Exhibit 10.25
PARKING LEASE AGREEMENT
This Parking Lease Agreement (this "Lease"), is entered into as of September __,
2000, by and between INHALE 201 INDUSTRIAL ROAD L.P., a California limited
partnership (" Landlord") and INHALE THERAPEUTIC SYSTEMS INC., a Delaware
corporation ("Tenant") for the benefit of each other and the City of San Carlos,
a municipal corporation (the "City"), in reference to the following:
RECITALS
A. Landlord is the owner of fee title to that certain real property
commonly known as 201 Industrial Road, San Carlos, California, more particularly
described on the attached Exhibit A (referred to herein as "201 Industrial
Road");
B. TMT Associates, LLC, a California limited liability company ("TMT")
is the owner of fee title to that certain real property commonly known as 150
Industrial Road, San Carlos California, more particularly described on the
attached Exhibit B (referred to herein as "150 Industrial Road");
C. Tenant leases 201 Industrial Road from Landlord pursuant to a
Build-to-Suit Lease dated as of September ____, 2000 (the "Inhale 201 Lease"),
and leases 150 Industrial Road from TMT pursuant to a lease dated _______ (the
"Inhale 150 Lease").
D. In the event that Tenant elects to expand its facility at 150
Industrial Road ("Inhale's Proposed Expansion"), the City will require
additional parking of up to 190 parking spaces be provided, and pursuant to the
City's Ordinance Number 1257, adopted April 12, 1999, one way in which such
additional parking can be provided is through the leasing of the required spaces
on 201 Industrial Road for Tenant's use in connection with its use of its
facility at 150 Industrial Road;
E. Landlord and Tenant now agree as follows:
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises herein
contained and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. INHALE PARKING LEASE.
(A) PREMISES. Landlord hereby leases to Tenant one hundred and ninety
(190) parking spaces located in the area described in Exhibit C attached hereto
and made a part hereof (the "Inhale Parking Area"), for the sole purpose of
parking vehicles by employees and invitees of Tenant.
(B) TERM. The term of this Lease shall commence on the date hereof and
shall terminate on the date Tenant, or its permitted successor or assignee,
ceases to operate its business at 150 Industrial Road, San Carlos, California.
(C) RENT. Beginning on the date of this Lease, Tenant shall pay to
Landlord as rent the amount of $10.00 per year, payable on the second day of
each calendar year; provided, however, that in the event that the Inhale 201
Lease is terminated for any reason, commencing upon the first day of the first
full calendar month following the month in which such termination takes place,
and on the anniversary of such date each year during the remainder of the term
of this Lease, Tenant shall pay to Landlord an amount equal to $540 (subject to
an annual increase of two percent (2%), commencing on the first anniversary date
of this Lease and on each such anniversary during the term hereof) multiplied by
190. Additionally, in the event that the Inhale 201 lease is terminated, Tenant
shall pay, in addition to such rent, it's pro rata share of surface parking
maintenance costs at 201 Industrial Road. For purposes of this section, "pro
rata share" shall equal 27.5% [190/690], and "surface parking maintenance costs"
shall consist of the recurring expenses of maintaining surface parking at 201
Industrial Road, including costs of sweeping, patching, resealing, restriping,
lighting, landscaping and insuring the surface parking areas.
2. MAINTENANCE OF PARKING AREA. Landlord shall perform, or cause to be performed
by the tenant of 201 Industrial Road, any and all maintenance or repair work
which may be required to keep the Inhale Parking Area in good condition.
3. NO REPRESENTATIONS OR WARRANTIES. Each party disclaims the making of any
representations or warranties, express or implied, regarding the adequacy of the
Inhale Parking Area, for the purposes for which it is granted hereunder. Each
party acknowledges that it is not relying upon any statements, representations
or warranties made by the other party or anyone acting on the other party's
behalf concerning the Inhale Parking Area.
4. USE AND INDEMNIFICATION. Each party agrees to refrain from taking, or
allowing to be taken, any action in connection with the use of the Inhale
Parking Area which would impair the value, condition or use by the other party
of its property. Landlord reserves the right to control access to and activities
within the Inhale Parking Area, to the extent not inconsistent with Tenant's use
and enjoyment of the Inhale Parking Area for the purposes intended herein.
Tenant shall not do or permit to be done anything in or about the Inhale Parking
Area which would obstruct or interfere with the rights of other tenants of 201
Industrial Road or adjoining property users or knowingly permit any nuisance or
waste in, on or about the Inhale Parking Area. Landlord reserves the right to
reconfigure and/or relocate the location of the Inhale Parking Area at 201
Industrial Road, provided that Tenant shall at all times have the right to use
190 parking spaces. Tenant shall make no alterations or improvements within the
Inhale Parking Area or install any gate, gated fence, or locked or bolted
enclosure of any kind in the Inhale Parking Area, without Landlord's prior
written consent, which consent Landlord may withhold in the exercise of its
reasonable discretion. Each party shall indemnify, hold harmless, defend and
protect the other party against and from any and all loss, claim, cost,
liability, damage or expense, including, without limitation, reasonable
attorneys' fees, arising out of each party's, its agents', employees',
contractors' and invitees' activities in connection with this Lease.
5. CONSTRUCTION. The parties acknowledge that each party and its counsel have
reviewed this Lease and that the normal rule of construction to the effect that
any ambiguities are to be resolved against the drafting party shall not be
employed in the interpretation of this Lease or any amendments or exhibits
hereto. If any provision of this Lease shall be determined to be illegal or
unenforceable, such determination shall not affect any other provision of this
Lease and all such other provisions shall remain in full force and effect.
6. ENTIRE AGREEMENT; MODIFICATION; TERMINATION. This Lease constitutes the
entire agreement between the parties hereto with respect to Tenant's and its
successors and assigns right to use the Inhale Parking Area for parking in
connection with the use of 150 Industrial Road. This Lease may be amended or
terminated only by an instrument in writing executed by the parties hereto, or
their successors, and consented to in writing by the City; provided, however,
that the City's consent shall not be required in connection with the termination
of this Lease resulting from the failure of Tenant to retain any right, title or
interest in 150 Industrial Road; and provided, further that this Lease may be
terminated without Tenant's consent in the event of a default by Tenant after
applicable notice and cure periods, in accordance with Section 9 below.
7. GOVERNING LAW. This Lease shall be construed, interpreted, and applied in
accordance with, and shall be governed by, the laws applicable in the State of
California.
8. DEFAULT; REMEDIES. The occurrence of any of the following shall constitute an
event of default on the part of Tenant:
(A) NONPAYMENT. Failure to pay, when due, any amount payable to
Landlord hereunder, such failure continuing for a period of thirty (30) days
after written notice of such failure;
(B) OTHER OBLIGATIONS. Failure to perform any obligation, agreement or
covenant under this Lease other than those matters specified in subsection (a)
hereof, such failure continuing for thirty (30) days after written notice of
such failure; PROVIDED, HOWEVER, that if such failure is curable in nature but
cannot reasonably be cured within such 30-day period, then Tenant shall not be
in default if, and so long as, Tenant promptly (and in all events within such
30-day period) commences such cure and thereafter diligently pursues such cure
to completion; and PROVIDED FURTHER HOWEVER, that any such notice shall be in
lieu of, and not in addition to, any notice required under California Code of
Civil Procedure Section 1161 et seq., as amended from time to time;
(C) GENERAL ASSIGNMENT. A general assignment by Tenant for the benefit
of creditors;
(D) BANKRUPTCY. The filing of any voluntary petition in bankruptcy by
Tenant, or the filing of an involuntary petition by Tenant's creditors, which
involuntary petition remains undischarged for a period of sixty (60) days. In
the event that under applicable law the trustee in bankruptcy or Tenant has the
right to affirm this Lease and continue to perform the obligations of Tenant
hereunder, such trustee or Tenant shall, in such time period as may be permitted
by the bankruptcy court having jurisdiction, cure all defaults of Tenant
hereunder outstanding as of the
date of the affirmance of this Lease and provide to Landlord such adequate
assurances as may be necessary to ensure Landlord of the continued performance
of Tenant's obligations under this Lease;
(E) RECEIVERSHIP. The employment of a receiver appointed by court order
to take possession of substantially all of Tenant's assets, if such receivership
remains undissolved for a period of sixty (60) days;
(F) ATTACHMENT. The attachment, execution or other judicial seizure of
all or substantially all of Tenant's assets, if such attachment or other seizure
remains undismissed or undischarged for a period of sixty (60) days after the
levy thereof; or
(G) INSOLVENCY. The admission by Tenant in writing of its inability to
pay its debts as they become due, the filing by Tenant of a petition seeking any
reorganization or arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation, the filing by Tenant of an answer admitting or failing timely to
contest a material allegation of a petition filed against Tenant in any such
proceeding or, if within sixty (60) days after the commencement of any
proceeding against Tenant seeking any reorganization or arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, such proceeding shall not have
been dismissed.
9. REMEDIES UPON TENANT'S DEFAULT.
(A) RE-ENTRY; TERMINATION. Upon the occurrence of any event of default
described above, Landlord, in addition to and without prejudice to any other
rights or remedies it may have, shall have the immediate right to re-enter the
Inhale Parking Area or any part thereof and repossess the same, expelling and
removing therefrom all persons and property (which property may be stored in a
public warehouse or elsewhere at the cost and risk of and for the account of
Tenant). In addition to or in lieu of such re-entry, and without prejudice to
any other rights or remedies it may have, Landlord shall have the right either
(i) to terminate this Lease and recover from Tenant all damages incurred by
Landlord as a result of Tenant's default, as hereinafter provided, or (ii) to
continue this Lease in effect and recover rent and other charges and amounts as
they become due.
(B) CONTINUATION OF LEASE. Even if Tenant has breached this Lease and
abandoned the Inhale Parking Area, this Lease shall continue in effect for so
long as Landlord does not terminate Tenant's right to possession and Landlord
may enforce all of its rights and remedies under this Lease, including the right
to recover rent as it becomes due, and Landlord, without terminating this Lease,
may exercise all of the rights and remedies of a Landlord under California Civil
Code Section 1951.4 (Landlord may continue lease in effect after Tenant's breach
and abandonment and recover rent as it becomes due, if Tenant has right to
sublet or assign, subject only to reasonable limitations), or any successor Code
section.
(C) REMEDIES. If Landlord terminates this Lease pursuant to this
Section, Landlord shall have all of the rights and remedies of a landlord
provided by Section 1951.2 of the Civil Code of the State of California, or any
successor Code section.
(D) REMEDIES CUMULATIVE. All rights, privileges and elections or
remedies contained in this Lease are cumulative and not alternative to the
extent permitted by law and except as otherwise provided herein.
10. COMPREHENSIVE LIABILITY INSURANCE. During the Lease term, Tenant shall keep
and maintain, or cause to be kept and maintained, at Tenant's sole cost and
expense, a policy or policies of comprehensive general public liability
insurance, showing, as an additional insured, Landlord, Tenant, any management
company retained by Landlord, any ground lessor and any lender of Landlord
required to be named pursuant to its loan documents. Such policy shall insure
against any and all claims, demands or actions for injuries to persons, loss of
life and damage to property occurring upon, in or about 201 Industrial Road,
with minimum coverage in an amount not less than a Five Million Dollar
($5,000,000) combined single limit with respect to all bodily injury, death or
property damage in any one accident or occurrence. In the event of a claim,
action or demand relating to or arising out of Tenant's use of the Inhale
Parking Area, the amount of any deductible or self-insured retention and/or any
award in excess of the policy limits shall be the sole responsibility of Tenant.
The insurance shall include (i) personal injury insurance with endorsement
deleting the employee liability exclusions, and employee liability insurance and
(ii) a broad form contractual liability endorsement insuring Tenant's indemnity
obligation hereunder.
(A) ASSIGNMENT AND SUBLETTING. Except in connection with a Permitted
Transfer, Tenant shall neither voluntarily nor by operation of law assign, sell,
encumber, pledge or otherwise transfer all or any part of Tenant's leasehold
estate hereunder, or permit any other person (excepting Tenant's agents and
employees) to occupy the Inhale Parking Area or any portion thereof, without
Landlord's prior written consent, which consent shall be not be unreasonably
withheld, conditioned or delayed. Consent by Landlord to one or more assignments
of this Lease or to one or more sublettings of the Premises shall not constitute
a waiver of Landlord's right to require consent to any subsequent assignment,
subletting or other transfer. Notwithstanding the foregoing, (i) any bona fide
financing or capitalization, including a public offering of the common stock of
Tenant, shall not be deemed to be an assignment hereunder; and (ii) Tenant shall
have the right to assign this Lease or sublet its interests hereunder, or any
portion thereof, without Landlord's consent, to any Affiliate of Tenant, or to
any entity which results from a merger, reorganization or consolidation with
Tenant, or to any entity which acquires substantially all of the stock or assets
of Tenant as a going concern (hereinafter each a "PERMITTED TRANSFER"); provided
that in no event may Tenant assign or sublet except in connection with an
assignment, subletting or other transfer of its rights in 150 Industrial Road.
For purposes of the preceding sentence, an "AFFILIATE" of Tenant shall mean any
entity in which Tenant owns at least a twenty five percent (25%) equity
interest, any entity which owns at least a twenty five percent (25%) equity
interest in Tenant and/or any entity which is related to Tenant by a chain of
ownership interests involving at least twenty five percent (25%) equity interest
at each level in the chain. Landlord shall have no right to terminate this Lease
in connection with, and shall have no right to any sums or other economic
consideration resulting from, any Permitted Transfer. The transferee under such
Permitted Transfer shall be and remain subject to all of the terms and
provisions of this Lease.
11. DAMAGE AND DESTRUCTION. In the event of a partial or total destruction of
the Inhale Parking Area and the improvements at 201 Industrial Road, and
Landlord elects to repair the
improvements at 201 Industrial Road, Landlord may relocate the Inhale Parking
Area during such period of repair to another parking area located not further
than one quarter mile radius from 150 Industrial Road. Any cost associated with
obtaining such relocated parking shall be borne by Landlord. In the event of
such partial or total destruction and the Landlord does not elect to repair the
improvements at 201 Industrial Road, Landlord may, at its option, terminate this
Lease, provided that Landlord locates and provides Tenant with equivalent
alternative parking facilities reasonably acceptable to Tenant.
12. ESTOPPELS. Landlord or Tenant (the "RESPONDING PARTY") as applicable, shall
at any time and from time to time, within ten (10) days after written request by
the other party (the "REQUESTING PARTY"), execute, acknowledge and deliver to
the Requesting Party a certificate in writing stating: (i) that this Lease is
unmodified and in full force and effect, or if there have been any
modifications, that this Lease is in full force and effect as modified and
stating the date and the nature of each modification; (ii) the date to which
rental and all other sums payable hereunder have been paid; (iii) that the
Requesting Party is not in default in the performance of any of its obligations
under this Lease, that the certifying party has given no notice of default to
the Requesting Party and that no event has occurred which, but for the
expiration of the applicable time period, would constitute an event of default
hereunder, or if the responding party alleges that any such default, notice or
event has occurred, specifying the same in reasonable detail; and (iv) such
other matters as may reasonably be requested by the Requesting Party or by any
institutional lender, mortgagee, trustee, beneficiary, ground lessor,
sale/leaseback lessor or prospective purchaser of the Property, or prospective
sublessee or assignee of this Lease. Any such certificate provided under this
Section may be relied upon by any lender, mortgagee, trustee, beneficiary,
assignee or successor in interest to the Requesting Party, by any prospective
purchaser, by any purchaser on foreclosure or sale, by any grantee under a deed
in lieu of foreclosure of any mortgage or deed of trust on the Property, by any
subtenant or assignee, or by any other third party. Failure to execute and
return within the required time any estoppel certificate requested hereunder, if
such failure continues for five (5) days after a second written request by the
Requesting Party for such estoppel certificate, shall be deemed to be an
admission of the truth of the matters set forth in the form of certificate
submitted to the Responding Party for execution.
13. SUBORDINATION AND NONDISTURBANCE. This Lease, and any sublease entered into
by Tenant under the provisions of this Lease, shall be subject and subordinate
to any ground lease, mortgage, deed of trust, sale/leaseback transaction or any
other hypothecation for security now or hereafter placed upon 201 Industrial
Road or any portion thereof, and the rights of any assignee of Landlord or of
any ground lessor, mortgagee, trustee, beneficiary or leaseback lessor under any
of the foregoing, and to any and all advances made on the security thereof and
to all renewals, modifications, consolidations, replacements and extensions
thereof; provided, however, that such subordination in the case of any future
ground lease, mortgage, deed of trust, sale/leaseback transaction or any other
hypothecation for security placed upon 201 Industrial Road shall be conditioned
on Tenant's receipt from the ground lessor, mortgagee, trustee, beneficiary or
leaseback lessor of a Non-Disturbance Agreement in a form reasonably acceptable
to Tenant (i) confirming that so long as Tenant is not in material default
hereunder beyond any applicable cure period, Tenant's rights hereunder shall not
be disturbed by such person or entity and (ii) agreeing that the benefit of such
Non-Disturbance Agreement shall be transferable to any transferee under a
Permitted Transfer and to any other assignee or subtenant that is acceptable to
the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor at the
time of transfer. Landlord shall provide to Tenant within thirty (30) days after
mutual execution of this Lease, from any existing ground lessor, mortgagee,
trustee, beneficiary or leaseback lessor currently owning or holding a security
interest in the 201 Industrial Road, a Non-Disturbance Agreement in a form
reasonably acceptable to Tenant confirming (i) that so long as Tenant is not in
material default hereunder beyond any applicable cure period, Tenant's rights
hereunder shall not be disturbed by such person or entity and (ii) agreeing that
the benefit of such Non-Disturbance Agreement shall be transferable to any
transferee under a Permitted Transfer and to any other assignee or subtenant
that is acceptable to the ground lessor, mortgagee, trustee, beneficiary or
leaseback lessor at the time of transfer. If any mortgagee, trustee,
beneficiary, ground lessor, sale/leaseback lessor or assignee elects in writing
to have this Lease be an encumbrance upon 201 Industrial Road prior to the lien
of its mortgage, deed of trust, ground lease or leaseback lease or other
security arrangement and gives notice thereof to Tenant, this Lease shall be
deemed prior thereto, whether this Lease is dated prior or subsequent to the
date thereof or the date of recording thereof. Tenant, and any sublessee, shall
execute such documents as may reasonably be requested by any mortgagee, trustee,
beneficiary, ground lessor, sale/leaseback lessor or assignee to evidence the
subordination herein set forth, subject to the conditions set forth above, or to
make this Lease prior to the lien of any mortgage, deed of trust, ground lease,
leaseback lease or other security arrangement, as the case may be. Upon any
default by Landlord in the performance of its obligations under any mortgage,
deed of trust, ground lease, leaseback lease or assignment, Tenant (and any
sublessee) shall, notwithstanding any subordination hereunder, attorn to the
mortgagee, trustee, beneficiary, ground lessor, leaseback lessor or assignee
thereunder upon demand and become the tenant of the successor in interest to
Landlord, at the option of such successor in interest, and shall execute and
deliver any instrument or instruments confirming the attornment herein provided
for.
14. SIGNAGE. Any signage installed by Tenant shall be in compliance with all
applicable laws, and shall be installed and maintained, and removed at the end
of the term, at Tenant's sole cost and expense.
15. ATTORNEYS' FEES. If either party brings any suit or other proceeding with
respect to the subject matter or the enforcement of this Lease, the prevailing
party (as determined by the court, agency or other authority before which such
suit or proceeding is commenced), in addition to such other relief as may be
awarded, shall be entitled to recover all costs and expenses including, without
limitation, reasonable attorneys' and paralegals' fees and expenses, incurred by
such prevailing party. The foregoing includes, without limitation, attorneys'
fees, expenses and costs of investigation incurred in appellate proceedings,
costs incurred in collection of any award(s), judgment or other relief, costs
incurred in establishing the right to indemnification, or in any action or
participation in, or in connection with, any case or proceeding under Chapter 7,
11 or 13 of the Bankruptcy Code, 11 United States Code Section 101 et seq., or
any successor statutes.
16. TIME OF ESSENCE. Time is of the essence of every provision contained in this
Lease.
17. NOTICES. Any notice required or permitted to be given under this Lease shall
be in writing and (i) personally delivered, (ii) sent by United States mail,
registered or certified mail, postage prepaid, return receipt requested, (iii)
sent by Federal Express or other reputable
overnight courier service, or (iv) transmitted by facsimile with a hard copy
sent within one (1) business day by any of the foregoing means, and in all cases
addressed as follows:
If to Landlord: Inhale 201 Industrial Road L.P.
c/o Bernardo Property Advisors, Inc.
11440 West Bernardo Court, Suite 208
San Diego, CA 92127
Attn: Alan D. Gold
If to Tenant: Inhale Therapeutic Systems, Inc.
150 Industrial Road
San Carlos, CA 94070
Attn: Sharron Reiss-Miller
With a copy to: Inhale Therapeutic Systems, Inc.
150 Industrial Road
San Carlos, CA 94070
Attn: Robert A. Donnally, Esq.
With a copy to: Cooley Godward LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
Attn: Anna Pope, Esq.
Any such notice shall be deemed delivered as follows: (a) if personally
delivered, the date of delivery to the address of the person to receive such
notice; (b) if sent by "next business day" Federal Express or other reputable
overnight courier service, the next business day after being sent; or (c) if
sent by facsimile transmission, the date transmitted to the person to receive
such notice if sent by 5:00 p.m. Pacific Time and the next business day if sent
after 5:00 p.m. Pacific Time, provided in either case that there is evidence of
such transmission printed by the sending machine. Any notice sent by facsimile
transmission must be confirmed by personally delivering or mailing a copy of the
notice sent by facsimile transmission. Any party may change its address for
notice by written notice given to the other at least three (3) business days
before the effective date of such change in the manner provided in this Section.
18. COUNTERPARTS. This Lease may be executed in one or more counterparts and
each such counterpart shall be deemed to be an original; all counterparts so
executed shall constitute one instrument and shall be binding on all of the
parties to this Lease notwithstanding that all of the parties are not signatory
to the same counterpart. Facsimile copies of this Lease signed by the parties
shall be binding and enforceable as if the same were executed originals.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
the date first written above.
INHALE 201 INDUSTRIAL ROAD L.P., INHALE THERAPEUTIC SYSTEMS INC.
a California limited partnership a Delaware corporation
By: SciMed Prop III, a California
corporation, its General Partner
By: By:
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EXHIBIT A
Property Legal Description
All that certain real property in the State of California, County of San
Mateo, City of San Carlos more particularly described as follows:
ALL LANDS LYING WITHIN THE EXTERIOR BOUNDARIES OF THAT MAP ENTITLED
"REVERSION TO ACREAGE OF THE LANDS OF ARNDT ELECTRONICS LYING WITHIN THE
COUNTY OF SAN MATEO, BEING PARCELS 1,2,3 AND 4 AS SHOWN ON THAT CERTAIN
PARCEL MAP FILED IN VOLUME 51 OF PARCEL MAPS AT PAGE 71 RECORDS OF SAN
MATEO," FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE
OF CALIFORNIA, ON OCTOBER 6, 1986 IN VOLUME 58 OF PARCEL MAPS AT PAGE 13.
ASSESSOR'S PARCEL NOS. 046-020-370 JOINT PLAN NOS. 046-002-020-22A
046-020-380 046-002-020-22-01A
046-002-020-22-02A
046-002-020-22-03A
046-002-020-23A
046-002-020-23-01A
EXHIBIT B TO PARKING LEASE
LEGAL DESCRIPTION OF 150 INDUSTRIAL ROAD
All that certain real property in the County of San Mateo, State of California,
more particularly described as follows:
UNINCORPORATED AREA
PARCEL ONE:
PARCEL 2, AS SHOWN ON THE PARCEL MAP FILED JUNE 13, 1996 IN BOOK 69 OF PARCEL
MAPS, AT PAGES 26 AND 27, IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN
MATEO, STATE OF CALIFORNIA.
PARCEL TWO:
A NON-EXCLUSIVE EASEMENT OVER, ALONG AND ACROSS A STRIP OF LAND 60 FEET IN
WIDTH, BEING A PORTION OF THAT CERTAIN PRIVATE ROAD COMMONLY CALLED QUARRY ROAD,
FOR ROAD PURPOSES, WITH THE RIGHT TO ENTER UPON THE SAME AT ANY AND ALL TIMES,
AND TO CONSTRUCT, OPERATE AND MAINTAIN THEREON, SEWERS AND DRAINS, GAS AND WATER
MAINS AND ELECTRIC LIGHT CONDUITS, AND TO ERECT AND MAINTAIN THEREON POLES FOR
THE TRANSMISSION OF ELECTRIC POWER AND FOR THE SUPPORT OF TELEPHONE LINES. SAID
STRIP OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT A CONCRETE MONUMENT WHICH IS SITUATED ON THE NORTHEASTERLY LINE OF
THE OLD COUNTY ROAD LEADING FROM BELMONT TO REDWOOD CITY, WHICH MONUMENT STANDS
AT THE MOST SOUTHERLY CORNER OF THAT CERTAIN 10.5711 ACRE PARCEL OF LAND
HEREINABOVE MENTIONED; THENCE FROM SAID POINT OF COMMENCEMENT, NORTH 43(degreE)
01' EAST 1667.62 FEET TO A POINT ON THE SOUTHWESTERLY LINE OF THE 80 FOOT
ROADWAY EASEMENT HEREINAFTER DESCRIBED; THENCE FOLLOWING SAID LINE, SOUTH
46(degree) 59' EAST 60 FEET; THENCE LEAVING SAID LINE, SOUTH 43(DEGRee) 01' WEST
1671.39 FEET TO A CONCRETE MONUMENT, WHICH STANDS ON THE AFORESAID NORTHEASTERLY
LINE OF THE OLD COUNTY ROAD; THENCE FOLLOWING THE LAST MENTIONED LINE, NORTH
43(degree) 23' 00" WEST 60.11 FEET TO THE POINT OF COMMENCEMENT.
EXCEPTING FROM PARCEL TWO:
THOSE PORTIONS THEREOF LYING WITHIN THE PARCELS OF LAND HERETOFORE CONVEYED TO
THE COUNTY OF SAN MATEO BY THE FOLLOWING DEEDS OF RECORD:
1. BY DEED RECORDED JUNE 2, 1969, BOOK 5646, PAGE 201, OFFICIAL RECORDS OF SAN
MATEO COUNTY.
2. BY DEED RECORDED JUNE 2, 1969, BOOK 5646, PAGE 555, OFFICIAL RECORDS OF SAN
MATEO COUNTY.
3. BY DEED RECORDED JUNE 30, 1969, BOOK 5659, PAGE 334, OFFICIAL RECORDS OF SAN
MATEO COUNTY.
4. BY DEED RECORDED JUNE 30, 1969, BOOK 5659, PAGE 337, OFFICIAL RECORDS OF SAN
MATEO COUNTY.
5. BY DEED RECORDED JULY 22, 1969, BOOK 5667, PAGE 511, OFFICIAL RECORDS OF SAN
MATEO COUNTY.
6. BY DEED RECORDED AUGUST 5, 1969, BOOK 5673, PAGE 443, OFFICIAL RECORDS OF SAN
MATEO COUNTY.
7. BY DEED RECORDED SEPTEMBER 23, 1969, BOOK 5692, PAGE 325, OFFICIAL RECORDS OF
SAN MATEO COUNTY.
8. BY DEED RECORDED OCTOBER 29, 1969, BOOK 5707, PAGE 719, OFFICIAL RECORDS OF
SAN MATEO COUNTY.
ALSO EXCEPTING FROM PARCEL TWO THAT PORTION THEREOF LYING WITHIN THE LINES OF
PARCEL FOUR BELOW DESCRIBED.
PARCEL THREE:
A NON-EXCLUSIVE EASEMENT OVER, ALONG AND ACROSS A STRIP OF LAND 80 FEET WIDE,
FOR ROAD PURPOSES, WITH THE RIGHT TO ENTER UPON THE SAME AT ANY AND ALL TIMES,
AND TO CONSTRUCT, OPERATE AND MAINTAIN THEREON, SEWERS AND DRAINS, GAS AND WATER
MAINS AND ELECTRIC LIGHT CONDUITS, AND TO ERECT AND MAINTAIN THEREON POLES FOR
THE TRANSMISSION OF ELECTRIC POWER AND FOR THE SUPPORT OF TELEPHONE LINES, SAID
STRIP OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTHEASTERLY LINE OF HARBOR BOULEVARD, SAID POINT
BEING THE MOST WESTERLY CORNER OF THAT CERTAIN STRIP OF LAND 80 FEET WIDE, OVER
WHICH AN EASEMENT FOR PURPOSES OF A PRIVATE ROAD WAS GRANTED BY DEED FROM HARBOR
DEVELOPMENT CORPORATION TO BELMONT STADIUM, INCORPORATED, DATED NOVEMBER 14,
1947 AND RECORDED DECEMBER 1, 1947 IN BOOK 1422 OF OFFICIAL RECORDS OF SAN MATEO
COUNTY AT PAGE 466 (1993H); THENCE FROM SAID POINT OF BEGINNING, SOUTH
46(degree) 59' EAST 1096.91 FEET; THENCE SOUTHERLY ALONG A CIRCULAR CURVE,
TANGENT TO THE PREVIOUS COURSE, CONCAVE TO THE RIGHT AND HAVING A RADIUS OF 540
FEET AND A CENTRAL ANGLE OF 33(degree) 22' 24", AN ARC DISTANCE OF 314.54 FEET
TO A POINT ON THE BOUNDARY BETWEEN THE PROPERTY OF HARBOR DEVELOPMENT
CORPORATION AND THE PROPERTY OF RAYMOND J. BRAGATO; THENCE CONTINUING ALONG THE
AFORESAID CURVE, THROUGH A CENTRAL ANGLE OF 2(degree) 20' 23", A FURTHER
DISTANCE OF 22.05 FEET TO A POINT; THENCE SOUTH 11(degree) 16' 13" EAST 369.19
FEET; THENCE SOUTHERLY, ALONG A CIRCULAR CURVE, TANGENT TO THE LAST COURSE,
CONCAVE TO THE LEFT, AND HAVING A RADIUS OF 620 FEET AND A CENTRAL ANGLE OF
7(degree) 00' 05", AN ARC DISTANCE OF 75.91 FEET TO A POINT ON THE BOUNDARY
BETWEEN PROPERTY OF RAYMOND J. BRAGATO AND PROPERTY OF NIELSEN AND BEAVER, INC.,
A CORPORATION; THENCE CONTINUING ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF
4(dEGREE) 41' 38", A FURTHER DISTANCE OF 50.79 FEET TO A POINT ON THE
NORTHEASTERLY BOUNDARY OF RANCHO DE LAS PULGAS, DISTANT THEREON SOUTH 0(degree)
08' 48" EAST 270.26 FEET FROM AN ANGLE POINT THEREIN, DESIGNATED AS P.M.C. NO.
27; THENCE CONTINUING ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 19(degree)
01' 14", A FURTHER DISTANCE OF 205.82 FEET; THENCE SOUTH 42(degree) 00' EAST
513.09 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF THAT CERTAIN 25.0265 ACRE
PARCEL, DESCRIBED IN DEED TO BELMONT STADIUM, INCORPORATED, HEREINABOVE
MENTIONED, DISTANT THEREON NORTH 48(degree) 00' EAST 606.78 FEET FROM THE
SOUTHWESTERLY TERMINUS THEREOF; THENCE CONTINUING SOUTH 42(degree) 00' EAST, A
FURTHER DISTANCE OF 1211.50 FEET; THENCE SOUTH 48(degree) 55' 40" EAST 4.43 FEET
TO AN ANGLE POINT IN THE NORTHEASTERLY LINE OF THE LANDS OF THE CITY AND COUNTY
OF SAN FRANCISCO; THENCE CONTINUING SOUTH 48(degree) 55' 40" EAST, ALONG THE
LAST MENTIONED LINE AND THE NORTHEASTERLY LINE OF LOT 28, AS DESIGNATED ON THE
MAP ENTITLED "PHELPS HOME SUBDIVISION, SAN CARLOS, CALIF.", FILED IN THE OFFICE
OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA ON JUNE 18, 1930
IN BOOK 18 OF MAPS AT PAGE 34, A DISTANCE OF 374.83 FEET TO THE NORTHWESTERLY
LINE OF THE PROPOSED WIDENING OF HOLLY STREET, FOR THE BAYSHORE FREEWAY; THENCE
ALONG SAID NORTHWESTERLY LINE, NORTH 16(degree) 04' 42" EAST 74.00 FEET, TO A
POINT AND NORTHEASTERLY, ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS
OF 300.00 FEET, A CENTRAL ANGLE OF 2(degree) 41' 44", AND BEING TANGENT TO THE
LAST MENTIONED COURSE, AT THE LAST MENTIONED POINT, A DISTANCE OF 14.11 FEET TO
THE SOUTHWESTERLY LINE OF THE LANDS DESCRIBED IN DEED FROM HARBOR DEVELOPMENT
CORPORATION, A CORPORATION TO CITY OF SAN CARLOS, A MUNICIPAL CORPORATION, DATED
JUNE 20, 1950 AND RECORDED JULY 20, 1950 IN BOOK 1902 OF OFFICIAL RECORDS OF SAN
MATEO COUNTY AT PAGE 467 (73922-I); THENCE ALONG THE LAST MENTIONED LINE, NORTH
48(degree) 55' 60" WEST 337.48 FEET; THENCE LEAVING SAID LINE, NORTH 42(degree)
00' WEST 1206.56 FEETTO A POINT IN THE SOUTHEASTERLY LINE OF LANDS OF BELMONT
STADIUM, INCORPORATED, HEREINABOVE MENTIONED; THENCE CONTINUING NORTH 42(degree)
00' WEST, A FURTHER DISTANCE OF 513.09 FEET TO A POINT; THENCE NORTHWESTERLY,
ALONG A CURVE CONCAVE TO THE RIGHT, TANGENT TO THE LAST MENTIONED COURSE, AND
HAVING A RADIUS OF 540 FEET, A CENTRAL ANGLE OF 30(degree) 43' 47", AN ARC
DISTANCE OF 289.62 FEET; THENCE NORTH 11(degree) 16' 13" WEST 369.19 FEET;
THENCE NORTHWESTERLY ALONG A CURVE CONCAVE TO THE LEFT, TANGENT TO THE LAST
COURSE AND HAVING A RADIUS OF 620 FEET AND A CENTRAL ANGLE 7(degree) 03' 54", AN
ARC DISTANCE OF 76.45 FEET TO A POINT ON THE NORTHWESTERLY LINE OF THE AFORESAID
LANDS OF BELMONT STADIUM, INCORPORATED, DISTANT THEREON NORTH 45(degree) 00' 45"
EAST 26.47 FEET FROM THE SOUTHWESTERLY TERMINUS THEREOF; THENCE CONTINUING ALONG
THE LAST MENTIONED CURVE, THROUGH A CENTRAL ANGLE OF 28(degree) 38' 53", A
FURTHER DISTANCE OF 310 FEET; THENCE NORTH 46(degree) 59' WEST 1096.91 FEET TO A
POINT ON THE SOUTHEASTERLY LINE OF HARBOR BOULEVARD, WHICH POINT IS THE MOST
WESTERLY CORNER OF THAT 3.30 ACRE PARCEL OF LAND DESIGNATED AS PARCEL NO. 3 IN
THAT CERTAIN DEED DATED FEBRUARY 28, 1946 FROM HARBOR DEVELOPMENT CORPORATION,
TO GEORGE W. WILLIAMS, RECORDED MARCH 21, 1946 IN BOOK 1264 OF OFFICIAL RECORDS
OF SAN MATEO COUNTY AT PAGE 114 (93979F); THENCE FOLLOWING THE SOUTHEASTERLY
LINE OF HARBOR BOULEVARD, SOUTH 43(degree) 01' WEST 80 FEET TO THE POINT OF
BEGINNING.
EXCEPTING FROM PARCEL THREE THAT PORTION THEREOF LYING WITHIN THE LINES OF
PARCEL FOUR BELOW DESCRIBED.
PARCEL FOUR:
A NON-EXCLUSIVE EASEMENT OVER, ALONG AND ACROSS THE STRIP OF LAND DESIGNATED
"INDUSTRIAL WAY" ON THE PARCEL MAP FILED JUNE 13, 1996 IN BOOK 69 OF PARCEL
MAPS, AT PAGES 26 AND 27, IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN
MATEO, STATE OF CALIFORNIA, FOR ROAD PURPOSES, WITH THE RIGHT TO ENTER UPON THE
SAME AT ANY AND ALL TIMES, AND TO CONSTRUCT, OPERATE AND MAINTAIN THEREON,
SEWERS AND DRAINS, GAS AND WATER MAINS AND ELECTRIC LIGHT CONDUITS, AND TO ERECT
AND MAINTAIN THEREON POLES FOR THE TRANSMISSION OF ELECTRIC POWER AND FOR THE
SUPPORT OF TELEPHONE LINES, AS AN APPURTENANCE TO AND FOR THE BENEFIT OF PARCEL
ONE ABOVE AND ANY SUBSEQUENT SUBDIVISION OR SUBDIVISIONS THEREOF.
JOINT PLANT NO. 046-002-021-08A
EXHIBIT C TO PARKING LEASE
LOCATION OF INHALE PARKING LEASE AREA
EXHIBIT C - LOCATION OF INHALE PARKING AREA
[MAP OF PARKING AREA]
SITE PLAN
164 SPACES
DRAWING TITLE
INHALE B4-EXT-PH
201 INDUSTRIAL ROAD
SAN CARLOS, CA
Page 1 of 2
EXHIBIT C - LOCATION OF INHALE PARKING AREA
[MAP OF PARKING AREA]
LEVEL - 1
28 SPACES
DRAWING TITLE
INHALE B4-EXT-PH
201 INDUSTRIAL ROAD
SAN CARLOS, CA
Page 2 of 2