ALAMEDA COUNTY COMMUNITY DEVELOPMENT AGENCY

Transcription

1 ALAMEDA COUNTY COMMUNITY DEVELOPMENT AGENCY Chris Bazar Agency Director AGENDA ITEM NO. July 10,2012 June 26, West Winton Avenue Room 110 Hayward California phone fax wwwacgov.orglcda Honorable Board of Supervisors, acting as the Governing Board ofthe Successor Agency for the former Redevelopment Agency of the County of Alameda Administration Building Oakland, California Dear Board Members: SUBJECT: APPROVE AND ADOPT A RESOLUTION MAKING FINDINGS AND AUTHORIZE THE SUCCESSOR AGENCY FOR THE REDEVELOPMENT AGENCY OF THE COUNTY OF ALAMEDA TO ENTER INTO A TEMPORARY LEASE AGREEMENT WITH SPIRIT HALLOWEEN SUPERSTORES LLC, FOR $35,000 TO LEASE THE GROUND FLOOR OF PROPERTY LOCATED AT 3295 CASTRO VALLEY BOULEVARD, FROM AUGUST 1 - NOVEMBER 16,2012 RECOMMENDATION: That the Board adopt and approve a Resolution that makes fmdings and authorize the County of Alameda as the Successor Agency for the Redevelopment Agency of the County of Alameda (the "Agency"), to enter into a Temporary Lease Agreement (the "Lease") with Spirit Halloween Superstores, LLC, for $35,000, for the leasing of approximately 14,000 square feet of the ground floor ofproperty located at 3295 Castro Valley Boulevard, within the unincorporated Castro Valley community. DISCUSSION/SUMMARY: On April 8, 2011, the Redevelopment Agency ofthe County of Alameda acquired certain land and improvements located at 3295 Castro Valley Boulevard (the "Property"). Upon dissolution of the Redevelopment Agency on February 1, 2012, the Property transferred to the County as the Successor Agency for the Redevelopment Agency (the "Agency"). The Alameda County Board of Supervisors acts as the governing Board of the Successor Agency. For several years Spirit Halloween Superstores, LLC has leased the Property for the three months prior to Halloween. Staff has again negotiated a temporary lease (the "Lease"), this year with an increase in rent over last year from $32,000 to $35,000 over the Lease term. The proposal is to temporarily lease approximately 14,000 square feet

2 Board of Supervisors June 26, 2012 Page 2 of2 of the ground floor of the Property. This is in accordance with the County's General Plan, and the Castro Valley Central Business District Specific Plan approved by the Board of Supervisors on January 7, The Agency is currently in negotiation with a potential buyer for the Property for subsequent commercial use. The Lease will provide revenue for maintaining the Property during the Agency's holding period. The Agency has complied with the requirements of the California Environmental Quality Act ("CEQA") because the action ofentering into the Lease for the Property is exempt from CEQA review. FINANCING: The proposed lease of the vacant property will generate $5,000 upon execution of the Temporary Lease Agreement, $15,000 on or before August 1,2012, and $15,000 on or before October 1,2012, for a total of$35,000. There will be no Net County Cost as a result of this action. Very truly yours, Chris Bazar, Director Community Development Agency cc: Susan Muranishi, County Administrator Donna R. Ziegler, County Counsel Patrick O'Connell, Auditor-Controller Louie Martirez, County Administrator's Office Brian Washington, Office of the County Counsel U. B. Singh, CDA Eileen Dalton, CDA

3 RESOLUTION NO. _ RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF ALAMEDA, ACTING AS THE GOVERNING BOARD OF THE SUCCESSOR AGENCY FOR "rhe REDEVELOPMENT AGENCY OF THE COUNTY OF ALAMEDA, AUTHORIZING EXECUTION OF A TEMPORARY LEASE AGREEMENT FOR PROPERTY LOCATED AT 3295 CASTRO VALLEY BOULEVARD IN UNINCORPORATED CASTRO VALLEY, AND MAKING STATUTORY FINDINGS IN CONNECTION THEREWITH WHEREAS, on April 8, 2011, the Redevelopment Agency of the County of Alameda acquired certain land and improvements in the Project Area located at 3295 Castro Valley Blvd. in Castro Valley, and consisting specifically of Assessor's Parcel Number 084A (the "Parcel"); and WHEREAS, upon dissolution of the Redevelopment Agency, the Parcel transferred to the County as the Successor Agency for the Redevelopment Agency of the County of Alameda; and WHEREAS, the Alameda County Board of Supervisors acts as the governing Board of the Successor Agency for the Redevelopment Agency of the County of Alameda; and WHEREAS, for reasons set forth in the Board Letter accompanying this Resolution, temporarily leasing a portion of the Parcel will serve the goals and objectives for redevelopment and is consistent with the County's General Plan, and the Castro Valley Central Business District Specific Plan approved by the Board of Supervisors on January 7, 1993; and WHEREAS, County staff has negotiated a temporary lease agreement (the "Temporary Lease Agreement") for a portion of the Parcel from August 1, 2012 through November 16, 2012, to Spirit Halloween Superstores LLC, for the amount of Thirty-Five Thousand Dollars ($35,000) to be paid in three installments: $5,000 upon execution of the Agreement, $15,000 on or before August 1, 2012, and $15,000 on or before October 1, 2012 pursuant to the terms of the Temporary Lease Agreement, a copy of which is attached hereto; and WHEREAS, in considering approval of this Resolution and the Temporary Lease Agreement, the County has complied with and will comply with the requirements of the California Environmental Quality Act and the accompanying state and local guidelines (collectively "CEQA") in the manner set forth below; and WHEREAS, the County has determined that the leasing of a portion of the Parcel as contemplated in this Resolution and entering into the Temporary Lease Agreement is exempt from CEQA review pursuant to Section of 14 Calitornia Code of Regulations because it merely maintains an ongoing use of an existing facility; and WHEREAS, the leasing of a portion of the Parcel in accordance with the Plans will not entail any relocation from the Parcel; and WHEREAS, the Board Letter and the Temporary Lease Agreement (collectively, the "Supporting Documents") have been presented to and considered by the Board of Supervisors in support of the findings and approvals set forth in this Resolution; are hereby incorporated by reference in this Resolution; and, together with the above recitals (the "Recitals"), form the 1

4 evidentiary basis and establish the analytical route for reaching the ultimate findings and conclusions contained in this Resolution. NOW, THEREFORE, BE IT RESOLVED, by the Board of Supervisors of the County of Alameda, acting as the governing board of the Successor Agency for the Redevelopment Agency of the County of Alameda, as follows: Section 1. Recitals Correct. The Board of Supervisors finds that the above Recitals are true and correct and have served, together with the Supporting Documents, as the basis for the findings and approvals set forth below. Section 2. CEQA Actions. For the reasons set forth above in the Recitals, the Board of Supervisors finds and determines that the leasing of a portion of the Parcel as contemplated in this Resolution and the Temporary Lease Agreement is exempt from CEQA review. Section 3. Additional Findings. Based on the information and analysis contained in the Recitals and the Supporting Documents, the Board of Supervisors hereby finds that leasing of a portion of the Parcel pursuant to the Temporary Lease Agreement will serve the goals and objectives for redevelopment set forth in the County's General Plan, and the Castro Valley Central Business District Specific Plan approved by the Board of Supervisors on January 7, 1993; Section 4. Approval of Agreement; Execution of Documents. The Board of Supervisors hereby approves the Temporary Lease Agreement, and the obligations of the County under the Temporary Lease Agreement, and authorizes the Community Development Agency Director to execute the Temporary Lease Agreement on behalf of the Agency, substantially in the form on file with the County Clerk. Section 5. Further Actions and Documents. The Community Development Agency Director or the Director's designee is authorized to take all actions and execute all documents on behalf of the County necessary to effectuate the purpose of this Resolution and the Temporary Lease Agreement, subject to approval of any agreements by the Office of the County Counsel. Section 6. Effective Date. This Resolution shall become effective immediately upon its passage and adoption. 2

5 PASSED AND ADOPTED by the Board of Supervisors of the County of Alameda, acting as the governing Board of the Successor Agency for the Repevelopment Agency of the County of Alameda, at a regular meeting of said Board on the 10th day of July 2012, by the following vote of said Board: AYES: NOES: EXCUSED: Nate Miley President, Board of Supervisors ArrEST: Crystal K. Hishida, Clerk Board of Supervisors By: Deputy _ Approved as to Form: Donna R. Ziegler, County Counsel By: A~...:...-U---=-~--=:...- _ Brian Washington Date: _ 3

6 .' TEMPORARY LEASE AGREEMENT This Lease (the "Lease") is made and entered into this day of, 2012 (the "Effective Date"), by and between THE COUNTY OF ALANIEDA AS THE SUCCESSOR AGENCY FOR THE REDEVELOMENT AGENCY OF THE COUNTY OF ALAMEDA, a public body corporate and politic ("Landlord"), and SPIRIT HALLOWEEN SUPERSTORES, LLC, a Delaware limited liability company ("Tenant"). 1. Premises. In consideration of the mutual covenants, conditions and agreements in this Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the following described premises ("Premises"): The First Floor, excluding the approximately 900 square foot water treatment room (the "Water Treatment Room"), of the structure located at 3295 Castro Valley Boulevard, Castro Valley, CA 94546, consisting of approximately 14,000 square feet. The Premises, along with the remaining portions of the structure(s) located at 3295 Castro Valley Boulevard, Castro Valley, CA 94546, along with the legal parcel upon which all are located, shall collectively be referred to as the "Property." 2. Term. The term of this Lease ("Term") shall begin on August 1, 2012 ("Commencement Date") and end November 16, 2012 ("Expiration Date"). Landlord shall deliver possession of the Premises to Tenant for preparation, cleaning, and general setup on or before August 1, Tenant shall open and conduct its business at the Premises from approximately September 1, 2012 through November 1,2012. Upon the expiration or earlier termination of this Lease, Tenant shall quit and surrender to Landlord the Premises in the same condition as delivered to Tenant on the Commencement Date, ordinary wear and tear excepted. In the event Landlord enters into a permanent lease for the Premises (permanent lease being defined as having a lease term of at least 12 consecutive months) and such permanent tenant requires possession of the Premises prior to the Expiration Date, then Landlord shall have the right to terminate this Lease by giving written notice to Tenant not later than July 1,2012. In the event Landlord fails to so notify Tenant of its election to terminate this Lease, L;mdlord shall be deemed to have waived such right of termination. In the event Landlord conveys the Premises to a third party ("New Owner") prior to the Expiration Date, Landlord covenants that the New Owner will honor this Lease. 3. Rent. Total rent ("Rent") for the Term is $35, (Thirty-Five Thousand Dollars) payable to Landlord as follows: (i) $5, (Five Thousand Dollars) due upon mutual execution of this Lease; (ii) $15, (Fifteen Thousand Dollars) due on or before August 1, 2012 and (ii) $15, (Fifteen Thousand Dollars) due on or before October 1,2012. All Rent provided for in this Lease shall be paid to Landlord by company check at the following address: 224 W. Winton Ave., Room 110, Hayward, CA \28\ REB(agspi403 Final)jl

7 4. Personal Property. Tenant shall furnish at its own expense all personal property to be used by Tenant on the Premises. 5. Permitted Use and Reserved Rights. Tenant shall use the Premises only for the retail sale of Halloween related merchandise, including but not limited to, costumes, masks, wigs, makeup, accessories, decorations, party goods, home decorations, and any other item then being sold in a majority of Tenant's other stores operated under the same trade name as the Premises (the "Permitted Use"). Tenant shall carry on no other business on said Premises without the prior written consent of Landlord. Tenant's business in the Premises shall be conducted under the trade name "Spirit Halloween Superstores" or "Spirit Halloween" or such other trade name used by a majority of Tenant's similar retail stores. Except for the Premises, from and after the Effective Date, Landlord shall not lease or license space in the shopping center to any tenant or other occupant whose plincipal operation is that of a seasonal retail store selling primarily Halloween merchandise. At all times during the Term Tenant shall: (i) not restrict the general public from using the parking lot located on the Property for use as public parking and (ii) upon not less than twenty-four (24) hours prior verbal notice to Tenant's store manager, allow the Landlord to use the Second Floor of the structure located on the Property for meetings, provided such meetings are held at times mutually agreed upon by Landlord and Tenant, but preferably during Tenant's anticipated business hours (the "Anticipated Business Hours"). During September 2012 the Anticipated Business Hours will be 11 :00 AM. to 8:00 P.M. Monday through Saturday and 12:00 P.M. to 6:00 P.M. Sundays. During October 2012 the Anticipated Business Hours will be 10:00 AM. to 9:00 P.M. Monday through Saturday and 11 :00 AM. to 7:00 P.M. Sundays. 6. Utilities. Tenant agrees to pay for all electric, power, gas, telephone, fire alarm monitoring fees, garbage or trash collection supplied to the Premises during the Term of this Lease. If any such utilities are not separately metered or assessed, then in addition to Tenant's payments of separately metered charges, Tenant shall pay to Landlord the reasonable charges for such utilities, based upon Landlord's reasonable allocation of the use thereof by Tenant. Landlord agrees to provide Tenant with a statement at the end of the Term detailing Tenant's allocation of such utilities. In the event any utility is disrupted so that Tenant cannot operate the Premises, and such disruption is caused by the acts, omissions or willful negligence of Landlord, its agents, employees or contractors, then all Rent shall abate thereafter until such utility service is restored. 7. Subletting. Tenant shall not sublet the whole or any part of the Premises without first obtaining the prior written consent of Landlord. 8. Maintenance and Repairs. Landlord represents that the electrical system, HYAC system, plumbing system, fire sprinkler and alarm systems (if required by local fire code), lighting fixtures, and physical structure of the Premises are in good working order. Landlord shall at all times at its sole cost and expense keep and maintain the Premises in good condition, order and repair, including the parking lot, roof, foundation and structural poliions of the Premises, as well as the mechanical, electrical, HVAC and other utility systems servicing the Premises, unless such repairs are necessitated by any negligent or willful act or omission of Tenant. During the 819\28\

8 Term, Tenant agrees to keep and maintain the interior of the Premises in a clean and orderly condition. Landlord acknowledges that a water treatment system ("Treatment System") is located in the Water Treatment Room adjacent to the Premises. Tenant covenants to reasonably allow Landlord to access the Treatment System for water sampling and necessary maintenance ("Treatment System Activities"). Landlord covenants to reasonably conduct Treatment System Activities such that interference with the Tenant's ability to conduct the Permitted Uses on the Premises is minimized. 9. Liens. Tenant shall not permit any liens to be filed against the Premises on account of the furnishing of any labor, material or supplies, or for any other cause or reason. In the event liens are filed, then Tenant shall promptly cause the same to be released, bonded or satisfied in full within ten (10) days of the date of such filing. 10. Indemnification. Tenant shall indemnify and hold Landlord harmless from and against any and all claims, actions, damages, liability and expenses in connection with loss of life or personal injury arising from or out of Tenant's occupancy or use of the Premises or any part thereof, resulting from any negligent or willful act or omission of Tenant, its agents, contractors or employees. Notwithstanding the foregoing, Tenant shall have no obligation to indemnify or hold Landlord harmless against claims for loss of life or personal injury arising in whole or in part out of or by reason of any act, willful negligence, or fault of Landlord or of its agents, servants, or employees. Tenant acknowledges that street improvements are currently underway on Castro Valley Boulevard adjacent to the Premises and the Property and that such improvements (the "Street Improvements") will continue during the Term. Tenant hereby waives its rights to recover from and irrevocably releases Landlord, the County of Alameda, and their respective board members, employees, officers, directors, representatives, and agents (collectively, the "Released Parties") from and against any and all claims, actions, damages, liability and expenses that Tenant may have or hereafter acquire against any of the Released Parties in connection with loss or increased cost of business on the Premises arising out of the Street Improvements. 11. Tenant's Insurance. Tenant shall carry, at its own expense, (i) commercial general liability insurance in an amount of not less than $1,000,000 per occurrence, with a $2,000,000 general aggregate for bodily injury and property damage, and (ii) all risk property insurance covering Tenant's trade fixtures, inventory and other personal property for the full replacement cost thereof (collectively, the "Insurance Policies"). Landlord shall be named as an additional insured on the aforesaid liability insurance and shall be provided with evidence confirming such coverage. Copies of all Certificates of Insurance shall be provided to the Landlord prior to the Commencement Date and shall be endorsed to provide 30 days prior written notice of cancellation, reduction in coverage, intent not to renew or any material change in said policies to the address established for notices to the Landlord pursuant to this Lease. 819\28\

9 12. Landlord's Insurance. Landlord shall carry commercial property insurance, including special fonn perils endorsement, insuring the building of which the Premises is a part, in an amount not less than the full replacement cost. In addition, Landlord shall carry commercial general liability insurance for the property of which the Premises is a part, in at least the same amounts required of Tenant. 13. Hazardous Materials. Tenant agrees not to maintain, keep, store or pennit the maintenance or storage of any dangerous, flammable or hazardous material on the Premises (other than reasonable and customary amounts as pennitted under existing fire anef safety rules and regulations) and further agrees to comply with all fire and safety rules and regulations, provided such compliance does not require Tenant to install or modify any fire protection, fire detection or fue alann systems in the Premises. Any such installations or modifications shall be the sole responsibility ofthe Landlord. 14. Casualty. If all or any part of the Premises shall be damaged or destroyed by fire, earthquake or other casualty so as to render the Premises untenantable in Tenant's sole opinion, then this Lease shall tenninate, at the written option of Landlord or Tenant, from the date of such casualty, and upon such notice Tenant shall at once surrender the Premises and all interest therein to the Landlord, and shall not be liable for any further payments of Rent as of the date of such casualty. Any portion of the Rent applicable to the time period after the date of such casualty shall be refunded to Tenant. 15. Quiet Enjoyment. Landlord represents and warrants that Landlord has the right, power and lawful authority to enter into this Lease for the full Te1m hereof. Tenant, upon paying the Rent required under this Lease, shall peaceably and quietly hold and enjoy the Premises during the full Tenn hereof. 16. Signage. Beginning August 15t (or upon the mutual execution and delivery of this Lease if such date is later than August 1 5t ), Tenant shall have the right to place temporary professionally prepared banner signs containing Tenant's trade name at the front facade and sides (if applicable) of the Second Floor of the building of which the Premises is a part and on any available monument or pylon sign located on the Property. Such signage shall be similar to the signage identified in Exhibit "A" attached hereto and made a part hereor' Tenant agrees to obtain the necessary governmental pennits or approvals required for the installation of such signage. Upon the removal of the signs at the end of the Tenn, Tenant will make all necessary repairs to return the building and monuments to their original conditions prior to the installation of signs, reasonable wear and tear excepted. In addition to the above banner signs, Tenant shall have the right to place at the Premises signage stating "Halloween Store Opening Soon" (or similar language) immediately upon the mutual execution and delivery ofthis Lease but in no event prior to July 15 th. Tenant agrees to allow Landlord to display: (i) a single "For Lease" or "For Sale" or "For Leasing Info" sign, not to exceed 48" x 96" (such sign to be provided by Landlord) on the awning of the building of which the Premises is a part, (ii) up to three "Public Parking" signs, not 819\28\

10 to exceed 36" x 96" (such sign to be provided by Landlord) on the awning and 2 sides of the building of which the Premises is a part, and (iii) at least three "County Liability" signs, not to exceed IT' x 22" (such sign to be provided by Landlord) at the entrance to the Premises and in the parking lot located on the Property. Any such signs shall not unreasonably interfere with Tenant's operation or the visibility of the Premises. 17. Governmental Approvals. In the event any governmental authorities require Tenant to (i) make modifications to the Premises so that Tenant can conduct business at the Premises, or (ii) obtain licenses or permits, and the costs for such modifications or licenses and permits exceed a cumulative total of $2,000.00, then Tenant shall have the right to terminate this Lease by giving written notice to Landlord. In the event Tenant so elects to terminate this Lease, Landlord shall refund to Tenant all Rent and deposits (if any) paid to Landlord. Landlord may, however, elect to pay all costs above the amount of $2,000.00, in which event Tenant's notice of termination shall be void, provided Landlord notifies Tenant in writing of such election no later than two (2) days following Landlord's receipt of Tenant's notice of termination. 18. Zoning. Landlord represents and warrants that the Premises are zoned for retail. In the event Tenant is unable to obtain the necessary governmental approvals to operate its business at the Premises, this Lease shall be considered null and void and Landlord shall refund to Tenant all Rent and deposits (if any) paid to Landlord. 19. Access to Premises. Landlord shall have access to the Premises at all reasonable times during Tenant's normal business hours and upon not less than 24 hours prior notice (except in the event of emergency), to enable Landlord (i) to examine the same and to make such repairs, additions and alterations as Landlord may be permitted to make hereunder; and (ii) to show the Premises to prospective tenants, mortgagees and purchasers. In the event Landlord requires such access during the Term, Landlord shall notify Tenant by contacting Tenant's twenty-four hour support hotline at Default. In the event Tenant shall be in default in the payment of any installment of Rent herein reserved more than five (5) days following written notice from Landlord, or in the event Tenant shall be default in the performance of any other of the terms, covenants, conditions or provisions herein contained binding upon Tenant after Landlord has given Tenant fifteen (15) days prior written notice of such non-performance, Landlord shall have the right (in addition to all other rights and remedies provided by law) to terminate this Lease, to re-enter and take possession of the Premises, peaceably or by force, and to remove any property therein, without liability for damage to, and without obligation to store, such property. In the event Landlord shall be default in the performance of 'any of the terms, covenants, conditions or provisions herein contained binding upon Landlord after Tenant has given Landlord fifteen (15) days prior written notice of such non-performance, Tenant shall have the right (in addition to all other rights and remedies provided by law) to terminate this Lease. 21. Notices. Any notice required or permitted under this Lease shall be in writing and, except as specifically provided otherwise herein, shall be deemed to have been duly given and delivered (a) one (1) business day after the date on which the same has been delivered prepaid to a national 819\28\

11 courier service guaranteeing next day service, or (b) three (3) days after deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, in each case addressed to the party to whom such notice is given at the address set forth below: To Tenant: Spirit Halloween Superstores, LLC Attn.: Lease Administration 6826 Black Horse Pike Egg Harbor Township, NJ To Landlord: The County of Alameda 224 West Winton Avenue, Room 110 Hayward, CA Attn: Community Development Agency Director 22. Attorneys' Fees. If either Landlord or Tenant institutes any action or proceeding against the other to enforce any provision of this Lease, the non-prevailing party shall reimburse the prevailing party for all reasonable costs and expenses incurred by the prevailing party in the performance of this Lease, including court costs, expenses and reasonable attorneys' fees. 23. Brokerage Commissions. The Landlord hereto represents and warrants to the Tenant that it has not dealt with any broker or fmder in connection with this Lease. Tenant acknowledges to Landlord that it has dealt with Rene Brochier of Colliers International in connection with the Lease. Landlord and Tenant agree to indemnify and defend (with counsel reasonably acceptable to the other) the other party and to hold the other party harmless from and against any liability for claims for commissions or fees by any other broker or finder based on the acts of the indemnifying party. 24. Entire Agreement. This Lease contains the entire agreement of the parties, all prior understanding and agreements are being merged herein. There are no oral or written agreements or representations between Landlord and Tenant except as expressly set forth in this Lease. No modifications of this Lease will be binding upon Landlord or Tenant unless made in writing and signed by each party. The telids, covenants and conditions contained herein shall inure to the benefit of, and be binding upon, Landlord and Tenant, and their respective heirs, successors and assigns. 25. Severability. If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease or the application of such term or provision to persons or circumstances, other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fulle~t extent permitted by law. 26. Governing Law. This Lease shall be construed in accordance with the laws of the state in which the Premises is located. 819\28\

12 27. Force Majeure. Neither the Landlord nor the Tenant shall be liable for failure to perform any obligation under this Lease in the event it is prevented from so performing by strike, lockout, breakdown, accident, act of terrorism, order or regulation of or by any governmental authority or failure to supply or inability by the exercise of reasonable diligence to obtain supplies, parts or employees necessary to furnish such services or because of war or other emergency or for any other cause beyond its reasonable control. 28. Time of the Essence. Time is of the essence with respect to the performance of each, every, and all of the terms, conditions, promises and provisions of this Lease. 29. Nondiscrimination. In satisfaction of California Health and Safety Code Sections and 33436, the Tenant shall prohibit, during the its conduct of the Permitted Use on the Premises, all discrimination on the basis of race, color, creed, religion, sex, sexual orientation, marital status, source of income, national origin or ancestry in the hiring, firing, promoting or demoting of any person engaged in such Permitted Use, nor shall the Tenant or any person claiming under or through the Tenant establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees on the Premises. All deeds, leases or contracts made or entered into by the Tenant, its successors or assigns, as to any portion of the Premises shall contain therein the following language: In Deeds: "(1) Grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section of the Government Code, as those bases are defined in Sections 12926, , subdivision (m) and paragraph (1) of subdivision (P) of Section and Section of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property herein conveyed, nor shall the grantee or any person claiming under or through the grantee, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the property herein conveyed. The foregoing covenant shall run with the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (0), and (P) of Section of the Government Code shall apply to paragraph (1)." 819\28\

13 In Leases: "(1) Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section of the Government Code, as those bases are defmed in Sections 12926, , subdivision (m) and paragraph (1) of subdivision (P) of Section and Section of the Government Code in the leasing, subleasing, transfening, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee or any person claiming under or through the lessee, establish or pennit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defmed in Section of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (0), and (P) of Section of the Government Code shall apply to paragraph (1)." In Contracts: "(1) There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) and (d) of Section of the Government Code, as those bases are defined in Sections 12926, , subdivision (m) and paragraph (1) of subdivision (P) of Section and Section of the Government Code in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the property nor shall the transferee or any person claiming under or through the transferee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land. (2) Notwithstanding paragraph (1), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section of the Government Code. With respect to familial status, nothing in paragraph (1) shall be construed to affect Sections 51.2, 51.3, 51.4, 51.10, 51.11, and of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (0), and (P) of Section of the Government Code shall apply to paragraph (1)." ll'j WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. 819\28\

14 LANDLORD: THE COUNTY OF ALAMEDA AS THE SUCCESSOR AGENCY OF THE REDEVELOPMENET AGENCY OF THE COUNTY OF ALAMEDA By: Name: _ Approved as to Form Title: Date: DONNA R. ZIEG~E~ Co~ 90unsel By'~~~ Print Name _ Landlord's Federal Tax 10#: TENANT: SPIRIT HALLOWEEN SUPERSTORES, LLC By: Date: Tenant's Federal Tax 10#: \28\

15 Exhibit "A" - Signage Tenant's banner signage: OR Material: Back Color: Letter Color: Size: Border Color: Vinyl Sign Red Yellow & Black Varies dependent upon storefront size, and local permitting requirements None Mounting: Flush to Wall 819\28\