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2011 Lease - Alvarez, Donato and Xochitl - Amendment No. 1FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE ("First Amendment's is entered into on /} lC K S{ /6 2016, but made effective as of March 15, 2016 ( "Effective Date "), by and between The City of Gilroy, a California municipal corporation ( "Landlord "), and Donato R. Alvarez and Xochid Alvarez (collectively, the "Tenant"). Recitals: A. Landlord and Tenant entered into that certain Lease, dated as of March 16, 2011 ("Lease') covering certain "Premises" consisting of an unimproved parcel of real property located at the comer of Obata Way and Southside Drive in the City of Gilroy, County of Santa Clara, State of California, all as more particularly set forth in the Lease. B. The term of the Lease expired at 11:59 p.m. on March 16, 2016. Landlord and Tenant desire to amend the Lease to provide for, among other things, (i) the extension of the expiration date of the term of the Lease to 11:59 p.m. on March 31, 2021, and (ii) the establishment of the Base Rent payable by Tenant during the period commencing March 17, 2016 through March 31, 2021, on the covenants and provisions, and subject to the terms and conditions, set forth in this First Amendment. Agreements: NOW, THEREFORE, in consideration of the mutual agreements contained in this First Amendment and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Landlord and Tenant agree as follows: 1. Incorporation of Recitals and Defined Terms. Landlord and Tenant hereby incorporate the foregoing Recitals into the body of this First Amendment as though fully set forth herein. Landlord and Tenant acknowledge and agree that the foregoing Recitals are true and correct and form the basis for the execution and delivery of this First Amendment. Terms appearing in this First Amendment with initial capital letters that are not expressly defined in this First Amendment shall have the meanings, if any, ascribed to such terms in the Lease. 2. Extension of Term. The Expiration Date (as defined in Section 2.1 of the Lease) is hereby extended to March 31, 2021. (a) Notwithstanding the extension ofthe Expiration Date to March 31, 2021, as provided above, Landlord acknowledges and agrees that Tenant continues to hold one (1) option to extend the term of the Lease for a period of five (5) consecutive years pursuant to the terms and conditions of Section 2.2 of the Lease; it being understood and agreed that the Option Term referred to in Section 2.2 of the Lease shall commence on April 1, 2021, if Tenant timely and properly exercises its right to extend the term of the Lease, as amended hereby, pursuant to such Section 2.2. 3. Base Rent. During the period commencing on March 17, 2016 and ending on March 31, 2021, Tenant shall pay to Landlord Base Rent (to be prorated for any partial year) as follows: 4845 - 2124.7279x3 SSCORDEUSID4706083 Period Monthly Base Rent Annualized Base Rent 3/17/16 — 3/31/17 $1,480.12 $17,761.44 4/1/17 — 3/31/18 $1,524.52 $18,294.24 4/1/18 — 3/31/19 $1,570.26 $18,843.12 4/1/19 — 3/31/20 $1,617.37 $19,408.44 4/1/20- 3/31/21 $1665.89 $19,990.68 Base Rent shall be payable at the times, in the manner and at the place as set forth in the Lease, as amended by this First Amendment. 4. Condition of Premises. Tenant acknowledges that Tenant is currently in possession and occupancy of the Premises and Tenant is familiar with the condition of the Premises and the suitability of same for Tenant's purposes. Tenant acknowledges that, except as otherwise expressly provided in the Lease, neither Landlord nor any agent, employee, affiliate, broker or other representative of Landlord has made any representations or warranties with respect to the condition of the Premises or with respect to the suitability of same for the conduct of Tenant's business. Tenant further agrees and acknowledges that Landlord has no obligation to alter, improve or refurbish the Premises for Tenant's use or benefit (or to provide Tenant an allowance for such purpose) as a condition to Tenant leasing the Premises for the extended period commencing on March 17, 2016 and ending on March 31, 2021. Tenant agrees to accept the Premises in their "as is" condition as of the commencement of the approximately sixty (60) month extended term commencing on March 17, 2016. 5. CASp Expert. California law requires Landlord to notify Tenant whether Landlord has had the Premises inspected by a Certified Access Specialist. Landlord hereby discloses to Tenant that Landlord has not caused the Premises to be so inspected. 6. Representations and Warranties of Tenant. Tenant, with the understanding that Landlord is relying upon the following representations and warranties of Tenant in entering into this First Amendment, represents and warrants to and for the benefit of Landlord as follows: a. Tenant is Holder of Leasehold. Tenant is the "Tenant" under the Lease and the sole holder of the leasehold estate created under the Lease. b. No Assignment. Tenant has not voluntarily, by operation of law or otherwise: (i) assigned the Lease or any of the interest of Tenant in or under the Lease; (ii) sublet the Premises or any part thereof; (iii) allowed the occupancy or use of the Premises, or any portion of the Premises, by any person or entity other than the employees of Tenant; (iv) hypothecated, mortgaged or grantedany security interest in all or any portion of the leasehold estate created under the Lease; (v) created any lien or encumbrance, whether voluntary, involuntary or by operation of law, upon all or any portion of the leasehold estate created under the Lease; or (vi) divested itself of all or any portion of the leasehold estate created under the Lease. C. Lease in Full Force and Effect. The Lease is in full force and effect and has not been previously amended. d. Lease is Sole Agreement. The Lease is the sole document relating to the leasing, use and occupancy of the Premises and there are no other documents, agreement or understandings, whether written, oral or resulting from course of conduct, relating to the leasing, use or occupancy of the Premises. 4845- 2124- 7279v3 e. No Default by Landlord. All of the obligations of the "Landlord" under the Lease have been performed, and there is no event or condition that with the giving of notice or the elapse of any period of cure, orboth, required under the Lease would constitute a breach or default of any obligation of the "Landlord" under the Lease. f. No Claims by Tenant. Tenant has no claims, rights of set off, actions, causes of action or demands against Landlord arising out of, related to or connected with the Lease or the Premises. g. Tenant Not Insolvent. (i) Tenant is paying its debts as they become due, is not insolvent and is not otherwise entitled to protection, or intending to file for protection, under any state or federal bankruptcy, insolvency or debtor protection law or statute, and (ii) the entry by Tenant into this First Amendment does not render Tenant insolvent or otherwise entitled to protection, or to file for protection, under any state or federal bankruptcy, insolvency or debtor protection law or statute. h. Office of Foreign Assets Control Comvliance. The entities or individuals constituting Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are not (i) in violation of any laws relating to terrorism or money laundering, and/or (ii) among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists or on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website, htt-o: / /www.trew.eov /ofac/tllsdn vdf or any replacement website or other replacement official publication of such list. The representations and warranties of Tenant set forth in this Section 6 are continuing and shall survive the execution and delivery of this First Amendment. 7. Brokers. Tenant represents and warrants to and for the benefit of Landlord that Tenant has not had any dealings with any realtor, broker or agent in connection with the extension of the term of the Lease as provided in Section 2 above and/or the negotiation of this First Amendment. Tenant agrees to indemnify,. protect, defend and hold Landlord harmless from and against any cost, expense or liability for any compensation, commission, fee or charge claimed by any realtor, broker, agent or person with respect to the extension of the term of the Lease as described herein and/or the negotiation of this First Amendment by reason of any claimed agreement, dealings or contact with Tenant. 8. Ratificati on. Except as amended by the provisions of this First Amendment, the terms and provisions of the Lease remain in full force and effect. Landlord and Tenant ratify and affirm the Lease.as amended by this First Amendment. In the event of any conflict or inconsistency between the terms of this First Amendment and the Lease, the terms of this First Amendment shall control. 9. Choice of Law. The terms and provisions of this First Amendment shall be construed in accordance with, and governed by, the laws of the State of California without application of any choice of laws provisions. 10. Binding Aereement. The Lease, as amended by this First Amendment, is binding on and inures to the benefit of the respective heirs, representatives, successors and assigns of Landlord and Tenant. Neither Landlord nor Tenant has been induced to enter in to this First Amendment by, nor is Landlord or Tenant relying upon, any representation or warranty other than those set forth in this set forth in this First Amendment. 4845 - 2124- 7279v3 3 SSCORDEUS104706083 11. No Draftine Presumption. The doctrine or rule of construction that ambiguities in a written instrument or agreement shall be construed against the party drafting the same shall not be employed in connection with this First Amendment. 12. Attorneys' Fees. If Landlord or Tenant fails to perform any of its obligations under this First Amendment or if any dispute arises between Landlord and Tenant concerning the meaning or interpretation of any provision of this First Amendment, then the prevailing party shall be entitled to recover and receive from the defaulting party or the party not prevailing in such dispute, as the case may be, all costs and expenses incurred by the prevailing party on account of such default and/or in enforcing or establishing the rights of the prevailing party under this First Amendment, including, without limitation, court costs, attorneys' fees and disbursements. Any such attorneys' fees and other expenses incurred by the prevailing party in enforcing a judgment in its favor under this First Amendment shall be recoverable separately from and in addition to any other amount included in such judgment, and such attorneys' fees obligation is intended to be severable from the other provisions of this First Amendment and to survive and not be merged into any such judgment. 13. Partial Invalidity. If any term, covenant or provision of this First Amendment is, to any extent, held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this First Amendment, or the application of that term, covenant or provision to persons or circumstances other than those as to which it is held to be invalid or unenforceable, will not be affected by such invalidity or =enforceability, and all other terms, covenants and conditions of this First Amendment will be valid and enforceable to the fullest extent permitted by law. 14. Construction Unless the context clearly requires otherwise, in this First Amendment (a) the masculine, feminine and neuter genders shall each be deemed to include the others; (b) "shall," "will," "must," "agrees," and "covenants" are each mandatory; (c) "may" is permissive; (d) "or" is not exclusive; and (d) "includes" and `including" are not limiting. Each covenant, agreement, obligation or other provision of this First Amendment shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this First Amendment, unless otherwise expressly provided in this First Amendment. 15. Captions. The captions to the Sections in this First Amendment are included for convenience of reference only and do not modify or define any of the provisions of this First Amendment. 16. Counterparts. This First Amendment may be executed in separate counterparts, each of which shall constitute an original and all of which together shall constitute one and the same document. The parties contemplate that they may be executing counterparts of this First Amendment transmitted by facsimile or email in pdf format and agree and intend that a signature transmitted by either facsimile machine or email in pdf format shall bind the party so signing with the same effect as though the signature were an original signature. [balance of page is intentionally blank; signature page follows on next page] 4848 - 2124- 7279v3 SSCORDELISZ4706083 IN WITNESS WHEREOF, Landlord and Tenant have caused this First Amendment to be executed as of the day and year written below. "LANDLORD ": CITY OF GILROY, a California municipal corporation By: """ Name: Gabric1 A Cc-IZrle Title: GhA WWM� / 01 S1 / n�r Dated: lv G— � r. ZM.1111�iWL/1'- KA APPROVED AS TO FORM: City A Dated: 4846 - 2124-72794 5 SSCORDELIM4706083 "TENANT ": DONATO R. z01 � XOCHTTL ALV Z / Dated: 0 c / CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of C)an-�a ('AAfa On hpr i 22 2016 before me, Sant fa F. NAVQ kofari1 114C Date Here Insert Name and Title of t6e rpr personally appeared Qona-f0 L NwoLre L 1 aock Xncly 1 \ Alyafe?. Names) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) jWare subscribed to the within instrument and acknowledged to me that Jai ;Wthey executed the same in fiWJ,ir /their authorized capacity(ies), and that by;Wt)6f /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. SANDRA E. NAVA WITNESS my hand and official seal. Commission • 2066119 Ila Notary Clk - California s Sai»a lua County umy + Signature Comm. Nos112016 Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document A ase, Title or Type of Document: Fif-St Amen nlen} +n V Document Number of Pages: Signers) Other Than Named Above: _ Capacitypes) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 11 tr M • Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: