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GFB Investments - Church Street Condominium Association NO FEE PER GC SEC 27383 M 2 3 0 PA GE 2 094 11 398 752 J/~! FILt..(t'. ;~:- .~, ,.U~<iJ ,Lt . " - AT REGUC-e OF C i r ~J h>;:' JUH 9 I' 52 aM 9l AEe r=s k/o RMF J:.El- - MICRO ;-- RTCF LIEN 8MPF 1 I PCOPl ~):,r, LttiU[~i': ;:,QS COlnHY AFTER RECORDING RETURN TO: CITY OF GILROY r^1 Susanne E. Steinmetz,City Clerk City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Ir .2233 f<.AHE INDEMNITY AND RESTORATION AGREEMENT (WALL OPENING - Clur.RCH STREET COMMERCIAL CONDOMINIUMS) THIS AGREEMENT is made and entered into this 31 day of December , 19~ by 1) GFB Investments, a partnership ("GFB"), and 2) Church Street Commercial Condominium Association ("ASSOCIATION") . RECITALS A. GFB owns two adjacent units (known as suites B and C, APN 790-36-023 and 790-36-024) in the Church Street Commercial Condominiums, 8352 Church Street, in the City of Gilroy ("CITY"), separated by a common wall owned by the ASSOCIATION. B. GFB wishes to have access between the two units through the common wall, which necessitates an opening in the wall. C. section 6.1 of "The Code of the city of Gilroy, California" and resolutions of the Gilroy City council adopt the Uniform Building Code ("UBC"), to apply within the CITY. D. Under normal circumstances, the regulations of Chapter 5 of the UBC prohibit any opening in the common wall. E. Section 106 of the UBC authorizes the CITY's building official to grant modifications to the UBC requirements whenever there are practical difficulties in carrying out UBC \210\04706065.P50 12-122004706-002:cf ~1- M 2 3 0 Pl\ GE 2 0 9 5 provisions, provided that the building official first finds all of the' following: 1. That a special, individual reason makes the strict letter of the UBC impracticali and 2. That the modification is in conformity with the intent and purpose of the UBCi and 3. That such modification does not lessen any fire-protection requirements or any degree of structural integrity. F. For the CITY building official to make such findings and to grant a modification allowing an opening in the common wall, it is necessary that the CITY be: 1. Assured that any opening in the common wall will be closed, and the wall restored to a solid wall fulfilling all requirements of the then-current UBC and city Code in the event that the two units described herein cease to be owned by the same individual or entity, or occupied by the same individual or entity, or bothi and 2. Indemnified against any and all potential claims arising out of the grant of modification or the physical conditions thereby created. G. Article 2, section 6 of the ASSOCIATION's Declaration of Covenants, Conditions and Restrictions ("Declaration") authorizes the breaching of common walls under certain circumstances and requires their replacement before any single unit adjoining the wall can be transferred. H. It is GFB' s intention to comply fully with the requirements of the UBC and Article II, section 6 of the \210\04706065.P50 12-122004706-002:cf -2- M230Pt\GE2096 Declaration with respect to openings in walls when, and if, single ownership or single tenant occupancy of the two units ceases. It is further GFB's intention to bind all present and future owners and occupants of said two units to the obligations of this Agreement. This Agreement shall be recorded in the Office of the County Recorder of Santa Clara County. It is acknowledged and understood by the parties that the CITY also has authority to enforce the obligations of Article II, section 6 under Article XI, section 9 of the Declaration. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. CITY To Be Held Harmless: For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, GFB and the ASSOCIATION, their heirs, assigns and successors in interest hereby agree to protect, defend, indemnify and save harmless the CITY, its City Council, its officers, employees, agents, representatives, attorneys and assigns, from and against all claims, demands, losses, damages, suits, injury and liability, direct and/or indirect (including any and all costs and reasonable attorney's fees in providing defense) , which may be sustained by or asserted against CITY arising out of the section 106 modification to the UBC or the physical conditions thereby created. 2. Insurance Requirements: GFB and the ASSOCIATION, their heirs, assigns, and successors in interest hereby each separately agree to obtain and maintain in effect (or cause to have maintained in effect) at all \210\04706065.P50 12-122004706-002:cf -3- M 2 3 0 PAGE 2 0 91 times during the term of this Agreement single limit comprehensive general liability insurance coverage in an amount not less than One Million dollars ($1,000,000) for all personal injury, death, or loss of property (real and/or personal) damages arising out of the section 106 modification to the UBC or the physical conditions thereby created. Each of the insurance policies shall name the CITY and others identified in Paragraph 1 above as insureds. The insurance policies shall be primary and deductible amounts shall not exceed $5,000. GFB and the ASSOCIATION shall provide certifications of Insurance in form and content satisfactory to the CITY, evidencing all coverages stated above. Pol icies and/ or certificates must specifically provide to CITY a thirty-day notice of cancellation, non-renewal or material change. 3. Conditions For Closinq The Wall: within thirty (30) days after the occurrence of any of the conditions set forth below, GFB, its heirs, assigns and successors in interest shall permanently close the opening in the wall between suites Band C, 8352 Church Street permitted by the section 106 modification. The restored wall shall comply with all provisions of the UBC and the Gilroy City Code applicable at the time of the occurrence of anyone of the following conditions: (a) Either GFB, its heirs, assigns, or successors in interest, or the ASSOCIATION fails to maintain the insurance required herein; or (b) suites Band C cease to be owned by a single person or entity; or \210\04706065.P50 12-122004706-002:cf -4- M 2 3 0 PAGE 2 0 9 8 (c) The occupant of suites Band C ceases to be a single tenant. 4. Notice of Chanqed Conditions: within five (5) days of the occurance of any of the conditions listed in Paragraph 3, GFB, its heirs, successors, and assigns shall notify the CITY in writing, explaining how conditions have changed and detailing arrangements to close the opening in the common wall. 5. Entire Aqreement: No Alterations of Terms: This document sets forth the entire agreement of the parties and supersedes any prior oral or written agreements. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, or their heirs, assigns, or successors in interest. 6. captions: captions of the various sections of this Agreement are for convenience and shall not be considered or referred to in interpreting the meaning of this Agreement. 7. Aqreement to be Recorded: This Agreement shall be recorded by CITY in the Office of the County Recorder of Santa Clara County. 8. Counterparts: This Agreement may be executed in counterparts. \\ \\ \210\04706065.P50 12-122004706-002:cf --5- . 'i M Z3 0 1'1\ GE 2099 9. Notices: Notices required by this Agreement shall be sent to: city Administrator city of Gilroy 7351 Rosanna st. Gilroy, CA 95020-6141 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. {J tvte VI ()1/1- (.1_ U I ~FB I~.}N~ ~!yjt-?-:,~jg", (O~) .tTTLc (~~/<-IUC " Ie ~ Y1rr ~ ~6 .:Jo~~ I :BJt.d-JIv 1'1 e,. ~."- C CH STREET COMMERCIAL CONDOMINIUM ASSOCIATION - " " :~F~ Title E~ APPROVED AS TO FORM: M~~ City Attorney ... \210\04706065.P50 12-122004706-002:cf -6- . ~~~~. S f Cal i fornia } tate 0 CAPACITY CLAIMED BY SIGNER County of Santa Clara 0 INDIVIDUAL o CORPORATE OFFICER(S) TITLE(S) o PARTNER(S) 0 LIMITED o GENERAL o AlTORNEY-IN-FACT o TRUSTEE(S) o GUARDIAN/CONSERVATOR o OTHER: 12-30-91 On DATE before me, Jill Elizabeth Haux, Notary Public NAME, TITLE OF OFFICER, E.G., . JANE DOE, NOTARY PUBLIC" personally appeared John Blaettler and Allen R. Greco NAME(S) OF SIGNER(S) e OfFICIAL SEAL JIJ.. EUlABETH HAUX NOI'ARY PU8lJC - CALFORNIA SANTA a.ARA COUNTY ., C'Anmisslon Expires Jan. 15, 1994 SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) Title or Number of Pages Date of Docu Signer(s) Other than Named Above ~~~ @1992 NATIONAL NOTARY ASSOCIATION. 8236 Remmet Ave., P.O. Box 7184' Canoga Park, CA 91304-7184 THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: State of r."l i fnrn i " CountyofSanta Clara 12-30-91 On DATE } Jill Elizabeth Haux, Notary Public before me, NAME, TITLE OF OFFICER - E.G., . JANE DOE, NOTARY PUBLIC' personally appeared Keith Hiqqins, Karen Ann Hi~~ins, Joseph A. Filic, NAME(S) OF SIGNER(S) D personally known to me . OR . ~ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. e OFFICIAL SEAL - JILL ELIZABETH HAUX ~ARYPUBUC-CAUFORN~ SANTA ClARA COUNTY My Commission Expires Jan. 15, 1994 CAPACITY CLAIMED BY SIGNER o INDIVIDUAL o CORPORATE OFFICER(S) TITLE(S) D PARTNER(S) D LIMITED D GENERAL o AlTORNEY-IN-FACT D TRUSTEE(S) o GUARDIAN/CONSERVATOR o OTHER: SIGNER IS REPRESENTING: NAME OF PERSON(S) OR ENTITY(IES) Witne ATTENTION NOTARY: Although the information requested below i 10NAl, it co prevent fraudulen attachment of this certificate }oAan u THIS CERTIFICATE Title or Type of Document / I !f/'Y! ..;- ,A/;., MUST BE ATTACHED Number of Pages Date of Doc TO THE DOCUMENT DESCRIBED AT RIGHT: Signer(s) Other than Named Above ~ @1992NATIONAl NOTARY ASSOCIATION. 8236 RemmetAve., P.O. Box 7184' Canoga Park, CA 91304-7184 '-.1-\ I. ''\Iv. l"I"UVO~ I TO 1944 CA (9-84) i I III ~ otary Public in .and for I- , personally known to me or proved to ~ on the basis of satisfactory evidence to be the perso~ whose nam~ ClA..J..... ...lsubsc' d t the within instrument and acknowledged that cuted the same. WITNESS my hand nd fficial sea. ~,C':'';'{,')N9N9G~\9i;o\9~\9N9 (C(') ~(,)G:{9N9N9N9N9( Z; , OFFICIAL SEAL ~ ~ \ SAM!A REICHEL ~ ~ i NC~i,,:;Y 1~3!1C, CALIFORNIA 8 ~-.-J;// SAi'-lL\ CLARA COUNTY j ~ My Commission Ex.pires July 28, 1995 " a~~~~~GNlG)\IJ';)\IJ~G>';jGWJ"/~GXJG";) N Signature (This area for official notarial seal)