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This Agreement to Lease ("Lease") is entered into as of , 1998, <br />by and between the City of San Leandro, a municipal corporation ("Landlord"), and San <br />Francisco Bay Conference Resort, LLC, a California limited liability company ("Tenant"), <br />and is made with reference to the following facts: <br />RECITALS <br />A. City owns that certain waterfront property located in San Leandro, California, <br />as more particularly described and shown on the attached Exhibit A (the "Premises"). <br />B. Tenant is in the business of developing and operating full service conference <br />centers, including meeting facilities, lodging, food service and related facilities, which allow <br />public and private persons and entities to hold and conduct meetings, seminars and other <br />events during various times. <br />C. Tenant desires to construct a conference center and hotel on the Premises and <br />to use the Premises as a conference center and hotel. <br />D. Landlord agrees to lease the Premises to Tenant for such purpose and Tenant <br />agrees to lease the Premises from Landlord, all subject to applicable laws and to the express <br />terms and conditions set forth in this Lease. <br />In this factual context, Landlord and Tenant agree as follows: <br />ARTICLE I <br />DEFINED TERMS <br />Unless the context requires otherwise, the terms set forth in the captions of, and <br />defined in, this Article I shall have the meanings ascribed to them below. <br />LEASE BETWEEN CITY OF SAN LEANDRO <br />AND SAN FRANCISCO BAY CONFERENCE RESORT PAGE 1 <br />2574001\313983.8 <br />