LEASE AMENDMENT NO. 1
PREMISES 1680 Viking Street, Suite 102, Alameda, CA
consisting of approximately 43,355 square feet
LANDLORD: CITY OF ALAMEDA, a charter city and municipal corporation
TENANT: WILLIAMS-SONOMA INC., a Delaware
corporation acting for and on behalf of
WILLIAMS-SONOMA STORES
LEASE DATE: January ,2017 (undated) and executed on March 16,2017
This Amendment No. 1 to the Lease ("Amendment"), is dated as of J^r^i 2020 for reference purposes only, and is entered into by and between the CITY OF ALAMEDA, a charter city and municipal corporation ("Landlord"), and WILLIAMS-SONOMA, INC., a Delaware corporation acting for and on behalf of WILLIAMS-SONOMA STORES, INC., a California corporation ("Tenant").
WHEREAS, due to the effects of and issues related to the pandemic known as the "coronavirus" or "COVID-19" and the resulting governmental orders which have prohibited Tenant's operation of its business at the Premises, Tenant has requested that Landlord agree to abate and forgive Tenant's obligations for monthly Base Rent for the month of May, 2020.
NOW, THEREFORE, in consideration of the foregoing, which are incorporated herein by reference, and of their mutual covenants contained herein, the parties hereby agree asfollows:
1. Background.
A. Landlord and Tenant entered into that certain Lease Agreement dated January ,2017 (undated) and executed on March 16, 2017 (the "Lease"), for certain premises described therein and referred to as 1680 Viking Street, Suite 102, Alameda, CA, consisting of approximately 43,355 square feet (the "Premises").
B. The Expiration Date of the Lease was April 30, 2020. Landlord and Tenant have agreed to extend the Lease Term for a period of twelve (12) months on the same terms and conditions as set forth in the Lease, except as otherwise set forth herein.
C. Capitalized terms used in this Amendment without definition shall have the same meaning given to such terms in the Lease. This Amendment shall be effective upon the last date set forth below the parties' signatures.
2. Term. The term of theLease is herebyextendedfor anadditionaltwelve(12) months("ExtensionTerm")commencingretroactivelyon May1,2020 ("Extension CommencementDate") and terminatingon April 30, 2021.
3. Option to Extend. Subject to approval by, and at the sole and absolute discretion of, the CityManagerfor the CityofAlameda,Tenantshall have the optionto extendthe term of this Lease for one (1)additionaltwelve(12)monthperiod. TenantshallprovideLandlordwith a notice of exercise of option no later than sixty (60) days prior to theexpirationof the Extension Term.
4. Base Rent/Abatement. Effective as of the Extension Commencement Date, the monthly installment of Base Rent for the Premises through the end of the Extension Term shall be $21,677.50 per month; provided that Base Rent for the month of May, 2020 shall be fully abated and forgiven such that no Base Rent is due for May, 2020.
5. Security Deposit. Landlord and Tenant acknowledge an existing Security Deposit of $21,677.50 is currently being held by Landlord pursuant to the Lease.
6. Tenant's Notice Address. Tenant's Notice Address shall be updated to add the following address for notice copies:
Newmark Knight Frank
c/o Williams-Sonoma Stores, Inc.
5201 Tennyson Parkway, Suite 200
Piano, TX 75024
7. Signage. Tenantshallbe permittedto maintainits existingidentifysignageon the exterior of the Premises in accordance with the terms of the Lease.
8. Parking. Theoriginaltermsof theLease at Section2.2 designatesoverflow parkingas shownon ExhibitsA-2 and A-3 ofthe Lease. This Amendmentshalleliminatethe overflowparkingarea. Parkingremainswithinthe PrimaryParkingArea asdepictedonExhibit A-l of the Lease.
9. Delivery of Possession. Tenant hereby agrees that the Premises shall continue to be leased in its "AS-IS" condition, and Landlord shall have no obligation to make any repairs or modificationsto the Premises. Tenant acknowledgesand agreesthat Landlordhas made no representationsorwarrantiesregardingthe Premises,including,withoutlimitation,its suitability for Tenant's proposed use.
10. City's Authority. Tenant further acknowledges Landlord is entering into this Lease in itsproprietarycapacityand not in its regulatoryor governmentalcapacity. Nothingin this Lease shall be construedas restraining,impairingor restrictingthe City of Alameda in its regulatorycapacity,or grantingany rights upon the Tenantwithrespectto theuse, occupancyor operationof thePremisesina mannerinconsistentwith anyLaws or applicablerequirements.
11. Brokers. Landlord is represented by Cushman and Wakefield (Theodore J.
Anderson) ("Landlord's Broker"), in connection with the transactions contemplated in this Amendment. Landlordand Tenant hereby acknowledgethat leasingcommissionsshall be paid per separateagreementswith Landlord'sBrokerand Tenant'sBroker. Tenantand Landlordeach representand warrant to each other that no other broker has representedeither of them or is otherwise entitled to a commission or fee in connection with the transactions contemplated in this Amendment. Each party hereby indemnifies, defends and holds the other party harmless from all loss, cost and expense (including reasonable attorneys' fees) arising out of a breach of its representation set forth in this Section 9. The provisions of this Section 9 shall survive the termination of the Lease.
12. Ratification; Miscellaneous. Except as modified by this Amendment, in all other respects the Lease is hereby ratified and affirmed and remains in full force and effect. This Amendment may be executed in one or more counterparts.
13. This Amendment may be signed by electronic signature and any such electronic signature shall have the same force and effect as an original signature. Without limitation, "electronic signature" shall include faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year last set forth below.
LANDLORD:
CITY OF ALAMEDA*
achartercity aiymmftici/alcocporation
TENANT:
WILLIAMS-SONOMA, INC.,
a Delaware corporation, acting for and on
behalf of WILLIAMS-SONOMA STORES,
INC., a California corporation
By:
Name: Marc
/Ji//) Title: SeniorVice President,Real Estate
Approved as tp^orm
By:
A'ssistant
Recommended for Approval
By: Debbie ?otter
Debbie Potter
Community Development Director
Date:
y\CORD CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
06/01/2020
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELYOR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONALINSURED, the policy(ies) must have ADDITIONALINSURED provisions or be endorsed.
If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
CONTACT
NAME:PRODUCER
MARSH RISK & INSURANCE SERVICES
FOUR EMBARCADEROCENTER,SUITE 1100
CALIFORNIA LICENSE NO. 0437153
SAN FRANCISCO, CA 94111
CN102292097-STND-GAWU-20-21
INSURED
Williams-Sonoma, Inc., et. al.
3250 Van Ness Ave.
San Francisco, CA 94109
6218
PHONE
IA/C. No. Ext):
E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE
Safety NationalCasualty Corp.
XL Insurance America, Inc.
FAX
(A/C No):
15105
24554
COVERAGES CERTIFICATE NUMBER: SEA-003517735-20 REVISION NUMBER: 39
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE
ADDL
INSD
SUBR
WVD POLICY NUMBER
POLICY EFF
(MM/DD/YYYY)
POLICY EXP
[MM/DD/YYYY) LIMITS
A X COMK ERCIAL GENERAL LIABILITY
LAIMS-MADE | X | OCCUR
50,000
X GL4044133 06/01/2020 07/01/2021 EACH OCCURRENCE $ 2,000,000 J C
DAMAGE TO RENTED
PREMISES (Ea occurrence) S 2,000,000
X SIR: $C MED EXP (Any one person) $ N/A
PERSONAL & ADV INJURY $ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY | |5$ | ]lOC
OTHER:
PRODUCTS - COMP/OP AGG S 4,000,000
s
A AUTOMOBILE LIABILITY CA6675637 06/01/2020 07/01/2021 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000
X
X
ANY AUTO BODILY INJURY (Per person) $
OWNED
AUTOS ONLY
HIRED
AUTOS ONLY X
SCHEDULED
AUTOS
NON-OWNED
AUTOS ONLY
BODILY INJURY (Per accident) s
PROPERTY DAMAGE
(Per accident) $
s
B X UMBRELLA LIAB
EXCESS LIAB
X OCCUR
CLAIMS-MADE
US00091531LI20A 06/01/2020 07/01/2021 EACH OCCURRENCE $ 10,000,000 AGGREGATE s 10,000,000
DED X RETENTIONS 10,000 s
A
A
WORKERS COMPENSATION
AND EMPLOYERS'LIABILITY y.; N
ANYPROPRIETOR/PARTNER/EXECUTIVE rr—\
OFFICER/MEMBER EXCLUDED? N
(Mandatoryin NH) ' '
If yes, describe under
DESCRIPTION OF OPERATIONS below
N/A
LDS4044134(AOS)
PS4044135
06761/2020"
06/01/2020
06/01/2021
06/01/2021
X PER
STATUTE
OTH
ER
E.L. EACH ACCIDENT $ 1,000,000
E.L. DISEASE - EA EMPLOYEE $ 1,000,000
E.L. DISEASE - POLICY LIMIT $ 1,000,000
DESCRIPTIONOF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: PotteryBarn Outletstore#6218,AlamedaPointe, 1680Viking Street, Unit Bof Building 169, Alameda, CA.
City ofAlameda,AlamedaMunicipal Power, City ofAlamedaHousingAuthority,CommunityImprovementCommission,the City Council,theAlameda Reuse and RedevelopmentAuthority,its Boards, Commissions,Officers,Employees,Agents and Volunteers,RiverRockReal EstateGroup, The United States Departmentofthe Navy and any other party designatedby City ofAlamedaarenamed asAdditional Insureds(exceptfor workers'compensation)butonly ifandto theextentspecificallyrequiredunderwrittencontractwith Williams-Sonoma,Inc. and itsentities.
CERTIFICATE HOLDER CANCELLATION
City ofAlameda
c/o RiverRockReal Estate Group
950 West Mall Square, Room 239
Alameda, CA 94501
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
of Marsh Risk & Insurance Services
Amy G.Walters ii2^^^-^-- it-A&^rs
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
AGENCY CUSTOMER ID: CN102292097
LOC #: San Francisco
ACORD ADDITIONAL REMARKS SCHEDULE Page 2 of 2
AGENCY
MARSH RISK & INSURANCE SERVICES
NAMED INSURED
Williams-Sonoma,Inc., et al.
3250 Van Ness Ave.
San Francisco,CA 94109POUCY NUMBER
CARRIER NAIC CODE
EFFECTIVE DATE:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Itis understoodandagreedthatthecompanywaivesitsrightof subrogationwhich mayariseby reasonof apaymentof claim under theGeneralLiabilitypolicywhenrequiredby written contract
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: GL 4044133 COMMERCIAL GENERAL LIABILITY
CG 20 11 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - MANAGERS OR
LESSORS OF PREMISES
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
Designation Of Premises (Part Leased To You):
All locations owned by, leased to or occupied by the insured.
Name Of Person(s)Or Organization(s)(AdditionalInsured):
As required by written contract or agreement when such written contract or agreement is executed prior to an occurrence, offense or loss to which this endorsement applies, but only for the limits agreed to in such contract or the Limits of Liability provided by this policy, whichever is less. Any individually scheduled additional insureds shall not be construed to override nor negate this blanket additional insured.
Additional Premium: $ Included
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
Section II - Who Is An Insured is amended to
include as an additional insured the person(s)
or organization(s) shown in the Schedule, but
only with respect to liability arising out of the
ownership, maintenance or use of that part of
the premises leased to you and shown in the
Schedule and subject to the following additional
exclusions:
This insurance does not apply to:
1. Any "occurrence" which takes place after
you cease to be a tenant in that premises.
2. Structural alterations, new construction or
demolition operations performed by or on
behalf of the person(s) or organization(s)
shown in the Schedule.
However:
1. The insurance afforded to such additional
insured only applies to the extent permitted
by law; and
2. If coverage provided to the additional
insured is required by a contract or
agreement, the insurance afforded to such
additional insured will not be broader than
that which you are required by the contract
or agreement to provide for such additional
insured.
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III - Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most
we will pay on behalf of the additional insured is
the amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations.
CG 20 11 04 13 1Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: gl 4044133 COMMERCIAL GENERAL LIABILITY
CG 24 04 05 09
WAIVER OF TRANSFER OF RIGHTS OF RECOVERY
AGAINST OTHERS TO US
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART
SCHEDULE
Name Of Person OrOrganization:
Person(s) or Organization(s) as required by written contract when such written contract is executed prior to an occurrence, offense or loss to which this endorsement applies.
Any individually scheduled Waivers shall not be construed to override nor negate this blanket Waiver.
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.
The following is added to Paragraph 8. Transfer Of
Rights Of Recovery Against Others To Us of
Section IV - Conditions:
We waive any right of recovery we may have against
the person or organization shown in the Schedule
above because of payments we make for injury or
damage arising out of your ongoing operations or
"your work" done under a contract with that person or
organization and included in the "products-completed
operations hazard". This waiver applies only to the
person or organization shown in the Schedule above.
CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 ^_ Factor)'Mutual InsuranceCompany
w^-m m«*-f^/i 1333 N- CaliforniaBlvdFl/pblOyal Suite 200 1 Ifl/ WalnutCreek,California
/ ^/ 94596
[^^^ UnitedStatesofAmerica
Tel: (1)925 934-2200
Fax: (1)925 934-0789
CERTIFICATE OF INSURANCE
This documentis issuedas a matterof informationonly and confersno rightsupon thedocumentholder. This certificatedoes notamend, exlend, or alterthe coverage,terms, exclusions,conditions,or otherprovisionsaffordedby thepolicy. Wehereby certifythat insurancecoverageis now in force with our Company as outlined below.
Policy No.: 1065415 Policy Term
Account No.: 1-52452 Effective Date: 15 May 2020
Expiration Date: 15 May 2021
NAMED INSURED:
Williams-Sonoma, Inc.
DESCRIPTION AND LOCATION OF PROPERTY COVERED:
Real and Personal Property Location No.: INDEX No.:
359
Alameda Pointe Outlet - PBOT 6218
1680 Viking Street Unit B Bldg 169
Alameda, California 94501-7578, USA
COVERAGE IN FORCE: (subject to limits of liability, deductibles and conditions in the Policy) Insurance Provided: Peril: Limit Of Liability:
Property Damage All Risk USD 888,262
ADDITIONAL INTERESTS:
Additional interests as detailed below are covered in accordance with Certificates of Insurance issued to such interests and on file with this Company. Loss, if any, shall be payable to such additional interests, as their interests may appear, and in accordance with loss payment provisions of the Policy.
CERTIFICATE TERM: Effective: 15 May 2020
Expires: 15 May 2021
INTEREST TYPE:
Loss Payee in accordance with the Additional Interest clause stated above.
The City of Alameda and RiverRock Real Estate Group
950 W. Mall Square, Suite 239
Alameda, California 94501, USA
This interest applies to personal and real property only.
At therequestof the Insured,the Companyhas agreed that if thecoverageas describedon thisCertificateof Insuranceis cancelled,the Company will provide the following notice(s) of cancellation to the interest as specified on this Certificate of Insurance:
Cancellationby theCompany:The Companymay cancelsuchcoverageby givingwritten notice60 days prior to theeffectivedate ofcancellation.
The Companymay requirefrom theInsuredan assignmentor other transferof all rights ofrecoveryagainstany party for lossto the extentof the Company's payment.The Companywill not acquire any rights ofrecoverythat the Insured has expresslywaived prior to a loss, nor will such waiver affect the Insured's rights under this Policy.
Certificate No: 00965-001
The City of Alameda and RiverRock Real Estate Group
950 W. Mall Square, Suite 239
Alameda, California 94501, USA
Authorized Signature / Issue Date
Scott Mataya / 18 May 2020
For questions, contact: Sara Whitecotton
7420 (6/12) LDI COI 286067-1 06 12 Page 1 of 1
3wfef>