, Landlord is relying on Tenant' a vacation of the Premises upon the
expiration of the Terra of Us Lease. Aycordingly, Tenant shall indenmify, defend and hold Landlord harmless from
and agahist all claims, liabilities, losses, posts, a penscs and damages arismg or resulting diraectly,oar indirectly from
Tenaut's fOure to timely surrender the Premises, including i any loss, cost or damages suffered by anyprospecthre.
tenant Qf a, or any part of the Premises, and I'l Landlord's damages as a result of such prospective tealant
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rescinding or rofu ing to enter into the prospcctive lease of all or any portion of the Prey ses b y reason of such
failure of Tenant to timely surrender the Premises. r
1 RIGHT OF LANDLORD TO PERFORM. All coveuants,and a greements to b e performed b y
Tenant under any of the teens of this Lease shall be pe orrnecl by Tenant at Tmant's sole cost and expense an
without any abat rnent of Base Rent or Additional Rent; If Tenant fails to,pay any sum ofm,on y other than Base
Rent Percentage Rent or Additional Rent required to be paid by it hereunder, or moils to perform any otter act oil its
part to be performed hereunder (including, without lim itadon, Tenant's obligation to maintain and repair the
-Premises), regardless of whether such fa re has become D efault her, and r, and either 1 such faa ure continues,
and Ten t does net commence care f such failure, far ten 1 days after notice thereof by Landlord as prm iced in
See n 22.1 (except is the event of eraergency, When no notice or cure period sha11 be required), or h bang
commenced such cure Tenant does not dWgentl .prosecute the cmi thereof, or Landlord is, in Landlord's
reasonable business judgment, in. a better position to accomplish such cure or can accompligh.such cure in a more
efficient or cost effective mannp. than, Tenant, or i a default iinder any Mortgaggh, ground lease, underlyi g lease,
or other eacutubrance on the project is, in Landlord's reasobable judgment, likely to occur duct to Tenant's fAure to
cure such fa =re M a timely manner, then in any such situation Lan dloTd may, but s hall not be obligated so to do,
and without waxvmg or releasing Tenant fror� any obliga ons of Tenant, r=ake any such pa a bt or perform any r
such act on Tenant's part to b made or p xforin d as provided in this Lome. All suss so paid and costs so in urX d
b Landlord, together with interest thereon at the Default late from the cute Landlord makes such payment or incurs
such costs shalt be payable a Additional ent;to Landlord on dem
DEFAULT.
22.1. Tenant' fault. Tho failure to pay any Rent and my material failure to perform or
honor any other covenant, condition= or representation made under this Lease shaU constitute a efaul hereunder
by Tcaiaut upon expiration of the appropriate grace period her inatier provided. Tenant shall have a period of twee
days from the dat of WT itten notice from Landlord (which notice shall be in lieu of and not in addition to the
notice required by S ection 1161 of the C alifonn i a Code of Civil Procedure) wiffiia which to cure any failure to pa,
Base Rent, percentage Rent or Additional Rent; provided, however, that except as expressly required by law,
Landlord shall not be required to provide such uoU a more than twiqc diir ug any consecutive twelve 1 mouth
period duri=ng the Ter with respect to non payment of Rent, the third such non payment constituting Default
wi hout requir m.en.t of notice. Tona at shall have a period of been (15) days from the date of written noti from
L andlord which notice shall be in lieu of and not M' addition to the notice required by Spc6u 1161 of the California
Code of Civil Procedure) within wWch to care any other curable failure to perform any obligations under this Lease
before it constitute a "Defaule"; provide however, that with respect to any curable failure to perform a n,o
monetary obligation that cannot reasoi2 be cured within fifteen 1 days, the cure period shall be extended for
ah additional thirty day dayl if Tenant commences to cure wnthiu fifteen 1 days from1andlord'notice and
continues to prosecute diligently the curing thereof, Notwithstanding the foregoing, i if a specific Ume for
performance or a different cure period is spoofed el owhcre in this Lease or the Work Letter with respect to any
specific Qbligation of Tenant, or if it is provided that fa ure of any obligation shall be a Default without au notice
or cure period, such speck cure period or lae f care p eniod as applicable, shall apply witf respect to a failure of
such obligation in lieu of, and not in addition to, the cure period provided in this Section 22,1; the cure period
specked in Section 2 1 shall apply with respect to Landlord's right to cure "tenant's fa .ure to perform pursuant to
Section 2 1; and the cure rights provided in this Section 22,1 shall not extend the specified time for compliance
with any required delivery, approval or perforniace obligations under S etiou 5 or 24 of this Lease,
22.2. Landlord's Remedies, Upon a Default of this Lease by Tenant, Landlord shall have the
following rights and re .edies in addition to any other rights or remedies available to Landlord at law or in equity:'
22.2. r Landlord shall have the rights and remedies provided by Caffomia Civil Code,
Section 1951,2 or successor code section, including but not limited to the right to recover from Tenant: i the worth
at the time of award of the 'unpaid R ent end o a er amounts which had been earned at the time of termination; i* th
worth at the tie of award of the amount by which the unpaid Rant which would have been carved a ler termination
until the time of award exceeds the amount of s uch Rent loss that the Tenant p roves could bavo beau reasonably
avoided; (iii) the worth at the dune 6f award of the amount by W ch the unpaid Rent for the balance of the Term
after the time of award exceeds the amount of such. Rent loss that the Tenant proves could be reasonably avoided;
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and iv any other amount necessary to coxiapeansate Landlord for all th e detrim proxnately caused by Ten.aufs
tae to perform its obligations under this Luse or which, in the ordinary cour o ffi would be lamely to
result therefrom.. the "Y rth at the time of awu& of the amounts referred t o in i and shall be computed'with
interest at eighteens percent (18%) per annum or the highest la u.l rate, whichever is the lower. The "worth at the
time of award" of'the amount referred to in (iii) s hall be compute by d iscounting such amount at the 11 discount rate
of the Federal Reserve Bank of San Francisco iaz efI`ect as of time of award plus one percent 1 O o arid, whererental
value is a material issue shall be based upon oo petent appraisal evidence., recovery of the wow at the time o
award of the amount by w hich the unpaid Base Rent, Percentage Rent and AddidoAal Rent for the balance of the
Term after the two of awar exceeds the amount of rental l oss for tho same pex�od that th e Tenant proves could b
xeasonably avoided, as comput d pursuant to sub section b) of said ectioa 1951.2. For purposes of computing
unpaid Rent that would have accrued and becomio payable under this Lease pursuant to the provisions of this Section
22.2.1, unpaid Rent s hall consist of"the sum of: r
22.2.1.1. the total Base Rent for th balance of the Term, plus
22.2.1.2, a computadon of the Additional Rent for the balance of the Fenn,
the assumed Additional Rent for the calendar year of the Default and each future calendar year in the Term shall be
equal to the Additional Rent for the calendar year poor to the year ma l ich the Default occurs compounded at a per
annum rate equal to the xaea-A avea agp rate of ration for the preceding calendar gears as determloed b
reference to the Consumer f ries Index all items for the San Francisco a aand --S lase Area, All Urban
C onsumers, published by tae Bureau of Labor Statistics of the United ,Mates Department 6f Luber (Barre Year 1982-
84-- or such su6cessor index as may be estabhsbed to provide a measure of'the current purchasing power o f the
dollar, plus
22.2.13. Percentage Rent competed at the average monthly Percentag e Rat r
for the preceding twelve I2 month period of the Term compounded at the io�.f lation rate and in the same mauner as
specif'i'ed for Additional Rent in Section 22.2.1.2 above,
22.2.2. Landlord sha11 have the iigbts And remedies prrovided by California Civil Code,
S ection 1951.x, that aHows Landlord to coutinue ff s tease in effect and to enforce aH of its rights. and remedies
undor this Lease, including the right to recover r ase Rcnt Percentage R ent and Additional Rift as they become d ue
for so long as Landlord does net term u ate T'enant's xight to possession. Acts of n2aint nance or preservation, efforts
to relet the Premises or the. appointment of a receiver 4on Landlord's im'tiati a to protect its interest undez this
Lease shah not a te of Tenant "s rights to possession.
22.2.3. Landlord shall have the right to terminate this Lease by giving notice to Tenant
in accordance with applicable law.
22.2.4. If Landlord elects to terminate this Lease, Landlord shah have the right and
power to enter the Premises and remove therefrom all persons and property, and to stare such property in a public
warehouse or elsewhere at the cost -of and for the zecount of Tenant and to sell such property and apply such
proceeds therefrom pursuant to app c ble Calffirnia l aw.
22.3. andlordIs Default. Landlord shall have a period ofthni t 30 days from. the date of
written notice from Tenant of Landlord's default (any such notice, a "Landlord Default Notice' to cure any default
by Landlord &r this Lease; provided, howeVear, that with respect to any default that cannot reasonably be cured
w ithin flirty 3 days, the default shall not be deemed to be uncured if Landlord gomm a es to cure Within d&ty
days fro m receipt of the Lan dIord Default Nodoe and con tinues to prosecute dMgendy the curing thereof.
Tenant agrees to give any Mortgagee, by registered or cerUed mail, a copy of any Landlord Default Notioc served
upon the Landlord provided that prior to such notice Tenant has been noted in writing of the address of such
Mortgagee. If landlord fails to cure such default within the time provided for in this L e ase r then the Mortgagee
shall ]rave an a d donai tarty 30 days der the e p Lion of such cure period within which to cure such default
provided that Tent x of ies Mort concurrently with Tenant's t' notice to Landlord t the beg�x= of
Landlord's thiart 3 day period; otherwise Mortgagee ce shad Dave sixty days fkm the date oar whi it is
notified). If such default canna be cured, by Mortgagee with the cure period, Tojaant may not exercise ise any of its
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remedies so long as Mortgagee has comm enced and is diligmtly pursuing the remedies .necessary to cure such
default (including, but not limited to, com m 610 ce nt of foreclosure proceedings, if necessary to affect subh cure).
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22.4. 'enant "s Remedi lf�ny default fiereunder by LandYord is not cured Witli n the
applicable cure period provided in Section 22.3, Ten=t's exclusive remedies shall 'an action for speck
Performance or action for iictual damages; Tenant hereby waives the benefit of any lawi Ming it the light to
perform Landlord's obligation, or (B) the ri t to tmwinate t, is Lease or withhold Rent oxi account o f auy L an dlord
default, including, without Jimitati Sections 1932(1), 1941 and 1942 oftho California Clvfl Ccde. The Lability of
Landlord to Tenant for any default by Landlord cinder the terms of this Lease shall be limited to Tenant's actual
direct, but not consequential, damages therefor, and any,judgment against L an dl ord conga -coon therewith shall be
recoverable only from the interest of Landlord the Froj ec�t. Landlord, or if Landlord is a pa r hip, partner
whether general or limited, or if Landlord is a corporation, its directors, officers or sb r holde.�s, or if Landlord i
limited liability company, its members or managers, shall not be persona Diable for any such judgment. Any li en
obtained to enforce suchjudgment and any leery of execution th reon shah be subj and subordinate to any
Mortgage recorded prior to the date of such hicn.
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23. INSOLVENCY AND BANKRUPTCY. The appointment of a receiv er to tie osses ion of all or
substantially all of the assets of Tenant, or an assigtment by Tenant for the benefit of creditors, or any action taken
or suffered by T under any iaslrency, launxtcy, ro offer debtor reliefpxoeeding, (each of
the forego g, an `'Insol -yen y Proceed g" shall, at Landlord's option, constitute a Default under this Lease b
eu nt; provided that a petition in bankrupto ice elver attachment, or other remedy pursed y a third p a
(bout any acdon or complicity by Tenant not constitute a Default under this Lease so log as it is discha ed
wiffiin days. At any time after any lusolvency Proceeding (including the expiration. of such 6 0 day period,
if applicable), this Lease shall. teriainate five clays after Wlitten notice of tennination from Landlord to Tenant.
In no event shall this Lease be assigned or assignable by operation of lair accept as provided iu Section 4 or by
voluntary of involuntary bankruptcy proceedings or otherwise, or be an asset of Tenant under any Insolvency
rocecdi g.
24.1. Tenant 'tenant shall at any time upon not less than ten 1 days' prior written noti e
fx Landlord execute, acknowledge and deliver to Landlord, or to any o thex person specified by the requesting
party, an estoppel certifxeate stating: i wheth this Lease is in full force and effect and whethor Tenant has any
existing defonses or offsets against the enforcement of this Lease; ti wh thcr this lease has been assigned,
modifled, supplemented or amended, and, lf'so, identifying aid desorib any such assignment, mod c tion,
supplement or a end en (iii the aaa unto cnt payable, and the date to which R ent has been paid; iv whether
Tenant knows of any d6fault or failure to p erform conditions hereunder on the part of Landlord, and if so, pecif*g
the nature thereof; v that this Lease, as it may have been modiEad, supplemented or mended, represents the entire
agreement bet Green the parties as to this leasing; vi the Term of the Lease; and (viii) such other infornnation as may
be oustomiwy or be reasonably requested by the requesting party. It is i nfended that any estoppel cerdficate of
Tenant delivered pursuant to Section 24.1 may be relied upon by Landlord and any prospective tenant, purchaser,
ground or underlying lessor or Mortgagoe or such other party.
24.2. a -.twe. to D e& er. Tenant's failure to d liiver such cst ppel certi ficates witbin such time
shall be conclusive upon Tenant that i the Lease is in full Force and effect i thout mod eatio 'n, except as may be,
represented by Land.Iord, h there are no uncured defaults in Landlord "s performance, (iii) 'euant has no existing
defenses or offsets against t of this Lease, and iv not more than one moth's bleat has been paid mi
advanc t In addition, Teromt failure to deliver suet estoppel ce rUcatc w ithin such time shall be a Default under
this Lease without benefit of dare period,
1
25 BROICEP, Tenant 'covenants, represents and w a=ts that no re ltor, broke oT agent w as invol in
the negotiations leading to the e .ecuti z of this` Lease or brou it about either directly or indirectly, except for the
broker names in the Basic Lease Inforniadon, vrhose fees of commission, if earned, shall b paid s provided n the
Basic Lease Information. Tenant agrees to rode ify, protects defend and hold Landlord harmless from and aga�t
any d all c penses or costs (including, without limitation, attorneys' fees) caused by any broker cla=iing to have
dealt with T naut.
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26. EMARD OUS SUBSTANCE S.
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26. 1. fefatxons.
26. i, 1. "'Hazardous ubs aces" shall be de wed, collectively, as oil, flammable
explosives asb a tos, radioactive matgni hatardous wast toxic or cc?ntaiinate .substances or smear materi
r Mclu ding, without huaitati any su bstances which are 6 a.rdouxs mbsi nces," h azardous rat hazardous
materi ls" oar "toxic substances" under any app cable existing Qr fut rr, environmental laws, ordinances or r
regulations, iaclud g, without limitation, Comprehefisive Environmental Response omp
amiation and Liability
A ct, as amended, 42 J.S.C. §9601, et sect., The Resource ConveTsad and 1ecovery ,t, ameded, U. C
§6901, et seq., an the ado a ca.lt1i Safety Code; a such laws, eardi.auees or .re ulatf6us *ay be" amended
from time to time. kf
26.1.2. "Hazardous Substance laim" shall mean any enforcement, cleanup r noval,
remedial or othcr go emmeutal or regulatory'action.s, agre ments or orders tituted p ursuant to any Ij azardous
ubstanc6s flaws; and any claivas made by any third puty a ami t Landlord, Tenant or'the P�oj a relating to
rage, -contribution, cost recovery compensation, loss or' 'J y r su.lftbg from the presence, >rel.6ase oar discharge o
any I-lazardous Substaaces. r
26.1.3. "Hazardous ub tan esla r shall, me n any federal, Mate or local laws,
c rdi=cf regulations or policies relatiug to the environment, 'health and safety, and Hazardous ubsta� es
(including, without limitation, tho use, handling, tra port tiort, production, disposal, discharge or storage thereo
or to iaxdust ial hygiene or the on ironmeatal conditions on, under dir about the Project, including, without Iimita6o
soil, round ater and indoor and ambient air conditions.
262. Tenant Ind enmity. Tenant shall net cause or pen it any Hazardous Substmoes to be
gonerated, brought onto, used, stored, or disposed of ir, on, under or about the l'rem.aises or the Project by Tenant or
its agents, emplo ye s, contractors,, subtenaut or invitees. If Tenant breaohcs the .o �gations stated in the preceding
sentence, or ifContamination of the Promises or Project by Hazardous Substances occurs f or which Tenant is legally
liable to Landlord for d resulting there om, or if Tenant's activities ox those of its agents, employees,
contractors, subtenauts, or mnvitee result in or cause a Hazardous Substances Clain, then Tenant shaU indemnify,
defend (with coun of approved by Iandlord protect and hold' Larndlord and the Landlord parties harmless from any
and all claims, judgments, damage penalties, fmes, costs in lud�n without limitation, attom ys' fees), 11 biEtics
r losses which wise during or after the Lease term a s a result of such contamination. This M*de�catioa of
Landlord by Tenant includes, without Ration, oasts incurred in connection with my investig4tion of site r
conditions or any cleanup, remedial, removal or xe toradon work required by any feder state or local
govefnmo ntal agency or pob'tical subdivision because of Hazardous Substances present in the soil or ground water
on or under the Premises. The, foregomg does net impose any ohiigation o n Tontaat regarding contamination that
existed prior to' omit's occupancy, except to the extent "fiat T enauf exacerbates such cont =ma4on. The
foreg0mg indemnity s alt survive tho expixation or earlier termi ation of this Lease.
27. E XTENSION TERMS x
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f 7.1. r lUght to Mend. Upon condition that i no Default is c nd nuinj under this Lease at the
time of exercise or at die commencement of the applx able extension toxana., and Tenant continues to physica
occupy the enure Premises, then Tenant shall have the xi ghrt to extend the germ for three periods of five years
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each (each, Via, `Extension Term" follow n the expiration of th Initial Term or the pixation of the Teruo as
extended by the First Extension Urn, a pplicabl'e, by wing written notice' 'Exercise Notice') to Landlord at least
six 6) months prior to the Ex piradon of the immediated rpareceding Term.
'27.2. Terms of Ext ension. F rom azkd after the commencement of the applicable Extension
{Perm, 0 of the other terms, covenants d condidon i of the Lease shall also apply, except that during the third (3rd)
Extension Term �enant shall have no fiu xights to extend the Term exce the right to negotiate possible
extension options pursuant to Section 73 below.
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X7.3. l +ego da Lions Regarding Further Extension. No later than the' e pira ou of the secon
a tension Term at the end of the fifteenth 1 year of this Lease), if so extended, Tenant and Landlord s a.I,l
open negotiations for renegotiating this Lease for up to another four additional five five year terms aver the
expiration c the third Extension Term, r ch negotiatioAs shall include the Base Rent and other specific ter
and conditions of such extensions. Should these negotiations fail to result itt an executed ameudmbnt to this Lease
or an executed +new leaso vdthin twelvo x montlis of commencm such negotiati ben Tenant shall hale tho
aright tq continue this L easo through the fmal five five year Extension Tern under the terms and conditions in
effect at that tithe. 'the intent of this S ection solely to give Tenant nnotice, for planning poses, at the end of the
fifteen l year period of the grease, if so extended, whether the Tenant has five gears r aa'0 under this
Lease or whether an amendment to the Lease �or a new lease has ten negotiated with additional ternis and
conditions for the four 4 additional Eve year terms. Nothing in this Section shall be interpreted as Landlord
currently Ming Tenant options to extend the terih of dds Leese beyond the thud P tensloa Term.
28 MISCE LLAMEOUS PROVISIONS
Construction. The parties hereto agree that bona parties cooperated is drafting this
Lease. Accordingly, any rule of law or leg decision that Would req'uji'Tp interpretation, of any ambigultres in this
;Jae against the party dra g it is not applicable and i waived. I"he provisions of this Lease, shall be interpreted
V n a re asonable manner to ,effect the intent of the parties and the pup se of this Lease. If any provisions hereof shall
b e unenforracable or ineflectiv ail' o f the other provi ions shag be a remain in full force and effect.
28.2. Authority of Tenant. Each individual executing this L easo on bebalf of Tenaut
represents and warrants that he or she has folly authority to do so and that this Lease Ands the Tonaxnt.
28 .3. Waiver. N vafvbr by Landlord of any br ach by Tenant of any ofits obliga.tlors,
agreements or covenants h reur er shall b e deemed to b e a waiver of any subsequeut hreac of the same or any
Other eo renax t, agreement dr obligation, nor shall any fo aranc by Landlord to seek a remedy f or any breach b
Tenant be deemed a waiver by Landlord of its right or reme dies with re p eot to such b reach.
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29.4. Time of Essence. Time is expressly declared to be of the, essence of Es Lease, and of
each, every and ah of the covenants and eon.dit ons h eroin contained.
28.5. Successors an AsA g ns. 'the covan.a is and conditions h erein contained shall subjecuo
coons 4 an 5 apply to and bind the heirs, successors, executors, admainis trators and assigns of all the parties
hereto.
28,6. A ttorneys 2 Fees. If either brings any action against the other, declarato or
otherwise arising out of this Lease, including any suit by Landlord for the recovery of Rent or posses of the
'remises, and whether such litigation. sounds in fort or in contract, the lasing party §baffpay the prevailing party a
roa cnabl sung, for attornmey's fees, whicli shall be deemed to h a o accrued on the commencement of such action and
shall be paid whether or not the ruction 'i's prosecuted to judgment,
28.7. Quiet E njoym nt. Except as provided heremn, an provi the'T �-=aut perforius all its
covenants, agreements and obligatimis hereund t, the Landlord covenants that the Tenant shall have the peaceful
and qu is t enjoyment of the Premix ,without +h dr uce by Landlord. F
28,8. Notice, Except a otherwise expressly provided in this ,ease, add except for any routine
bids of in Voices for B ase Rent Percentage Rent or Additional .Dent which Landlord may elect to deliver by first
class U.S. MA any bills, stateinents,.notices, requests or other communications given or regnire to be
&1v= under this Lease sball be effective only if in vmifing, sent by ceded mail (return receipt requested), reputable
overnight c or d elivered personally, i to Tenant at Tenant's address set forth in the Basic LeasaInformation,
or P to Landlord at Landlord's ad ,set forth in the Basic Lease information; or, (iii) to such other address as
either Landlord or Tenant may designate as its new address for such purpose by notice given to the other i a
accordance with the provisions of this Section 23.8 Any bill, state= t, notice, demand, request or other
co aunication shall be deemed to lave be a'i dered or given on the date the rob= receipt indicates delivery of or
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refusal of delivery -if'sent by certified mail, the day upon 'which reelpieat accepts an seas for delivery from a'
reputable ovornight carrier or on the bate a keputable ovemight carrier indicates refusal of deEve y, or upora the date
personal delivery is made, If Tenant is notified in writing of the +idontity and address of my Mortgagee or ground
or underlying lessor, Tenant shall give to such Mortgagee or ground or underlying lesson notice df any default by
Landlord under the terms of this Lease in vm by one of the methods provided in this Section 2 U.
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28.9. Agreement, This Lease, together with all Exhi bits attached hereto, cons a complete
expression of the agreement bo tween the parfes hereto, aid there are uo promises, representations, aVeqimeats,
warranties or inducements erupt such as are made herein and fully set forth.. Ue terms, covenants. or conditions
hereof may not be amended except in writing, signed by the parties hereto. The party r quesiing e ammn e'nt o
this Lease shah pay tho costs iu curred by the bther puty incluad g reasonable attomcys fees) in co= ction vsdth
1
such amendment.
28.10. `on- labfflty of City f lklals Employees and Agents. Nb elective or app ilative
board, C 0 MUG ission, inenab ar, o cox, employee or other ag bn t of the Landlord shall he personably liable to Tenant,
its successors and assigns, in the event of any default o breach by Landlord or for any ainowit which may b econa
due to Tenant, itw successors and as Signs, or fob` any obhgation o f Landl ord under this Agrq ment.
9. POTENTIAL DEVELOPMENT. Tenant acknowledges that prior to the expiration of this Lease
Landlord may desire to use 611 or a portion of the property for other public purposes, including developing the
property at or near the Project. In the event that Laa dlord engages talks with any third party for such potential
development Tenant shat cooperate With Landlord and such tl id party in connection with such t Kati
devel.opment, provided that Tenant shall have the right offi..rst offer to operate any catedug services or ba,uquet
faeilit 'p if developed on all or a porion of the Premises in connection with such potential development.. i
Tenant, iron its sole discretion:, declines the offer to operate cateri.ag 4ervices a banquet facility, or if there is no
cateri services or banquet facilities contemplated, Tw ut shah be entitled to a buyout of the Lease. ha the event
that a buy out of this L c e is requir d pursuant to this Section, the value ofsuch buy out shah be determin
pursuant to Section, 29.1 below. In the event that Ten is xight of fist offeris accepted or there is a buy out of this
Lease Tercet or Landlord slam have the fight to terminate this Lease upon prior vmittmnotice to the other party.
4
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29 0 l. within thirty, 30 days a er Temmt declines the offer to operate catering services or
banquet facility, or if th re is no catering services or banquet facil ities contemplated, Landlord skull notify Tenant in
waiting of Landlord's reas onable estimate of the fair market value for the buy o f of the Lease, including the then
current value of the roua aMM9 Teria of this ease and the then current oval a of Tenant' business at the Frandses
(the "Fair Buy O ut Value Within fifteen (15) days after receipt of such notice from Landlord, Tenant shall notify
Landlord in writing that it i) agrees with such Fair B uy Out Value, or disagrees with such Fair Buy Out Value.
Wrespon e shall constitute disa reeme4t. In the event that Tenant disagrees witl andlord's estimate of the Fair
Buy Out Value, then the pares shah meet and endeavor to agree within fifteen (1 5) days after Landlord receives
Tenant's notice described in the irn ,ed latoly preceding sentence or, in the ont no Tenant response is received
within. the required period, thirty (3 D days after Landlord delivers its wri6n notice. if the p rties'carmt agr e
upon the Fair Buhr Out Value within said Coen 15 or thirty 0 day period, ass applicable, tb.n the parties shall
submit the waiter to binding appraisal in accordance with the following procedure:
29. 1.1. Within been (15 days of the conclusion of the period during Bich the two
parties fail to agree, the parties shat. either (i jointly appoint an appraiser for t1hi purpose or H failing this joint
action, each separately designate a disinterested appraiser. Each. appraiser shall be qualified as an appraiser fimlar
with commercial property in Alameda County and businesses com to Tenant's business, an w ho would
qualify as ah expert witness over objection to give testimony addressed to the issue in a court of competent
jurisdiction. If within thirty days of e>~ the appointment, the two appraisers reach agreement on the Fair Buy
Out Valuo, that value shall be binding and con lu ly upon the partie& If the two appr6sers Claus appointed ommot
>x'oah aexent on the `our Buy Out Value witn they day after their appointment then the appraisers thus
appo�ated shall appoint a third dishatere ted appraiser having like q:uajif1cations within, five days and mi
aGeordance with the following procedure. The appraisers selected by each of the parties shall, state in writing his
deterrmivation. of the Fair Buy Out Valu' e, sii ported by the reas ous therefor with counterpart copies to each party.
The appraisers shall arrange foi a simultaneous exchange of such proposed resolutions. The role of the third
appraiser shad be to select which of the two proposed resolutions most closely a ro mi ate's his deternlinatiou of
r ;f
22
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.n.L. r —wa.. 4r r a a t t S yy 4 .t. r r 5 a 5��i L
D.29
Fair Buy Out Value. The third appraiscr shah havP no right to propose a middle ground or any modification of
either of the two proposed resolutions. Th e i oludon. he chooses as most closely approximatin s detexxumnation
shall constitute the decision of the appraisem and be final l and bind g•up n the parties. Each pazt-Y shall pay th f ees
and expenses o f the appraiser appointed by it and shall share equally the fees and expenses of 66 tad appraiser. If
the two app 'raaisers appointe the parties cannot agree. on the appointment of the third appraiser, they or either of
tbe.m shall give nod e ofsuch f ure t a.gre to the pa le and the parties fail to agree upon the aelection of such
third appxaiscr with ten i days after the appraisers appointed by the Parties give such n tioo, then either of the.
pa es, upon notice to the other party, may request such appointment by the American Ar`bittation Association r,'
nit failure, refusal o inability t act, m a apply for such appointment to the presiding ,`udge of the Superior Court
of Alameda County, CaMornia.
29 1 .2 In the event of a failure, ref'u a l or ina bility of any appraiser to act, his successor
shall be appointed by the paity who originally appointed him, but in the ease of the third appraiser, his successor
shall be a ppointed the s ame manner as pxoVided for appointzacd of the third appraiser.
29.1.3. The appraisus shall render their appraisals in writing with counterpart copies to
L andlord and Tonwt.
5
30'. LANDLORD EVENTS AT THE PRENHSES. During the Term of the Lease, Landlord may use, the
Prerrises without incr. ring a facility fee charge t shall pay Tenant food and beverage costs); provided th t
fee waiver shaU be no more than once a mouth. Landlord shad give 'Tenant at lept thirty 0 days prior notice to
reserve the requested date, and Tenant shall respond with%x five days as to whether the requested date is
available. Tenant must act reasonably when dete nnhiffi g whethear to grant or refuse Landlord's requested date.
31. NnTIGATrON OF PEDE ST� N SAFETY PROBLEM. Tenant shall Treasonably cooperate with
L andlord and Cal Trans to mitigate any pedestrian safety problems that may arse due to the location of the
r which is adjacent to Island I' rive and Doolittle Dxive. Mitigation of such problem maybuclude
installation of crosswalks on Islmd Drive and/or -Doolittle I ri o where and if appropriate.
2. RMU GRATION REFORM AND CONTROL ROL A.CT (IRCA). 'e -uant assumes any and a.h
responsibility for verifying th. e identity and employment authorization of all of its employees porforming work
hereunder, pursuaut to all applicable I CA. or other federal, or state n es and regulations, /Tenant shall iudemnify
and hold Landlord harmless from and against any loss, damage, U bility, costs or expenses arising from any t
non ompEance of this provision by Tenant.
33. 1 ACTION. Consistent with Landlord's policy that harassment and discrimination
are unacceptable empl yerlemployeo conduc Tenant agrees that 1 axa ment or discrimination directed toward ajob
applicant, a City of Alameda, employee, or a citizen by 'Tenant or an employee of Tenant on the ba-sis of race,
religious creed, color, national origmi, ancestry, handicap, disability, .marital status, pregnancy, seer, age, or sexual
onaataf�on will not be toleratcd. Tenannt agrees that any aid all vi lation.s ofthis provisionshaU co titutc a taaterial
breaoh of' this Lease.
5
5
34, F AXES, ASSESSNMNTS, LICENSES, PERAUT FE E 8 AND LU NS. T enant recognizes and
understands that this Lease tnay ore atc a pa se sory interest subject to property taxation and that Tenant may b
subject to the payment ofprcperty taxes levied on such interest.- Tenant agrees to pay taxes of any /Mund including
possessory ixxtcrest twos, that may be lawfrly assessed on the l e a s ehld interest hereby created and to par ah ether
taxes, excises, licenses, permit charges and assessments based on Tenant "s usage of the Pr that may be
unposed upon
po Tenant by law, all of which shall be paid when the same become due and payable and before
delinquency. Tenant agrees not to allow or s uffer a lien for any such taxes to be imposed upon the Promises or upon,
any equipment or propel located thereon without promptly discharging the same, provided that Tenant, if so
desiring, rhay have re onabte opporhmity to contest the validity of the same.
35, TENANT ACK' WL I G ANT. Tenant hereby aclmowledges that (ay Tenant has read this
plea e is its entirety and understands its cont ant b) T nant understands that this Lease contains provisions which
rl.'Y ,.4Y' Y. -r ..,r, Y w,: �x�, r. 4'i +`+ti ti. ii .3 ...M "ti:��� Y.,S�.w Y #v'.1 r..7�Y.� r �J, YI aF r Yi 4 !,I %k. S.!.L 0 F.t a.. -.x' a Y.,. i.L rn .4.YlY�k...'.•. +i L51}�SI.i �L
+ri t. Y.r Y F .Y A L.
P. r...Y 5 Y w r S r 6 tid+ r. rt Y, Y -r i i. Y,t .t Y.. Y5 4' 5` F.+. f..� i i t t i Y rY..� �,.F�. +++r. Y +rL«'. -h
y 5
1y�5. 5
D
1
could create habilities to Tonatt and could have log al and tax consequences to the bone t or- determent of Tenant;
and Vic} Tenant has been advised by Landlord to seek quaffed legal and tax advice regarding this transaction prior to
executing the Lease. Tenant hereby represents and wa=ts ghat ex ecufica of tLs Lease y Tenant �s' satin actory x
evidence that Tenant has secured appropriate aud.sufficient legal and tax advice regarding this transaction to the
extent Tenant, e;, Uy aware of the ,possible conse deers necessary or advisable, and Landlotd may rely
o n this representation and w r uty.
N 0 OF FELL The submission of this Lease to Tenant shaff n ot be construed as an offer, and Tenant
shah not have any .lights under this Lease •unless aid unto Landlord executes a dopy of this Leasa and delivers it to
Tenant.
i
[Tm mmAmER of mis PAGE IS TENTIO 'AYL LEFT BLAB.]
1
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D m ��1
TENANT:
IAN]LORIi.-c
'GlA2
MY OF AIANMDA,
aualonouunoqporuuou
a municipal corpoTation
8y: VIA
B
Its: 0
COUINONDE FOR APPROVAL:
Idflo
APPROVAL AS TO FORM:
City
By.. Q��4�
T itle E aid
E.1
Chuc Corica G olf Com
C ash Flow S
As of Augu 31 2009
1=Y09
r
August 2009
YTD
S ources cash
het income (loss) from golf operations
$237
$26 4,396.00
-increase) Decrease in accounts receivable
0.00
9, 860,6 3
(Increase) Decrease in prepaid item's
0.00
0.00
Increase Increasef Decrease) in lnvento y
0.00
0,00
In rease l e reasa in accounts parable
1 79,906.09
(207 ,975.39
Total sources of cash
107,994.31
66,761.24
Uses of ca sh
Net capital expenditures y
0,00
0.00
Minus: Depreciation non cash)
18
3 6,110.00
Minus: Acquisition of Capital Assets nor" cash)
0,00
0.00
Subtotal
18,055.00
36,1 1 0.00
Net cash p rovided by op erations
120
102,891.2
Minus: Payments to City of Alameda
74,764.00
149,281.00
Pius: Deferred Rev
0.001
0.00
Plus; Principal on capital debts
0,00
0.00
Net increase(decrease) in cal
51,265.31
(46,369.76)
Beginning cosh balance as of July 1, 2009
1
E n d ing cash ba as of July 31 x 00
1, 163,666, 71
Prepared bar: Sophe Young -Finance Department
R eviewed by: 6[6
Interim"' Sups icing Acccun ant
E.2
Ch uck Corica Golf Complex
Income Statement
Fain Da
Rail Guys
0
0
Founds
Round
August 2009
Cam
YTD
Cam
R evenues
G olf er tion
r *y
372 90
Par 3 golf fes
$14,399
2,369
$28,548
4,741
37301
ular olf fee Ff
139,183
6,652
286,465
13,450
37302
Ragufar golf fee Cla rk
11 0,478
4,974
215,531
1 0,056
37310
Drivin2 ran a fees
40,199
78,950
37311
Mont l asses
28,225
54,620
37410
Concessions restaurant
9,861
81871
37411
Golfer meal pa
37420
Golf shop sales
32,043
85,416
37421
Golf shop sales nontaxable
37530
Golf lessons
11 ,820
27,475
37540
Golf carts rental
62,727
5,302
123,255
19,692
Other
7,535
1,089
Subtotal
441,095
890,167
t h
35101
Interest allocation
546)
4
35300
Rental income
3,949
6p687
36990
Offier contrib /donation
Transfer from other funds
Subtotal
3,404
6,042
Total
444,499
896,209
gxggndifyre
Golf Overation
Wages benefits
122,105
284,524
Supplies
231
281
Services
10,144
390,448
Interest expense
0
0
Fined asset depreciation
18,055
38,110
Subtotal
1 56,588
6$1,313
Net incomG loss
after ex eases of golf operations:
287,961
264,896
C ap[ al ex enditures
a i f outlay capital improvement
0
0
Subtotal
0
0
Net income (loss)_
after operations cap italc oases;
287,961
264,896
Payments o F of Afmeda
Fixed charges
34,663
69,326
Transfers to other funds
1
2,186
Payment in lieu of taxes
16,523
33,046
Return on Investment
8,263
16,506
Payrpentfor surcharge collect
14,252
28,217
Subtotal
74,784
149,281
Not income toss
after expenses payment to City:
$213,177
$115,615
Principle repayment on Equipment Leases:
0
0
Prepared bar: Sophie `young Finance Department
Reviewed b
lnteri Su"p e N n Acccunta rh
E.3
Chuck ry a Golf Complex
Comparison of Actual Results uIt to Budget
FYO�
FY 9 -10 2112 Elapsed
Budget Budget
FY09 -10
Actual YTD
Prior year
Budget
Prior Year
Actual YTO
"Unaudited"
Revenues
Go lf Brat! _ns
37290 Par 8 golf fees
$55,000 $9,167
$26 ,545
$125,394
$27,170
37301
Reg golf fee F
1,313 2 16,833
2 66,465
1
303,505
37302
Reg ular g olf fee Clary'
918,000 1 58,000
215,531
924,442
21 2,658
37310
Driving range fees
350,000 58 ,333
76,950
403,960
71,823
37311
Monthly p asses
300 50,000
54,620
300,000
50,295
374
Concessions restaurant
100 16,667
8,871
82
9
37411
Golfer meal acage
0 0
0
p
16
37420
Golf shop sales
352,800 58,800
65,416
382,500
106, 926
37421
Golf shop sales nontaxable
0. 0
0
0
37580
Golf lessons
114,000 19,000
27 ,475
133,136
29,125
37540
Golf carts rental
476,000 79
1
531,009
122,323
Other
26,950 4 492
1,039
30,500
9,474
Subtotal
4,00 5,75C _667,625
890
4
9
Other
35101
Interest al location
11,400 1, 900
5 5
65,090
0
35300
Rental income
40,000 6,667
6,567
43,00
6
36990
ether contdbldonatlon
0 0
0
0
125
Transfer from other funds
0 0
49,261
0
Subtotal
51,400 8
6,042
167,261
6,771
Total
4 676,192
896,209
4,382
949,947
Ex g enditure s
Golf Onerations
Waqes benefits
517,500 86,250
204,524
2 254 3 86
443,333
Sup plies
304,100 50,683
2
611,046
72,187
Services
2 434,050
390,448
944,351
140,011
Interest exp ense
20 3
0
27,840
5,154
Fixed asset depreciation
434 1 72
86, 110
218,1
36,350
Subtotal
x,830,830 646
631,313
4,055,722
702,085
Not Income (toss)
after expe rMs of golf operations.
176,320 29,387
264,896
327,057
247,852
C apital ex enalikure
C a ital outlay ca ital improvement
0 1 0
0
0
0
Subtotal
0 0
0
0
0
Net income (loss)
after operations capital expenses:
176,320 14,693
264,896
327,057
247,862
N ents EM: to C IN off'Alameda
Fixed charges
415,950 69,325
69,326
0
4
Transfers to other funds
66,730 11,122
2,186
392,422
60,904
Payrrent in of takes
W 198,270 33,045
99,040 1 16,507
33
1 6,506
237,302
0
49,550
0
_lieu
Return on Investrnent
Pa �entf orsurchar ecolleot
171,960 1 28,660
28,217
171,960
33,209
Subtotal
951,9 168
149
861,684
14303
Net Income (I ss
after expenses payment to City:
$775,630 $129,272
$115,615 1
$534,627
$104,199
Principle repa ment on Equipment Leases:
$131,980 $21,997
0
$0
0
Prepared b: oph' Young Finance Department
0
Reviewed bar: r_e_4 1( 0 1
interi upervl ing A cccuntint
F.1
Program Description The Chuck C orica Golf Complex Operations and Maintenance program provides for
the overall administrative function at the Chuck Cori ca Golf Complex operation, including monitoring of the
management and food and beverage contracts, budget control and monitoring, supervision of Clt
maintenance 'staff, prog evaluation and developmen of long -term operating a�reernent.
ERNZECRAPCEW" 1y IYIy M
Tta l
'Includes funding for ten Golf Maintenance Wo'rkefs Workers through December 31, 2009.
$4,838,030 $3
FY -08 FY 0 -09 ry 0 FY 1
Position Actual Projected _dt Forecast
Recreation and Paris Director 3.33 0.20
Total 0.30 0.20
Provide the opportunity for c ustome rs to ex perle nce a quality golf experience at reasonable rates.
Maintain the physical assets of the facility In order to 'protect preserve, and enhance the Complex b
providing dally maintenance of greens, fair rays, and tee areas.
Provide customers the opportunity to be introduced to the golf experience through classes, clinics
a nd special events.
FY 07-08 FY 08-09 FY 09-10 FY 10-11
v Rounds pla yed 118,000 120,003
Program revenue ag percent of budget 80 90
Holes maintained
45 45
177
FY 07-08 FY 08-09 FY 0
FY 1
Actual Pr in te B um
Fore a#
f�.
E x /1y'f/ /J1 t F+ /-+y!
�4 Y F 5..i C tk/ L+
Personnel Services*
$517,500
$46 5 630
Cont ractual Services
2
2
Mat Supplies
Y,1
C apital Outlay
K
Fined Ch
1 0 319 0 390
1102,450
Debt Service
152
152,140
Tta l
'Includes funding for ten Golf Maintenance Wo'rkefs Workers through December 31, 2009.
$4,838,030 $3
FY -08 FY 0 -09 ry 0 FY 1
Position Actual Projected _dt Forecast
Recreation and Paris Director 3.33 0.20
Total 0.30 0.20
Provide the opportunity for c ustome rs to ex perle nce a quality golf experience at reasonable rates.
Maintain the physical assets of the facility In order to 'protect preserve, and enhance the Complex b
providing dally maintenance of greens, fair rays, and tee areas.
Provide customers the opportunity to be introduced to the golf experience through classes, clinics
a nd special events.
FY 07-08 FY 08-09 FY 09-10 FY 10-11
v Rounds pla yed 118,000 120,003
Program revenue ag percent of budget 80 90
Holes maintained
45 45
177